SCHEDULE 1 - DEFINITIONS AND INTERPRETATION

1. Definitions

1.1 In the Agreement, the following terms have the following meanings:

Term	Definition & Interpretation
Agent Portal	the standalone website and/or application which enables the Partner or Partner Licensee’s to access and search Tours and Experiences and make Bookings.
Agent Portal Services	the provision of the Agent Portal, as described in Annex – Agent Portal.
Agreed Jurisdiction	has the meaning given in the Agreement Details.
Agreement	the Partner Licence and Service Agreement comprising the Agreement Details and these General Terms.
Agreement Details	the agreement details form signed by Holibob and the Partner.
Annex	any annex to these General Terms which provides further details of a relevant Service.
API	application programming interface.
Applicable Laws	all applicable laws, statutes, byelaws, regulations, orders, regulatory policies, binding guidance or industry codes, rules of court or directives or requirement or notice of any Regulatory Body, or any delegated or subordinate legislation including the Data Protection Legislation and the PTR.
Authorised Users	those employees, contractors, and/or agents of the Partner or Partner Licensee or Partner Supplier who are authorised by the Partner to access the Holibob Technology in accordance with the Agreement.
Availability	the availability of the Tour and Experience of a Third Party Supplier as shown by the Third Party Supplier.
Bookable Extranet	the technology which enables Partner Supplier Content to be uploaded to Holibob’s websites and/or applications and which is then distributed to the Partner to enable the Partner to access and search Tours and Experiences and make Bookings.
Bookable Extranet Services	the provision of the Bookable Extranet, as described in Annex – Bookable Extranet.
Booking	a booking for a Tour and Experience made (i) by a Customer through the White Label Website or the Marketing Platform (as applicable); or (ii) by the Partner (on behalf of a Customer) through the Holibob API, the Agent Portal or the Switch Technology (as applicable).

Brand	any trademark, logo, name, get-up and any other branding used or owned by either Party.
Business Day	a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Confidential Information	any confidential information or data of whatever nature and format made available (directly or indirectly) by one Party to the other or gained by one Party from the other in the performance of or otherwise in connection with the Agreement, including any information concerning the business, affairs, strategy, pricing, operations, customers, clients, suppliers, IT systems, databases (including customer databases), proprietary management software and/or computer system passwords of a Party.
Content	all photographs, images, video and/or audio material, written text and/or descriptions of the Tours and Experiences in whatever medium or form, including maps relevant to the Tours and Experiences.
Continuing Term	as defined in clause 2.1.
Customer	any customer or potential customer of the Partner who accesses the White Label Website and/or Marketing Platform to search and/or book a Tour and Experience or a person to whom the Partner sells, or makes available for sale, the Tours and Experiences
Data Protection Legislation	data protection and privacy laws applicable to the Parties in relation to any personal data which is processed in the performance of the agreement including, where applicable: (i) in respect of the European Union, the General Data Protection Regulation (EU) 2016/679 ("EU GDPR") and all relevant member state laws or regulations giving effect to, replacing or supplementing the same; (ii) in respect of the United Kingdom ("UK"), the Data Protection Act 2018 ("UK DPA"), UK GDPR (which has the meaning given to it in the UK DPA) ("UK GDPR"); and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended; and (iii) any applicable laws implementing, amending, extending, re-enacting, replacing, consolidating or supplementing the same from time to time.
Effective Date	has the meaning given in the Agreement Details.
Excluded Event	a breach of the agreement by the Partner; lack of availability and/or performance of the internet; any act or omission by a telecommunications provider; a Virus; or a denial of service attack.
Fees	the fees payable to Holibob, being the Transaction Fees, Minimum Fees, Set-Up Fees, Subscription Fees, Holibob Commission Take, Holibob Commission Share or any other fees, in each case as set out in the Agreement Details.
Force Majeure Event	any act, event, omission or accident affecting the performance by a Party of any of its obligations under the agreement which is beyond its reasonable control and which, by its nature, could not have been foreseen or, if foreseeable, was unavoidable, including a material failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, compliance with any Applicable Law or governmental order, fire, flood, but excluding any industrial dispute relating to a Party or any of its sub-contractors, its or their personnel or any other failure in a Party’s (or any of that Party’s sub‑contractor’s) supply chain, except where that failure itself is caused by a Force Majeure Event
General Terms	these Holibob partner service and licence agreement general terms and conditions.
Go Live Date	in respect of a Service, the date from which that Service is made available to the Partner in live mode to enable Bookings.
Governing Law	has the meaning given in the Agreement Details.
Holibob API	the Platform API proprietary to Holibob which enables the Partner to access and search Tours and Experiences and make Bookings through the Partner Technology System.
Holibob API Services	the provision of the Holibob API, as described in Annex – Holibob API.
Holibob Commission Take	the percentage of the price of each Booking generated on the White Label Website and/or through the Marketing Platform Services (including cancellations) which is payable or owed to Holibob, as set out in the Agreement Details.
Holibob Commission Share	the share of Supplier Commission due to Holibob in respect of a Booking as set out in the Agreement Details.
Holibob Content	any and all Content provided by Holibob (either itself or from a Holibob Supplier) as part of the Services.
Holibob Hub	the website and/or application on which the Partner can view certain information about Third Party Suppliers and certain analytical data and statistics and on which the Reports are made available, as described in Annex – Holibob Hub.
Holibob Payment Gateway	the payment gateway made available by Holibob to enable a Customer to pay for a Booking, as described in Annex – Holibob Payment Gateway.
Holibob Supplier	a Third Party Supplier sourced by Holibob (and with whom Holibob has a contractual arrangement) whose Content is uploaded to the Holibob Technology.
Holibob Technology	means the proprietary software, webpages (including the WLW Content), applications, APIs and/or platforms, which are provided or made available by Holibob to enable the provision of the Services, including the White Label Website, the Marketing Platform, the API, the Agent Portal, the Switch Technology, the Bookable Extranet and the Holibob Hub.
Invoice Currency	the currency shown in the Agreement Details.
Intellectual Property Rights	any and all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semi-conductor topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Losses	all losses, claims, damages, liabilities, fines, interest, penalties, costs, charges, expenses, demands and legal and other professional costs.
Marketing Platform	the website and/or integrations into messaging applications, including the Web-App described in the Agreement Details to which a Customer is directed through the Marketing Services and on which a Customer may make a Booking.
Marketing Platform Services	the marketing services provided to Customers on behalf of the Partner, as described in Annex – Marketing Platform.
Minimum Notice Period	has the meaning given in the Agreement Details.
Minimum Term	has the meaning given in the Agreement Details.
Minimum Fee	has the meaning given in the Agreement Details.
Package	as defined in the PTR.
Partner Brand Guidelines	the Partner’s written guidelines in respect of the Partner’s Brands (if any) provided to Holibob from time to time.
Partner Commission Share	the share of Supplier Commission due to the Partner in respect of a Booking, being the amount of the Supplier Commission less the Holibob Commission Share and/or Holibob Commission Take (as applicable).
Partner Content	any and all Content of a Partner Supplier uploaded to the Holibob Technology by the Partner or Partner Supplier.
Partner Integration Code	the code developed and used by the Partner to interface with the Holibob API.
Partner Licensee	any entity authorised by the Partner to distribute the Partner’s platform or any other services provided by the Partner.
Partner Payment Gateway	the payment gateway made available by the Partner to enable a Customer to pay for a Booking, including any booking widget provided by a third party booking management system.
Partner Supplier	a Third Party Supplier sourced by the Partner (with whom the Partner has a contractual arrangement) whose Content is uploaded to the Holibob Technology.
Partner Technology System	the technology that is developed and deployed by or on behalf of the Partner for the purpose of marketing, selling and booking its services, including Tours and Experiences, and which shall include the Partner’s booking system which it uses to make bookings of travel services generally, and the Partner Integration Code.
Platform	the infrastructure, cloud computing and/or software platform and runtime environment owned and/or operated by Holibob which supports the Holibob Technology and enables Content to be uploaded and distributed to the Partner as part of the Services.
PTR	the Package Travel and Linked Travel Arrangements Regulations 2018 (implementing the Package Travel Directive (EU) 2015/2302), as amended.
Regulatory Body	those government departments and regulatory, statutory and other entities, committees and bodies which, whether under statute, rules, regulations, codes of practice or otherwise, are entitled to regulate, investigate or influence the matters dealt with in the Agreement or any other affairs of the parties or either of them.
Report	the report in respect of Bookings made through the relevant Service in the previous month, which includes any Transaction Fees, Holibob Commission Take, Holibob Commission Share and Partner Commission Share accruing in such month.
Service Level Agreement	the service level agreement applicable to a Service, as set out at Holibob's Service Level Agreements .
Services	the services selected in the Agreement Details to be provided by Holibob pursuant to the Agreement, being the Holibob Hub and any or all of: (i) the White Label Website Services, (ii) the Marketing Platform Services, (iii) the Holibob API Services, (iv) the Agent Portal Services, (v) the Switch Technology Services, and/or (vi) the Bookable Extranet Services.
Set Up Fee	the fee payable by the Partner to Holibob for setting up a Service, as set out in the Agreement Details.
Specification	the technical and functional Graph QL specification for the Holibob API and Switch Technology, as may be amended from time to time by Holibob.
Subscription Fee	the subscription-based fees payable on a monthly or annual basis as set out in the Agreement Details.
Supplier Commission	the commission paid or payable by a Third Party Supplier to Holibob or Partner in respect of a Booking;
Supplier Price	the price payable to a Third Party Supplier for its Tour and Experience.
Switch Technology	the technology that enables direct connectivity between the Partner and the Partner Suppliers to enable the Partner to access and search the Tours and Experiences of the Partner Suppliers and make Bookings with the Partner Suppliers.
Switch Technology Services	the provision of the Switch Technology, as described in Annex – Switch Technology.
Target Go Live Date	in respect of a Service, the date specified in the Agreement Details from which a Service is scheduled to be available to the Partner in live mode to enable Bookings.
Term	the term of the Agreement being the aggregate of the Minimum Term and the Continuing Term.
Third Party Supplier	a third-party supplier of a Tour and Experience, whether a Holibob Supplier or a Partner Supplier.
Tour and Experience	the transport, accommodation, excursion, meal, facility and service (or any of them in any combination) provided by Third Party Suppliers.
Transaction Fee	the share of Supplier Commission due to Holibob in respect of each Booking as set out in the Agreement Details.
Virus	any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices
Vulnerability	means a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
White Label Website	the website for the promotion and sale by the Partner of the Tours and Experiences and which enables Customers to book Tours and Experiences as further described in the Agreement Details.
White Label Website Services	the development, operation and maintenance of the White Label Website, such services being as described in Annex – White Label Website.

1.1. Clause, schedule and paragraph headings shall not affect the interpretation of the Agreement.

1.2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality)

1.3. The Schedules and Annexes to these General Terms form part of the Agreement and shall have effect as if set out in full in the body of them. Any reference to the Agreement includes the Schedules and Annexes.

1.4. Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.

1.5. The Agreement shall be binding on, and ensure to the benefit of, the parties to the Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.

1.6. A reference to legislation or legislative provision is a reference to it as amended, extended or re-enacted from time to time.

1.7. A reference to writing or written includes email.

1.8. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.9. References to clauses, Schedules and Annexes are to the clauses, Schedules and Annexes of the Agreement and references to paragraphs are to paragraphs of the relevant Schedule or Annex.

Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.