The following terms and conditions (“T&Cs”) apply to all companies and its individual users (“Distribution Partner”) of BeMyGuest Agents Marketplace (https://agents.bemyguest.com.sg) (“Agents Marketplace”). Both BeMyGuest and Distribution Partner are hereinafter each referred to as a “Party”, and together the “Parties”.

INTRODUCTION

By agreeing to these T&Cs and subject to the account application by Distribution Partner is successfully approved by BeMyGuest, Distribution Partner is granted the right to facilitate the sale of activities, tours, attraction tickets, transfers, events and other travel services provided by BeMyGuest (hereafter "Products") to Distribution Partner’s customers (hereafter “Distribution Partner Customers”).

The Parties agree to be bound by the following terms:

1. These T&Cs are applicable upon Distribution Partner Agents Marketplace account opening and remain in full effect for until termination as per Clause 27 and Clause 28 of these T&Cs.

2. BeMyGuest grants to Distribution Partner a worldwide, royalty free, non-exclusive, nontransferable right to:

i. access the Products and relevant photos, text, pricing and supplier details (collectively “BeMyGuest Content”) through the Agents Marketplace.

ii. download, store, publish, promote, display, include, make available, integrate and use the BeMyGuest Content solely in connection with the purpose to facilitate sale of Products to Distribution Partner’s Customers.

3. Unless mutually agreed in writing, Distribution Partner shall not alter, modify or change the BeMyGuest Content in any way and is only allowed to use the BeMyGuest content whilst Distribution Partner’s account with BeMyGuest is active and in compliance with these T&Cs.

4. Both Parties agree to closely cooperate to maximise sales of Products by Distribution Partner. However, if Distribution Partner fails to make a purchase from the Agents Marketplace over a 30- day period BeMyGuest may, at its own discretion, suspend Distribution Partner’s access to Agents Marketplace and/or terminate the account.

5. Distribution Partner shall market the Products on its own website or on any of the travel websites fully owned by Distribution Partner (the “Owned Websites”). Distribution Partner shall also market the Products on third-party websites and/or other sales channels approved by BeMyGuest (the “Approved Sales Channels”). Distribution Partner undertakes to notify BeMyGuest in writing of any changes to the Approved Sales Channels and BeMyGuest reserves the right, at its own discretion, to disapprove any such changes.

6. Distribution Partner acknowledges that BeMyGuest acts on behalf of the operators of the Products (the “Suppliers”) as a channel manager, connectivity partner, booking system and/or wholesaler and is bound by the contractual obligations agreed between the Suppliers and BeMyGuest. BeMyGuest reserves the right to modify, restrict or cancel Distribution Partner’s access to any of the Products at any time if it is deemed necessary in accordance to its own contractual obligations with the Suppliers of such Products.

7. BeMyGuest undertakes that:

i. it will obtain the appropriate right, permit and license from the Suppliers to make the Products available to Distribution Partner and to grant the rights and licenses set out in these T&Cs;

ii. to the best of its knowledge the Products do not infringe in any manner any copyright, patent, trademark, trade secret, intellectual property, privacy and data protection right of any third party and do not result in any harm, injury or damage to a third party or any additional payment obligation not contemplated herein; and

iii. it will not knowingly insert any inappropriate, improper or unlawful content, reference, material, or links (e.g. in respect of illicit gaming, adult content or racism), defamatory statements, elements which violate the privacy of third parties or are abusive, offensive or obscene. BeMyGuest shall use reasonable efforts to ensure that the Products shall be accurate, complete and not misleading.

8. Distribution Partner acknowledges that BeMyGuest owns all rights, titles and interests in all intellectual property rights, including the Agents Marketplace and BeMyGuest API, all content, logos, trade names, trademarks and service marks, and any content, data, software, technology, tools or business methods used by BeMyGuest to develop, promote, market, sell, and distribute the Products (collectively the “BeMyGuest Intellectual Property”). Nothing in these T&C’s shall be deemed or construed as a transfer of any BeMyGuest Intellectual Property to Distribution Partner. Neither Party shall in any manner misrepresent or embellish the relationship between Distribution Partner and BeMyGuest.

9. Distribution Partner agrees that except for the limited, right to use the BeMyGuest Content as set forth herein, it shall not use or display (directly or indirectly), any trademark, logo, or branding (including, without limitation, any misspelling or substantially similar version thereof) of BeMyGuest (the "BeMyGuest Marks"), in any manner whatsoever (including without limitation, in any search engine marketing or search engine optimization, in any domain name, any other online/offline marketing or advertising, press releases, etc.) without first obtaining prior written approval from BeMyGuest, acting reasonably. Nothing in these T&Cs shall prevent, limit, restrict or preclude Distribution Partner from using the term 'guest' in any manner whatsoever.

10. BeMyGuest reserves the right at all times to require the Distribution Partner to cease any search engine marketing or search engine optimization activity (“SEM/SEO Activity”) that involves the use of Suppliers brand terms. On BeMyGuest issuing such a requirement the Distribution Partner must discontinue the SEM/SEO Activity within 24 hours. If the Distribution Partner fails to do so, BeMyGuest may, without limiting its other rights and remedies, suspend the Distribution Partner’s access to the Products.

11. BeMyGuest may from time to time monitor the Distribution Partner’s Owned Websites or Approved Sales Channels as publicly available to ensure that the BeMyGuest Content is properly set up. In the event BeMyGuest, in its sole discretion acting reasonably, determines that the BeMyGuest Content from the Distribution Partner is not properly set up, then BeMyGuest shall notify the Distribution Partner of the changes to be made. Distribution Partner shall make such changes within fifteen (15) calendar days of receipt of the notice. If Distribution Partner does not make the changes within the fifteen (15) day period, BeMyGuest may, without limiting its other rights and remedies, immediately suspend the Distribution Partner’s access to the Products.

12. Distribution Partner shall be entitled to BeMyGuest's net rates for the Products ("Net Rates"). Distribution Partner may sell the selected Products at any price that it deems appropriate at its absolute discretion (“Retail Rates”), except when any of the Products have retail rate restrictions dictated by the Suppliers, inclusive but not limited to Price Parity, Minimum Selling Price or MSP (hereafter collectively referred to as “Price Parity”). BeMyGuest will make the Net Rates and Price Parity for the Products available to the Distribution Partner. For Suppliers that have implemented Price Parity restrictions, Distribution Partner undertakes that it will not sell such Products with a Retail Rate lower than Price Parity. Distribution Partner further undertakes that BeMyGuest will not be liable for any penalty charges imposed on BeMyGuest by Supplier as a result Distribution Partner selling Products at Retail Rates below the Price Parity provided. For the avoidance of doubt, Distribution Partner shall be entitled to retain, in full, the difference between the Retail Rates and the Net Rate payable to BeMyGuest (“Distribution Profits”).

13. BeMyGuest passes to Distribution Partner the Net Rates and Price Parity inclusive of consumption tax (such as value added tax goods and services tax). However, in the event that the sale of the Products is subject to any additional taxes, in accordance with applicable laws and regulations, BeMyGuest will not be liable for any such additional taxes.

14. In the event that Distribution Partner, Distribution Partner Customers or Suppliers request amendments or cancellations to bookings, BeMyGuest will process such amendments or cancellations in the following manner:

i. Suppliers are free to determine their own amendments and cancellation policies for their Products offered through BeMyGuest. Distribution Partner and Distribution Partner Customers will be bound by these cancellation policies as part of the booking process. Cancellation policies will be delivered to Distribution Partner.

ii. In the event that Distribution Partner Customers request cancellations of bookings, Distribution Partner will notify BeMyGuest and BeMyGuest will process such requests with Suppliers. Subject to the Products being refundable, BeMyGuest agrees to provide Distribution Partner with credit for equivalent value of such bookings within 30 calendar days of confirmation from Suppliers that the cancellation of Products have been processed.

iii. In the event that Suppliers cancel bookings, BeMyGuest will notify Distribution Partner and BeMyGuest agrees to provide Distribution Partner with credit for equivalent value of such bookings within 30 calendar days of confirmation from Suppliers the Products have been processed.

iv. BeMyGuest shall commit to the service level agreement for Customer Service as stipulated on the BeMyGuest website:
i. https://agents.bemyguest.com.sg/en/customer-service-sla

15. Neither Distribution Partner nor BeMyGuest (inclusive of directors, officers, employees or agents of each party) shall be liable for any losses, damages, costs or expenses incurred or suffered by the other party under these T&Cs, or as a result of any transaction, unless arising directly from either party’s respective gross negligence, wilful default or fraud.

16. BeMyGuest reserves the right to update these T&Cs from time to time and shall notify Distribution Partners by giving no less than 14 days prior notice.

17. Neither Party will be liable for indirect, special or consequential damages for any loss of revenue, profits, or data arising in connection with these T&Cs, even if it has been advised of the possibility of such damages. Further, the Parties agree that each Party's total liability in respect of a breach of these T&Cs shall not exceed the total fees (if any) paid or payable to BeMyGuest in the twelve months preceding the date of the breach, save in the event of fraud, wilful misconduct, gross negligence or indemnification of any third-party claim in which none of the limitations of liability as set out in these T&Cs shall apply.

18. Notwithstanding anything to the contrary contained herein, neither party shall be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, acts of war or terrorism, pandemic, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labour difficulties or civil unrest. Notwithstanding the foregoing, in the event of such an occurrence, each party agrees to make a good faith effort to perform its obligations hereunder.

19. Both Parties may receive and process personally identifiable information relating to customers. The Parties must process such information only in accordance with applicable data protection and privacy laws and understands that any use of such information that is not authorised by these T&Cs may constitute a breach of data protection laws.

20. Save as set out otherwise in these T&Cs BeMyGuest makes no express or implied warranties or representations with respect to the Products offered (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of the course of performance, dealing, or trade usage).

21. Distribution Partner undertakes that Distribution Partner will indemnify BeMyGuest and will keep BeMyGuest indemnified against all actions, claims, costs and damages (including any compensation or damages paid by BeMyGuest on the advice of our legal advisers to compromise or settle any claim) and all legal costs and other expenses arising out of any Transaction that Distribution Partner enter into pursuant to these T&Cs save for claims, costs and damages resulting from BeMyGuest’s gross negligence, wilful default or fraud.

22. Distribution Partner has independently evaluated the desirability of offering the Products on its Owned Website or Approved Sales Channels and is not relying on any guarantee, warranty or representation other than as set forth in these T&Cs.

23. BeMyGuest failure to enforce Distribution Partner strict performance of any provision of these T&Cs will not constitute a waiver of any right to subsequently enforce such provision or any other provision of these T&Cs.

24. The Parties may receive Confidential Information from the other Party. Each Party agrees they will not disclose Confidential Information obtained from the other Party and will not use the Confidential Information for any reason or purpose, except as legally required, and that it will reasonably protect Confidential Information received from the other Party from unauthorized use, access, or disclosure. All Customer data, including name, email, address, telephone and credit card number, performance/financial data (related to or created) under or pursuant to these T&Cs, shall be regarded and treated as Confidential Information and shall not be made available, offered, disclosed, published, transmitted or sold to any third party.

25. All information relating to rates, commissions, mark-ups and payment details, and all information of a secret, confidential or proprietary nature concerning the business or affairs of BeMyGuest are strictly confidential and must not be disclosed by the Distribution Partner to third parties.

26. In the event Distribution Partner’s account with BeMyGuest is suspended and/or terminated, for whatever reason, Distribution Partner must continue to adhere to Clause 24 and Clause 25 of these T&Cs.

27. Either party may terminate this agreement by giving the other party written notice of no less than 30 days.

28. Either Party may terminate the Distribution Partner Agents Marketplace account at any time by giving notice in writing to the other party if the other party is in breach of its obligations under these T&C’s, and if the breach is capable of remedy, is not remedied within fifteen (15) calendar days of receipt of written notice of breach, or immediately if the breach cannot be remedied or in the event of a repeated material breach, or if the other party ceases or threatens to cease to carry on business as a going concern or becomes insolvent or is unable to pay its debts within the meaning of the applicable legislation or if it suffers any distress or execution to be levied or shall have a winding-up order made against it or suffer the filing of a winding-up petition or shall make any arrangement or composition with creditors or take or suffer any similar action in consequence of a debt.

29. Upon suspension or termination of Distribution Partner’s account with BeMyGuest for whatever reason, Distribution Partner agrees to immediately (a) remove and cease use of all BeMyGuest Content from Distribution Partner Owned Website or Approved Sales Channels; and (b) return all documents and materials belonging to BeMyGuest to BeMyGuest.

30. These T&Cs shall be governed and construed in accordance with the laws of Singapore. Any dispute arising out of or in connection with these T&C’s shall be referred to the courts of Singapore for resolution.

BeMyGuest Pte. Ltd.
137 Cecil Street
#10-01/05 Cecil Building
Singapore 069537
Company Reg: 201205177M
TA 02367

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