Partnership contract
BETWEEN :
AGAH, SA with a capital value of 53,170 €, headquartered at Cite de l Entreprise - Batiment Mb - 200 boulevard de la Resistance - 71000 MACON - FRANCE, registered in the RCS of MACON,FRANCE with number 789 714 367, registered at Atout France with the number IM071160003, owner of the Groupcorner brand and website www. Groupcorner.com, represented by CEO / President M. Antoine de Corson.
Hereafter named Groupcorner
And:
The company described in above form
Hereafter named The Host
Jointly or individually referred to as the party or parties:
INTRODUCTION :
Groupcorner owns and operates the commercial brand "Groupcorner" on the website address www.Groupcorner.com. Groupcorner provides service to website visitors: individuals or legal entities (Users /Clients) looking for group accommodation are put in contact with partner properties (Hosts). Groupcorner also provides a payment platform.
In addition to property listing services on the website, Groupcorner will request quotes for group accommodation from the Host and may book these stays on behalf of the Users. Groupcorner will manage the booking process and payment of the accommodation for the Host.
The Host operates accommodation services at one or more properties, in the form of a company, multi-site company, affiliate network, franchise etc. and seeks to increase group accommodation sales in its property(ies).
The Parties agree to the following terms:
Part 1 - PROPERTY LISTING SERVICE
Article 1: Purpose of the Partnership
"Partner" status allows the Host's property(ies) to be selected on a priority basis when the User searches for properties in a given geographical area.
The "Partner" status does not confer any exclusivity upon the Host. Consequently, the Host agrees that other properties in its geographical area may also benefit from "Partner" status.
The Host will be provided a login and password enabling them to update listing information about each property, to answer quote queries, to reply to Client messages and requests for options.
The Host will be one of many partners listed on the website.
Article 2: Listed properties:
To add new partner properties, the Host will need to contact Groupcorner by email with information about the property(ies) to be added to the Groupcorner platform.
Article 3: Obligations arising from the listing
The property listing on the website is free and does not incur fees by Groupcorner.
The property listing service enables the Host to benefit from the opportunity to propose accommodation offers and price quotes for group accommodation on the Groupcorner website in accordance with the conditions defined below and the general terms and conditions of purchase specified in the Booking Confirmation. These terms mainly concern the payment and cancellation conditions which The Host accepts unconditionally. It is expressly agreed that these terms and conditions of purchase shall in any event prevail over any general terms and conditions of sale provided by The Host.
The Host agrees not to contract directly with a Client outside the Groupcorner website for any and all booking requests and offers of accommodation made and received via the website.
Article 4: Withdrawal of listing
The Host may at any time request Groupcorner remove its property(ies) from the website.
Groupcorner agrees to remove the property(ies) from the website within thirty days of receipt of a written request.
The request must be sent by e-mail to partnership@groupcorner.com.
However, the rights and obligations arising from this Partnership Agreement shall remain applicable for current bookings and more generally for any future bookings accepted by the Host, as per terms above, even if the property(ies) are no longer listed on the Website.
Article 5: Responsibilities concerning the property listing
5.1. Groupcorner
Groupcorner is solely responsible for its obligations related to the publication and listing of the Host property(ies) on the Groupcorner website.
Groupcorner is not responsible for any consequences due to interruption of Internet service affecting obligations arising from this contract, in accordance with the Terms of Use.
5.2. The Host
The statements and information provided by the Host relating to the quality and description of the property(ies) listed on the website (location, facilities, availability, etc....) are the sole responsibility of the Host.
The Host agrees to ensure all exchanges with the Client contacted via the website remain exclusively on the website, and in particular all exchanges concerning the booking process and agreement to terms and conditions. This obligation applies even if the Host has exchanged with the Client by telephone in the case of a callback request from the Client made on the website.
The Host will not post any external links which send Users off the Groupcorner website, nor provide any telephone numbers or email addresses while exchanging with the Client on the website.
The Host will be able to enter bank details and other necessary documents on the website in the section provided for the payment process for subsequent Booking.
Article 6: Intellectual property
6.1. The Host declares and guarantees to Groupcorner that it owns all necessary rights to text and/or brand logos and/or photographs uploaded to the Website including ownership for reproduction and communication to the public, and specifically guarantees that Groupcorner is not in any way liable for misuse nor will be pursued by a third party in this respect.
6.2. The Host does not acquire any ownership or usage rights for website screen shots and does not have the right to reproduce property listings, distinctive signs, emblems, logos, brands, artwork, or text belonging to Groupcorner nor can the Host use any comments or reviews submitted by Users of the Groupcorner.com website, which remain the exclusive property of Groupcorner.
Article 7 : Guarantees by the Host
7.1. The Host guarantees to protect Groupcorner against any legal action by Clients and agrees to indemnify Groupcorner for any financial consequences, including legal costs and attorney's fees, for recourse initiated by any natural or legal person who considers themselves injured in any way whatsoever, by the dissemination of information provided by the Host or by the performance of the services sold by the Host.
7.2. In the event of failure by the Host to comply with the above guarantees, Groupcorner reserves the right to immediately suspend the property listing relationship, without compensation of any kind whatsoever to the Host. The latter will then remain liable for the total payments due to Groupcorner under the present contract.
Part 2 – ACCOMMODATION BOOKINGS
In addition to the property listing service via the website described above, Groupcorner will transmit group accommodation quote requests to the Host who will be able to propose a price; Groupcorner may book the accommodation on behalf of the Users.
Groupcorner will be responsible for the booking and payment of the accommodation, however The Host will take over and assume all subsequent service provision and Client support once the Booking has been paid for. Groupcorner puts Users in direct contact with Hosts to facilitate communication of arrival details and coordinate guest services.
Acceptance of these provisions is an essential and determinant condition of this contract.
Article 8 : Quote / Offer by the Host
Following a request for accommodation from a User on the website, Groupcorner sends the Host a quote request specifying dates, number of nights and the type of accommodation required.
The Host shall send Groupcorner a service and price Offer (the Offer). The price shall be inclusive of all taxes or specify any taxes in addition to the price.
The price proposed by the Host will be increased by Groupcorner; a revenue margin will be added before the quote is sent to the Client.
The Host agrees for each given group to Offer its best agency rate (net of commission).
The Offer shall also specify the terms of payment (due dates and amounts of deposit payments, deadline for final payment) required by the Host.
The financial terms of the Offer shall remain valid for the period specified in the Offer, provided that the accommodation is still available on the day of the Client's confirmation (unless the Host has undertaken to hold the accommodation on Option during the period of validity of the Offer, in which case the option expiration date and time should be specified in the Offer).
Article 9: Acceptance of the Offer - Bookings
The Offer will be accepted by Groupcorner by sending a notification from the Website.
The Host will then confirm the availability and hold the reservation of the accommodation for the benefit of the Client. This confirmation shall constitute acceptance of the Offer and form a contract between the Host and Groupcorner (the Booking Confirmation).
Article 10: Deposit - Payment schedule -Cancellation conditions
10.1 Deposit Payments
The payment of deposit(s) by Groupcorner must be made in accordance with the payment schedule and deadline dates set out in the Booking Confirmation.
If a deposit is not paid by the deadline, the Booking will be null and void, with no compensation on either side.
The Host will then be free to dispose of the accommodation. More generally, the Parties will then be released from all rights and obligations under the Booking Confirmation.
10.2 Modification or partial cancellation of the Booking
A tolerance is granted by the Host for any downward modification (partial cancellation) of the Booking, if done before the date of the last payment. Partial cancellation is agreed to be without fees within a limit of 15% of the total monetary amount of the initial Booking. In this case, the Host will only charge Groupcorner the amount corresponding to the modified Booking, and no extra fees for partial cancellation shall be due.
In the event that partial cancellations exceed 15% of the total amount to be paid on the initial Booking, the Host may invoice Groupcorner for the amount exceeding this 15% threshold.
The payment schedule will be adapted according to the modified reservation.
10.3 Total cancellation of the booking
In the event of total cancellation of the booking after payment of the deposit(s), the Host will retain the payments already received as sole compensation, without the possibility of requesting any other payments or extra fees.
The deposit will be definitively retained by the Host provided that the cancellation is not related to :
(i)
A modification at the initiative of the Host for the service or its terms and conditions in relation to the Booking Confirmation, or
(ii)
A case of force majeure, or
(iii)
A case referred to in article L211-14 II of the FRENCH Tourism Code requiring the reimbursement of deposit payments received by the Host.
In the cases referenced (i) to (iii), the Host shall pay back all deposits to Groupcorner.
No other compensation or payments may be claimed by the Host from Groupcorner.
10.4 Obligations of the Host
Upon receipt of the first deposit or payment, the Host shall remain liable to Groupcorner to provide the accommodation and services as described and agreed in the Booking Confirmation.
By accepting the Booking Confirmation, the Host agrees to a performance obligation for the provision of accommodation and services in accordance with their Offer and the Booking Confirmation. In particular, the Host agrees to reserve the accommodation as offered to Groupcorner and the Host shall not be entitled to cancel the Booking except in the event of non-payment by Groupcorner in accordance with the Booking Confirmation.
If for any reason beyond the control of the Host, the Host is unable to provide the agreed services themselves, they shall undertake to do everything possible to find an alternative accommodation solution in similar or better conditions (geographical area, quality, facilities, etc.). The Host shall pay any additional costs related to this alternative solution without being able to claim any additional fees or payments beyond payments already provided for in the Booking Confirmation.
Because of Groupcorner's brand image, particularly in terms of reliability, which is essential and recognized as such by the Host, as well as the possible constraints in finding an alternative solution that would result from the failure to honor the Host's contractual commitment, it is agreed as a penalty clause that the cancellation of the Booking by the Host for reasons other than non-compliance with the agreed terms of payment will result in a penalty payment to Groupcorner equal to the total amount of the Booking, as initial compensation and notwithstanding the possibility for Groupcorner to request additional damages.
Article 11: Invoicing and payment
The Host will send Groupcorner a final invoice corresponding to the Booking Confirmation after the accommodation service has been provided to the Client and the group has left the property.
Groupcorner will pay the deposit and final balance payments in accordance with the schedule specified in the Booking Confirmation.
Article 12: Direct communication between Hosts and Users
The Host is prohibited from directly contracting with a User for accommodation, seminars and Food and Beverage services when the User has been put in contact via Groupcorner.
If such a breach in this agreement is discovered, Groupcorner may without notice remove the Host property listings from the website and terminate the partnership and require compensation payment of the corresponding revenue Groupcorner should have received if the Host had fulfilled its obligations.
The Host may be required to directly exchange with the Users about practical details of the accommodation (parking, access, arrival or catering arrangements, etc.) and additional services not specified or included in the Booking.
The Host will maintain confidentiality for all financial details of the Booking Confirmation made by Groupcorner. In particular, it is forbidden to communicate net agency prices to the User, before, during and after the accommodation service.
The Host may remain in direct contractual relationship with Users for all additional services not agreed in the Booking Confirmation (bar, spa treatments, extras, transportation, etc.), and for the payment and collection of any duties and taxes (such as city taxes), and more generally for any payment that may be requested by the Host from Clients during or after their stay (including claims of damage, theft, etc.).
Article 13: Responsibilities for Booking
13.1. Groupcorner
Groupcorner puts the User/Client in direct contact with the Host and is responsible for the contractual relationship with the Host until full payment of the Booking. The Host waives any claims and legal action against Groupcorner in respect to the Host relationship with the Clients in the context of the accommodation provisions; the responsibility of Groupcorner is limited to the management and payment of the Booking. By way of example and not as a complete list, the Host will be responsible for the payment of any other fees or taxes and more generally any extra amounts charged to Clients, without being able to request any additional payments from Groupcorner.
13.2. The Host
The Host is responsible for reserving the accommodation as booked, providing services as per the Offer description and for satisfactory and proper execution and delivery of all accommodation and services offered to the Client via Groupcorner.
When the Booking has been paid for, the Host assumes responsibility for Client support and takes over the relationship with the Client within the framework of the booking contract.
In general, the Host guarantees Groupcorner protection against legal action sought by a User/Client against Groupcorner due to poor service, faulty delivery or bad behavior by the Host.
Part 3 - GENERAL PROVISIONS
Article 14: Duration and termination
This contract is concluded for a period of one (1) year and will be automatically renewed by tacit agreement for the same duration on each anniversary date. It takes effect from the date of its signature.
Each Party may terminate this Agreement at any time by sending an email to Groupcorner at partnership@groupcorner.com specifying the property(ies) concerned and the reasons for its termination. Groupcorner will terminate the listing of the concerned property(ies) by the Host within 30 days of receipt of the communication.
Each Party may also terminate the contract for failure by the other Party to fulfil any of its obligations, without prejudice or damages, after sending a formal notice by registered letter with acknowledgement of receipt, termination accepted if no reply sent after a period of 15 days.
The Host is obliged to honor all Bookings made before the termination of the contract, regardless of the date of the stay of the Reservation.
Article 15: Force Majeure clause
Force majeure is understood to mean any event reasonably unforeseeable at the time of the agreement of the contract, which is beyond the control of one of the parties, and whose effects the parties could neither avoid nor overcome at the time of its occurrence, making the total or partial performance of obligations impossible (i.e. natural disasters, wars, pandemics, terrorist acts, etc.).
In the occurrence of such an event, the victim party must immediately inform their co-contractor.
Neither party shall be held liable for the damaging consequences of a case of force majeure as defined by this clause. The parties are bound to make all reasonable efforts to limit the duration and consequences of the event.
If the event is only temporary, the effects of this contract will be suspended until the situation is restored to normal. However, if the duration of the event makes performance impossible for longer than thirty (30) days, the parties undertake to negotiate in good faith to adapt the contract.
In the event of a failure in these negotiations, or if it is established that it is definitively impossible to continue the contract or proceed with a Booking, the contract or Booking will be terminated automatically at the initiative of the most diligent party by simple written notification.
Article 16: Social and environmental responsibility
Compliance by the Host with the following commitments in terms of social and environmental responsibility is an essential element of this Partnership Agreement:
- Achieve direct savings by identifying areas of waste (reduction of energy consumption, paper consumption, etc.).
- Practice selective sorting and recycling of waste.
- Choosing suppliers demonstrating a commitment to CSR
- Communicate in order to make the client responsible for these environmental issues.
The Host agrees to comply with international and national standards relating to:
(a) fundamental human rights, in particular the prohibition of child labor under the age of 15 years and of all forms of bonded, forced or compulsory labor;
(b) embargoes, arms trafficking, trafficking in narcotic products and terrorism;
(c) trade, import and export licensing and customs;
(d) the health and safety of staff and third parties;
(e) work, immigration and the prohibition of clandestine work;
(f) the protection of the environment ;
(g) economic offenses and in particular corruption, illegal loans, bribery, misappropriation of public funds, favoritism, fraud, influence trading (or equivalent under applicable law), breach of trust, abuse of property or credit fraud, counterfeiting, forgery and related offenses ;
(h) the fight against money laundering ;
(i) antitrust laws ;
(j) non-discrimination: unequal treatment of persons based on social or ethnic origin, gender, age, religious beliefs, disability, etc.
Article 17: General conditions
Unless otherwise specificallay stated, the Terms and Conditions of Use combined with this contract constitute the entire agreement between Groupcorner and the Host and supersede any prior agreements.
The general terms of use and this agreement shall in any event take precedence over the Host's general terms and conditions.
Groupcorner may at any time modify this partnership agreement or the terms and conditions of use by updating it online. In this case, a new contract and/or new terms of use will be sent to the Host and presumed accepted after a period of 15 days has elapsed, unless the Host has sent a dispute by email with acknowledgement of receipt to Groupcorner at partnership@groupcorner.com.
Bookings validated prior to the modification of the terms and conditions of this contract and the General Terms and Conditions will remain subject to the previous Terms. New Bookings will be subject to the new Terms.
Article 18: Jurisdiction - applicable law
This contract is subject to French law.
Any dispute relating to the interpretation, execution or termination of this contract will be submitted to the jurisdiction of the Commercial Court of Macon (71) in France.
