Terms & Conditions

HOTEL PARTNER – TERMS AND CONDITIONS

Little Voyage COMPANY DETAILS

Little Voyage is trading through Satopia Group Ltd, 5-11 Regent Street, London. (“Little Voyage”)

RECITALS

  1. Satopia Group Ltd is the holding company of Little Voyage. Satopia Group Ltd is in the process of incorporating a special purpose vehicle (“SPV”) in the United Arab Emirates to undertake all trading activities of Little Voyage.  Pursuant to clause 16.2 of these Terms and Conditions immediately upon incorporation of the SPV trading entity in the United Arab Emirates.
  2. Little Voyage owns and operates the online travel website www.little.voyage  that presents hotels from around the world in a single online marketplace.
  3. Little Voyage provides a next generation sales and marketing channel for independent hotels to reach and acquire new customers.  Little Voyage is committed to providing an exceptional level of service to both its customers and our Hotel Partners, with an easy to use, high volume sales channel primarily serving a global market.
  4. The Hotel Partner: appoints Little Voyage for the promotion and sale of its hotel inventory (as defined below) on the Website (as defined below);
  5. is the owner of and has all the rights to use the goodwill and intellectual property of the hotel partners as detailed in the Hotel Partner’s Hotel Guide including the Content and the Marks, Methods and Designs used in the sale of the Inventory; and
  6. grants Little Voyage the right to use the Content on the terms and conditions set out in these Terms and Conditions.
  7. Little Voyage:
    – promotes and sells hotel Inventory on the Website; and
    – uses the Content in the Website in relation to the sale of the Inventory.

WHEREBY IT IS AGREED as follows:

  1. Interpretation
  2. The definitions and rules of interpretation in this clause apply in these Terms and Conditions.

Above the Fold” means situated within the portion of a web page that is designed to be visible on a computer screen with a resolution of 1024 pixels by 768 without the need for the user to scroll horizontally or vertically through the page;

Additional Services” means those additional services which the Hotel Partner has agreed with Little Voyage in a separate agreement including but not limited to Advertisements, Banner Advertisements, product placement, lead generation and data insight;

Advertisement” means any Banner Advertisements, site sponsorship arrangements, performance-based advertising, referrals, click-throughs, leads and bounties and all other similar activities which do not produce revenues through direct selling;

Little Voyage Marks” means Little Voyage’s trade mark(s) and logos, including the listed registrations and applications and any registrations that may be granted by such applications and any registrations of any marks that may be notified in writing by Little Voyage to the Hotel Partner from time to time;

Banner Advertisement” means an advertisement in the form of a banner appearing Above the Fold and containing a hypertext link to another website.

Hotel Manual” means the Hotel Partner’s guidelines prescribing the permitted form and manner in which the Marks may be used, a copy of which is attached to these Terms and Conditions at Schedule 2 and initialled by the parties for the purposes of identification, including any amendments or additions notified in writing by the Hotel Partner to Little Voyage from time to time;

Hotel Partner” means a legal entity that has a signed contract for a paid Hotel Partner Membership or Marketing Package with Little Voyage

Business Day” means a day other than a Friday, Saturday, Sunday or any private and/or public sector public holiday in either the United Arab Emirates;

Commission” means the amount shown in the signed Hotel Partner Fee structure and as referred to in clause 10.3;

Content” means all text, information, data, software, executable code, images, audio or video material in whatever medium or form to represent the Marks, Methods and Designs provided by the Hotel Partner to Little Voyage for incorporation in the Website;

Customer” means any purchaser of the Inventory through the Website;

Derivative Work” original content contained on the Website that is based on the Content, such as a translation, musical arrangement, dramatisation, fictionalisation, motion picture version, sound recording, art reproduction, abridgement, condensation or any other form in which a work may be recast, transformed or adapted;

Effective Date” means the sign date shown on the signed Hotel Partner Fee structure;

Group” means in relation to a company, that company, and any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company;

Marks” means the trade mark(s) set out in the Hotel Partner’s Hotel Manual, including the listed registrations and applications and any registrations that may be granted by such applications and any registrations of any marks that may be notified in writing by the Hotel Partner to Little Voyage from time to time;

Quarterly Fee” means the amount set out in the signed Hotel Partner Fee structure;

Net Sales Price” means the actual invoiced price paid by the Customer less any Costs and the Commission;

Inventory” means the Hotel inventory and any Inventory or services that may be notified in writing by the Hotel Partner to Little Voyage from time to time;

Cancellation Period” means the later of the statutory consumer protection Cancellation Period for the relevant Customer and the Cancellation Period as shown on the Website for the Customer’s order of the;

Season” means the periods as used in the travel industry;

Standard of Quality” means the specification, choice of materials, workmanship and manner of marketing as set out in writing by the Hotel Partner as contained in the Hotel Manual, contained within the Content or as notified in writing to Little Voyage from time to time;

VAT” means value added tax or any similar tax that may be levied in addition to it or any value added, sales, turnover or similar tax imposed in any country;

Visitor” means a visitor to the Website; and

Website” means the website {www.little.voyage}.

  1. Clause and Schedule headings shall not affect the interpretation of these Terms and Conditions.
  2. The Schedules form part of these Terms and Conditions and shall have effect as if set out in full in the body of these Terms and Conditions. Any reference to these Terms and Conditions includes the Schedules.
  3. References to clauses and Schedules are to the clauses and Schedules of these Terms and Conditions.
  4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
  5. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
  6. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, provided that, as between the parties, no such amendment, extension or re-enactment shall apply for the purposes of these Terms and Conditions to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party. This clause does not, however, apply in relation to taxation.
  7. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
  8. Writing or written includes faxes, e-mails, online notifications and alerts and by websites including but not limited to RightSignature (https://rightsignature.com).
  9. Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
  10. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns.
  11. The expressions holding company and subsidiary shall be construed as they are defined in section 1159 of the Companies Act 2006 of the United Kingdom.
  12. Appointment AND Licence
  13. The Hotel Partner appoints Little Voyage for the online promotion and sale of the Inventory and grants to Little Voyage a licence to use the:
  1. Content on the Website; and
  2. Marks, Methods and Designs in relation to the promotion, distribution and sale of the Inventory.
  • The nature of the appointment and licence under clause 2.1 is as shown in the Hotel Partner Contract.  For clarity the appointment and licence may be exclusive, non-exclusive or a combination of both depending on Inventory.
  • If the appointment of Little Voyage is exclusive, the Hotel Partner shall refrain from making online sales of the Inventory through any online retailer website including but not limited to banners on websites and paying search engines to have advertisements or higher search rankings displayed to users  but excluding the Hotel Partner’s own website.
  • The Hotel Partner permits Little Voyage to use the Content for promotional purpose, the licence granted under clause 2.1.1 permits Little Voyage (at all times in accordance with the Hotel Manual) to:

    1. modify, electronically reproduce and distribute, and publicly perform and display the Content on the Website;
    2. reproduce and distribute through any media now known, or hereafter developed, excerpts of the Content in Advertisements for, and in marketing and promotional materials related to, the Website; and
    3. make Derivative Works, reproduce, publicly perform and display and distribute such Derivative Works in conjunction with the Content through the Website, including in any media now known or hereafter developed.
  • The Hotel Partner is responsible for the accuracy and completeness of the Content.
  • Little Voyage has no obligation to the Hotel Partner, and undertakes no responsibility, to review the Content (including user-generated content) to determine whether any such Content may result in any liability to any third party.
  • Notwithstanding anything to the contrary contained in these Terms and Conditions, if Little Voyage reasonably believes that any Content may create liability for the Customer, Little Voyage may remove such Content as Little Voyage believes, in its sole discretion, is prudent or necessary to minimise or eliminate Little Voyage’s potential liability.
  • Any request to change the nature or quality of the Content shall be processed in accordance with the Little Voyage change control procedure.

 

  1. Application of the marks
  2. All promotion for the Inventory sold by Little Voyage may carry the Marks and Little Voyage’s Marks. Little Voyage shall comply with the directions of the Hotel Partner regarding the form and manner of the application of the Marks on such promotional material, including the directions contained in the Hotel Manual.
  3. Apart from the Marks and Little Voyage Marks, no other trade mark or logo may be affixed or used in relation to the Inventory.
  4. Little Voyage may use its Little Voyage Marks and trade name on promotional material, advertising and promotional materials for the Inventory.
  5. Little Voyage shall not use in its business any other trade mark confusingly similar to the Marks and shall not use the Marks or any word confusingly similar to the Marks as, or as part of, its corporate or trading name.
  6. Use Of Little Voyage’S Marks and Hotel Partner’s marks in advertising
  7. The Hotel Partner acknowledges and agrees for all purposes that all Marks associated with Little Voyage or Little Voyage’s services, Inventory, literature, promotional materials or otherwise, whether or not registered, constitute the Hotel Partner exclusive property.
  8. The Hotel Partner (Proprietor) grants Little Voyage (Licensee) a non-exclusive, non-transferable, non-assignable, royalty-free licence to use those Marks of the Proprietor (with the Hotel Partner’s Marks as set out in the Hotel Manual and Little Voyage’s Marks). The Licensee shall use such Marks solely for the purposes of performing its obligations under these Terms and Conditions, including in connection with any advertising, marketing and promotional activities undertaken and materials developed pursuant to these Terms and Conditions.
  9. All uses by the Licensee of the Proprietor’s Marks shall be in accordance with such quality control standards as the Proprietor may promulgate from time to time and in accordance with the Hotel Manual (for the Hotel Partner’s Marks and for Little Voyage’s Marks). The Licensee shall refrain from all uses of the Proprietor’s Marks to which the Proprietor objects.
  10. All uses of the Proprietor’s Marks by the Licensee, including all goodwill arising, shall accrue solely to the benefit of the Proprietor.
  11. All promotional literature and other materials prepared by either party in connection with its promotional obligations under these Terms and Conditions shall bear appropriate copyright and trade mark notices as prescribed by the party whose content or Hoteling is included therein.
  12. The Licensee shall not use, register or attempt to register in any jurisdiction, or otherwise appropriate or adopt, any name, mark or logo that is confusingly similar to the Proprietor’s Marks.
  13. At no time during the term of these Terms and Conditions or thereafter shall the Licensee attack, challenge or file any application with respect to any Proprietor Mark.

  14. Obligations of Little Voyage
  15. Little Voyage shall:

    1. operate and maintain the Website;
    2. provide such Additional Services as is listed in a separate Hotel Partner Additional Services agreement as the Hotel Partner has subscribed to;
    3. receive and process Customer bookings and collect payment from Customers for orders of Inventory;
    4. subject to receipt of the Product by the Customer and expiry of the Cancellation Period, release to the Hotel Partner the Net Sales Price accordance with the terms and conditions set out.
  16. Little Voyage shall not, without the Hotel Partner’s prior written consent, make any promises or guarantees about the Inventory beyond those contained in the Content supplied by the Hotel Partner.
  17. Little Voyage shall use its reasonable endeavours to incorporate into Little Voyage’s terms and conditions of sale to Customers any special conditions relating to the Inventory that the Hotel Partner notifies Little Voyage of (for example, use and safety warnings of Inventory, special conditions on returns of certain Inventory, etc).
  18. Little Voyage shall promptly provide the Hotel Partner with copies of all communications with any regulatory, industry or other authority relating to the Marks or the Inventory.
  19. Little Voyage shall not be liable for any delays in operating or maintaining those areas of the Website that may use the Content or sell the Inventory resulting from the Hotel Partner’s failure to fulfil any of its obligations set out in these Terms and Conditions.

  20. Obligations of Hotel Partner
  21. The Hotel Partner shall:

    1. comply with its obligations in accordance with the terms and conditions;
    2. ensure that the Content includes the full product line/collection for the Hotel Partner’s Season and undertakes not to withhold any Inventory from the Hotel Partner’s collection/line from Little Voyage;
    3. ensure a reasonable quantity of each Product in the Hotel Partner’s Season is available for purchase by Little Voyage’s Customers and shall keep Little Voyage regularly informed regarding the availability of bookings for each item of Inventory;
    4. permit, and shall use its best endeavours to obtain permission for, the Hotel Partner at all reasonable times and on reasonable notice to enter any hotel to inspect the standards and quality.
    5. ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under these Terms and Conditions.
  22. The Hotel Partner will as part of the Content issue retail prices for the Inventory.
  23. The Hotel Partner shall ensure that the Inventory shall:

    1. be consistent with the Standard of Quality or with any other specifications, standards and directions relating to the Inventory;
    2. be fit for any purpose held out by the Hotel Partner and in this respect Little Voyage relies on the Hotel Partner’s skill and judgement;
    3. ensure that the Inventory sold complies with all applicable laws, regulations, industry standards and codes of practice;
    4. Little Voyage is not responsible to the Hotel Partner for the Net Sales Price of any Product(s) which are damaged and/or returned by a Customer due to the Hotel Partner’s breach of clause 6.3.6. Little Voyage may offset its Costs and the Commission in relation to such damaged and/or returned Product(s) against any funds payable or to be released to the Hotel Partner pursuant to these Terms and Conditions.
  24. If following any inspection pursuant to clause 6.1.4 Little Voyage considers that the Product(s) do not conform or are unlikely to comply with the Hotel Partner’s undertakings in this clause 6 (Obligations of Hotel Partner), Little Voyage shall inform the Hotel Partner and the Hotel Partner shall immediately take such remedial action as is necessary to ensure compliance.
  25. Notwithstanding any such inspection pursuant to clause 6.1.3, the Hotel Partner shall remain fully responsible for the Inventory and any such inspection shall not reduce or otherwise affect the Hotel Partner’s obligations under these Terms and Conditions.  Little Voyage shall have the right to conduct further inspections after the Hotel Partner has carried out its remedial actions.

  26. Additional Service – Marketing, Advertising and Promotion
  27. Where the Hotel Partner has opted for Little Voyage to provide marketing, advertising and promotional, Little Voyage shall provide such advertising and publicity as may reasonably be expected to bring the Inventory to the attention of as many purchasers and potential purchasers as possible.
  28. Little Voyage will use its best commercial endeavours to ensure that its use of the Content in marketing and advertising the Inventory shall in no way reduce or diminish the reputation, image and prestige of the Marks or of Inventory sold under or by reference to the Marks.
  29. Little Voyage shall send to the Hotel Partner for its prior written approval, the text and layout of all proposed Advertisements and marketing and promotional material relating to Inventory, including online sales channels and online advertising. If the Hotel Partner disapproves of such material, it shall give written notice of such disapproval to Little Voyage within ten (10) days of receipt by the Hotel Partner of the material. Little Voyage shall not use any material in the advertising, marketing or promotion of Inventory that has not been approved by the Hotel Partner. In the absence of a written notice of disapproval within ten (10) days of receipt of such materials, the materials shall be deemed to have been approved by the Hotel Partner.

  30. Website Content
  31. Little Voyage shall update the Website with Content provided from time to time by the Hotel Partner. The Hotel Partner shall ensure that the Content does not infringe any applicable laws, regulations or third party rights (such as material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party intellectual property rights) (“Inappropriate Content”).
  32. The Hotel Partner acknowledges that Little Voyage has no control over any content placed on:

    1. the Website by Visitors and Little Voyage will use reasonable endeavours to monitor the Content of the Website; and
    2. third party websites, blogs, mobile apps, social media sites or similar which may contain the Content.
  33. Little Voyage reserves the right to remove content from the Website where it reasonably suspects such content is Inappropriate Content.
  34. The Hotel Partner shall indemnify Little Voyage against all damages, losses and expenses arising as a result of any action or claim that the Content constitutes Inappropriate Content.

  35. Confidentiality
  36. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the Group of companies to which the other party belongs, except as permitted by clause 9.2.
  37. Each party may disclose the other party’s confidential information:

    1. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under these Terms and Conditions. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause; and
    2. as may be required by law, court order or any governmental or regulatory authority.
  38. No party shall use any other party’s confidential information for any purpose other than to perform its obligations under these Terms and Conditions.
  39. Neither party may make any public statement, announcement or press release about these Terms and Conditions, any matter that covers it or its termination, or use the other party’s name in any public statement, announcement or press release, without the first party’s express written consent.

  40. Fees
  41. On the Effective Date the Hotel Partner shall pay to Little Voyage the first quarter as shown in the Hotel Partner Fee structure and provide Little Voyage with the Content to create, develop, test and ‘go-live’ of the relevant pages for the sale of the Hotel Partner’s Inventory on the Website.
  42. On the date (every quarter, starting on the Effective Date) the quarterly Fee is payable by the Hotel Partner to Little Voyage for ongoing maintenance and operation of the relevant pages for the sale of the Hotel Partner’s Inventory on the Website.  Little Voyage will offset the Monthly Fee against the Net Sales Price to be released by Little Voyage pursuant to clause 5.1.5. In the event that there are no Inventory sold for the relevant month, Little Voyage may invoice the Hotel Partner for the Monthly Fee (which is payable  by the Hotel Partner by the due date stated on the invoice) or in Little Voyage’s sole discretion carry forward the Monthly Fee to be offset against future Net Sales Price for Inventory sold.
  43. Little Voyage is entitled to a Commission Fee from the Hotel Partner being the percentage amount as shown in the signed Hotel Partner Fee structure of the Gross Sales Price of each of the Inventory sold through Little Voyage’s Website. The Commission accrues on the date when the Inventory are ordered through the Website.  Subject to clause 6.4, the Commission Fee will be offset against the Net Sales Price payable by Little Voyage pursuant to clause 5.1.5.
  44. Little Voyage is entitled to be paid for any Additional Services subscribed to in a separate agreement with the Hotel Partner. Little Voyage will offset the Additional Services Fee against the Net Sales Price to be released by Little Voyage pursuant to clause 5.1.5. In the event that there are no Inventory sold for the relevant month, Little Voyage may invoice the Hotel Partner for the Additional Services Fee (which is payable  by the Hotel Partner by the due date stated on the invoice) or in Little Voyage’s sole discretion carry forward the Additional Services Fee to be offset against future Net Sales Price for Inventory sold.
  45. All sums payable under these Terms and Conditions are exclusive of VAT (or similar tax) and shall be paid free and clear of all deductions and withholdings whatsoever, unless the deduction or withholding is required by law. If any deduction or withholding is required by law Little Voyage shall pay to the Hotel Partner such sum as will, after the deduction or withholding has been made, leave the Hotel Partner with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. If Little Voyage is required by law to make a deduction or withholding, Little Voyage shall, within five (5) business days of making the deduction or withholding, provide a statement in writing showing the gross amount of the payment, the amount of the sum deducted and the actual amount paid.
  46. Any sums payable or to be released by Little Voyage under these Terms and Conditions shall be paid in USD or GBP to the credit of a bank account to be designated in writing by the Hotel Partner.
  47. If Little Voyage is prohibited by a governmental authority in any country from making any payment due under these Terms and Conditions then Little Voyage shall, within the prescribed period for making the payment, use its best endeavours to secure from such authority permission to make the payment and shall make it within seven (7) days of receiving permission. If permission is not received within thirty (30) days of Little Voyage making a request for permission then, at the option of the Hotel Partner, Little Voyage shall either deposit the payment in the currency of the relevant country in a bank account designated by the Hotel Partner within such country, or make the payment to a Group company of the Hotel Partner designated by the Hotel Partner and having an office in the relevant country or in another country designated by the Hotel Partner.
  48. The provisions of this clause 10 shall remain in effect notwithstanding termination or expiry of these Terms and Conditions until the settlement of all subsisting claims by the Hotel Partner.
  49. Little Voyage reserves the right to set off amounts owed by Little Voyage or any Group company of Little Voyage against any amounts payable by Little Voyage to the Hotel Partner.

  50. Protection of the marks and designs
  51. Little Voyage shall immediately notify the Hotel Partner in writing giving full particulars if any of the following matters come to its attention:

    1. any actual, suspected or threatened infringement of the Marks or Designs;
    2. any actual or threatened claim that the Marks or Designs are invalid;
    3. any actual or threatened opposition to the Marks or Designs;
    4. any claim made or threatened that use of the Marks or Designs infringes the rights of any third party;
    5. any person applies for, or is granted, a registered trade mark or design by reason of which that person may be, or has been, granted rights that conflict with any of the rights granted to Little Voyage under these Terms and Conditions; or
    6. any other form of attack, charge or claim to which the Marks or Designs may be subject.
  52. Liability, indemnity and insurance
  53. To the fullest extent permitted by law, Little Voyage shall not be liable to the Hotel Partner for any costs, expenses, loss or damage (whether direct, indirect or consequential, and whether economic or other) arising from Little Voyage’s exercise of the rights granted to it under these Terms and Conditions.
  54. The Hotel Partner shall indemnify Little Voyage against all liabilities, costs, expenses, damages or losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) (each a Claim) suffered or incurred by Little Voyage arising out of or in connection with the Hotel Partner’s exercise of its rights granted under these Terms and Conditions or any breach by the Hotel Partner of the terms of these Terms and Conditions, including any product liability claim relating to Inventory manufactured, supplied or put into use by Little Voyage.
  55. Subject to clause 12.7, this indemnity shall apply whether or not the Hotel Partner has been negligent or at fault.
  56. If any third party makes a Claim, or notifies an intention to make a Claim, against Little Voyage that may reasonably be considered likely to give rise to a liability under this indemnity (Relevant Claim), Little Voyage shall:

    1. as soon as reasonably practicable, give written notice of the Relevant Claim to the Hotel Partner, specifying the nature of the Relevant Claim in reasonable detail;
    2. not make any admission of liability, agreement or compromise in relation to the Relevant Claim without the prior written consent of the Hotel Partner (such consent not to be unreasonably conditioned, withheld or delayed), provided that Little Voyage may settle the Relevant Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the Hotel Partner, but without obtaining the Hotel Partner’s consent) if Little Voyage reasonably believes that failure to settle the Relevant Claim would be prejudicial to it in any material respect;
    3. give the Hotel Partner and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Hotel Partner, so as to enable the Hotel Partner and its professional advisers to examine them and to take copies (at the Hotel Partner’s expense) for the purpose of assessing the Relevant Claim; and
    4. subject to the Hotel Partner providing security to Little Voyage to the Hotel Partner’s reasonable satisfaction against any claim, liability, costs, expenses, damages or losses that may be incurred, take such action as the Hotel Partner may reasonably request to avoid, dispute, compromise or defend the Relevant Claim.
  57. If a payment due from the Hotel Partner under this clause is subject to tax (whether by way of direct assessment or withholding at its source), Little Voyage shall be entitled to receive from the Hotel Partner such amounts as shall ensure that the net receipt, after tax, to Little Voyage in respect of the payment is the same as it would have been not subject to tax.
  58. the Hotel Partner shall, at its expense, carry product liability and comprehensive general liability insurance coverage of an amount adequate to support its liabilities under these Terms and Conditions. The Hotel Partner shall ensure that such insurance policy covers or names Little Voyage as co-insured with the Hotel Partner and remains in effect throughout the duration of these Terms and Conditions and for a period of 2 (two) years after termination or expiry of the agreement, and shall supply Little Voyage with a copy of such policy on request.
  59. Nothing in these Terms and Conditions shall have the effect of excluding or limiting any liability for death or personal injury caused by negligence or for fraud.

  60. Additional Little Voyage obligations
  61. Little Voyage shall:

    1. act in the best commercial interests of the Hotel Partner and use its best endeavours to achieve maximum sales of the Inventory;
    2. obtain at its own expense all licenses, permits and consents necessary for the provision of the Website;
    3. perform its obligations in connection with the distribution, sales and marketing of the Inventory with all due skill, care and diligence including good industry practice; and
    4. only make use of the Marks for the purposes authorised in these Terms and Conditions.
  62. Little Voyage shall not, nor directly or indirectly assist any other person to:

    1. use the Marks except as permitted under these Terms and Conditions; and
    2. do or omit to do anything to diminish the rights of the Hotel Partner in the Marks or impair any registration of the Marks by the Hotel Partner.
  63. Little Voyage acknowledges and agrees that the exercise of the licence granted to Little Voyage under these Terms and Conditions is subject to all applicable laws, enactments, regulations and other similar instruments, and Little Voyage understands and agrees that it shall at all times be solely liable and responsible for due observance and performance.

  64. Warranties and Representations of Hotel Partner
  65. The Hotel Partner warrants and represents that:

    1. it is the sole legal and beneficial owner of valid and subsisting intellectual property rights and goodwill in the Marks, Methods and Designs, free of all encumbrances of any sort in favour of a third party, including but not limited to a security interest, on the Marks, Methods and Designs, and it has the right to license the use of the Marks, Methods and Designs to the Hotel Partner pursuant to these Terms and Conditions and grant the rights hereunder;
    2. there are no pending or completed claims, actions or proceedings inconsistent with or contesting the Hotel Partner’s ownership of the Marks, Methods and Designs, including but not limited to infringement, opposition, revocation or rectification proceedings, or its right to license the Marks, Methods and Designs to Little Voyage at the time of the execution of these Terms and Conditions;
    3. the use of the Marks, Methods and Designs does not infringe any intellectual property rights and/or proprietary rights of any third party (other than those derived from the Hotel Partner) or give rise to any liability to pay royalty or other compensation to any other party at the time of the execution of these Terms and Conditions;
    4. it shall maintain the validity and registration of the Marks, Methods and Designs for the term of these Terms and Conditions and shall notify Little Voyage immediately in writing if such validity and registration is revoked or affected in any way which may cause Little Voyage to be open to claims by any third party due to Little Voyage’s use of the Marks, Methods and Designs; and
    5. it shall not encumber or assign the Marks, Methods and Designs to any third party during the term of these Terms and Conditions without the prior written consent of Little Voyage which will not be unreasonably withheld.
  66. The Hotel Partner is liable for and irrevocably and unconditionally indemnifies Little Voyage against all liability, loss or damage (including consequential loss or damage), penalties, payments, costs, charges, expenses and any claim by a third party directly or indirectly arising from or incurred in connection with the Hotel Partner’s breach of this clause 14 (Warranties and Representations of Hotel Partner).

  67. Sub-Licensing and Subcontracting
  68. Little Voyage shall not grant sub-licences under these Terms and Conditions.

  69. Assignment and other dealings
  70. The Hotel Partner shall not without the prior written consent of Little Voyage (such consent not to be unreasonably withheld), assign, transfer, mortgage, charge, declare a trust of or deal in any other manner with any of its rights or obligations under these Terms and Conditions.
  71. The Hotel Partner acknowledges that, Little Voyage is in the process of incorporating a United Arab Emirates special purpose vehicle (“SPV”) and once this SPV is incorporated, Little Voyage will novate these Terms and Conditions to the SPV.  The Hotel Partner hereby provides its consent to such novation.   [power of attorney or assignment?]
  72. In addition to clause 16.2, Little Voyage may at any time and without the consent of the Hotel Partner novate, assign, transfer, mortgage, charge or deal in any other manner with any or all of its rights or obligations under these Terms and Conditions, provided that Little Voyage shall notify the Hotel Partner as soon as possible after any such dealing and include particulars of the assignee, mortgagee or chargee.
  73. Notwithstanding clause 9, Little Voyage, when assigning any or all of its rights under these Terms and Conditions, may disclose to a proposed assignee any information in its possession that relates to these Terms and Conditions or its subject matter, the negotiations relating to it and the other party which it is reasonably necessary to disclose for the purposes of the proposed assignment.
  74. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
  75. The Hotel Partner shall on request from Little Voyage execute any agreements or other instruments (including any supplement or amendment to these Terms and Conditions) which may be required in order to give effect to or perfect any novation, assignment, transfer, mortgage, charge, trust or other dealing referred to in clause 16.2 and/or 16.3.

  76. Duration and termination
  77. These Terms and Conditions shall come into force on the Effective Date and shall continue, unless terminated earlier in accordance with clause 17.2 until either party gives to the other party three (3) months written notice to terminate after 12 months.
  78. Without prejudice to any rights that have accrued under these Terms and Conditions or any of its rights or remedies, either Party (“First Party”) may terminate these Terms and Conditions immediately by giving written notice to the other Party (“Second Party”) if:

    1. the Second Party fails to pay any amount due under these Terms and Conditions on the due date for payment and remains in default not less than seven (7) days after being notified in writing to make such payment;
    2. the Second Party commits a material breach of clause 4 (Use of Little Voyage’s Marks and Hotel Partner’s Marks in Advertising), clause 5 (Obligations of Little Voyage), clause 6 (Obligations of Hotel Partner) or clause 10 (Fees);
    3. the Second Party commits a material breach of these Terms and Conditions (other than failure to pay any amounts due under these Terms and Conditions) and (if that breach is remediable) fails to remedy that breach within fourteen (14) days of being notified in writing to do so;
    4. the Second Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
    5. the Second Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for, or enters into, any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Second Party with one or more other companies or the solvent reconstruction of the Second Party;
    6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Second Party other than for the sole purpose of a scheme for a solvent amalgamation of the Second Party with one or more other companies or the solvent reconstruction of the Second Party;
    7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given, or if an administrator is appointed over the Second Party;
    8. a floating charge holder over the assets of the Second Party has become entitled to appoint, or has appointed, an administrative receiver;
    9. a person becomes entitled to appoint a receiver over the assets of the Second Party or a receiver is appointed over the assets of the Second Party;
    10. a creditor or encumbrancer of the Second Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within fourteen (14) days;
    11. any event occurs, or proceeding is taken, with respect to the Second Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 17.2.3 to clause 17.2.9 (inclusive);
    12. the Second Party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
    13. there is a change of control of the Second Party; or
    14. the Second Party challenges the validity of the First Party’s Marks.
  79. Effect of termination
  80. On expiry or termination of these Terms and Conditions for any reason and subject to any express provisions set out elsewhere in these Terms and Conditions:

    1. all outstanding sums payable by the Hotel Partner to Little Voyage shall immediately become due and payable;
    2. all rights and licences granted under these Terms and Conditions shall cease;
    3. Little Voyage shall cease all use of the Marks;
    4. Hotel Partner shall cease all use of Little Voyage Marks; and
    5. Hotel Partner is to return any material relating to Little Voyage’s Marks and Little Voyage will return any promotional material relating to the Marks.
    6. Little Voyage owns the customer database and will, under no circumstance, share customer data with the Hotel Partner.
  81. The expiry or termination of these Terms and Conditions, for any reason, shall not affect any provision of these Terms and Conditions that is expressed to survive or operate in the event of expiry or termination and shall be without prejudice to the provisions of this clause 19 and to any rights of either party which may have accrued by, at or up to the date of such expiry or termination.

  82. Further assurance
    Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute such documents and perform such acts as may reasonably be required for the purpose of giving full effect to these Terms and Conditions.
  83. Waiver
    No failure or delay by a party to exercise any right or remedy provided under these Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
  84. Entire agreement
    These Terms and Conditions and the documents referred to in it constitute the whole agreement between the parties, and supersede all previous agreements between the parties relating to its subject matter.Each of the parties acknowledges and agrees that, in entering into these Terms and Conditions, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether negligently or innocently made) other than as expressly set out in these Terms and Conditions.Nothing in this clause shall limit or exclude any liability for fraud.
  85. Variation
    No variation of these Terms and Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
  86. Severance
    If any court or competent authority finds that any provision of these Terms and Conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Terms and Conditions shall not be affected.If any invalid, unenforceable or illegal provision of these Terms and Conditions would be valid, enforceable and legal if some part of it were deleted, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original commercial intention.

  87. Counterparts
    These Terms and Conditions may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of these Terms and Conditions, but all the counterparts shall together constitute the same agreement. No counterpart shall be effective until each party has executed at least one counterpart.
  88. Third-party rights
    No person other than a party to these Terms and Conditions shall have any rights to enforce any term of these Terms and Conditions.
  89. No partnership or agency
    Nothing in these Terms and Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of another party, nor authorise either party to make or enter into any commitments for or on behalf of the other party.

    1. The corresponding obligations of the other party or parties will be suspended to the same extent as those of the party first affected by the Force Majeure Event.
    2. If the Force Majeure Event prevails for a continuous period of more than six (6) months, any party may terminate these Terms and Conditions by giving fourteen (14) days written notice to the other party or parties. On the expiry of this notice period, these Terms and Conditions will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of these Terms and Conditions occurring prior to such termination.Force majeure

      1. A party shall not be in breach of these Terms and Conditions, nor liable for any failure or delay in performance of any obligations under these Terms and Conditions (and, subject to clause 27.3, the time for performance of the obligations shall be extended accordingly) arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (Force Majeure Event), including but not limited to any of the following:
        1. Acts of God, including fire, flood, earthquake, windstorm or other natural disaster;
        2. epidemic or pandemic;
        3. war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
        4. terrorist attack, civil war, civil commotion or riots;
        5. nuclear, chemical or biological contamination or sonic boom;
        6. any law or governmental order, rule, regulation or direction, or any action taken by a government or public authority, including but not limited to imposing an embargo, export or import restriction, quota or other restriction or prohibition, or failing to grant a necessary licence or consent;
        7. fire, explosion or accidental damage;
        8. doesn’t apply
        9. extreme adverse weather conditions;
        10. collapse of building structures, failure of plant machinery, machinery, computers or vehicles;
        11. non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause 27.1); and
        12. interruption or failure of utility service, including but not limited to electric power, gas or water.
    • A notice required to be given under these Terms and Conditions shall not be validly given if sent by e-mail.
    • The provisions of this clause 28 (Notices) shall not apply to the service of any proceedings or other documents in any legal action.Notices

      • Any notice required to be given under these Terms and Conditions shall be in writing and shall be delivered personally, or sent by pre-paid first-class post or recorded delivery or by commercial courier, to each party required to receive the notice at its address or as otherwise specified by the relevant party by notice in writing to each other party.
      • Any notice shall be deemed to have been duly received:
      1. if delivered personally, when left at the address and for the contact referred to in this clause;
      2. if sent by pre-paid first-class post or recorded delivery, at 10.00 am on the second Business Day after posting; or
      3. if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
  90. Inadequacy of damages
    Without prejudice to any other rights or remedies that either Party may have, each Party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of these Terms and Conditions. Accordingly, either Party shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of these Terms and Conditions.
  91. Dispute resolution procedure
    If a dispute arises out of or in connection with these Terms and Conditions or the performance, validity or enforceability of it (Dispute) then either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice the CEO and the Directors of Little Voyage shall attempt in good faith to resolve the Dispute.
  92. Governing law and jurisdiction
  1. These Terms and Conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
  2. The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms and Conditions or its subject matter or formation (including non-contractual disputes or claims).