“Agreement” - this Supplier Connectivity Order Form Confirmation (“Order”) together with the Gimmonix Supplier Connectivity Terms & Conditions incorporated herein by reference.
“Affiliate” - any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than fifty percent (50 %) of the voting interests or the power to direct the entity’s management and policies.
“API” - the application-programming interface made available by the Supplier (or its nominated third party) for transmitting Accommodation Information to Gimmonix Services.
“Client” (or “Gimmonix Client”) - a customer that has a valid written agreement with Gimmonix for access to the Gimmonix Services.
“Client Obligations” - the warranties, service levels and other commitments a Party makes to its own Clients or end-users, as described in Section 10.1 of the Terms & Conditions.
“Effective Date” - the date of last signature on this Order, unless another date is expressly stated herein.
“Eligible Reservations” - reservation booked with the Supplier via the Gimmonix Services that has reached the first calendar day after its refundable-until date and has not been cancelled on or before that refundable-until date and thus made eligible for invoicing.
“Feedback” - any suggestions, comments, survey responses or other input that the Supplier voluntarily provides to Gimmonix regarding the Gimmonix Services.
“Force-Majeure Event” - an event or circumstance described in Section 13.3 that is beyond the reasonable control of the affected Party.
“Integration Go-Live” - the successful completion of the Integration, following Supplier’s certification completion.
“Ratefox Go-Live” - the first successful live booking made in a production environment via Ratefox using the Supplier’s Accommodation Information.
“Gimmonix Services” - Gimmonix’s connectivity and distribution platforms, products and solutions including but not limited to any associated APIs, mapping tools, user interfaces, optimization and support services, through which Accommodation Information is distributed to Clients.
“Accommodation Information” - all static and/or dynamic content relating to accommodation inventory supplied by the Supplier, including but not limited to property and room IDs, names, descriptions, amenities, rates, terms and conditions, availability and any related metadata.
“Integration” - the technical connection between the Supplier’s API (and/or other data source) and the Gimmonix Services.
“Integration Fee” - one-time fee payable by the Supplier to Gimmonix for performing the Integration, as specified in the applicable Order.
“Live Account” - a Supplier-provided account that exposes full inventory, but without booking capability.
“Order Confirmation” or “Order” - document setting out the commercial and variable terms for the Supplier’s connectivity to the Gimmonix Services.
“Party” / “Parties” - Gimmonix and the Supplier, individually and collectively.
“Ratefox” - Gimmonix’ booking optimization service referenced in the Order.
“Reservation Sale Value” - the gross room-rate value of the reservation booked via Gimmonix Services.
“Taxes” - any value-added, sales, use, withholding or similar taxes, duties and governmental charges, other than taxes based on a Party’s net income.
“Terms & Conditions” or “T&Cs” - the Gimmonix Supplier Connectivity Terms & Conditions referenced in this Order, as amended from time to time in accordance with their terms.
Integration
Gimmonix will integrate Supplier’s API to be made available to Gimmonix Clients via Gimmonix Services.
Supplier will provide Gimmonix with:
Necessary documentation and support for Gimmonix to perform and complete the Integration.
Supplier certification documentation covering the process, criteria and associated guidelines.
Name(s) and contact information of Supplier’s key technical personnel for supporting the integration, subsequent certification and ongoing maintenance
Name(s) and contact information of Supplier’s key account manager for Gimmonix
Name(s) and and contact information of Supplier’s 24/7 operations and technical support to handle any ongoing issues
Supplier inventory file accessible via API or FTP
Test API credentials
Live API credentials (with no booking capability) configured with access to Supplier full inventory
The Integration of Supplier’s accommodation API with the Gimmonix Services shall be performed according to the Supplier’s technical API documentation as outlined above and provided by Supplier for integration together with associated certification process documentation provided by Supplier.
Gimmonix acts solely as a technical platform provider and does not act as a merchant of record, agent, or reseller with respect to any transactions between Supplier and Gimmonix Clients.
Following Integration Go-Live, Integration maintenance will be carried out as follows:
Any minor changes in the Supplier’s API or interfaces shall be handled by Gimmonix as part of ongoing Supplier Integration maintenance, and based on Gimmonix roadmap and internal prioritization.
Any version upgrade and/or any material change in the API will require a prior written notice to Gimmonix and may require a new Integration to be performed by Gimmonix, subject to Integration fee.
Invoicing
Invoices are issued on the first business day of the calendar month.
Invoice for the integration fee is due in full and upfront upon the Supplier Connectivity Order execution.
Invoices for the Distribution Fee are due upon receipt and payable within seven (7) business days from invoice date.
Unless otherwise specifically specified, each party shall bear its own taxes, duties and levies. VAT, if required, shall be added to Gimmonix’ charges.
Any payments which are not paid on time will incur late charges and a monthly interest to the extent permitted by applicable law, as well as any associated collection costs to the extent permitted by law, where Gimmonix may suspend all services within 30 days of non-payment until such payments are made.
If you dispute any charges, you must notify Gimmonix in writing within seven (7) business days of invoice receipt. The parties will work in good faith to resolve any disputes promptly.
Warranties, Representations, and Undertakings
The Supplier warrants and represents that the Accommodation Information is accurate and does not violate any applicable laws, including privacy and data security laws and regulations.
The Supplier warrants and represents that the Accommodation Information is free of any restrictions or any third-party rights that would prevent Gimmonix from using such Accommodation Information in Gimmonix Services.
The Parties acknowledge that all Accommodation Information is provided “as-is” by the Supplier. Gimmonix does not create, verify, edit or control such content and therefore assumes no responsibility or liability of any kind whether in contract, tort (including negligence), statute or otherwise for:
the accuracy, completeness, legality, reliability or quality of the Accommodation Information; or
any loss, damage, cost or expense arising from the use of, or reliance on, such Accommodation Information by Gimmonix, its clients or any third party.
Nothing in this Agreement imposes on Gimmonix any obligation to monitor, review or independently validate the Accommodation Information.
The Supplier acknowledges and agrees that Gimmonix may freely use the Accommodation Information in connection with the Gimmonix Services including without limitation the transfer of the Accommodation Information to Gimmonix’s customers and clients that use the Gimmonix Services.
The Supplier acknowledges and agrees that Gimmonix may use its name and/or logo to communicate to potential and existing customers and clients that Supplier’s Accommodation Information is available on the Gimmonix Services platform.
The Supplier agrees to provide feedback and to rate the use of Gimmonix Services platform in comparison to providing a direct flow of information to customers and clients. For this purpose, Supplier agrees to fill out surveys and questionnaires as may be requested by Gimmonix from time to time, but no more than quarterly. All such feedback and ratings (the “Feedback”) shall be the confidential and proprietary information of Gimmonix.
Intellectual Property
All intellectual property rights in and to the Gimmonix Services including all components thereof, and all revisions, corrections, modifications, enhancements, updates and/or upgrades thereto shall belong to Gimmonix and its licensors and nothing contained in this Agreement shall grant Supplier any right, title, or interest in the Gimmonix Services. Gimmonix shall be the sole owner of all Feedback.
Supplier is and shall remain the owner of its Accommodation Information, and Supplier grants Gimmonix and its Affiliates the non-exclusive right to process, analyze, use and distribute the Supplier’s Accommodation Information to third parties subscribed to the Gimmonix Services for the purpose of providing such Gimmonix Services to its clients, including without limitation for mapping, booking, analysis and optimization purposes. It is hereby clarified that the grant of rights and authorization to use Accommodation Information to share to Gimmonix Clients is limited to the sole purpose of facilitating Gimmonix Services to its clients.
Data Protection
Gimmonix processes guest-booking data solely on behalf of the Gimmonix Client that sends it (processor / sub-processor). Once that data reaches the Supplier, the Supplier acts as an independent data-controller under its own contract with the same Client. Nothing in this Agreement creates a controller-to-processor relationship between Gimmonix and the Supplier.
Gimmonix’s use of personal data is limited to receiving, normalising, transmitting and transiently storing booking messages in order to deliver the Gimmonix Services, in accordance with the written instructions of its Client and Gimmonix’s standard security measures.
The Supplier remains solely responsible for all data-protection obligations that apply to it as a controller vis-a-vis the Client and the data subjects. No additional controller or processor duties are imposed on Gimmonix under this Agreement.
If the Supplier suffers a breach affecting personal data received via the Gimmonix Services, it shall notify the relevant Gimmonix Client without undue delay and copy Gimmonix for information.
Confidentiality
Definition of Confidential Information. “Confidential Information” means (i) the contents of this Agreement and the fact of the engagement between the Parties; and (ii) any and all information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) in any form, except for information that the Receiving Party can demonstrate:
was publicly available at the time of disclosure or becomes publicly available through no breach of this Agreement;
was already in the Receiving Party’s lawful possession without restriction before receipt from the Disclosing Party;
was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or
was lawfully obtained from a third party without breach of any confidentiality obligation.
Use and Protection. The Receiving Party shall (i) hold the Confidential Information in strict confidence, (ii) use it solely for the purpose of performing this Agreement, and (iii) apply at least the same degree of care it uses to protect its own confidential information of like importance, but in no event less than reasonable care.
Compelled Disclosure. If the Receiving Party is required by law, court order, or regulatory authority to disclose any Confidential Information, it may do so provided that (i) it gives the Disclosing Party prompt written notice (to the extent legally permitted) so the Disclosing Party may seek a protective order, and (ii) the Receiving Party discloses only the portion legally required and uses reasonable efforts to obtain confidential treatment for the disclosed information.
Return or Destruction. Upon the earlier of (i) the Disclosing Party’s written request or (ii) termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information and certify destruction in writing. The Receiving Party may, however, retain one archival copy solely to comply with legal, regulatory, or bona-fide back-up requirements, subject to the ongoing confidentiality obligations herein.
Equitable Relief. Each Party acknowledges that unauthorised disclosure or use of Confidential Information may cause irreparable harm for which monetary damages may be inadequate, and agrees that the Disclosing Party shall be entitled to seek injunctive or other equitable relief without the necessity of posting bond, in addition to any other remedies available at law or in equity.
Term and Termination
This Agreement begins on the Effective Date and will continue until terminated in accordance with this Article 8.
Termination for Convenience. Either Party may terminate this Agreement by giving the other Party at least sixty (60) days’ prior written notice.
Termination for Cause. Either Party may terminate this Agreement (or the Supplier’s connectivity) immediately by written notice if:
the other Party commits a material breach such as non-payment or, brand-usage violations, that remains uncured thirty (30) days after receipt of written notice;
the other Party becomes insolvent, enters liquidation, receivership or a similar proceeding, or ceases to carry on business;
continuing the Agreement would cause the terminating Party to violate applicable law or a binding order of a competent authority; or
the other Party breached IP and/or confidentiality clauses, and/or commits fraud or willful misconduct in connection with this Agreement.
Effect of Termination
Termination does not affect the Supplier’s obligation to pay:
All undisputed fees that accrued before the effective date of termination
Distribution Fee for every Eligible Reservation (as defined), even if a reservation becomes an Eligible Reservation only after termination.
Gimmonix will invoice these amounts and the Supplier shall pay such invoices in accordance with Section 3 (Invoicing).
Survival. The following provisions survive termination or expiry of this Agreement:
Sections 4 (Warranties, Representations & Undertakings), 5 (Intellectual Property), 8.4 (Effect of Termination), 10 (Disclaimer; Limitation of Liability), 11 (Indemnification) and 13 (Miscellaneous);
Section 6 (Data Protection) and Section 7 (Confidentiality) for five (5) years after termination, or for so long as the information in question remains confidential or subject to applicable data-protection law, whichever is longer;
Any accrued payment obligations and any other provisions which, by their nature or to give effect to their meaning, must survive.
Independent Contractors
Each Party acts as an independent contractor on its own account and responsibility, and nothing in this Agreement creates, or shall be construed as creating, an employer-employee relationship, agency, joint venture or partnership between the Parties (or their respective employees or contractors). Neither Party is authorized to make any commitment or incur any obligation on behalf of the other Party.
DISCLAIMER; LIMITATION OF LIABILITY
Liability to Own Clients. Each Party is solely responsible for the obligations, warranties and service levels it agrees with its own customers or end-users (“Client Obligations”). The other Party shall have no liability whatsoever for any breach of those Client Obligations.
No Pass-Through Claims. Neither Party shall seek to recover from the other any loss or damage that arises exclusively from the first Party’s Client Obligations.
Waiver of Inter-Party Damages. Except as provided in Section 10.4, neither Party shall be liable to the other for any damages or losses of any kind whether direct, indirect, special, incidental or consequential arising out of or in connection with this Agreement.
Payment Obligation (Sole Monetary Recourse). Nothing in Section 10.3 limits or excludes the Supplier’s obligation to pay undisputed fees and charges validly invoiced by Gimmonix in accordance with Section 4 (Fees, Payments & Invoicing). Gimmonix’ sole monetary recourse against the Supplier under this Agreement shall be limited to recovering such unpaid, undisputed amounts.
Disclaimer of Warranties. Except as expressly stated in this Agreement, the Gimmonix Services and all related materials are provided “as is”, without any warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement and title.
Indemnification
Each Party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other Party, its Affiliates and their respective officers, directors, employees and agents (collectively, the “Indemnified Party”) from and against any third-party claim, demand, action, fine, penalty or proceeding (including all reasonable attorney’s fees and court costs) that arises out of or relates to:
the Indemnifying Party’s breach of this Agreement or of any applicable law or regulation;
the Indemnifying Party’s use, provision or transmission of any information, data, software or other content that infringes or misappropriates any intellectual-property, privacy or other proprietary right of a third party; or
the Indemnifying Party’s fraud, wilful misconduct or gross negligence in connection with this Agreement.
The Indemnified Party must (i) promptly notify the Indemnifying Party in writing of the claim (failure to do so will not relieve the Indemnifying Party of its obligations except to the extent materially prejudiced); (ii) allow the Indemnifying Party to assume sole control of the defence and settlement of the claim; and (iii) provide all reasonably requested information and assistance at the Indemnifying Party’s expense. The Indemnifying Party may not settle any claim without the Indemnified Party’s prior written consent, not to be unreasonably withheld or delayed, if the settlement imposes any obligation on, or admits liability for, the Indemnified Party.
Miscellaneous
Assignment. Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party..
Notice. Unless otherwise stated in relation to a particular notice, any notice given under this Agreement must be in writing, in English and shall be delivered by facsimile, by e-mail, by hand or by registered or certified mail, postage prepaid. Any notice sent in accordance with this Section shall be effective (i) if mailed, five (5) business days after mailing, (ii) if sent via facsimile or e-mail, upon transmission or if transmitted and received on a non-business day on the first business day following transmission, (iii) if delivered by hand, upon delivery.
Force Majeure. Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) if and to the extent such delay or failure is caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, governmental action, labour disputes, internet or telecommunications failures, or power outages. The affected Party shall (i) promptly notify the other Party, (ii) use commercially reasonable efforts to mitigate the impact, and (iii) resume performance as soon as practicable. If a force-majeure event continues for more than sixty (60) days, either Party may terminate this Agreement on written notice.
Entire Agreement. The Parties have read this Agreement and Annexes (if applicable), which are incorporated hereto and agree to be bound by their terms, and further agree that they constitute the complete and entire agreement of the parties and supersede all previous communications, oral or written, between them relating to the subject matter hereof. Any waiver, amendment or other modification of any provision of this Agreement shall be effective only if in writing and signed by the Parties.
Governing Law & Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Israel without regard to its conflict-of-laws rules. Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the competent courts of Tel Aviv, Israel, and each Party irrevocably submits to that venue.
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