This “Agreement” consists of (a) these General Terms and Conditions, (b) the Special Terms and Conditions, (c) the Extranet, (d) the Additional Terms and Conditions, if any; and (e) any Addendum. 

ARTICLE I - ROOM RESERVATION SERVICES

1.1 Groupon provides intermediary, marketing, promotional, informational and room reservation services for transient accommodations (the "Reservation/Intermediary Services") for the rooms described in the Room Type section of the Special Terms and Conditions and via the Groupon extranet system (the “Extranet”) as a disclosed agent. The Principal Offering shall be made available by Groupon to its customers through the Reservation/Intermediary Services provided by Groupon pursuant to this Agreement. During the term of this Agreement, Principal irrevocably appoints and authorises Groupon to act as its agent for the purpose of concluding contracts for the sale, supply or provision of the Principal Offering between Principal and the Purchaser by means of the Reservation/Intermediary Services provided by Groupon.

1.2 Principal shall submit inventory to Groupon via the Extranet.  If Principal submits inventory through the Extranet, Groupon shall assign Principal a username and password (the “Account Credentials”), which will be sent to the Principal’s email address, and Principal shall use the Account Credentials to verify its identity when logging into the Extranet. Principal shall keep the Account Credentials confidential and agrees the Account Credentials are non-transferable. By using its Account Credentials, Principal will be able to enter its Principal account through the Extranet and will be able to register Accommodation that it has available at any time during the term of this Agreement, so that Purchasers may reserve such Accommodation.

1.3 In addition to the Principal Offering specified in the Special Terms and Conditions at the time of signing the Agreement, Principal may agree to authorise Groupon to market and promote additional offerings by executing a mutually acceptable addendum to this Agreement (“Addendum”).

1.4 Where a term in this Agreement expressly contradicts another term in this Agreement, the following shall be the order of priority: (1) the Extranet prevails over; (2) the Addendum (if any), which prevails over; (3) the Special Terms and Conditions, which prevail over; (4) these General Terms and Conditions.

1.5 Provided the Principal Offering has been properly described by Principal and the information in the Special Terms and Conditions is accurate, and provided that Groupon has timely received the required information via the Extranet, Groupon shall develop content to describe the Principal Offering, taking into account any terms and conditions Principal has described in the Special Terms and Conditions and Extranet.  Prior to Groupon promoting the Principal Offering, Principal will be provided with a preview of the webpage on which the Principal Offering will be promoted (“Deal Preview”) based on information that: (a) Principal has provided; (b) is publicly available on Principal's website and social media accounts; and/or (c) is sourced from a third party. Principal shall review this Deal Preview and notify Groupon if: (x) any of the information on the Deal Preview is incorrect; (y) anything about the proposed Deal Preview does not comply with any applicable laws or regulations; or (z) Principal is not licensed or otherwise authorised to use any intellectual property featured in the Deal Preview.  Principal's representations, warranties and grants described in Sections 4 and 6 will apply to all content in the Deal Preview  unless Principal informs Groupon otherwise before the Principal Offering is promoted.

1.6 Groupon will, in its sole discretion, promote/intermediate the Principal Offering on behalf of Principal through Groupon-branded websites, the internet, or other distribution channels owned, controlled or operated by Groupon or other companies in the Groupon group, such as e-mails, mobile applications or other types of electronic offerings ("Groupon Site"), to subsets of Groupon customers and potential customers identified by Groupon in its sole discretion. In some cases, in Groupon's sole discretion, the Principal Offering may be promoted through Groupon's affiliates and third party business partners. Groupon is not required to promote/intermediate the Principal Offering in any jurisdiction where doing so would be prohibited or require Groupon to register or obtain a license to act as a travel agent.

1.7 Unless otherwise mutually agreed by the parties, Groupon will, in its sole discretion, select one or more periods of time and dates during which it will promote/intermediate the Principal Offering.

1.8 Room reservations can be made by a Purchaser via the Groupon Site for a specific Room Type, specific date and time period (“Reservation”). Groupon will check whether the Reservation request by the Purchaser is available in accordance with the terms of the Principal Offering and the information set out in the Special Terms and Conditions and the Extranet. If the availability can be confirmed, Groupon will confirm the Reservation to the Purchaser upon completion by the Purchaser of the Reservation process via the Groupon Site. No further reconfirmation from Principal will be required. There are no vouchers involved in these calendar-based bookings although Purchasers are instructed to print an email confirmation for their records and to bring photo ID to the Accommodation. Once a Purchaser has been confirmed, a contract is created in respect of the sale, supply or provision of the Principal Offering and the Principal is obliged to fulfil the contract.

1.9 Where the Principal Offering is a travel package within the meaning of Directive (EU) 2015/2302 ("Travel Package"), Groupon shall provide Purchasers with the information required to be provided pursuant to the "Package Travel Directive" (meaning Directive (EU) 2015/2302, any national and local or regional implementing laws, regulations and secondary legislation, as amended from time to time), including pursuant to Articles 5 and 7 of the Package Travel Directive, provided that the Principal Offering has been properly described by Principal and the information in the Special Terms and Conditions is accurate, and provided that Groupon has received the required information via the Extranet in a timely fashion. Groupon shall not be liable and the Principal must hold Groupon fully harmless for any failure to provide such information or any inaccuracy in the information provided, where such failure or inaccuracy is attributable to the Principal.  

1.10 Groupon shall provide Principal with information necessary for Principal to furnish the Reservation to Purchasers. Such information may include, but is not limited to, the Purchaser's first and last name, email address, telephone number, date of birth and address. Any information provided pursuant to this Article I shall be considered personal data of Purchasers for the purposes of Section 6.3.

1.11 Principal shall provide and be solely liable for the performance of the Principal Offering in accordance with the terms of this Agreement. The contract for the sale, supply or provision of the Principal Offering will in all cases be between the Principal and the Purchaser. Principal warrants that it owns or possesses the Room Type (including all information about the Room Type set out in the Special Terms and Conditions and on the Extranet) that are available for short-term rental by travelers at the Accommodation.

1.12 It is the responsibility of Principal to ensure that the Special Terms and Conditions and the information fields in the Extranet are accurately completed and submitted. The Extranet shall contain the hotel's overall capacity, the Groupon room allotment per night ("Room Allotment"), the advertised selling price of a room (the "Groupon Price"), the reference price (the "Reference Price") and the percentage discount to be taken off of the Reference Price provided to Groupon ("Discount"). Principal must not reduce the Room Allotment as established in the Extranet. Groupon shall have no obligation to reserve a minimum number of Reservations and shall have no liability for failure to make any Reservations.

1.13 Principal shall ensure that the Groupon Price will be a discounted rate off of the Reference Price. Principal shall ensure that the Reference Price will be maintained during the term of this Agreement, unless otherwise agreed to by the parties. In addition, Principal shall ensure that it will not undercut the Discount, neither in percentage terms nor according to amount. Principal shall inform Groupon of any changes or modifications to the Reference Price and the Discount.

1.14 Principal shall submit at least three (3) images of the rooms within forty-eight hours after Principal signs this Agreement. In addition to any other information required to be provided to Groupon under this Agreement, Principal shall provide Groupon: (a) a description of amenities offered by Principal to Purchasers, (b) an itemisation of the amenities offered by Principal to Purchasers that are subject to availability, and (c) the information that Purchasers must provide to Principal when checking in at the Accommodation.

1.15 Principal shall provide Groupon with an itemisation of any charges, levies, duties, or extra taxes including (but not limited to) legally applicable VAT, sales, use, hotel occupancy, transient accommodations, tourism, visitor's and other similar taxes (collectively, the "Taxes" or "Tax") which Principal intends to collect from Purchasers and the manner in which Principal intends to collect the Taxes and other associated fees (including, but not limited to, resort fees, property fees, etc. (collectively, the "Fees"), and irrespective of when any such Fees will be collected between Reservation and check-out from the Accommodation. Principal shall ensure it properly applies the local Tax rules to any and all invoices provided to Purchaser from Principal (i.e. the invoice to Purchaser shall consider the respective legally applicable VAT rate on the sales price, if applicable). If Principal fails to disclose or maintain the accuracy of any applicable Taxes and Fees, Principal shall waive such Taxes and Fees for Purchasers who were not provided notice at the time of Reservation. If a Purchaser informs Groupon that Principal has charged such Taxes and Fees after Principal's failure to disclose such Taxes and Fees, Groupon shall have the right, but not the obligation, in its sole discretion, to refund such Purchaser any amounts such Purchaser has paid in connection with such Taxes and Fees. Amounts refunded to a Purchaser by Groupon shall be deducted from any amounts due to Principal from Groupon or shall be notified by Groupon to Principal. Any claimed amounts shall be paid by Principal to Groupon within five (5) days from receipt of such invoice.

1.16 Principal will comply with any and all applicable laws governing its Tax obligations. Principal shall provide Groupon with the correct Tax rates to apply to the Groupon Price, if applicable. Principal shall be solely liable for any uncollected Taxes resulting from Principal's furnishing of incorrect Tax rates to Groupon. Principal shall timely remit any and all Taxes applicable to the Groupon Price to the appropriate tax authorities, provide evidence of such remittance where requested by Groupon, and shall be solely liable for any failure to remit such Taxes.

1.17 Groupon does not facilitate and is not liable for any special requests of Purchasers. Such special requests may be negotiated directly between the Purchaser and Principal prior to Purchaser´s check-in and at Principal´s discretion.

1.18 If the Reservation selected by the Purchaser and confirmed by Groupon is not available to the Purchaser upon arrival, or if Principal becomes aware prior to a Purchaser's departure from their country or city of residence that the Reservation will not be available upon the Purchaser's arrival at the Accommodation, Principal will find an alternative accommodation of equal standard and of the same room type as the Room Type selected by Purchaser ("Alternative Room") and arrange for Purchaser to stay in the Alternative Room at Principal's cost. In such cases, Principal shall notify Groupon immediately in writing and provide the name of the relocated Purchaser, the length of the Purchaser´s stay at the Alternative Room, and the room type of the Alternative Room into which the Purchaser has been relocated. Any difference in the price between the Reservation and the price of the Alternative Room shall be paid by Principal.

1.19 If the Reservation contains amenities that the Purchaser does not receive in the Alternative Room, Groupon may deduct the value of such amenities from any payment owed to Principal by Groupon. In addition, Groupon shall review the pricing of the Alternative Room and may reject the Alternative Room or reduce payment to Principal if the Alternative Room is not of a standard comparable to that of the reserved room. Groupon shall notify Principal in writing of any reductions in payments from Groupon to Principal.

1.20 Where the Principal Offering is a Travel Package and an Alternative Room and/or amenities are (a) not provided, or (b) not of a satisfactory standard, the Principal will notify the Purchaser of his/her right to cancel the Reservation and shall, if applicable, provide suitable compensation for any period during which the Alternative Room and/or amenities were not provided or not of a satisfactory standard and for any damage sustained by the Purchaser as a result in accordance with the requirements under the Package Travel Directive.

ARTICLE II - PAYMENTS AND CANCELLATIONS

2.1 Groupon shall collect and retain the Groupon Price from Purchasers as payment for any Reservation made via the Reservation Service provided by Groupon. Principal shall not collect from any Purchaser any amount already collected from such Purchaser by Groupon. Any amounts collected from a Purchaser, be it the Groupon Price or otherwise, shall be collected by Groupon solely in its capacity as a disclosed agent of Principal.

2.2 Any extra costs due to special requests accommodated by Principal at his own discretion will not be collected by Groupon; nor will any amount in respect of the same be paid by Groupon to Principal. Principal is solely responsible for the collection of such monies and the provision and supply of such special requests.

2.3 Groupon shall be entitled to keep the Groupon Commission (as set out in the Special Terms and Conditions) per Reservation for providing the Reservation/Intermediary Services. The Groupon Commission shall be a percentage of the Groupon Price, exclusive of Taxes. Groupon shall have a right to retain the Groupon Commission in respect of a Reservation after a Purchaser can no longer cancel or modify a Reservation under the Cancellation Policy as defined in Section 2.6. Groupon shall deduct and retain the Groupon Commission plus any legally applicable VAT (if any is due) from the amounts paid by Purchasers.

2.4 Groupon shall pay Principal on a bi-monthly basis based on Purchasers who check-in at the Accommodation ("Check-ins"). All Check-ins from the 1st to the 15th of a month will be paid out within ten (10) business days of the 15th and all Check-ins from the 16th until the end of the month will be paid out within ten (10) business days of the last day of the month (each a "Payment Period"). Any refunds accrued during a Payment Period will be deducted from the payment made to Principal in the following Payment Period. Notwithstanding the foregoing, within ten (10) business days after the last possible check-out date of a Purchaser in respect of all Reservations made by Groupon pursuant to this Agreement, Groupon will make a final payment, if any, less any remaining refunds and any other money owed by Principal to Groupon under this Agreement. Principal shall pay Groupon any amount by which the remaining refunds exceed the final payment within five (5) days of receipt of an invoice from Groupon setting out the amount owed. The payment to Principal shall be exclusive of any Groupon Commission and any legally applicable VAT, processing fees to cover its transaction processing costs and any other amounts Groupon is permitted to deduct pursuant to this Agreement.

2.5 Groupon reserves the right to seek reasonable assurances of Principal’s financial stability, including through credit and financial checks about Principal and individuals and/or legal entities working with and/or for Principal (including its suppliers). If Groupon has good faith concerns regarding Principal’s solvency, then notwithstanding any other rights Groupon may have, Groupon may withhold any remaining payments due to Principal until Principal has allowed substantially all of the Purchasers to complete their Reservation and check-out of the Accommodation.

2.6 The Groupon cancellation and modification policy (the “Cancellation Policy”), set forth in the Reservation Terms of Sale on the Groupon Site, shall govern the terms upon which a Purchaser may cancel a Reservation. The Cancellation Policy shall provide, in part, that Purchasers may: (a) cancel a Reservation for a full refund through Groupon until the cancellation date as stated on the Groupon Site, or (b) modify the name on a Purchaser’s Reservation by contacting Principal. Cancellations or modifications requested by Purchasers inconsistent with the Cancellation Policy shall be directed to Principal. Principal, at its sole discretion, shall allow any requested cancellation and modifications inconsistent with the Cancellation Policy at its own expense; provided, however, that such Principal policy on cancellations and modifications complies with all applicable laws, including (where the Principal Offering is a Travel Package), the Package Travel Directive, and shall be applied consistently to all Purchasers and at Principal’s expense without any reduction to the Groupon Commission.

2.7 A “No-show” is when a Purchaser fails to arrive at the Accommodation on the check-in date chosen at the time of purchase without prior notice to Groupon or Principal within the notice period set out in Section 2.5  All No-shows shall be considered and treated like a cancellation in accordance with Section 2.6. 

2.8 Principal agrees that in the event it is either unable or unwilling to perform all or a significant part of its obligations under this Agreement, Principal shall reimburse Purchasers and Groupon for any and all payments, including any Groupon Commission and any legally applicable VAT, processing fees, and any other amounts paid by Purchasers for Reservations that were not occupied or otherwise used. Where the Principal Offering is a Travel Package, Principal may also be required to provide compensation to the Purchaser for any period during which the Travel Package was not performed or improperly performed and for any damage sustained by the Purchaser as a result in accordance with the Package Travel Directive. Where a Purchaser is eligible for compensation, the Principal shall notify the Purchaser of his/her rights without undue delay.  

ARTICLE III  - TERM AND TERMINATION

3.1 This Agreement begins on the date that the last of Groupon or Principal signs, or otherwise indicates its assent in writing, to this Agreement and shall remain in effect until terminated by either party, such termination to take effect one month after the last possible Purchaser check-out date in respect of any Reservation made by a Purchaser with Principal under this Agreement. Following notice of termination Principal shall refrain from submitting further inventory.

3.2 Without affecting any right or remedy available to it, either party may terminate this Agreement with immediate effect by giving notice in writing to the other party if:

(a) the other party commits a material breach of this Agreement and such breach either cannot be remedied or, where remedy is possible, is not remedied within 10 days after a written request to do so; or

(b) the other party commences negotiations with any class of creditors about re-scheduling its debts, an order is made for the other party to be wound up, or an administrator is appointed over the other party; or, for Groupon, if Groupon has reasonable concerns about Principal’s financial stability or solvency.

3.3 Without prejudice to Groupon’s other rights in this Agreement or at law, if Principal commits a material breach or persistent breaches of this Agreement, including its obligations under ARTICLE I, Groupon may suspend its performance under this Agreement until such time as the same are remedied.

3.4 Termination of this Agreement in accordance with its terms shall not affect the accrued rights or liabilities of the parties at the date of termination and shall not effect: (a) the validity of any Reservation made prior to termination; (b) Principal’s obligations to provide the Accommodation to Purchasers; or (c) the Principal’s obligations to pay Groupon the applicable Groupon Commission in relation to all Reservations intermediated by Groupon prior to the effective date of termination.

3.5 Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement, including Section 1.4, ARTICLE II, ARTICLE III, ARTICLE V, ARTICLE VI, ARTICLE VII and ARTICLE VIII, shall remain in full force and effect indefinitely.

ARTICLE VI - REPRESENTATIONS AND WARRANTIES

4.1 Groupon warrants and represents that it will execute its obligations arising under or in connection with this Agreement with reasonable care and skill.

4.2 Groupon does not warrant that services offered on or through the Internet, including the Extranet, will be uninterrupted or error-free. Groupon does not warrant that its services will result in any revenue for Principal or that any Reservations will be sold.

4.3 Principal warrants and represents that:

(a) all information provided by Principal (including information related to the Accommodation) is accurate, complete and correct;

(b) the information provided by Principal about prices, price components and related to price display shall be in compliance with the laws in the country where the Accommodation is provided;

(c) it has obtained (and shall maintain throughout the term of this Agreement) all necessary licenses, consents, permissions, insurance, bonding or other financial and insolvency protection relevant to this Agreement and to the supply and/or provision of the Accommodation, and professional liability insurance appropriate for its business. Where the Principal Offering is a Travel Package, this includes, without limitation, insolvency protection to refund all payments made by the Purchaser insofar as the relevant services within the Travel Package are not properly performed in the event of the Prinicipal's insolvency, held in a form compliant with the Package Travel Directive, as well as, where the Principal is established in Italy, the details of insurance for breach of contract or other equivalent protection obtained under the laws of other EU Member States;

(d) it has obtained (and shall maintain throughout the period of this Agreement) comprehensive public liability insurance to cover all risks relating to the supply and/or provision of the Accommodation and all risks arising out of the performance of this Agreement including  (but not limited to) any liability for damages for the death, injury or illness of Purchasers howsoever arising;

(e) it shall at all times comply with applicable law, including the provision to Groupon or Purchasers, as applicable, of information related to financial and insolvency protection, as well as all obligations under the Package Travel Directive where the Principal Offering is a Travel Package and holds all relevant permits, authorisations and registrations. For the avoidance of doubt, the Principal is an organiser for the purposes of the Package Travel Directive;

(f) its premises, and the premises of its suppliers, shall be safe and secure and it shall have processes in place to review its, and its suppliers', safety procedures;

(g) it owns all interest in and to its Intellectual Property Rights, has licensing rights (including the right to sublicense to Groupon) in any third party Intellectual Property Rights it provides to Groupon (whether via the Extranet or otherwise), and has the right to grant the license to Groupon stated in this Agreement; and

(h) it complies with all applicable international, federal, state, local and other laws, including but not limited to the U.S. Foreign Corrupt Practices Act and UK Bribery Act, and any and all executive orders and rules and regulations issued thereunder  that prohibit providing a payment of money or anything of value to a foreign government official, public international organisation official, foreign political party, foreign political party official or candidates for such offices, either directly or indirectly, for the purpose of influencing official acts and decisions (including failures to act and decide) in order to assist in obtaining or retaining business or directing business to any entity and any provisions of local law and Groupon’s policies and procedures related thereto.

ARTICLE V - INDEMNIFICATION

5.1 Principal guarantees that the Accommodation is in compliance with all applicable legal provisions in the country where it shall be provided.

5.2 Principal agrees to defend, indemnify and hold Groupon, its affiliated and related entities, and any of its respective officers, directors, agents and employees, harmless from and against any possible/threatened claims, lawsuits, investigations, penalties, judgments, damages, losses or expenses (including reasonable attorneys’ fees and costs) (“Claims”) arising out of or related to any of the following:

(a) any Claim by the relevant tax authorities for the tax obligations of Principal (or its suppliers) arising from the distribution, sale, supply or provision of Accommodation;

(b) any Claim by a Purchaser or any other third party arising out of or in connection with the Accommodation (or any services actually or purportedly offered in respect of or in connection with Accomodation, or the advertising or provision of Accommodation) or any services offered by Principal, including Claims for personal injury, death, or property damages;

(c) any breach (or alleged breach) of Section 1.18 or ARTICLE VI; and

(d) any breach (or alleged breach) of the Principal's obligations as an organiser under the Package Travel Directive.

ARTICLE VI - INTELLECTUAL PROPERTY RIGHTS; CONFIDENTIALITY, PRIVACY AND MARKETING

6.1 During the term of this Agreement, Principal grants to Groupon a non-exclusive, worldwide, royalty free, paid-up, irrevocable, transferable and sub-licensable right to use Principal’'s copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, and all other intellectual property rights, in each case whether registered or unregistered (collectively, "Intellectual Property Rights"), and any third party's Intellectual Property Rights supplied by Principal to Groupon. Principal shall not use any of Groupon's Intellectual Property Rights or prepare any derivative work based thereon.

6.2 Principal agrees to keep strictly confidential the terms of this Agreement, all of its contents and all information that it obtains about Groupon's business, including its finances, technology and affairs.

6.3 Within this section 6.3, the terms "Controller", "Personal Data", "Personal Data Breach" and "Supervisory Authority" shall have the same meanings as are set out in European Union Regulation (EU) 2016/679. Groupon, its affiliated entities and the Principal are each a separate Controller of all Personal Data about Purchasers. Where Groupon (or an affiliated entity or other third party) makes personal data about Purchasers available to the Principal, the Principal  shall use the personal data of Purchasers  to fulfil its obligations in connection with the Principal  Offering, and otherwise only for purposes which are not incompatible with the purposes set out in the Groupon customer Privacy Statement at https://www.groupon.co.uk/legal/privacy-policy. The Principal is responsible for checking for any updates to Groupon’s customer Privacy Statement that could affect its use of the Personal Data.  The Principal shall ensure that at all times it complies in full with all applicable laws and regulations (including but not limited to European Union Regulation (EU) 2016/679), and that it implements and complies with reasonable security measures, including, but not limited to, such security measures as prescribed by applicable law, in the handling of any personal data of Purchasers. In the event of a Personal Data Breach affecting any Personal Data of Purchasers  on the Principal 's systems, the Principal  will inform Groupon without undue delay, and in any event within 48 hours, of such Personal Data Breach, complaint or communication, shall take all steps necessary to mitigate the effects of such Personal Data Breach on affected Purchasers, and shall comply with any reasonable instructions from Groupon which relate to the Principal 's response to the Personal Data Breach. In the event that Groupon or Principal  receives a complaint from a Purchaser about the Principal 's use of their Personal Data, or in the event that Groupon or the Principal  receives a communication from a Supervisory Authority regarding their use of Personal Data relating to a Purchaser, the Principal  will inform Groupon before responding to such complaint or request, or will take all reasonable steps to assist Groupon in responding to that request, as appropriate.

6.4 By signing this Agreement the Principal acknowledges it has read and understood Groupon’s Merchant  Privacy Statement at https://www.groupon.co.uk/merchant/data-privacy.

6.5

(1) Groupon reserves the right to make general and specific credit and financial checks and credit-related enquiries about the Principal and certain individuals and/or legal entities working with and/or for the Principal, which will be carried out as described in Groupon's Merchant Privacy Statement. The Principal agrees to co-operate with Groupon’s reasonable requests in respect of conducting these checks.

(2) The Principal acknowledges that Groupon may record phone calls with the Principal for quality assurance and compliance purposes.

ARTICLE VIII - LIMITATIONS OF LIABILITY

7.1 Groupon does not exclude or limit any liability that cannot be excluded or limited by applicable law.

7.2 Subject to Section 7.1, Groupon shall not be liable and the Principal must hold Groupon fully harmless for any direct or indirect loss arising out of or in connection with the performance of any Travel Package by the Principal or any obligations that rest with the Principal as an organiser under the Package Travel Directive.

7.3 Subject to Section 7.1, Groupon shall not be liable for any indirect loss. Further, Groupon shall not be liable, whether directly or indirectly, for (i) loss of actual or anticipated profits; (ii) loss of goodwill; or (iii) loss of data and/or the costs of restoration of data.

7.4 Subject to Sections 7.1, 7.2 and 7.3, Groupon's total liability under this Agreement, howsoever arising, shall in no circumstances exceed the greater of CHF 3000 (or equivalent in currency Groupon pays Principal) or the cumulative total amount of the Groupon Commission Groupon has received under this Agreement in the 12 month period immediately preceding the event which gave rise to the liability.

7.5 Any payment made by Groupon to Principal shall be without prejudice to any claims or rights which Groupon may have against Principal.

ARTICLE VIII - MISCELLANEOUS

8.1 Unless otherwise specified, a reference to writing or written includes fax, email or any other electronic writing.

8.2 This Agreement contains all terms agreed between the parties regarding its subject matter and excludes any oral or written prior agreement, understanding or arrangement between the parties.

8.3 No terms and conditions or other document or writing submitted, proposed or stipulated by Principal shall be binding between the parties in respect of the transaction set out in this Agreement, unless expressly agreed to in writing by Groupon.

8.4 No waiver by Groupon of any violation or default in performance of the provisions of this Agreement shall be deemed a waiver of such provisions or the right of Groupon to thereafter enforce such provisions, or any other provisions, of this Agreement.

8.5 Nothing in this Agreement shall be construed to create a joint venture, partnership or franchise relationship between the parties.

8.6 Principal is not authorised to transfer or assign this Agreement in its entirety, whether by operation of law or otherwise, without Groupon's prior written consent. Groupon is authorised to transfer or assign this Agreement or any of its rights under this Agreement, to a present or future affiliate or pursuant to a merger, consolidation, reorganization or sale of all or substantially all of the assets or business, or by operation of law, without notice to Principal.

8.7 In case this Agreement is in electronic form, the parties agree to use an electronic signature service for the purpose of signing this Agreement; the parties further agree that using an electronic signature shall be treated with the same legal force and effect as a signature written by hand, and will not be denied legal validity solely due to the fact that the signature is in electronic form.

8.8 If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement are not affected. Such invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely achieves the economic effect contemplated by the invalid or unenforceable provision.

8.9 This Agreement shall be governed and interpreted by the laws of Switzerland, without regard to its conflict or choice of law principles. Exclusive venue for any disputes shall be the courts of Zurich.

 

ADDITIONAL INFORMATION

Groupon is required to provide Principal with certain additional information as follows:

1. Groupon may opt to suspend or terminate promotions of the Principal Offering. This may be due to any of the following factors:

(a) Principal business closure;

(b) High rate of refunds;

(c) High rate of customer complaints;

(d) Low customer satisfaction;

(e) Principal refusing to honour Reservations;

(f) Principal breaching this Agreement;

(g) Very serious customer complaints such as allegations of violence;

(h) Principal is fully booked;

(i) Accusations of intellectual property infringement;

(j) Groupon not selling as many Reservations as expected;

(k) Groupon believes the promotion is no longer commercially viable.

2. Groupon or its affiliates may promote the Merchant Offering through third party publishers signed up to Groupon’s network or a third party network. This may include exposure on:

(a) Cashback websites;

(b) Coupon websites;

(c) Blogs and other content websites focussed on specific topics;

(d) Emails sent to third party databases; and/or

(e) “Influencers” on platforms such as Instagram.

Product-related Merchant Offerings may also appear on price comparison websites.

3. The main factors that determine the ranking of promotions of the Principal Offering on groupon.ie (“Advertisements”) are as follows:

(a) Predicted quality of a Principal Offering, based on category, price, discount and performance of similar offerings by other principals;

(b) Quality of a Principal Offering, based on views and sales;

(c) Personalisation based on customer-specific data including past purchases, search history and other behavioural data, which helps determine the relevance of the Principal Offering to the customer; and

(d) Strategies on whether to maximise promotion of Principals Offerings expected to convert well or test Principal Offerings for performance.

Groupon determined that these would be the main factors because of their relevance in ensuring customers would be most exposed to offerings they would be interested in.

4. Personal data: Groupon has access to customer personal data in accordance with the privacy statement referred to in Section 6.3 above, which also sets out the conditions under which customer personal data can be provided to Principal. Groupon has access to Principal personal data, and Principal has the right to access that data, in accordance with the privacy statement referred to in Section 6.4 above.  Both privacy statements set out the scenarios in which Groupon may provide personal data of customers and Principals to third parties.

5. Non-personal data: Non-personal Principal data collected by Groupon from Principal consists of business-specific contact details. Principal may request a copy of such information from Groupon. 

6. Principals who wish to raise a complaint with Groupon may do so by using the Merchant Centre.  The complaint will be dealt with by Groupon’s merchant services team or passed to another team to handle if appropriate.  A Groupon representative will respond to Principal and attempt to resolve the complaint if possible.  

7. In the event Groupon and Principal are unable to resolve a dispute, Groupon is willing to use the following mediation service: https://e-pom.eu.