TUI Deutschland GmbH

Karl Wiechert Allee 23

D-30625 Hannover

Accommodation contract Almyra Hotel und Village

Almyra Hotel und Village - HER16008 KOUTSOUNARI
72200
IERAPETRA
+30 2842062550
between TUI Deutschland GmbH representing one or more tour operators of the TUI Group +30 2842062579
and the supplier XIROKAMARA S.A. almyragm@giannoulishotels.com
This contract supersedes any previous versions of this contract reference.

Supplier XIROKAMARA S.A Payee XIROKAMARA S.A

Contact Contact name
Address 5 th km Hearaklion-Mires, Hearaklion-Crete, Greece, 71500 Address 5 th km Hearaklion-Mires, Hearaklion-Crete, Greece, 71500
+30 2842062550 +30 2842062550
+30 2842062579 +30 2842062579
Payee bank account XIROKAMARA S.A
Bank acc no
Bank name Pancretan Cooperative Bank
Bank sort code
Swift code STPGGRAA
IBAN code GR74 0870 0220 0003 0000 2967 522
Address Griechenland

Contract
24.04.2023 - 31.10.2023 (EUR / PER PERSON / PER NIGHT)

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Rates

Travel period 24.04.2023 - 26.05.2023 - 01.07.2023 - 26.08.2023 - 15.09.2023 - 01.10.2023 -

25.05.2023 30.06.2023 25.08.2023 14.09.2023 30.09.2023 31.10.2023
DZG1 Doppelzimmer Gartenblick 54.05 EUR 74.18 EUR 109.83 EUR 78.20 EUR 74.18 EUR 54.05 EUR
Min 2 / Std 2 / Max 3
Over standard occupancy -30 % -30 % -30 % -30 % -30 % -30 %

Child (2 - 13) 0.00 EUR 0.00 EUR 0.00 EUR 0.00 EUR 0.00 EUR 0.00 EUR
First
Child (2 - 13) 0.00 EUR 0.00 EUR 0.00 EUR 0.00 EUR 0.00 EUR 0.00 EUR
Further
DZM1 Double Sea View 56.35 EUR 77.63 EUR 113.28 EUR 81.65 EUR 77.63 EUR 56.35 EUR
Min 2 / Std 2 / Max 3
Over standard occupancy -30 % -30 % -30 % -30 % -30 % -30 %

Child (2 - 13) 0.00 EUR 0.00 EUR 0.00 EUR 0.00 EUR 0.00 EUR 0.00 EUR
First
Child (2 - 13) 0.00 EUR 0.00 EUR 0.00 EUR 0.00 EUR 0.00 EUR 0.00 EUR
Further
DZF1 Double Sea Front 63.25 EUR 85.10 EUR 120.18 EUR 88.55 EUR 85.10 EUR 63.25 EUR
Min 2 / Std 2 / Max 3
Over standard occupancy -30 % -30 % -30 % -30 % -30 % -30 %

Child (2 - 13) 0.00 EUR 0.00 EUR 0.00 EUR 0.00 EUR 0.00 EUR 0.00 EUR
First
Child (2 - 13) 0.00 EUR 0.00 EUR 0.00 EUR 0.00 EUR 0.00 EUR 0.00 EUR
Further
EZX1 Single room 86.83 EUR 121.90 EUR 190.90 EUR 141.45 EUR 121.90 EUR 86.83 EUR
Min 1 / Std 1 / Max 1

Child (2 - 13) (Per Night / Per Person)

Child (2 - 13) (Per Night / Per Person)
FZG1 Family Garden View 69.00 EUR 89.70 EUR 124.20 EUR 92.00 EUR 89.70 EUR 69.00 EUR
Min 2 / Std 2 / Max 4
Over standard occupancy -30 % -30 % -30 % -30 % -30 % -30 %

Child (2 - 13) 0.00 EUR 0.00 EUR 0.00 EUR 0.00 EUR 0.00 EUR 0.00 EUR
First
Child (2 - 13) 25.30 EUR 25.30 EUR 25.30 EUR 25.30 EUR 25.30 EUR 25.30 EUR
Further

Boards (Per Night / Per Person)

Base board: All inclusive included included included included included included

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Allocations

Travel period 24.04.2023 - 26.05.2023 - 01.07.2023 - 26.08.2023 - 15.09.2023 - 01.10.2023 -

25.05.2023 30.06.2023 25.08.2023 14.09.2023 30.09.2023 31.10.2023
DZG1 Doppelzimmer Gartenblick 8 room(s) 8 room(s) 8 room(s) 8 room(s) 8 room(s) 8 room(s)
Min 2 / Std 2 / Max 3
DZM1 Double Sea View 4 room(s) 4 room(s) 4 room(s) 4 room(s) 4 room(s) 4 room(s)
Min 2 / Std 2 / Max 3
DZF1 Double Sea Front 3 room(s) 3 room(s) 3 room(s) 3 room(s) 3 room(s) 3 room(s)
Min 2 / Std 2 / Max 3
EZX1 Single room 1 room(s) 1 room(s) 1 room(s) 1 room(s) 1 room(s) 1 room(s)
Min 1 / Std 1 / Max 1
FZG1 Family Garden View 2 room(s) 2 room(s) 2 room(s) 2 room(s) 2 room(s) 2 room(s)
Min 2 / Std 2 / Max 4

Restrictions
Release 3 day(s) 5 day(s) 5 day(s) 5 day(s) 5 day(s) 5 day(s)

Arrival all days all days all days all days all days all days

Departure all days all days all days all days all days all days

Min nights 1 1 1 1 1 1

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DZG1 - Doppelzimmer Gartenblick DZM1 - Double Sea View

Occ min: 2 no 1 2 3 Occ min: 2 no 1 2 3

Occ max: 3 adults adult adults adults Occ max: 3 adults adult adults adults
Occ std: 2 Occ std: 2
no children x x no children x x

Min age: 0 1 child x x Min age: 0 1 child x x

Infants up to max occ Infants up to max occ
Base board: All Inclusive 2 children x Base board: All Inclusive 2 children x

Child reduction does apply 3 children Child reduction does apply 3 children
for single with child: No for single with child: No
Occ 1 Occ 2 Occ 3 Occ 1 Occ 2 Occ 3

Suballocations x Suballocations x

DZF1 - Double Sea Front EZX1 - Single room

Occ min: 2 no 1 2 3 Occ min: 1 no 1

Occ max: 3 adults adult adults adults Occ max: 1 adults adult
Occ std: 2 Occ std: 1
no children x x no children x

Min age: 0 1 child x x Min age: 0 1 child

Infants up to max occ Infants up to max occ
Base board: All Inclusive 2 children x Base board: All Inclusive Occ 1

Suballocations
Child reduction does apply 3 children Child reduction does apply
for single with child: No for single with child: No
Occ 1 Occ 2 Occ 3

Suballocations x

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FZG1 - Family Garden View

Occ min: 2 no 1 2 3 4
Occ max: 4 adults adult adults adults adults
Occ std: 2
no children x x x

Min age: 0 1 child x x x

Infants up to max occ
Base board: All Inclusive 2 children x x

Child reduction does apply 3 children x

for single with child: No
4 children

Occ 1 Occ 2 Occ 3 Occ 4

Suballocations x x

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Offers and supplements

Type Book date range Conditions Details

Arrival days: All days

24.4.2023 - Valid for room type(s): ALL
Travel period: 31.10.2023 Reduction is: valid on paid nights
per person/per Applicable to bookings with: partial stay in offer period
Early bird 10.10.2022 - 31.1.2023 Supplement: night Early bird reduces: base board and board supplements
Adult: -20% Valid for bookings with: All boards
Child (2 - 13): -20% Supplier offer reference:
Duration of stay: Min: 1 / Max: 999 Reduction is not applicable on free night(s) valid at the same time. Example:
stay 7 nights and 1 night is free - reduction is applicable on 6 nights.
Arrival days: All days
24.4.2023 - Valid for room type(s): ALL
Travel period: 31.10.2023 Reduction is: valid on paid nights
per person/per Applicable to bookings with: partial stay in offer period
Early bird 1.2.2023 - 31.3.2023 Supplement: night Early bird reduces: base board and board supplements
Adult: -15% Valid for bookings with: All boards
Child (2 - 13): -15% Supplier offer reference:
Duration of stay: Min: 1 / Max: 999 Reduction is not applicable on free night(s) valid at the same time. Example:
stay 7 nights and 1 night is free - reduction is applicable on 6 nights.
Arrival days: All days
24.4.2023 - Valid for room type(s): ALL
Travel period: 31.10.2023 Reduction is: valid on paid nights
per person/per Applicable to bookings with: partial stay in offer period
Early bird 1.4.2023 - 30.4.2023 Supplement: night Early bird reduces: base board and board supplements
Adult: -10% Valid for bookings with: All boards
Child (2 - 13): -10% Supplier offer reference:
Duration of stay: Min: 1 / Max: 999 Reduction is not applicable on free night(s) valid at the same time. Example:
stay 7 nights and 1 night is free - reduction is applicable on 6 nights.
Valid for the following tour operators & brands:

TUI Germany/Austria

x ltur

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Early bird prepayment

Travel period Booking date Reduction Prepayment date

24.4. - 31.10. 31.1.2023 -20 % 01.05.2023

24.4. - 31.10. 31.3.2023 -15 % 01.05.2023

24.4. - 31.10. 30.4.2023 -10 % 31.05.2023

Prepayment in % Min value in EUR Max value in EUR

25.00 10000.00 180000.00

Incentive plan:

Lower Limit in in EUR Upper limit in in EUR Percentage

1 999999 2

Comment:

For ltur there is an early bird payout limit of 1000 Euro (instead of 10000 Euro) per payout date.

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The following Clause forms an integral part of the Hotel Contract and is shown separately just due to technical reasons.

Early bird advance payment

TUI shall pay the hotelier an advance percentage payment based on the underlying revenue (booked accommodation costs) on the agreed
date of calculation. TUI settles the early bird advance payment by deducting the agreed to percentage from the hotelier’s invoices or
master bill. There is no differentiation between early bird and non early bird customers. Early bird advance payments are generally granted
per season only within the framework of a minimum payment of € 10,000 and maximum of € 180,000. TUI reserves the right not to pay
advance payments that fall below € 10,000 and or exceed € 180,000.
TUI Destimo Terms of Use, and Terms and Conditions of Contract
Content
A.) Terms of Use for using TUI Destimo
B.) Terms and Conditions of Contract for concluding hotel contracts using TUI Destimo
Signing this agreement shall not be construed as waiver by either Party of any rights regarding the COVID-19 crisis,
including but not limited to the right to invoke Force Majeure
A.) Terms of Use for using TUI Destimo
Please read these Terms of Use carefully before using TUI Destimo. By using TUI Destimo you agree to these Terms of Use.
1) Electronic communications
If you use TUI Destimo or send us emails, you are communicating with us electronically. We will communicate with you via email or by
publishing declarations on TUI Destimo. For contractual purposes you agree to receive electronic communications from us and you agree
that all approvals, consent, notifications, publications and other communications that we convey electronically do not need to be in writing
unless mandatory applicable statutory provisions so require.
2.) Copyright and database rights, brand and trademark rights, patents
The entire content that TUI makes available on TUI Destimo, such as text, graphics, logos, button icons, images, audio clips, digital
downloads and data collections, is protected by copyright and by TUI’s brand and trademark rights. Without our express and explicit
written permission you may not extract and/or re-use parts of TUI Destimo. In particular without TUI’s express and explicit written consent
you may not perform data mining, use any robot or similar data collection and extraction code or programs to extract any substantial parts
of TUI Destimo or its content for reuse (whether one-off or on more occasions).
TUI Destimo, in particular its functionalities and services, are protected by patent.
3.) Licence, right of use
Assuming compliance with these Terms of Use as well as the payment of any agreed fees, we grant you a limited, simple, non-
transferable, non-sublicensable licence (except for sublicences expressly granted to employees) to access and use TUI Destimo for the
purpose of concluding the contract and executing the contract with TUI. This licence explicitly precludes any resale or commercial use of
TUI Destimo that go beyond the purpose of the completion and execution of the hotel contract between you and TUI.
You may not misuse TUI Destimo. In particular you may only use TUI Destimo to the extent permitted by law. In the event that your use
of Destimo violates applicable laws, these Terms of Use or other applicable contractual conditions, we reserve the right to rescind your
licence to access and use TUI Destimo and withhold your use of TUI Destimo in whole or in part as well as to close your account or
remove or edit content.
4.) Changes to TUI Destimo and these Terms of Use
We reserve the right to make changes to TUI Destimo and to these Terms of Use.
5.) Your TUI Destimo account and your responsibility for your access data
If you use TUI Destimo, you are responsible for ensuring the confidentiality of your account and password and for restricting access to
your computer, and you declare that you agree that you are responsible for all activities that occur through the use of your account or
password, and accept such activities be they for or against you. You have to take all necessary steps to ensure that your password is kept
secret and safeguarded. You have to inform us immediately by notifying the specified TUI Destimo contact if you suspect that a third party
has gained knowledge of your password or is likely to be using your password without authorisation. You can change your password at
any time by using the "I forgot my password" link.
Insofar as one of your employees has access to TUI Destimo, you are obliged to inform us if this employee leaves your company or
changes to a different function. We will then disable this TUI Destimo account. Please bear in mind that your employees with authorised
access to TUI Destimo have rights to the extent you requested us to grant them. These employees can therefore possibly make legally
binding changes on your behalf.
6) Confidentiality of all data, compliance with data protection and privacy
All data that we provide in the context of TUI Destimo are strictly confidential. This is especially true for personal booking data and all
price-related data.
Furthermore, you, your employees and others you appointed to fulfil your duties are responsible for complying with the provisions of the
German Federal Data Protection Act (BDSG). You hereby undertake in advance to indemnify us for all associated costs that may arise in
the event of a breach of the confidentiality obligation and/or a violation of the German Federal Data Protection Act.
7) Use of tracking methods and creating user profiles
To improve the system performance of TUI Destimo we use tracking methods to collect non-personal data for subsequent use by the
system. To avoid and track misuse of the TUI Destimo system we create usage logs (log files) which, inter alia, contain the user’s IP
address.
By using TUI Destimo you agree to both methods referred to above.
8) Our liability
We always try to ensure that you have continuous uninterrupted access to TUI Destimo. However, because TUI Destimo is an Internet-
based system, due to the nature of the Internet, such access cannot be guaranteed in full. Also, your access to TUI Destimo may
occasionally be interrupted or restricted to be able to carry out repair and maintenance work or set up new functionalities. We always
strive to limit the frequency and duration of any such temporary interruptions or restrictions to a minimum.
TUI accepts unlimited liability if the damage was caused by an intentional or grossly negligent breach of duty by TUI, a legal
representative or vicarious agent of TUI.
In addition, TUI is liable for the negligent breach of essential duties where such breach endangers the purpose of the contract, the
fulfilment of which is essential to the proper execution of the contract and on the observance of which you generally rely. In this case,
however, TUI is only liable for the foreseeable, typical damage. TUI is not liable for the negligent breach of obligations other than those
mentioned above.
The above limitations do not apply to injury to life, limb or health, for a defect after assumption of a guarantee for the quality of the
product and fraudulently concealed defects. Liability under product liability law remains unaffected.
Insofar as the liability of TUI is excluded or limited, this also applies to the personal liability of employees, representatives and vicarious
agents.
9) Applicable law and jurisdiction
Under exclusion of the provisions on private international law and the UN Sales Convention (CISG) German law applies to all legal issues
arising from or in connection with these Terms of Use. Exclusive jurisdiction is Hannover, Germany.
B.) Terms and Conditions of Contract for concluding hotel contracts using TUI Destimo
1) Scope and rank and order
These Terms and Conditions of Contract for the conclusion of hotel contracts using TUI Destimo (hereinafter Destimo Terms and
Conditions of Contract) apply to all contracts between TUI and the hotel owner concluded using TUI Destimo. In addition, the “TUI GROUP
TERMS AND CONDITIONS FOR PROVISION OF HOTEL SERVICES” in Central Europe in the current valid version (hereinafter the GT&C for
Hotel Contracting) apply. To the extent these Destimo Terms and Conditions of Contract or the agreements reached in TUI Destimo
contain explicit provisions, in the event of contradictions between the provisions, said express provision shall take precedence over the
provisions of the GT&C for Hotel Contracting.
2.) Conclusion of contract using TUI Destimo, amendments to the contract, retrieval of the contract
TUI negotiates and agrees the entire content of the hotel contract with the Hotelier face-to-face/personally and confirms this agreement in
writing by issuing a letter of confirmation in TUI Destimo (“Contracting Task” within the tab “Queues”). The content and extend of the
hotel contract comprises the content of the letter of confirmation, this TUI Destimo Terms of Use and Terms and Conditions of Contract
Content and the GT&C for Hotel Contracting (TUI Destimo Terms of Use and Terms and Conditions of Contract Content and the GT&C for
Hotel Contracting hereinafter collectively referred to as “General Contract Conditions”).
The hotelier can object to the content of the letter of confirmation and the General Contract Conditions only within 72 hours upon receipt.
After expiry of this time limit both the content of the letter of confirmation and the General Contract Conditions shall remain binding for
both Parties (TUI Destimo will then apply “Auto Accept” and the hotel will be bookable).
Before expiry of the time limit the hotelier can also actively confirm the content of the letter of confirmation and the General Contract
Conditions by pressing the button “Accept”. In this case the hotel will be bookable immediately upon this confirmation.
Unless otherwise stated in this General Contract Conditions this procedure shall apply to subsequent amendments also, except for the time
limit which will be 24 hours between receipt and “Auto Accept”.
Under "Documents" the hotelier can at any time retrieve and download in PDF format all contents of his offer and the current valid version
of the concluded hotel contract.
3.) Tour operators, brands & contractual parties on the part of TUI
The hotel contract is valid for those tour operators and brands as agreed in TUI Destimo. Contractual parties on the part of TUI are the
following companies:
TUI Deutschland & TUI Austria: TUI Deutschland GmbH, VAT ID DE242380569,
TUI Suisse: TUI Suisse Ltd., VAT ID CHE 106 829 546 VAT, represented by TUI Deutschland GmbH
TUI Poland: TUI Poland Sp.zoo, tax identification NIP No.779-20-48-522, represented by TUI Deutschland GmbH
individually and collectively referred to below as TUI.
4) Duration of the hotel contract
The hotel contract is valid for the period agreed in TUI Destimo.
5.) Content, accuracy, completeness and timeliness
The hotelier is obliged to ensure that all information provided by him in TUI Destimo is accurate, complete and up to date. This is
especially true for all contract-related data and the description of the hotel content. The hotelier can view and edit the information he
provided to TUI at any time in TUI Destimo under the appropriate headings.
6) Procedures for requests and changes in TUI Destimo
Any changes to the data entered at the time of concluding the contract (in particular the data under "Allocation" and "Rates") require the
consent of the other party. Otherwise, changes are not accepted in TUI Destimo and not effective. Whether the other party has agreed to
a request or a change request is visible to both parties in the relevant system queues and the displayed markers "ACC" (accepted), "O/S"
(outstanding) and "REJ" (rejected).
In variance to the above, the hotelier can independently and without consent from TUI enter reductions in prices ("Offer prices") under the
"Rates" tab. After TUI’s downstream systems have performed the re-calculation, the Offer price is immediately valid and sold on the
market. If the hotelier wishes to withdraw the Offer price, he can also independently set the price back to the contract price originally
agreed on.
For the requests set out below the following additional provisions also apply:
- If TUI sends a "Request Booking" (extra to allocation), the hotelier should process the request as soon as possible and no later than
within 24 hours. The system automatically rejects the request after 48 hours and deems the request withdrawn.
- If TUI requests "Extra allocation", the hotelier should process the request as soon as possible and not later than within 24 hours. After 7
days the system automatically rejects the request and deems the request withdrawn.
7) Booking data
The hotelier is obliged to regularly review the booking data from TUI for each individual arrival under the "Booking Data" tab in TUI
Destimo, in particular, he shall ensure he is properly informed in good time about new bookings and amendments to existing bookings.
TUI Destimo Terms of Use, and Terms and Conditions of Contract as of: 23.07.2020 1
As far as bookings are within the agreed allocation, as soon as they are entered in "Booking Data" they are automatically deemed
accepted by the hotelier. Nevertheless, the hotelier is obliged to process the bookings in TUI Destimo so that the TUI Destimo system can
duly notify the hotelier of any changes to these bookings.
8) Babies/infants
Babies/infants (under 2 years of age) always travel free and are automatically excluded from the price calculation.
9) Validity of catering services (board, meal basis), specials (offers) and discounts (reductions); board supplements
All the offered catering services, special offers and discounts the hotelier agrees on in TUI Destimo are always valid for all room types and
all conditions (calculated at "All Unit level"). TUI can freely combine all offers or discounts the hotelier grants in TUI Destimo. Discounts
apply only for valid occupancy and only to the respective base price, unless expressly agreed otherwise. Any board supplements are
agreed “per Person”.
10) Room for travel representative
If agreed in TUI Destimo the hotelier provides either a room free of charge for the travel representative or a rebate as fixed amount or on
a percentage basis. The characteristics of the room are to be agreed in each individual case at the hotel.
11) Touristic employees reduction
If agreed in TUI Destimo the hotelier shall allow a discount for the group of persons and in the amount as agreed therein. The discount is
valid for all room types, conditions and surcharges.
12) Board catering service
For package holiday customers in the TUI medium haul business for whom HB, FB or AI has been agreed and who arrive after normal
opening times of the hotel restaurants ("late arrivals") the hotelier is obliged to provide a catering service without further request by the
customer and/or TU. The catering service must offer at least a small meal. This obligation to provide board also expressly applies to
unscheduled late arrivals. The hotelier will ensure he is properly informed independently and in good time of any late arrivals, e.g. by using
TUI Destimo. For guests that leave early for whom HB, FB or AI has been agreed the above provisions shall apply mutatis mutandis.
13) Early bird discounts
If the parties in TUI Destimo agree to an early bird discount, the parties receive benefits under the following rules:
a) For all bookings reported to the hotelier by the agreed date the hotelier grants TUI a discount equal to the specified percentage (“fixed
early bird”).
b) For all bookings reported to the hotelier by or at the agreed time period before the date of arrival the hotelier grants TUI a discount in
the agreed amount (“rolling early bird”).
14) Special offers, discounts and early bird discounts in the case of early opening and/or changes to the start of the
season by TUI
If the hotel owner opens the hotel earlier than originally agreed or TUI shifts the published season (e.g. in the published timetable)
forward, the effective dates for the application of any special offers and reductions granted by the hotelier are also shifted forward
accordingly. In this case the agreed end date for the relevant period remains in place so that the effective period is extended accordingly.
The same applies to the start of the effective period for the early bird discount granted by the hotelier, although in this case the end of the
effective period is always the actual end of the season.
15) Deadlines for pre-bookings
If a specified date for notifying the hotelier is decisive (deadline) for offers, discounts or other contract-relevant transactions, in the case of
pre-bookings the date of entering the pre-booking in the “Bookings” tab is deemed the deadline. The date of the conversion of a pre-
booking to a firm booking, however, is not relevant.
16) End of season
The end or "To date" of the season is always arrival-based and includes at least one night.
17) Extra allocations, retain and return
If the parties agree to additional units/extra allocations, the respective rates agreed in TUI Destimo apply.
In the event that the bookings are cancelled, the so-called “retain extra allocations” remain in TUI’s overall allocation and are thus still
available to TUI. "Return extra allocations" are returned to the hotelier.
18) Booking stops/stop sales
If TUI can no longer book/no longer has access to the agreed units for reasons of an act on the part of the hotelier (hereinafter Booking
stop or Stop sale), this shall have no effect on units TUI has already booked or pre-booked. If TUI accepts the Booking stop sent by the
hotelier via TUI Destimo, this shall not be construed to mean that TUI waives its rights to offset the stopped units as part of any
guaranteed occupancy and associated guarantee attainment.
19) Online sales
TUI shall be entitled to make the allocation (or part of it) also available for direct sale to customers either at www.tui.com/es or any other
distribution channel across all source markets for the duration of the term of this Agreement provided that TUI remains liable to the
Supplier for its obligations under this Agreement. For the avoidance of doubt, the value of any such sales will be included when calculating
TUI’s total achieved sales for the purposes of any guarantee obligations.
20) TUI Card Benefit Programme
If the Hotelier takes part in the TUI CARD Benefit Programme, each TUI Deutschland and TUI Austria client paying with its TUI Card shall
receive a triple respectively quintuple benefit for his TUI package price. For this benefit the hotelier pays a marketing contribution to be
calculated on the basis of the booked accommodation costs as measured by TUI (hereinafter “Hotel turnover”). Unless otherwise agreed in
TUI Destimo the marketing contribution shall amount to 0.6 percent of the Hotel turnover for the triple benefit and 1.0 percent of the
Hotel turnover for the quintuple benefit.
21) Renegotiation of purchasing terms
If the hotelier grants third parties cheaper prices than he grants TUI (no matter whether through regular price agreements or special
promotions), he shall notify TUI thereof promptly and enter into talks with TUI to reach an agreement on reducing the original prices
agreed between TUI and the hotelier.
22) Contribution to advertising costs/media contribution
If the parties have agreed to a certain amount or a certain percentage of the attained Hotel turnover as a contribution to TUI’s marketing
costs for the hotel (“contribution to advertising costs”) in TUI Destimo, TUI will deduct this amount on the agreed due date from due
payments to the hotelier. Other payment methods (such as transfer or SEPA direct debit) shall apply only if expressly agreed. The scope
and manner of marketing/advertising depend on the space available to each individual tour operator covered by the contract and may
therefore be different/smaller compared to the initially planned marketing/advertising. In this case the contribution to advertising costs
shall be reduced accordingly.
23) Quality targets in Sun & Beach sector and procedures in event of quality defects
1) The quality target in the Sun & Beach sector is an average guest satisfaction (at least 30 reviews) of 8.40 over the course of twelve
months, and 8.70 for TUI Concepts. TUI Concepts excludes the BEST FAMILY and SUNEO product lines. The results of the TUI guest
survey are based on at least 30 guest reviews from November to October. For new partner hotels, there is no annual quality
measurement; rather, a proportionate quality measurement will take place from the initial month of partnership until the next November.
2) If the hotel of the hotelier does not meet the quality target of paragraph 1, the hotelier is obliged to take appropriate measures
immediately in order to reach the quality target as quickly as possible. TUI recommends the use of the fee-based consulting services of
TUI Hotel Consulting (more information is available online at www.tui-quality-support.de).
In order to achieve the quality objective, TUI regularly provides the hotel partner with corresponding quality figures (guest satisfaction
ratings) at www.tui-quality.net free of charge.
3) If the quality objective set out in paragraph 1 is not achieved for a period of three months, TUI will be granted the right:
a) to take the measures (if any) defined in a seasonal annex or long-term agreement
b) or to terminate, at its sole discretion, the cooperation with all associated contracts, either immediately or in compliance with a
settlement period.
4) In the event of there being a not representative number of guest opinions (at least 30 during 12 months) the assessment shall take
place by considering the complaints data as well as the actual number of guest opinions available and also by referring to TUI Product
Management, TUI Hotel Contracting, TUI Service and the hoteier. Other review portals can also be consulted. Should TUI and the hotelier
disagree about the result of this assessment the final decision shall be based on a TUI Mystery Check.
24) Health & safety
In addition to the hotelier’s general contractual and legal obligations with regard to customer health and safety as set forth in the GT&C
for Hotel Contracting the hotelier shall at all times comply with the requirements of the TUI Health & Safety addendum, which TUI makes
available at www.tui -quality.net, "Health & Safety" section (for registered users) or on individual request, for instance by sending an
email to sicherheit@tui.de or sending a request by letter through the postal service.
TUI has the right within the framework of the contractual cooperation (on the basis of the TUI Health & Safety addendum) to perform
hotel checks as follows: TUI or a representative checks the hotelier’s compliance with health and safety regulations; the agreed deadlines
for the rectification of deficiencies are binding.
25) Code of Conduct for the Protection of Children against Sexual Exploitation in Travel and Tourism
The DRV has signed the Code of Conduct for the Protection of Children against Sexual Exploitation in Travel and Tourism (see TheCode.
org). TUI, as a member of DRV, upholds this code of conduct and requires that the hotelier does not tolerate any form of sexual violence
against or exploitation of children (child prostitution, child pornography, child trafficking etc.) in the hotel or on the premises. In
accordance with the UN Convention on the Rights of the Child, persons who have not attained the age of 18 are considered minors. Any
violation of the code, which must be observed, has to be reported immediately to the local police and to TUI and, if appropriate, also to
the German Embassy in the respective country or to the national criminal police authority. If such sexual exploitation of minors is tolerated
in the hotel, TUI is entitled to terminate this hotel contract with immediate effect.
26) Sustainability Requirements
In case the Hotel has
a) 50 rooms or more in the Sun & Beach sector or
b) 80 rooms or more in the Modular sector and TUI´s allotment exceeds 10% of all rooms in the hotel,
the hotelier shall achieve and maintain a valid sustainability certification award that is recognised by the Global Sustainable Tourism
Council (GSTC). If the hotelier fails to achieve or maintain such an award in accordance with the timescales required by TUI, TUI will
commission Travelife to carry out a full GSTC-recognised sustainability audit of the hotel. TUI reserves the right to seek full reimbursement
of all reasonable costs incurred as a result of this audit – the cost will not exceed €1,500 (EUR). Following this audit, the hotelier agrees to
implement all recommendations that have been determined as being necessary in order to achieve the award standard.
27) Web TAS/dispatch of original copy
The hotelier can access master bills and remittance advice notes using the World of TUI’s web archive system. TUI reserves the right to
provide these documents solely in electronic form. TUI advises the hotelier to access the web archive system by email after the hotelier
has provided details of his email address. TUI provides the hotelier with his access (login) data as well as regular updates and news to the
specified email address.
28) Agreement ad referendum
If agreements on the payment of a fixed rental, an advance travel payment or the provision of a guarantee were agreed in TUI Destimo,
they do not become legally binding until signed by a managing director or an authorised officer of TUI Deutschland GmbH. This provision
is imperative and takes precedence over any conflicting provisions irrespective of the form or type of document.
29) Applicable law and jurisdiction
TUI Destimo Terms of Use, and Terms and Conditions of Contract as of: 23.07.2020 2
German law applies to all legal issues arising from or in connection with these Terms and Conditions of Contract under exclusion of the
provisions on private international law and the UN Sales Convention (CISG). Exclusive place of jurisdiction is Hannover, Germany.

TUI Destimo Terms of Use, and Terms and Conditions of Contract as of: 23.07.2020 3
TUI GROUP TERMS AND CONDITIONS FOR PROVISION OF HOTEL SERVICES - Central Europe February 2021
1. Agreement
1.1 Purpose of this Agreement
This agreement (“Agreement”) is for the provision by the Hotelier to TUI of Services (as defined hereinafter). The Services are an integral
part of TUI’s business model enabling TUI to provide its Customers with a complete leisure travel experience including a wide range of guest-
related facilities.
1.2 Parts of the Agreement
This Agreement comprises:
(1) these “Terms and Conditions;
(2) the “Hotel Contract” or “Seasonal Contract ”, which means the content of the completed standard form template containing details
of matters such as the Allocation, accommodation types, rates, supplements, board basis, services, dates and other related information,
which is found attached to these Terms and Conditions; and may, in addition, comprise the following optional elements (collectively referred
to as “Annex Agreements”), as agreed by the Parties:
(3) the “Financial Agreement” (if any) which means the document that details the Prepayments to be made by TUI to the Hotelier in
respect of the Services (as defined in Condition 2) and to be subsequently recovered by TUI from the Hotelier together with the terms of
any security relating thereto;
(4) the “Guarantee Annex” (if any) which means the document that details the terms and conditions of guaranteed sales of the Allocation
by TUI;
(5) the “Fixrent Annex” (if any) which means the document that details the terms and conditions of fixed rent payments to be made by
TUI;
(6) the “Licence Agreement” or “Co-Operation Agreement” (if any) which means the agreement regarding the use by the Hotelier of,
and participation in, one of the exclusive multi-channel marketing systems for hotels developed by TUI, including their respective brands, as
well as individual concepts and guidelines for the equipment and organisation of the Property and the Services (as defined in Condition 2),
the quality and training of staff, the advertising and marketing and other know-how;
(7) the “Hotel Framework Agreement” (if any) which means the terms and conditions agreed between the parties for a long-term
cooperation between the Parties;
(8) the “Group Long Term Agreement” (if any) which means the long term agreement agreed between parties for the provision of hotel
services;
(9) the “TUI Health and Safety Contract Addendum”; the “TUI Sustainability Requirements”, the “Code of Conduct” or any
other addenda (or similar documentation) which means the policies and standards of TUI in force which have been provided or otherwise
made available (such as by notification of a web link) to the Hotelier in respect of this Agreement and agreed between the Parties;
(10) any other Annex Agreement entered into by the Parties from time to time.
1.3 Prevalence
If this Agreement contains contradictory terms, the Hotel Contract, includingits Annex Agreements (if any), prevails over these Terms and
Conditions.
2. DEFINITIONS
In this Agreement:
“Allocation or Allotment” means that number of beds, rooms and apartments within the Property reserved for sale by TUI to its Customers
prior to the Release Date;
“Applicable Law” means all laws, regulations, directives, statutes, subordinate legislation of any applicable jurisdiction, all judgments,
orders, notices, instructions, decisions and awards of any court or competent authority or tribunal exercising statutory or delegated powers
and all codes of practice having force of law and statutory guidance;
“Change of Control” shall have the meaning given to it in Condition 10.3.1;
“Customer(s)” means any person who has booked or is provided with Services through any TUI Group Company or any assignee of TUI
or any TUI Party;
“Data Protection Legislation” means legislation, regulation, mandatory guidance or Codes of Practice protecting the right to privacy with
respect to the processing of personal data, or in the absence of such laws, Directive 95/46/EC of 24 October 1995 and Directive 2002/58/EC
of 12 July 2002 as amended or replaced from time to time;
“Effective Date” means the date on which this Agreement is entered into as set out in the Hotel Contract;
“Exclusive” / “Exclusivity” shall have the meaning given to it in Condition 5.13;
“Force Majeure” means any event or circumstance beyond the reasonable control of TUI or the Hotelier including, without limitation: act
of God such as earthquake, fire or flood; act of public enemy or terrorism; epidemic or contagious disease; war, civil disturbance or other
cases of national or regional emergency; explosion; abnormal weather conditions; marine or environmental disasters, power failure or
reduction of power supplies; acts of government or other regulatory authority or government advice against Customer and/or TUI Parties
travelling to the region, country or resort in which the Property is located; shortage of materials, fuel or labour; strikes, lock-outs and labour
disputes of any third party Hotelier (which for the avoidance of doubt, shall not include strikes, lock-outs or labour disputes of the Hotelier
or TUI, except where any such event affects the industry as a whole and is not specific to the Hotelier or TUI), and any other event in or in
the region, country or resort of the destination where the Property is situated which has, or is likely to have, the effect of reducing bookings
and/or prevents, or is likely to prevent Customers from starting or completing their holiday at the Property;
“Group Company” means any one of the Parties and/or any other undertaking which is a subsidiary, holding company, sister or mother
undertaking of either of the Parties. Any entity shall be considered a “subsidiary” or “holding company” if it is considered such under the
Applicable Law of any of the Source Markets;
“TUI Health and Safety Contract Addendum” means TUI’s Health and Safety policy referred to in the Hotel Contract;
“TUI Health and Safety Checklist” means TUI´s checklist on health and safety if agreed on in the Hotel Contract;
“Hotel” means the beds, rooms, apartments and the Hotel Facilities at the Property;
“Hotel Facilities” means all of the external and internal leisure, restaurant, sport, entertainment, recreational and other facilities including
in particular, but not limited to facilities like swimming pools, water slides and other water-based recreational and/or therapeutic facilities
located at the Property, all external areas such as gardens, roads, paths and beaches and all internal furnishings (be it at the Property and/or
in the surrounding area including where appropriate at neighbouring hotels) and provided by the Hotelier for the use or benefit of the
Customers;
1
“Hotelier” means the company or person(s) named in the Hotel Contract and/or Group Long Term Agreement as the Hotelier/Supplier of
Hotel Services;
“Insolvency Event” means any of the following events: (a) an order is made or a resolution is passed for the winding up of, or a provisional
liquidator is appointed in respect of any Group Company or a petition has been presented or a meeting convened for the purpose of winding
up any Group Company; (b) an administrator or compulsory manager is appointed in respect of any Group Company or steps intending to
result in such an appointment are taken; (c) a receiver (which expression shall include an administrative receiver) is appointed in respect of
any Group Company; (d) a Group Company becomes insolvent or unable to pay its debts or a Group Company stops paying its debts as
they fall due; (e) a voluntary arrangement is proposed in respect of any Group Company; or (f) an event analogous to any of the foregoing
has occurred in the applicable jurisdiction;
“Losses” means all claims, demands, actions, proceedings, damages, losses, costs and expenses and any other liabilities of any nature
incurred by or brought against TUI and/or any member of the TUI Group including without limitation:
(1) any liability for death, injury or illness (including fatal injury or illness) of any Customer and/or TUI Party; and/or
(2) any damage to any property of TUI and any liability of TUI for damage to the property of any Customer and/or TUI Party; and/or
(3) any liability of TUI to compensate any Customer and/or TUI Party; and/or
(4) any payment made to any Customer and/or TUI Party either on a pre-emptive basis with the intention of minimising the Losses that
would otherwise have been incurred or pursuant to an agreed settlement agreement (whether or not such settlement is in final form) or as
an outcome of dispute resolution.
“Official Category” means the rating of the standard and quality of the contracted Services by reference to stars or other signs as awarded
by the authority responsible for such ratings in the country where the Services are rendered, [as specified in the Hotel Contract];
“PCI DSS” means the Payment Card Industry Data Security Standards issued by the PCI Security Standards Council as updated from time
to time and set out at https://www.pcisecuritystandards.org;
“Personal Data” means as defined in the Data Protection Legislation.
”Prepayment” shall have the meaning given to it in Condition 6.2;
“Property” means the land (if applicable) and buildings named in the Hotel Contract, including the Hotel, where the Services (as defined
hereinafter) are rendered, irrespective of whether this is a hotel, hostel, hotel apartment or residence apartment, guest or boarding house,
private accommodation, farm stay cottage, a vessel or other mobile unit (e.g. mobile home, tent, caravan), or any other kind of accommo-
dation;
“Release Date” means such date as is calculated by counting back from a Customer’s arrival date at the Property by the number of days
referred to as “Release” in the Hotel Contract;
“Representative” means the person(s) named by TUI from time to time as its representative at the Property;
“Services” means the Allocation, Hotel Facilities and other touristic based services, including but not limited to the provision of wifi, food
and drinks, room cleaning and reception services and all other items, benefits and other services that are made available by the Hotelier to
TUI to sell to Customers as agreed in the Hotel Contract;
“Source Market” means the country or countries where TUI markets and sells the Allocation to its Customers
“Hotelier” means the company or person(s) named in the Hotel Contract and/or Seasonal Contract and/or Group Long Term Agreement as
the Hotelier;
“Sustainable Development Requirements” means TUI’ s policy on sustainable development which may be consulted at
www.tuigroup.com/accommodationSD.
“Term” means the duration of this Agreement commencing on the Effective Date until the final day of the season to which this Agreement
relates (as specified in the Hotel Contract) and subject always to earlier termination in accordance with this Agreement or to renewal by
explicit agreement;
“Transportation Liability” means liability for any kind of passenger transportation by automotive vehicles or marine or airborne vessels,
such as cars, buses, boats, ships, ferries, hot balloons, helicopters etc.) ;
“TUI” means the TUI company stated in the Hotel Contract which is authorised to represent and contract on behalf of any one or more TUI
Group Companies and, where the context allows shall include the Representatives, employees, agents and TUI Group Companies;
“TUI Party” means any person(s) who during the Term has a contractual link with TUI or another member of the TUI Group or to whom
TUI and/or the TUI Group Companies owe a duty of care including, without limitation, its Representatives, employees, officers, agents,
Customers, guests and associated companies;
“TUI Group Company” means TUI AG; a German Stock Corporation registered with company numbers AG Berlin Charlottenburg HRB 321
and AG Hannover HRB 6580, whose registered office is at Karl Wiechert-Allee 4, 30625 Hanover, Germany, and any subsidiary or affiliated
company (within the meaning of article 15 German Federal Stock Corporation Act) thereof.
3. REPRESENTATIONS AND WARRANTIES
3.1 General Representations and Warranties
The Hotelier represents and warrants that:
(1) the information contained in the Agreement (and any other information which it has provided to TUI) is complete, accurate and up-to-
date in all respects and will remain so throughout the Term;
(2) it has the capacity, authority and all necessary licences, permits and consents to enter into and perform this Agreement, and, where it
is the manager of the Property, it has a valid, binding, agreement with the owner or lessee of the Hotel for the Term and has the power to
bind such owner or lessee to the terms of this Agreement;
(3) it and its agents, employees, directors and sub-contractors shall, throughout the Term, comply with and perform their obligations in
accordance with this Agreement.
3.2 Representations and Warranties – the Property
(1) The Hotelier represents and warrants that:
(i) the Property and the Services are, and will remain throughout the Term, in accordance with the Hotel Contract and the standards
required for its Official Category;
TUI GROUP TERMS AND CONDITIONS FOR PROVISION OF HOTEL SERVICES - Central Europe February 2021
(ii) it has no plans to carry out any works of refurbishment or construction during the Term that will adversely affect a Customer’s
enjoyment of their holiday and is not aware of any plans for road-building works or construction works on nearby sites which would
similarly affect such enjoyment;
(iii) the Property is, and will remain throughout the Term, fully licensed (which includes in particular all licenses, permits and concessions
required by local regulations for the construction and operation of the Property, including in particular, but not limited to, all Hotel
Facilities and that the Hotelier will comply throughout the Term with all Applicable Law.
(2) Complaints to the Hotelier by the authorities responsible for monitoring adherence to the Applicable Law shall be acted upon by the
Hotelier immediately; and the Hotelier shall inform TUI of such complaints and the actions being taken to address those complaints without
delay. The Hotelier furthermore undertakes to make available to TUI or its Representative on request the original documentation or a copy
thereof, together with an officially certified translation, and will notify TUI or its Representative in writing, immediately of any expiry or
restriction or other significant alteration of the documentation.
4. BOOKINGS AND RELEASE
4.1 Provision of Allocation
The Allocation shall be provided by the Hotelier to TUI for the periods and on the terms stated in the Hotel Contract and at all times in
accordance with the terms of this Agreement. The Hotelier shall not allocate or reserve any part of the Allocation to or for the benefit of any
other person unless it is released by TUI in accordance with the terms of this Agreement.
4.2 Take-up and Release
(1) Prior to the Release Date TUI will produce a rooming list specifying the proportion of the Allocation that it will be taking up with details
of the Customers who will be using it. TUI may change the details of Customers contained in that rooming list at any time and will specify
such changes to the Hotelier. TUI may make this rooming list available to the Hotelier via hard copy or electronically. It is the Hotelier’s
duty and obligation to check this list on a daily basis. Allocation which has been reserved by TUI on a guaranteed basis shall not be released
or used by the Hotelier at any time unless TUI has given its prior written consent to such release. Furthermore, the Hotelier shall up to time
of arrival accept substitutes for Customers already booked in. All non-guaranteed Allocation not taken up by TUI shall be released to the
Hotelier automatically at 23:59 h on the Release Date.
(2) Without prejudice to Condition 4.2.(1) if any Customers specified on a rooming list cancel their booking, TUI shall be entitled to release
the room(s) to the Hotelier at any time prior to the date upon which those Customers were due to arrive at the Property.
(3) The Hotelier shall not instruct TUI to stop the sale or marketing of the Allocation (or any part of it) nor shall it place the Allocation on
stop sale at any time without the prior written consent of TUI (collectively “Stop Sales”) and the Hotelier agrees that it shall indemnify TUI
for all Losses incurred or suffered as a result of any Stop Sales.
(4) The Hotelier confirms that he will also accept legitimisation of Customers at check-in by personal ID or passport instead of vouchers.
5. HOTELIER OBLIGATIONS
5.1 Provision of the Services
(1) The Services shall at all times be provided in a manner that their purpose, to serve for the recreation of the Customers and their
enjoyment of their holidays, is achieved. The Allocation shall be provided by the Hotelier to TUI as set out in Condition 4.1. If the Hotelier
fails to reserve or does not make available the Services or the necessary Hotel Facilities (or any part thereof) either prior to the arrival of or
during the stay of the Customers at the Property, whether as a result of it not being ready, approved or fit to receive Customers, as a result
of an overbooking by the Hotelier, Stop Sales or any other reason, (collectively “Non-Availability”), then the Hotelier shall forthwith notify
TUI of such occurrence in writing or electronically and TUI may in its absolute discretion:
(i) require the Hotelier to provide alternative accommodation of the same or better quality and Official Category in the same unit or –
if this is not possible despite best efforts, and subject to prior approval by TUI – in an accommodation of at least the same category,
same resort and location; or
(ii) provide alternative accommodation itself; or
(iii) repatriate any or all of its Customers who were due to use the Allocation.
(2) The Hotelier shall be liable and pay to TUI all Losses incurred by TUI as a result of the Hotelier’s failure or inability to provide the Services.
If the Hotelier provides alternative accommodation in accordance with Condition 5.1(i) it shall be responsible for all costs associated with
the provision of that accommodation including the costs of transferring Customers to it. If the cost of that accommodation is less than that
paid by TUI for the Allocation that it is replacing, the Hotelier shall also repay to TUI that difference in cost.
5.2 Notification of Changes or Works
(1) The Hotelier shall notify TUI forthwith:
(i) if there is any material change to the Property or to the Official Category at any time during the Term or if there are inaccuracies or
omissions in the description of the Services published by TUI (including, but not limited to any online publications) of which the Hotelier
becomes aware, and shall immediately provide TUI with an updated, accurate description;
(ii) if any of its licences, consents, insurances or other requirements for proper operation of the Property expire, are withdrawn or
become invalid for any reason;
(iii) if it is unable to provide the Allocation, Hotel Facilities or other Services at the Property (or any part thereof) as a result of the
commencement (or likely commencement) of any construction or other work at or adjacent to the Property or if there is (or likely to
be) any form of noise, nuisance or disruption as a result of such construction or work;
(iv) if the Hotelier intends to carry out refurbishment works or planned maintenance at the Property; or
(v) of any other matter which is likely to affect either the Hotelier’s ability to comply with its obligations under this Agreement or the
undisturbed enjoyment of a Customer’s holiday at the Property.
(2) If any of the circumstances in Conditions 5.2(1) (iii) or (iv) is to occur at any time during the Term which results or is likely to result in
either:
(i) the Hotel or any other part of the Services not conforming with the requirements or standards set out in this Agreement or those
which have been agreed between the Parties; and/or
(ii) a loss or unavailability of Hotel or Hotel Facilities at the Property; and/or
(iii) Customers being affected in any way by any such building or maintenance works; and/or
(iv) the enjoyment of the Hotel by the Customers being adversely affected,
2
then the Hotelier shall provide as much prior notice as possible, and in any case not less than 6 months prior notice, of any such works to
TUI and TUI shall be required to give its consent to a programme of works before they commence if such works cannot be undertaken
outside of the applicable season and/or Term.
5.3 Defects
(1) If the Services are defective in any way the Hotelier shall remedy such defects without delay. The Hotelier shall take the necessary steps
which best serve the interest of the Customer and/or TUI. If Customers raise complaints and the Hotelier does not take sufficient action
immediately, within 24 hours at the latest, TUI may in its reasonable discretion compensate the Customers according to Applicable Law.
(2) Furthermore, Condition 5.1 (i), (ii) and) to (iii) shall apply correspondingly in case of defective Services.
(3) The Hotelier shall be liable for all costs, fees and expenses associated with such remedy, alternative accommodation, repatriation or
other compensation of the Customers, notwithstanding that TUI may at its sole discretion continue to use the Services prior to or during the
period of such remedy.
5.4 Inspection by TUI
TUI, and its authorised representatives, agents and sub-contractors, shall have the right to:
(1) inspect the Property at any time without notice. The Hotelier shall cooperate fully with any such inspection and provide access to all
parts of the Property including parts not normally accessible to Customers; and
(2) at any time inspect and take copies of all certificates, licences, consents, permits and other documents (including the documentation
mentioned in Condition 3.2(1) (iii) which the Hotelier is required to have by Applicable Law, code of practice or under this Agreement as far
as inspection of the mentioned data is lawful, in particular with regard to data protection and/or confidentiality obligations towards third
parties.
5.5 Representative Facilities
The Hotelier shall:
(1) make available at no cost (unless otherwise specified in the Hotel Contract) the accommodation specified in the Hotel Contract for the
use of the Representative;
(2) at no cost provide reasonable space at a suitably prominent position within the Property, which is acceptable to TUI, for the Representative
to operate a place for consultation with Customers and the promotion and sale of holiday services (including but not limited to excursions,
car hire facilities and other ancillary services) to Customers. TUI may place a desk and PC, display notice boards and distribute brochures
and other information from this position;
(3) not offer nor sell any excursions, care hire or other ancillary tourist services to TUI Customers at the Property nor shall it allow any third
parties to enter the Property to perform the same; and
(4) not seek to influence Customers to become direct customers of the Hotelier in any way and in particular the Hotelier shall not collect any
contact details from Customers nor make reservations for the Customers for any future date during their stay.
5.6 Health, Safety and Hygiene
(1) The Hotelier shall ensure:
(i) that the Property and Services are safe at all times, are and shall remain fit for the purpose for which they are intended to be used,
and that the highest standards of hygiene and sanitation shall be maintained at the Property at all times;
(ii) that the Property and the Services in all respects comply, and shall comply throughout the Term, with all Applicable Laws and codes
of practice (the latter just insofar as generally binding) relating to the health and safety of the Customers, including without limitation
those relating to hygiene (e.g. the principles of hygiene set out in the Hazard Analysis and Critical Control Point (HACCP) standard, as
set out in EU Directive 852/2004), fire precautions, accident prevention, safety, planning, maintenance of Hotel Facilities and installa-
tions (such as electricity, gas, water (legionella prevention)) and licensing and security of persons at the Property.
(iii) that open access to all emergency escape routes and exits are checked frequently and fire drills are exercised at least once a
season;
(iv) that information concerning guest safety shall be brought to the notice of guests as prescribed by local official regulations in the
local language, in the Source Markets´ languages, or using comprehensible symbols; the same applies to possible sources of danger.
(2) The Hotelier shall inform TUI or its Representative in case of any occurrences that impact or may impact Customers’ health or safety.
(3) If the Hotelier fails to fulfill the requirements of TUI´s health and safety requirements, including those set out in the Health and Safety
Addendum, TUI shall have the right to terminate the Agreement, including all Annex Agreements, with immediate effect, and any Prepay-
ments made to the Hotelier by TUI shall then promptly be repaid by the Hotelier.
5.7 Quality
- free –
5.8 Persons with Reduced Mobility
(i) Subject to clause 5.13(2), the Hotelier may, from time to time, be requested to provide as part of, or in addition to, the Description,
information relating to the suitability of the Hotel for persons with reduce mobility (“PRM”). Such information shall be provided by the Hotel
by way of the prompt and accurate completion of a self-assessment questionnaire that shall be issued to the Hotelier by TUI, with a prescribed
timescale for completion. The Hotelier shall ensure that the questionnaire is completed, in accordance with the prescribed timescale for
completion, by a person knowledgeable and competent in the subject matter of PRM, or by a person who has access to others in the Hotel
who are knowledgeable and competent in PRM. The Hotelier shall notify TUI of any material changes to the information provided.
(ii) in the event that information provided by the Hotel is found to be materially false or inaccurate, then Cond. 5.3 shall apply, and the
Hotelier shall indemnify TUI in accordance with clause 8.1(1)(ii).
(iii) in the event that the Hotelier fails to complete the questionnaire in accordance with the prescribed timescale for completion, or partially
completes the questionnaire, TUI reserves the right to commission a full physical accessibility audit to be carried out on the Hotel, the cost
of which shall be borne by the Hotelier.
(iv) if TUI, at its sole discretion, determines that a full physical accessibility audit is required on the Hotel, then the Hotelier shall agree to:
a) allow such audit; b) provide full, unobstructed access to the Hotel in order for the audit to be carried out, and c) provide a suitably
TUI GROUP TERMS AND CONDITIONS FOR PROVISION OF HOTEL SERVICES - Central Europe February 2021
competent and qualified member of the Hotel staff to accompany the person carrying out the audit. This clause is subject to TUI providing
the Hotel with at least 7 calendar days’ notice of such audit.
(v) TUI reserves the right to amend the information provided by the Hotelier, in the vent that the information is found to be misleading,
unclear, missing or not factual.
5.9 Facilities
The Hotel Facilities shall be available at all reasonable times to Customers. They shall be easily accessible and the Hotelier shall notify TUI
immediately if any Hotel Facility becomes unavailable or inaccessible for any reason. The Hotelier shall ensure that the safety of Customers
using the Hotel Facilities is assured at all times and where any of the Hotel Facilities require supervision, the Hotelier undertakes to provide
suitably trained and qualified supervisors and to ensure that such Hotel Facilities are properly supervised.
5.10 Assistance to Customers in Difficulty
If the Hotelier becomes aware that a Customer is in difficulties it shall provide the Customer, and other members of their family or group,
with prompt assistance and shall make every effort to notify the Representative. For the purpose of this Condition, “difficulties” shall include
but not be limited to sickness, personal injury or death of a Customer.
5.11 Data Protection and Information Security
(1) Each Party shall be responsible to determine the purposes and the means of their respective processing of the Personal Data for the
performance of the Agreement. For avoidance of doubts, the Hotelier must not provide Personal Data disclosed by TUI or on behalf of TUI
(“TUI Data”) to any third parties unless otherwise required by any applicable law or court order. TUI shall retain all rights, title and interest
in the TUI Data (including any amendments or alterations to the TUI Data).
(2) It is the responsibility of each Party to ensure that it (i) processes the Personal Data fairly and lawfully in accordance with this Agreement
and Data Protection Legislation; (ii) shall at all times have in place, appropriate technical and organisational security measures so that the
Personal Data are protected against unauthorised or unlawful processing and against accidental loss, destruction or damage; and (iii) that
its employees are appropriately trained to handle and process the Personal Data in accordance with the technical and organisational security
measures together with the Data Protection Legislation.
(3) The Hotelier shall immediately notify TUI of any unauthorised or unlawful use of the TUI Data, or any unauthorised or accidental loss
of, damage to, alteration of, destruction of, or disclosure of any Personal Data administered in connection with this Agreement (“Security
Breach”). The Hotelier agrees to provide all reasonable information, co-operation and assistance as is necessary to TUI: (a) to minimise or
stop such Security Breach; (b) to prevent such Security Breach reoccurring; and/or (c) to assist TUI to comply with its internal/external
reporting obligations.
5.12 PCI-DSS Compliance
5.12.1 The Hotelier shall maintain compliance in full with the relevant sections of PCI DSS at all times at its own cost and shall ensure that
the Services are PCI DSS compliant where the Services or performance of the Supplier's obligations under this Agreement requires such
compliance.
5.12.2 If at any time the Hotelier fails to comply in full with PCI DSS then the Hotelier will, without undue delay (and in any event within
seven (7) calendar days from the time the Hotelier becomes aware of the non-compliance) notify TUI of such non-compliance, provide
details to TUI of the reason for non-compliance, the steps being taken to remediate the non-compliance and the detailed timelines to regain
compliant status. Furthermore, the Hotelier will provide TUI with all reasonable information, data and documentation, co-operation and
assistance, and promptly implement all reasonable steps and actions requested by TUI at its own cost.
5.12.3 Upon receipt of the notice referred in Condition 5.12.2 TUI will have the right to terminate this Agreement in accordance with Condition
10.2.2.
5.13 Marketing/Promotional Material and IP Rights
(1) Unless expressly provided for otherwise, all contracted rates and Allocations may be used by TUI in its sole discretion to advertise and
sell the Services according to the conditions of this Agreement in all source markets, and through all sales channels and media (including,
but not limited to print media, as well as electronic media such as the internet, mobile devices, TV, etc.) used by TUI for the distribution of
its products. TUI may in its own discretion determine the time, frequency and media of its advertising activities.
(2) The Hotelier shall promptly and at its expense make available to TUI from time to time current photographs (in high definition quality of
at least 300 DPI), movies, virtual tours and/or plans/sketches, where possible in the form of digital files, showing interior and exterior views
and surroundings of the Property (“Visual Material”). The Visual Material shall be of a reasonable quality for use by TUI in marketing the
Services. The Hotelier shall furthermore, from time to time, provide a complete, correct, accurate and current textual description of the
Services, the Property, and the facilities available in the vicinity of the Property (“Description”). The Visual Material and Description (col-
lectively the “Hotelier Intellectual Property”) shall represent the Services and the Property in the state as it will be offered to the Customers
and shall be updated by the Hotelier from time to time. Both shall form an integral part of this Agreement.
(3) For the purpose of advertising and sale according to Condition 5.13 (1), the Hotelier herewith grants to TUI an irrevocable, non-exclusive,
perpetual, world-wide, royalty free right to modify and adapt (to the extent reasonably necessary and including translation), to reproduce,
distribute, display, publish and broadcast, without the obligation to publish a copyright notice and via all media used by TUI from time to
time (including, but not limited to brochures, leaflets and other printed material, press releases, digital media (including the internet, social
media, commercial emails, e-papers, mobile applications, etc., including download options), video and audio media (video, DVD, CD-ROM,
etc.) as well as TV, radio, etc.) and via all distribution channels all Hotelier Intellectual Property provided to TUI pursuant to the preceding
conditions. Furthermore, unless expressly agreed otherwise, the Hotelier grants to TUI a license to use his name, brands, trademarks, logos,
and/or other corporate identifiers (collectively: the ”Hotelier Branding”) in the advertising and sales activities according to Condition 5.13
(1). Such licenses are herewith accepted by TUI.
(4) TUI shall at its absolute discretion have the right to grant a sub-licence of the licences outlined in Condition 5.13 (3) above in favour of
any TUI Group Company during the Term. In the event of a sub-licence being granted both TUI and the relevant TUI Group Company shall
be deemed to have the rights as stated in this Condition 5.13 (3).
(5) The Hotelier warrants that it is entitled to (sub) license the Hotelier Intellectual Property and the Hotelier Branding to TUI pursuant to
Condition 5.11 (3), and thathe has obtained all the requisite waivers, and accordingly the Visual Material is not subject to third party rights,
e.g. image or privacy rights, or rights somebody may have to be identified as author/copyright owner at or in the Visual Material. The Hotelier
shall, without limitation, indemnify and hold TUI and, in case of Condition 5.11 (4), the respective other TUI Group Companies, harmless
from any third party claim relating to infringement of intellectual property rights (including image or privacy rights) with regard to use by
3
TUI or any TUI Party of the Hotelier Intellectual Property and the Hotelier Branding, including costs TUI incurs to defend itself against such
claims and other related costs, in accordance with the procedure described in Condition 8.2 hereof.
(6) Any use of the name, trademark or logo of TUI by the Hotelier shall be subject to the prior written authorisation of TUI and in accordance
with the specific instructions (corporate branding and usage guidelines) from TUI.
(7) TUI shall have the right to display the corporate and customer branding of TUI and its products in and around the Property and, if
applicable, TUI brand names, logos, designs and colours (all collectively “TUI Branding”) will be used in the design and decoration of the
Property as specifically instructed by TUI. For the avoidance of doubt the Hotelier shall only be entitled to use such TUI Branding as
specifically approved and instructed by TUI on the basis of a separate agreement. In this case, the Hotelier, its agents and sub-contractors,
shall comply with TUI consumer and corporate branding and usage guidelines that shall be provided by TUI.
5.14 TUI Policies
5.14.1 The Hotelier shall comply with and actively promote to his sub-contractors and suppliers TUI’s standards and policies contained in
the following documents, made available (such as by notification of a web link) to the Hotelier:
(i) TUI’s Health and Safety Addendum and Checklist (the latter, if agreed); and
(ii) TUI´s Supplier Code of Conduct available at https://www.tuigroup.com/en-en/about-us/compliance/suppliers_code_of_con-
duct;
(iii) TUI’s Sustainable Development Requirements.
5.14.2 Sustainable Development and Employment Conditions
Notwithstanding the foregoing, the Hotelier shall in particular have the following obligations regarding sustainable development and employ-
ment conditions:
(i) In support of TUI’s commitment to sustainable development, the Hotelier will initiate, or continue to develop and implement, a sustaina-
bility strategy covering the Hotel’s impact on the environment, its employees and the local community. The Hotelier will work together with
its suppliers to ensure they develop their own strategy to cover their impact on the environment, their employees and the local community
in accordance with this clause.
(ii) The Hotelier shall actively manage its environmental impact by:
(a) aiming to reduce energy and water consumption;
(b) aiming to reduce the amount of solid waste it produces;
(c) ensuring that all waste water discharged from its operations is treated to meet national regulatory standards.
(iii) The Hotelier shall comply with all applicable local employment legislation, and shall ensure that its employees are paid at least a living
wage or a wage equal to the national legal minimum wage. The Hotelier shall ensure that employees under the age of 18 are only employed
in accordance with national regulations and the United Nations Convention on the Rights of the Child, ensuring that International Labour
Organisation conventions on minimum age and child labour are complied with.
(iv) The Hotelier shall implement preventive measures and procedures to ensure that children are protected from tourism related sexual
exploitation and all potential forms of abuse.
(v) The Hotelier shall maintain full and accurate records and documentation in relation to the performance of its duties under this Condition
5.14.2.
5.14.3 Sustainability Certification
(i) For the duration of the contract, the Hotelier shall achieve and maintain a valid sustainability certification award that is recognised by the
Global Sustainable Tourism Council (GSTC).
(ii) If the Hotelier fails to achieve or maintain such an award in accordance with the timescales required by TUI, TUI shall commission
Travelife to carry out a full GSTC-recognised sustainability audit of the Hotel. TUI reserves the right to seek full reimbursement of all
reasonable costs incurred as a result of this audit that shall not exceed the value of EUR1,500 (EUR). Following the audit, the Hotelier shall
agree to implement all recommendations that have been determined as being necessary in order to achieve the award standard.
6. RATES AND PAYMENT
6.1 Rates
(1) The rates payable by TUI for the Services shall be those specified in the Hotel Contract and shall be inclusive of all local, regional or
national taxes, duties, levies and any other fees and charges and shall not be increased by the Hotelier under any circumstances (that shall
include but not be limited to any increase or proposed increase in taxes, tariffs, duties or other charges) at any time during the Term. Not-
withstanding the foregoing, in case the Parties agree on updated rates, such as daily actual rates via web-based platforms, these updated
rates shall be applicable for all bookings following the update, including changes of bookings and on the spot extensions of Customers´
stays. All operational costs of providing the Services and all taxes and charges pertaining to such operation shall be borne by the Hotelier.
If TUI requires the Hotelier to provide additional Allocation of the same type or specification as the Allocation contracted, the Rates for that
Allocation shall be the same or lower than the Rates payable under this Agreement.
(2) Other than where payments are expressed in the Hotel Contract or Annex Agreements to be “guaranteed” or “fix”, the rate shall only be
payable in respect of Services actually used by Customers of TUI. Notwithstanding, TUI shall not be liable for any shortfall on any agreed
Guarantee, if arrivals into the airport which serves the Hotel for the period which the Guarantee is valid, decreased by 25% compared to the
same period in the previous calendar year (for both Winter Season 20/21 and 21/22 the comparison period shall be Winter Season 18/19,
and for both Summer Season 21 and 22 the comparison period shall be Summer Season 19).
(3) The Hotelier represents and warrants that, in connection with the Services and/or this Agreement,
(i) under current Applicable Law in the country in which the Property is situated no taxes, duties, levies or tariffs (whether local, regional
or national), or charges of any nature will be payable by TUI or any TUI Party; and
(ii) no charges of any nature (e.g. service fees) will be imposed on the Customers by the Hotelier, unless optional services or goods
are sold under separate agreements concluded directly between Customers and the Hotelier.
(4) Under the Applicable Law TUI is obliged to publish final prices for its services in its advertising and may only invoice these published
prices to its Customers. Therefore, in case that any local taxes or other payments are owed by the Customers directly to public authorities
in connection with their stay in the destination, such payments being charged to the Customers by the Hotelier on behalf of such authori-
ties, the Hotelier shall inform TUI about the nature and amount of such payments at the commencement of this Agreement. If the Hotelier
fails to do so, the Hotelier may not charge such amounts to the Customers in the destination.
TUI GROUP TERMS AND CONDITIONS FOR PROVISION OF HOTEL SERVICES - Central Europe February 2021
(5) If, at any time during the Term, the Hotelier agrees rates or other terms with any tour operator, agent or intermediary or provides rates
or other offers directly to Customers, that are more favourable than those set out in this Agreement then the Hotelier shall notify TUI
forthwith and the rates and conditions agreed in this Agreement will be re-negotiated.
(6) In the event that the Hotelier, whether of its own accord or as required to do so by local law or regulation, changes the conditions of the
board basis of the Agreement, TUI shall in its sole discretion have the right to cancel any pre-payments that have been agreed by the Parties,
in addition to cancelling any guarantee and associated payments, where applicable. The Parties shall use commercially reasonable endeav-
ours to negotiate new rates, where applicable, reflecting the change to the board basis and, until such a time that new rates have been
agreed, the existing rates shall apply.
6.2 Prepayments
(1) The Hotelier shall not be entitled to receive any form of deposit or pre-payment (collectively “Prepayment(s)”) from TUI except as
expressly provided in the Hotel Contract, Framework Agreement and/or Financial Agreement or other Annex Agreement as applicable.
(2) Prepayments are due to be fully recovered by 30th September for the summer season Prepayments and by 31st March for the winter
season Prepayments and TUI shall be entitled to adjust the ratio of deduction of the payments to the Hotelier in its own discretion to make
sure that the aforementioned due dates are being met.
(3) To the extent that any Prepayment which has been paid by TUI to the Hotelier has not been fully recovered following (including, without
limitation):
(i) the commencement of an event of Force Majeure; and/or
(ii) the termination of this Agreement; and/or
(iii) a decrease in the Allocation and a pro rate decrease in the Prepayment
such Prepayment (whether expressed to be by way of guarantee or otherwise) shall be immediately repaid by the Hotelier to TUI. Any
Prepayment which has not at that time been paid over by TUI to the Hotelier shall cease to be payable. In the event of Force Majeure, TUI
and the Hotelier shall negotiate in good faith with a view to agreeing a revised schedule of Prepayments upon similar terms to those which
existed prior to the event of Force Majeure.
6.3 Invoices
Unless otherwise specified in the Hotel Contract, and unless the payment of invoices by TUI is not based on a self-billing approach, following
the scheduled departure of Customers from the Property, (up to a maximum of twelve (12) months from such departure date), the Hotelier
shall submit invoices to the relevant TUI in respect of the Services used by their respective Customers. Invoices may not be submitted at
any other time, and if invoices are received by TUI before the scheduled departure of the respective Customers or at any time after 12
(twelve) months) they shall be returned to the Supplier without payment. Invoices shall be accompanied by, or make reference to, the
relevant rooming list, or any other relevant document agreed between the Hotelier and TUI. Invoices shall conform with and be in the
currency stated in the Hotel Contract. All invoices shall be submitted by the Hotelier to TUI in a format specified by TUI and, where agreed,
through TUI’s electronic invoice processing system as updated and notified to the Hotelier from time to time.
6.4 Payment and Currency
(1) TUI will pay correctly submitted and properly incurred invoices in accordance with this Agreement in the currency stated in the Hotel
Contract within 60 (sixty) days after the scheduled departure of the Customer, or receipt of an invoice (whichever of the foregoing events is
later), subject to any deductions imposed by Applicable Law. If TUI has reasonable cause to dispute the amount stated in the invoice then
it shall be entitled to withhold payment of the disputed amount until the dispute is settled. In making any payments under this Agreement,
TUI shall be entitled to deduct from or set off against those payments any sums due to TUI or the TUI Group from the Hotelier whether
under this Agreement or any other agreement under which the Hotelier or a related party provides services to TUI or the TUI Group.
Moreover, TUI and any other TUI Group Company shall be entitled to set off any outstanding and due claims against Hotelier´s affiliated
entities unless this off-setting would constitute a breach of the Applicable Law.
(2) Within 30 (thirty) days of any announcement that the agreed currency will no longer form the primary currency of the country where
the Property is situated or where the Hotelier is incorporated, or the exchange rate between the agreed currency and the Euro depreciates
year on year by more than 15% (the rate at the date of this Agreement shall be the exchange rate at twelve noon on https://www.ecb.eu-
ropa.eu/stats/exchange/eurofxref/html/index.en.html on the relevant date) (a “Currency Event”) the Parties will meet in order to discuss
how to ensure:-
(i) That the rates set out in the Hotel Contract are maintained at a level that renders the Property competitive in the applicable
destination market; and
(ii) That the value of any unrecovered Prepayments is maintained.
In ensuring the ongoing competitiveness of the rates, the Parties shall have regard to the rates being offered to tour operators for similar
products in respect of all seasons covered by the Agreement. If the Parties fail to agree such rates TUI shall be entitled to terminate the
Agreement by giving no less than six months’ written notice, and any unrecovered Prepayments shall become immediately repayable to
TUI, upon the giving of such notice. Any Prepayment unpaid by TUI to the Hotelier as at the date of a Currency Event shall cease to be
payable.
(3) If the Hotelier is late making any payments due to TUI, such as repayment of Prepayments, such late payment shall bear interest at a
rate defined by the Applicable Law (from time to time in force) from the date on which such payments are due until the date payment is
received by TUI.
(4) Subsequent to TUI paying for the services performed by the Hotelier to the contractually fixed bank account of the Hotelier named by
the Hotelier, whether it is an account in the country where the services are performed or an account not in the country where the services
are performed, the Hotelier undertakes to duly comply with all the pertinent tax, fiscal or other regulations and laws both in the country
where the services are performed as well as in the country where the bank operating the Hotelier’s account has its headquarters and confirms
that the request to change bank account does not aid or abet the commission of any offence under the law of any jurisdiction. In the event
of the Hotelier violating tax law or other applicable regulations he shall assume the sole liability and shall absolve TUI from any and all legal
and financial consequences that may result from the change of bank account. The Hotelier gives TUI permission already now without the
need to obtain a further declaration of consent from the Hotelier to provide information to tax authorities if they should so require about
payments TUI has made and the methods of payment. Payment in accordance with this Agreement shall represent proper fulfilment of TUI's
obligations to the Hotelier under the terms of the Agreement. The Hotelier hereby waives any claim for non-payment based upon TUI's
compliance with the Hotelier's request.
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7. INSURANCE
7.1 Level and Extent of Cover
(1) The Hotelier warrants and represents that (at its own expense and risk) it has, and undertakes that it shall maintain in force throughout
the Term, insurance cover with a reputable insurer acceptable to TUI in respect of:
(i) cover for the Property against fire and such other risks which are normally covered in the country in which the Property is situated
by hotel buildings and contents insurance policies with the level of cover being such as to provide full reinstatement value in the event
of a loss;
(ii) third party risks, including without limitation the Hotelier’s liabilities to TUI, TUI Parties and Customers ; the liability insurance shall
specifically cover the obligation of the Hotelier to indemnify TUI, its employees and agents pursuant to the provision of Condition 8
hereof; and
(iii) to the extent not covered by (i) and (ii) above, its obligations under this Agreement.
(2) The Hotelier shall ensure that its insurers include TUI as additional insured and note the rights and interests of TUI on the policy of
insurance whereby it is understood that TUI shall not be responsible for the payment of premium.
(3) The liability insurance shall carry those limits and usual conditions, standards and norms which are customary in the country and in the
particular business in which the Services are provided by the Hotelier under this Agreement. Notwithstanding that, the limit shall, in re-
spect of non-automotive (general liability) risks, in no case be less than EUR 1 million for any one occurrence, or the equivalent in any
other currency.. Depending on the initial Allocation or Allotment the increased limit for non-automotive (general liability) risks shall be be
not less than EUR 3 million where the Allocation is 51 or more rooms, and not less than EUR 5 million where the Allocation is 101 or more
rooms, for the duration of the Term.
Transportation Liability policies, as far as relevant for the Services provided by the Hotelier, shall carry a limit of not less than EUR 5 million
for any one occurrence.
(4) The policies shall provide worldwide jurisdiction.
7.2 Evidence of Adequate Cover
(1) Upon request by TUI, the Hotelier shall provide evidence in form of an insurance certificate stating the conditions as referred to in
Condition 7.1 above and receipts evidencing the validity of this certificate. TUI may take copies of any such certificate or receipts. If, in the
reasonable opinion of TUI, the amount or extent of the insurance cover held by the Hotelier is inadequate, then TUI may by giving at least
14 (fourteen) days’ notice require the Hotelier to increase the amount or extent of such cover and the Hotelier shall comply with such a
requirement within the period of such notice.
(2) If the laws of the jurisdiction in which the Property is situated prevent the Hotelier insuring its third party liabilities above the limit of any
payment which a court in that jurisdiction would award in the event of a claim by a third party such level of cover will be deemed inadequate
for the purpose of this Agreement.
8. LOSSES, CLAIMS AND INDEMNITY
8.1 Indemnity
(1) The Hotelier shall indemnify and keep indemnified TUI, and TUI Parties in respect of all Losses arising directly or indirectly from or in
connection with:
(i) any failure by the Hotelier (including its agents, employees and sub-contractors) to exercise reasonable skill and care in performing its
obligations under this Agreement and/or in providing Services to TUI, TUI Parties or Customers;
(ii) any representation or warranty given by the Hotelier in this Agreement being inaccurate in any material respect;
(iii) any other failure by the Hotelier (including its agents, employees and sub-contractors) to comply with any of its obligations under this
Agreement and/or any wrongful act or omission of the Hotelier. For the avoidance of doubt, this clause shall neither limit, nor exclude, any
liability imposed by Applicable Law, and shall not restrict any other remedies TUI may have under any other provision of this Agreement or
the Applicable Law.
(2) If a claim raised by a Customer against TUI is confirmed by a court, the Hotelier must refund the Losses named in the judgement, plus
all legal costs involved for court fees and lawyers to TUI to the extent that claim and judgement are based on the Hotelier´s liability
hereunder. The same applies to a settlement of claims made in front of a court or arbitral tribunal or binding advice committee or voluntarily,
where it is in the interest of TUI or the Hotelier to avoid court proceedings.
(3) The Hotelier acknowledges that he is aware of TUI´s legal liability to its Customers as a travel organizer under the EU directive on
package travel holidays and package travel tours and the respective regulations.
8.2 Claims
(1) Any payments owed by the Hotelier under clause (1) of this Condition 8.1, or any other provision of this Agreement, or the Applicable
Law will be charged to the Hotelier or deducted from the payments owed by TUI. TUI will follow the following procedure:
(2) TUI will notify the Hotelier of any claim or complaint received by TUI from a Customer, a TUI Party and/or other third party relating to
the provision of the Services to TUI or any of the Hotelier’s obligations under this Agreement. TUI shall submit to the Hotelier’s examination
all relevant documents and information relating to the compensation payment and related costs, if any. The Hotelier shall respond to TUI
within two weeks of receipt of such notification. Subject always to TUI’s absolute right to satisfy claims or complaints in any way it reasonably
considers appropriate, TUI shall take into account any response made by the Hotelier. Failure of the Hotelier to contest, giving reasons in
writing, within two weeks of notification shall be deemed as acceptance that the Hotelier will cover all the named compensation and related
costs.
(3) In the event of any claim or complaint from a Customer, TUI Party and/or other third party, the Hotelier shall, at its own expense, co-
operate fully with TUI in investigating the claim or complaint. Such co-operation may include, but shall not be limited to, the provision of
employee witnesses, documents, photographs, records and statements for use by TUI in considering or defending such claims or complaints.
(4) If a Customer, TUI Party and/or other third party makes any claim or complaint directly to the Hotelier (including to its servants, agents,
Hoteliers and sub-contractors), the Hotelier shall immediately provide TUI with full details. The Hotelier shall not make any admission of
liability without the written agreement of TUI and shall not take any action in respect of the claim or complaint unless required to do so by
Applicable Law or with the written agreement of TUI. The Hotelier acknowledges that these restrictions are reasonable as a result of TUI’s
potential liability to Customers in respect of such claims or complaints.
8.3 TUI Limitation of Liability
(1) TUI shall be fully liable for intent and gross negligence as well as for damages resulting from injury to life, body or health. In case of
ordinary or slight negligence, TUI shall only be liable for breaches of a material contractual obligation, and TUI shall not be liable for any
TUI GROUP TERMS AND CONDITIONS FOR PROVISION OF HOTEL SERVICES - Central Europe February 2021
lack of commercial success, lost profits and indirect damages; liability in accordance with this provision shall be limited to the typical and
foreseeable damages.
(2) For the avoidance of doubt: TUI shall not be liable for any damage or defects that may be caused by a Customer.
9. FORCE MAJEURE
9.1 Obligations of the Parties in an Event of Force Majeure
(1) The obligations of either Party under this Agreement, including obligations of TUI in respect of guarantees or commitments, may be
wholly or partially suspended or terminated (under Condition 9.3) by the affected Party without liability for breach of contract or for any cost
or damage incurred by the other Party during any period when, as a result of an event of Force Majeure, the affected Party becomes unable
to perform, either on time or at all, any of its rights or obligations under this Agreement (including, without limitation, being unable to take
up all or part of its Allocation), or where such event (affecting either Party) unfavourably affects the TUI operation at or to the Property.
Where an event of Force Majeure affects only TUI’ s ability to perform its rights or obligations, the Hotelier’s obligations under this Agreement,
including its obligation to continue to provide Services for Customers occupying that Property at the date of any such suspension or termi-
nation (under Condition 9.3), shall continue.
(2) In the event that either Party is delayed or prevented from performing its obligations under this Agreement by an event of Force Majeure,
such Party shall (i) give notice in writing of such delay or prevention to the other Party as soon as reasonably practicable stating the
commencement date and extent of such delay or prevention, the cause thereof and the estimated duration; (ii) use best endeavours to
mitigate the effects of such delay or prevention on the performance of its obligations under this Agreement; and (iii) resume performance
of its obligations as soon as reasonably possible following the Force Majeure Event.
(3) In the event of any suspension or cancellation of either party’s obligations as a result of an event of Force Majeure, or where this
Agreement is terminated pursuant to Condition 9.3, any Prepayments which have been made by TUI to the Hotelier at the date such
suspension or cancellation commences or such termination takes effect, and which relate to Services which TUI does not take up as a result
of that event shall be promptly repaid by the Hotelier to TUI without set-off or deduction.
9.2 TUI Can Recommence Performance
After the cessation of any event of Force Majeure, and where TUI has suspended performance of its obligations under this Agreement, TUI
shall be entitled to recommence performance of its obligations as soon as is reasonably practicable following the cessation of the event of
Force Majeure and the guarantee and/or prepayment shall be reinstated, unless otherwise agreed between the Hotelier and TUI. For the
avoidance of doubt, the TUI Tour Operators shall be under no obligation to extend the period of this Agreement or the duration or amount
of the guarantee to make good any loss suffered by Hotelier during the suspension period and the value of any prepayment and guarantee
shall be reduced on a pro-rata basis taking into account the duration of the suspension period.
9.3 Termination If Force Majeure Event Continues
If an event of Force Majeure has continued or is likely to continue for more than 21 consecutive days or has, or is likely in TUI’s reasonable
opinion to have, a significant detrimental impact upon future bookings to the Property, then TUI may, by written notice to the Hotelier,
terminate this Agreement with immediate effect; the provisions of this Art. 9 shall remain unaffected by such termination.
10. TERM, TERMINATION AND TERMINATION AND CONSEQUENSES OF TERMINATION
10.1 Term
This Agreement shall commence upon the Effective Date and shall continue in force for the Term.
10.2 Termination
10.2 Either Party (the "Non Defaulting Party") may at any time give notice in writing to the other Party (the "Defaulting Party") to terminate
this Agreement following any of the events set out below:
10.2.1 The Defaulting Party does not pay an amount due under this Agreement on the date due for payment and such amount remains
unpaid after the expiry of a reasonable period (no longer than twenty-eight (28 days) following the giving of written notice to the Defaulting
Party that the Agreement will be terminated unless such unpaid amounts are paid
10.2.2 The Defaulting Party commits a breach under this Agreement and where the breach is capable of remedy fails to remedy the same
within a reasonable period (not less than twenty-eight (28) days) following the giving by the Non Defaulting Party to the Defaulting Party of
a notice of default;
10.2.3 The representations or warranties made by the Defaulting Party under this Agreement contain a misrepresentation of fact (whether
innocent, negligent or fraudulent) or omit to state a fact, the omission of which makes the information contained therein materially mislead-
ing;
10.2.4 Either Party ceases to have the benefit of all consents, authorisations and licences which are required for the performance of its
obligations under this Agreement or the performance of its obligations under this Agreement becomes illegal;
10.2.5 (Subject to the powers of the liquidator and/or judicial administrator) if the Defaulting Party suffers an Insolvency Event; or suspends
or ceases to carry on its business or threatens to do so; or
10.2.6 Such Party is required to terminate under Applicable Law.
10.3 Further to any other specific rights of termination as set out in this Agreement and without prejudice to any other remedies which may
be open to it, TUI shall have the right to terminate this Agreement by giving 28 days written notice:
10.3.1 if there is an event occurring after the date of signature of this Agreement where any person or group of persons acquires the right
to appoint or remove a majority of the board of directors of the Hotelier or acquires any interest in the issued shares of the Hotelier as a
result of which that person or group of persons will have an interest more than 50% of the issued shares of the Hotelier or the Hotelier is
merged with or into another entity which allows any other entity or person to make decisions for or on behalf of the Hotelier)
10.3.2 If any event or circumstance which in TUI’s reasonable opinion prejudices the safety, comfort or enjoyment of its Customers at the
Hotel and this continues for more than 14 days; or
10.3.3 if the Hotelier is a natural person and that natural person dies; or
10.3.4 if independently prepared statistics relating to a period of at least 1 month demonstrate bookings of hotel accommodation in the
destination from the Source Market have decreased by 15% or significantly decreased in value when compared to similarly prepared statistics
for the 1 month period immediately preceding the period to which those statistics related or the same period to which those statistic relate
in the previous calendar year (for both Winter Season 20/21 and 21/22 the comparison period shall be Winter Season 18/19, and for both
Summer Season 21 and 22 the comparison period shall be Summer Season 19).
10.4 In addition to the rights set out in paragraph 10.2 above, TUI shall have the right to terminate this Agreement immediately
10.4.1 in the event of a material breach by the Hotelier; or
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10.4.2 in accordance with Condition 9.3. or
10.4.3 on 90 days written notice at any time.
For the avoidance of doubt, nothing set out in this Condition 10 shall either limit or exclude the right of termination for cause according to
Applicable Law.
10.5 After a notice of termination has been issued pursuant to this Agreement, TUI shall inform the Hotelier of any Customers currently at
or due to arrive at the Hotel within 7 days of the issue of the termination notice and who will be departing the Hotel after the date of
termination (the “Final Customers”). The Hotelier shall ensure that the Hotel continues to be operated for the benefit of TUI and its Custom-
ers, and that there is no degradation in the standards and provision of the Services until the last such Final Customer has left the Hotel. For
avoidance of doubt, this obligation shall survive termination of this Agreement.
10.6 In the event of the issuing of a notice of termination of this Agreement by either party in accordance with its terms then:
10.6.1 If any Prepayments have not been recovered by TUI then such Prepayments shall immediately become due and payable in full
together with any outstanding interest and shall be paid by the Hotelier to TUI within 7 days of the date of the notice of termination. Any
Prepayment which has not at that time been paid by TUI will cease to be payable; and
10.6.2 TUI may in its absolute discretion choose to either cancel or suspend an existing Guarantee for the duration of any notice so that the
Allocation is taken on a variable basis for the duration of that notice. This paragraph 10.6.2 shall not apply where TUI is in material breach
of its obligations.
10.7 Any termination of this Agreement for any reason whatsoever shall not affect any accrued rights or liabilities of either party.
10.8 This Agreement shall terminate automatically upon the Parties entering into any new agreement that is intended to supersede this
Agreement.
10.9 Each provision of this Agreement shall continue in full force and effect after the expiry or termination of this Agreement unless such
provision has been fully performed on or before that date. In particular, but without limitation, the indemnities set out in this Agreement
shall survive expiry or termination of this Agreement.
11. CONFIDENTIALITY AND ANTICORRUPTION, ETHICAL BEHAVIOUR AND ANTI BRIBERY
11.1 Confidentiality
The Hotelier shall keep private and confidential all information and documentation disclosed by TUI to the Hotelier which relates to any trade
secrets of TUI or any TUI Group Company (including without limitation this Agreement, any information relating to the activities of TUI or
its methods of carrying on business) or which is designated by TUI as confidential. The Hotelier will not use, copy or disclose any such
information or documentation to any third party. The restrictions in this Condition 11 shall not prevent disclosure required by Applicable Law
nor apply to information and documentation which without any breach of confidence on the part of any person is in the public domain.
11.2 Ethical Behaviour and Anti Bribery
The Hotelier shall comply with all applicable laws on the prevention of bribery and corruption when performing its duties under this Agree-
ment. This includes the prohibition of illegal payments or the inducement of other inappropriate advantages towards public officials, business
partners, their employees, family members or other close relationship.
The Hotelier agrees to fulfil its obligations under this Agreement in accordance with the requirements of applicable laws on the preven-
tion of bribery and corruption, and in particular not to make any facilitation payments to any public official.
The Parties agree to support each other in the prevention of bribery and corruption and will inform each other immediately as soon as they
know or suspect a case of bribery in relation to this Agreement or the fulfilment of obligations under this Agreement.
Violation of this Condition by the Hotelier shall be a Material Breach and may result in the immediate termination of the Agreement and/or
legal action. This does not affect any of TUI’s termination rights.
12. ASSIGNMENT AND TRANSFER
TUI may assign all or any of its rights and transfer all or any of its obligations under this Agreement, including, without limitation, its right
to sell any Services, without any requirement to notify or obtain the further consent of the Hotelier. The Hotelier may not assign any of its
rights or transfer or sub-contract any of its obligations under this Agreement without the prior written consent of TUI.
13. NOTICES
Unless expressly agreed otherwise, all communications relating to this Agreement shall be in writing, in the language used in the Hotel
Contract and delivered by hand or sent by airmail post, electronic mail or fax to the party concerned at the address shown in the Hotel
Contract (or such other address as each party may notify to the other from time to time).
14. GENERAL
(1) This Agreement represents the entire agreement between the parties in relation to the Agreement subject matter and supersedes any
previous agreement, negotiations or representations either written or oral, save that the Hotelier acknowledges that TUI shall be entitled to
rely on the Hotelier’s responses to any tender or proposal documentation. In particular, the Hotelier’s own standard terms and conditions
shall not apply to the subject matter of this Agreement.
(2) If any part of any provision of this Agreement shall be invalid or unenforceable, then the remainder of such provision and all other
provisions of this Agreement shall remain valid and enforceable and the Parties shall use all reasonable endeavours to negotiate, without
delay and in good faith, a valid and enforceable a replacement part or provision that achieves to the maximum extent possible the same
economic or practical effect as such invalid or unenforceable provision.
(3) No amendment or variation to the terms of this Agreement shall be effective unless made in writing and signed by both parties. However
the Hotel Contract may be amended or varied by oral agreement of the parties, and TUI shall send written confirmation of any such variation
or amendment to the Supplier, unless otherwise agreed between the parties (e.g. in connection with the use of TUI´s destination manage-
ment system DESTIMO).
(4) No delay in exercising or non-exercise by TUI of any of its rights under this Agreement shall operate as a waiver or release of that right.
Rather, any such waiver or release must be specifically granted in writing signed by TUI and shall:
(i) be confined to the specific circumstances in which it is given;
(ii) not affect any other enforcement of the same or any other right; and
(iii) be revocable at any time in writing (unless expressed to be irrevocable).
(5) Any general or additional terms and conditions of the Hotelier and which the Hotelier may seek to rely on from time to time shall not be
incorporated into or apply to this Agreement and are expressly excluded.
TUI GROUP TERMS AND CONDITIONS FOR PROVISION OF HOTEL SERVICES - Central Europe February 2021

(6) By signing this Agreement, the Supplier acknowledges that it has read TUI’s Health and Safety Contract Addendum and TUI’s Suppliers
Code of Conduct, and that it agrees to the content thereof and that it shall adhere throughout the Term to the conditions mentioned therein.
15. LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with German law except the provisions regarding the conflict of laws and
the international civil law hereof and for any breach, claim or dispute arising out of or in connection with this Agreement the parties submit
to the exclusive jurisdiction of the courts of [Hannover, Germany.