This contract is translated for information purposes, the legal version is in French
This contract is between:
AGAH, a public limited company with a Board of Directors with a capital of 53,170 euros, whose registered office is located in Les Hauts 710220 SAINT BONNET DE JOUX, registered in the MACON Trade and Companies Register under number 789 714 367, operating the GROUPCORNER website, represented by its manager Mr Antoine de Corsonci, hereinafter called "GROUPCORNER".
AND
The company described in the form above. Hereinafter referred to as the AGENT.
PREAMBLE :
GROUPCORNER operates an Internet site accessible at the address http//www.groupcorner.com. It makes available to its users the services available on the site in order to facilitate contact between hotels and individuals or legal entities seeking a group accommodation (8 rooms or more).
The AGENT operates a travel agency (hereinafter referred to as "the agency"). The AGENT may use the Groupcorner website to offer group accommodation solutions to their customers.
The term "GroupcornerPro" refers to GROUPCORNER's affiliate program for travel agencies, which was launched in September 2018. Groupcornerpro client agencies have registered by providing an agency name and at least one email address.
The term "income" refers to the amount of gross sums excluding tax levied by GROUPCORNER from the affiliated accommodation in return for its intermediary services as part of the group booking. As an indication, GROUPCORNER's income is around 10% of the total amount reserved and paid by customers for accommodation.
The term "commission" refers to an amount (excluding tax) that will be paid by GROUPCORNER to THE AGENT for each "confirmed reservation".
The term "confirmed reservation" refers to a reservation, which is not cancelled by the customer, in a GROUPCORNER partner accommodation that has resulted in the actual provision of accommodation in an accommodation. At any time, if the reservation is cancelled, the status of the reservation changes from "reservation in progress or booked" to "cancelled". If the reservation is not cancelled, the reservation is a "confirmed reservation".
The term "income received" refers to the moment of the income actually received by GROUPCORNER. These are revenues from confirmed bookings, whose check out date has passed, that have been invoiced to the accommodation and whose invoices have been paid to GROUPCORNER by the accommodation.
The parties have come together and agreed on the following:
1 Purpose of the partnership
1.1Membership of GROUPCORNER Pro
The AGENT will create a "GROUPCORNER Pro" account with his access codes and identifiers. Registration is free of charge and without any commitment of time. The AGENT will then be able to create user profiles from his account for each of his collaborators. The AGENT will use this tool, without obligation, to respond to requests for group accommodation from their clients. GROUPCORNER will process these requests directly with the AGENT. For confirmed bookings, bookings, contracts and payments will be made directly between the booked accommodation and the AGENT. GROUPCORNER will receive income from these confirmed reservations, which are paid by the accommodation to GROUPCORNER and then GROUPCORNER will pay part of the income received to THE AGENT. This is the commission.
1.2 Exclusivity
It is specified that this agreement is concluded on a non-exclusive basis, on both sides. The AGENT is free to offer its customers other means to meet group booking requests and GROUPCORNER is free to offer its services via other travel agencies.
2 Trade agreement
2.1 Commission calculation
For each "confirmed booking" made through the AGENT's account on the GROUPCORNER website, GROUPCORNER will pay a commission to THE AGENT based on the following scheme: 25% of the pre-tax income received by GROUPCORNER on the confirmed bookings. At the end of each calendar quarter, GROUPCORNER will calculate the amount of the commission to be paid to the AGENT in euros. A commission will be considered due when the client's stay is over and the income has actually been paid by the hotel or host to GROUPCORNER. GROUPCORNER will pay commissions quarterly within 30 days of the end of the calendar quarter. In the event that the accumulated commission to be paid to the AGENT is less than €100 excluding VAT, the payment may be deferred by GROUPCORNER to the following quarter.
2.2 Commission bonuses
At the end of each year, GROUPCORNER will calculate the amount of confirmed reservations whose income has actually been received and if this amount exceeds 120,000 euros over the entire year, a supplement of 10% of the pre-tax income received by GROUPCORNER on confirmed reservations will be paid to the AGENT. And this payment will be made with the usual payment of quarterly commissions.
2.3 Billing and payment procedure
The payment of commissions will be made by bank transfer, based on the bank details provided by the AGENT.GROUPCORNER processes the payment through a "self-invoicing" system. GROUPCORNER will provide the AGENT, by e-mail, with an invoice indicating the amount of the commission to be paid in the past quarter (the "invoice"). The invoice shall be accompanied by a statement detailing the details of the confirmed reservations in order to provide the AGENT with reliable and transparent accounting information and to verify its accuracy. Any complaint based on a statement must be sent by post or e-mail with acknowledgement of receipt within 30 days of receipt. The absence of a complaint within the deadline shall constitute final validation of the statement and the invoice. GROUPCORNER undertakes to respond to any accounting information or precision requested by the AGENT on the statement and the invoice.
3 Duration and termination
3.1 Duration and termination
The contract takes effect on the date of signature of the present contract for an indefinite period of time, and each party may terminate it at any time, and without reason, subject to 7 days' notice by sending an email to the following address: agent@groupcorner.com. In the event of termination, GROUPCORNER will continue to report quarterly, and pay the commissions, to the relevant AGENT as long as the AGENT has outstanding reservations, even if the amount is less than €100 excluding VAT.
3.2 Termination in case of force majeure
GROUPCORNER may freely terminate this Agreement with respect to the AGENT, after having previously informed the AGENT, if the AGENT does not comply with an obligation under this Agreement or harms GROUPCORNE R by its conduct.
4 Responsibilities
GROUPCORNER does not assume any obligation towards the AGENT with regard to (i) information relating to hotels and hosts on the Groupcorner.com website, (ii) the accommodation service and the estimate proposed by the hotels, (iii) the actual performance of the service. GROUPCORNER's service is limited to putting lLAGENT in contact with hosting providers offering group accommodation solutions. The contracts are then concluded between the AGENT and the hosts without the intervention of GROUPCORNER, under the sole responsibility of the AGENT and the host.
5 Intellectual property
The parties undertake not to infringe the intellectual property rights of the other party or create any confusion, and the parties undertake not to make any use of their names, trademarks, or the indication of the relationship between them, in any advertising, sales promotion, press release, or any other communication to the public whatsoever, without first obtaining the express consent of the other party.
In particular, the contracting parties undertake to refrain from undertaking paid search marketing campaigns (such as Google Adwords) involving any text protected by copyright, trademark or other trademark element belonging to the other contracting party and to refrain from using any advertising text including the word Groupcorner or any other similar term that could cause confusion, including any trademarks belonging to GROUPCORNER or THE AGENT.
The AGENT undertakes to refrain from registering or acquiring any Internet domain name containing the word Groupcorner or other similar terms that could cause confusion with the registered trademarks belonging to GROUPCORNER
6 General conditions
If any term or provision of this Agreement is found by the court or other competent authority to be unlawful, void, unenforceable or invalid, such term or provision shall be deleted from this Agreement, but the remaining terms and provisions of this Agreement shall remain in full force and effect.
Unless otherwise specified, the general conditions combined with this contract constitute the entire agreement between GROUPCORNER and the AGENT, and replace any previous understanding or agreement. GROUPCORNER's general terms and conditions of sale take precedence over the AGENT's general terms and conditions.
GROUPCORNER may at any time modify the general terms and conditions of this contract by updating this document. In this case, the new general conditions will be sent to the AGENT and presumed accepted after a period of 15 days without the latter having sent any objection by registered mail.
Each party shall bear its own costs and expenses incurred in the preparation, negotiation and performance of this contract.
7 Jurisdiction - applicable law
This contract is subject to French law. Any dispute, any dispute falling within the scope of this agreement, including its termination and consequences, shall be submitted to the Commercial Court of Mâcon.
