Between the parties hereinafter referred to as :
· The AGAH company, a simplified stock company (Société par Actions Simplifiée) with share capital of 41, 770 euros, registered with the Commercial Register of Mâcon with reference number 789 714 367 and running the Groupcorner website, hereby represented by its CEO Mr. Antoine de Corson, hereinafter named « The PUBLISHER »
· And the company described in the form below, hereinafter named « The REFERENCED PARTNER»
It is beforehand reminded that :
The PUBLISHER runs the business named « Groupcorner » through the website Groupcorner.com. The PUBLISHER provides his users with services available online. The services aim at facilitating the connection between hotels and natural or legal entities that are looking for group accommodations.
The service provided by the PUBLISHER goes no further than the mere establishing of connections. The PUBLISHER’s mission is by no means to negotiate contracts. The website’s users, notably the REFERENCED PARTNER, is the sole entity responsible for the contracts that he negotiates as well as for their implementation.
The REFERENCED PARTNER runs a group of hotels organized as branches, affiliated networks, franchised companies etc. He wishes to develop the welcoming of groups in his hotels.
Article 1: Contents of the Partnership
Joining the “High visibility” status
The REFERENCED PARTNER wishes to optimize the visibility and ranking of his hotels on the Groupcorner website. In order to do so, he can order the services attached to the “ High Visibility” status from the PUBLISHER.
Thanks to the “High visibility” status, when a web user searches for a hotel geographically, the REFERENCED PARTNER’s hotels are ranked in a preferential way, and presented together with a detailed information sheet.
However, it should be stressed that the PUBLISHER does not grant any exclusivity to the REFERENCED PARTNER; what is more, other hotels included in the same geographical area are also liable to be granted the “High Visibility” status.
The REFERENCED PARTNER will benefit from a login and password which shall allow him to update the information sheets describing his hotels.
Proactive offer for web users who could not find any solution online:
As per the Partnership described herewith, if a web user could not find a proper answer to his or her accommodation request, the PUBLISHER shall propose in priority hotels belonging to the REFERENCED PARTNER. In order to achieve this, the PUBLISHER shall contact the web user directly.
Promotion of the partnership on the Partners page
The REFERENCED PARTNER shall be mentioned in the “ Partners” section of the website.
Article 2: Hotels included
The list of hotels belonging to the REFERENCED PARTNER which shall benefit from the “High Visibility” status is available in the additions to this document (appendix 1). The REFERENCED PARTNER shall be able to add some new hotels to the list. In that case, he shall inform the PUBLISHER.
Article 3: PUBLISHER’s fees
3.1 In consideration for the registration services, and following the conditions and details of implementation as defined by article 1, the PUBLISHER shall receive a fee corresponding to his services as a business intermediary. This fee shall take the form of a commission corresponding to 10% excluding VAT of the total billing excluding VAT billed by the REFERENCED PARTNER to the web user on behalf of the group for which he or she made the booking (the FINAL CUSTOMER).
3.2 In the event of withdrawal, no commission shall be paid to the PUBLISHER. Nevertheless, any booking which would be paid in part or fully shall be considered as a sale, and shall therefore give way to a commission as described above in article 3.1.
3.3 The commissions owed to the PUBLISHER as per this agreement shall be acquired as soon as the FINAL CUSTOMER makes the payment.
The REFERENCED PARTNER shall send the PUBLISHER a copy of the settled invoice within two days after the payment.
3.4 The REFERENCED PARTNER shall pay the invoice established by the PUBLISHER upon receipt.
3.5 The invoice can be disputed by the REFERENCED PARTNER within 5 working days; after this, the invoice shall be considered as final.
3.6 In case the invoice does not get fully paid within 30 days, the PUBLISHER may deny the REFERENCED PARTNER access to the website, until the invoice has been fully paid for.
3.7 Unless the PUBLISHER receives full payment for the commissions owed within the deadlines and according to the conditions abovementioned, a 10% interest rate shall be automatically added to the commissions and shall be paid for by the REFERENCED PARTNER.
Article 4: Bookings
4.1 Bookings are made directly to the REFERENCED PARTNER by the FINAL CUSTOMER.
Therefore the role of the PUBLISHER remains strictly limited to connecting the FINAL CUSTOMER with the REFERENCED PARTNER.
The contracts pertaining to the booking shall be signed only by the FINAL CUSTOMER and the REFERENCED PARTNER; therefore these documents remain subject to the general terms and conditions of the latter.
4.2 The PUBLISHER shall by no means either guarantee a booking to the FINAL CUSTOMER, or provide him or her with a service allowing them to travel or to stay at a hotel.
Therefore, the PUBLISHER remains excluded from the coverage of the 16 February 1994 Act which governs the contract to organize travel and the contract to act as an intermediary for travelling.
Article 5: Responsibilities
5.1 The PUBLISHER’s role being restricted to connecting the FINAL CUSTOMER and the REFERENCED PARTNER, it follows that only the latter shall be obliged to perform the obligations stemming from the booking made by the former.
The PUBLISHER could not be held responsible for any other actions than those pertaining to the referencing of the REFERENCED PARTNER on the Groupcorner website and platform.
5.2 The REFERENCED PARTNER is the only entity responsible for the bookings and the matching between the proposed check-in and check-out dates and the actual availabilities.
The PUBLISHER is by no means to be held responsible for the FINAL CUSTOMER’s withdrawal.
5.3 The allegations and pieces of information provided by the REFERENCED PARTNER regarding the quality of his hotels– regarding for instance the location, equipment, availability and so on– are not the PUBLISHER’s responsibility. What is more the PUBLISHER disclaims all liability as for the secondary services offered by the REFERENCED PARTNER.
Article 6: Copyrights
6.1 The REFERENCED PARTNER states and guarantees the PUBLISHER that he retains patents and trademarks rights on all online materials, such as texts and/or photographs or any iconography, so that reproduction and dissemination to the general public is made lawful, and so that Groupcorner shall not be searched or prosecuted by any third party for that matter.
6.2 The REFERENCED PARTNER shall not acquire any right of property or use either on screenshots, or on any reference, distinguishing feature, emblem, logo, brand, work or text pertaining to the PUBLISHER, including comments and remarks made by the web users of groupcorner.fr, in so far as all the items abovementioned remain the exclusive ownership of the PUBLISHER.
Article 7: Guarantees from the REFERENCED PARTNER
7.1 The REFERENCED PARTNER guarantees the PUBLISHER against any request or action taken against him by a third party. He also commits to compensating Groupcorner against the possible consequences of any action launched by any legal or natural entity that would deem themselves damaged in any respect whatsoever following the dissemination of information provided by the REFERENCED PARTNER or any problem that might occur during the completion of services sold by the REFERENCED PARTNER.
The guarantee concerns in particular any damages and/or criminal penalties for which the PUBLISHER would be sentenced; it also covers possible legal costs, including irrecoverable expenses and lawyers’ fees.
7.2 In case the REFERENCED PARTNER does not respect the guarantees abovementioned, the PUBLISHER reserves right to immediately suspend the online ranking process, while the REFERENCED PARTNER would not be in any position to demand any kind of compensation for his own profit. The REFERENCED PARTNER shall remain liable for payment of the full amount owed to the PUBLISHER, as per the terms of this Agreement.
Article 8: Duration
This Agreement is concluded for an indefinite period of time and shall come into effect as from the date of its signature.
This Agreement may be terminated at any time upon a 3 months written notice, starting from the sending of a registered letter with acknowledgment of receipt.
The commissions on bookings made while the contract was valid shall remain owed to the PUBLISHER and shall be paid by the REFERENCED PARTNER, as per Article 3 of this Agreement.
Article 9: Terms and conditions
Excluding contrary special stipulations, the general Terms and conditions combined with this document make up the whole Agreement between the PUBLISHER and the REFERENCED PARTNER; this replaces any previous understanding or agreement. Besides, the PUBLISHER’s Terms and conditions supersede those of the REFERENCED PARTNER.
The PUBLISHER will be able to modify the Terms and conditions of the Agreement at any time by updating this document. In that case, the updated Terms and conditions shall be sent to the REFERENCED PARTNER; they shall be considered as accepted after a 15-days term, unless the REFERENCED PARTNER sends any contestation via a registered letter with acknowledgment of receipt.
Article 10: Jurisdiction – Applicable law
The present Agreement is governed by French law.
Any dispute concerning the interpretation, enforcement or cancellation of this Agreement shall be under the exclusive jurisdiction of the Mâcon Court of Commerce (71).