BUSINESS SUPPLIER/VENDOR/PARTNER AGREEMENT
This Business Supplier/Vendor/Partner (“Agreement”) is a legal agreement between:
(1) Book24.ng Book24 Integrated Services Ltd., a private limited company incorporated under the laws of Nigeria, and having its business address at A6 Cherub Mall, KM 18 Lekki-Epe Expressway, Lekki, Lagos, Nigeria. ("Book24.ng", "us", "we" or "our"); and
(2) the organisation or person which has registered for the Service on our Platform (“Supplier”, “Vendor” “ Partner” “you”, “your”), each a "Party" and together the "Parties".
This Agreement sets out the terms and conditions that apply to your use of our Service.
You can apply to become a Supplier by completing the online supplier registration form on our Platform. By completing all necessary fields of the online form and clicking the ‘Submit’ button, you are making an offer to become a Supplier. However, you will only become a Supplier when Book24.ng confirms your registration at which point this Agreement shall come into existence. This Agreement will then continue until it is terminated in accordance with clause 3.
Please note that we do not provide the Service exclusively to you and may provide the same or similar services to any other person.
1. Definitions
1.1 “Effective Date” means the date upon which Book24.ng confirms your application to become a Book24.ng supplier.
1.2 "Platform" means the website and app (including mobile) on which the Service is made available by Book24.ng and which is owned, controlled, managed, maintained and/or hosted in accordance with the TERMS OF USE
1.3 “Reservation” has the meaning given to it in clause 2.2.
1.4 "Service" means the online reservation service (including the facilitation of payments) for business customers of various products and services for business travel as from time to time made available by Suppliers on the Platform.
1.5 "Supplier" means the provider of a Travel Arrangement, or Event.
1.6 “Travel Arrangements” means accommodation (e.g. hotel, motel, apartment, bed & breakfast), transport (e.g. flights, rail and coach travel and transfers) tour operators, insurances, and any other travel or related product or service as from time to time available for reservation by business customers on the Platform.
1.7 “Event” means any form of gathering (e.g. conferences, concerts, sporting events, cultural events, social events, religious events, seminars)
2. This Business Travel and Entertainment Agreement
2.1 Through the Platform, we (Book24.ng and its affiliate (distribution) partners) provide an online platform through which:
(a) Suppliers can advertise Travel Arrangements for reservation and Events Managements for ticketing; and
(b) Suppliers can make reservations of such Travel Arrangements or Events for business purposes.
2.2 As a Supplier, you may submit requests to book Travel Arrangements or buy Event Tickets for business purposes through our Platform. Each such reservation request that you make, and each reservation that is confirmed by us on the Supplier’s behalf (a "Reservation"), is made on and subject to the terms and conditions of this Agreement.
2.3 The Service that we provide to you in respect of each Reservation shall form part of this Agreement and shall not form a separate contract to it.
2.4 Book24.ng may from time to time update and adjust this Agreement, subject to prior communication (e.g. email or system notice) to the Supplier with due observance of a notice period of 15 days. Any updated or adjusted version shall replace and supersede the existing (current) version.
3. Term and termination
3.1 This Agreement shall commence on the Effective Date and shall continue until terminated in accordance with the terms of this clause 3.
3.2 Either Party may terminate this Agreement upon giving 7 days' written notice to the other Party.
3.3 Either Party may terminate this Agreement immediately upon written notice to the other Party if:
(a) the other Party has committed a material breach of its obligations under this Agreement and has failed to cure such material breach within fourteen (14) calendar days of receipt by the other Party of written notice thereof;
(b) the other Party suspends or ceases trading or indicates that it intends to cease trading or becomes unable to pay its debts as they fall due; or
(c) the other Party has a receiver, liquidator or administrator appointed, or passes an effective resolution for its winding up (except for the purpose of amalgamation, reconstruction or reorganisation) or a Court makes an order to that effect or a similar event occurs.
3.4 Termination of this Agreement in accordance with clauses 3.2 and 3.3 shall not affect any confirmed but unfulfilled Reservations which exist at the date of termination, which shall continue to be governed by the terms of this Agreement.
4. Scope of our Service
4.1 Book24.ng does not own, control or operate the Travel Arrangements, Events or the Suppliers.
4.2 By making a reservation through the Platform, you enter into a direct (legally binding) contractual relationship with the Supplier(s) of the Travel Arrangement(s). From the point at which you make your Reservation, we act solely as an intermediary between you and the Supplier, transmitting the details of your Reservation to the relevant Supplier(s) and sending you a confirmation email for and on behalf of the Supplier.
4.3 When rendering our Service, the information that we disclose is based on the information provided to us by Suppliers. As such, the Suppliers are given access to an Control Panel through which they are fully responsible for updating all rates, availability and other information which is displayed on our Platform. Although we will use reasonable skill and care in performing our Service, we will not verify if, and cannot guarantee that, all information is accurate, complete or correct, nor can we be held responsible for any errors (including manifest and typographical errors), any interruptions (whether due to any (temporary and/or partial) breakdown, repair, upgrade or maintenance of our Platform or otherwise), inaccurate, misleading or untrue information or non-delivery of information. Each
Supplier remains responsible at all times for the accuracy, completeness and correctness of the (descriptive) information (including the rates and availability) displayed on our Platform. Our Platform does not constitute and should not be regarded as a recommendation or endorsement of the quality, service level, qualification or (star) rating of any Supplier (or its facilities, venue, products or services) made available.
4.4 Our Service is made available solely for the Supplier to arrange business travel for its own use. Therefore, you are not allowed to re-sell, deep-link, use, copy, monitor (e.g. spider, scrape), display, download or reproduce any content or information, software, reservations, tickets, products or services available on our Platform for any commercial or competitive activity or purpose.
5. Prices, crossed-out rates and Best Price Guarantee
5.1 The prices on our Platform are highly competitive. All room prices are per room for your entire stay and all prices are displayed including VAT/sales tax and all other taxes (subject to change of such taxes), unless stated differently on our Platform or the confirmation email/ticket. Ticket prices are per person or group and subject to validity as indicated on the ticket, if applicable. Applicable fees and taxes (including tourist/city tax) may be charged by the Supplier in the event of a no-show or cancellation fee. Applicable taxes may be charged by the Supplier in the event of a no-show or cancellation fee.
5.2 Sometimes cheaper rates are available on our Platform for a specific stay, product or service, however, these rates made available by Suppliers may carry special restrictions and conditions, for example non-cancellable and non-refundable. Please check the relevant product, service and reservation conditions and details thoroughly for any such conditions prior to making your reservation.
5.3 The crossed-out rate shown for rooms is based on the third highest current price of the Supplier for your product or service with the same booking conditions in a 30-day window around your check-in date (15 days before and 15 days after check-in date; if less than 15 days are between today and the check-in date, we will use the corresponding number of days after the check-in date to result in a 30-day total). To ensure we are making a fair comparison, we always use the same reservation conditions (e.g. meal plan, cancellation policy and room type). This means that you get the same room for a lower price compared to other check-in dates at the same time of year.
5.4 We want you to pay the lowest price possible for your product and service of choice. Should you find your product or service of choice booked through the Platform, with the same reservation conditions, at a lower rate on the Internet after you have made a Reservation through us, we will match the difference between our rate and the lower rate under the terms and conditions of the Best Price Guarantee.
5.5 Obvious errors and mistakes (including misprints) are not binding.
5.6 All special offers and promotions are marked as such.
6. Privacy and personal data protection
6.1 Parties shall use commercially reasonable efforts to safeguard the confidentiality and privacy of any personal data processed in the context of this Agreement and to protect it from unauthorized use or release. Save as otherwise provided in this Agreement, each Party agrees to comply with the applicable (data and ePrivacy) laws, rules and regulations of the Federal Republic of Nigeria and the jurisdiction where such Party
is incorporated (including (if applicable) the General Data Protection Regulation 2016/679 (the “GDPR”) and the Directive on privacy and electronic communications (2002/58/EC), as amended or replaced.
6.2 Each Party shall process personal data under this Agreement as a data controller within the meaning of the GDPR and shall be responsible for its own compliance under applicable data protection law for such processing activities.
6.3 Supplier understands and agrees that Book24.ng shall process any personal data collected and relating to Supplier and/or any persons acting on its behalf in accordance with the Book24.ng privacy statement for business partners, and the Book24.ng privacy statement.
7. Free of charge
7.1 Our service is free of charge because, unlike many other parties, we will not charge you for our Service or add any additional (reservation) fees to the rate.
7.2 Suppliers pay a commission rate of %10 (being a small percentage of the product price (e.g. room price, ticket price)) to Book24.ng after the Travel and Event Arrangement is complete.
8. Debit/Credit card or bank transfer
8.1 If applicable and available, certain Suppliers offer the opportunity for Reservations to be paid (wholly or partly and as required under the payment policy of the Supplier) to the Supplier during the reservation process by means of secure online payment (all to the extent offered and supported by your bank). For certain products and services, Book24.ng facilitates (through third party payment processors) the payment of the relevant Travel and Event Arrangement (i.e. the payment facilitation service) for and on behalf of the Supplier (Book24.ng never acts nor operates as the merchant of record). Payment is safely processed from your credit/debit card or bank account to the bank account of the Supplier through a third party payment processor. Any payment facilitated by us for and on behalf of, and transferred to the Supplier will in each case constitute a payment of (all or part of) the booking price by you of the Travel and Event Arrangement in final settlement of such (full or partial) due and payable price and you cannot reclaim such paid monies.
8.2 For certain (non-refundable) rates or special offers, please note that Suppliers may require that payment is made upfront by wire transfer (if available) or by debit/credit card, and therefore your debit/credit card may be pre-authorised or charged (sometimes without any option for refund) upon making the Reservation. Please check the (Reservation) details of your Travel or Event Arrangement thoroughly for any such conditions prior to making your Reservation. You will not hold Book24.ng liable or responsible for any (authorized, (allegedly) unauthorized or wrong) charge by the Supplier and not (re)claim any amount for any valid or authorized charge by the Supplier (including for pre-paid rates, no-show and chargeable cancellation) of your debit/credit card.
8.3 In the event of debit/credit card fraud or unauthorised use of your debit/credit card by third parties, most banks and debit/credit card companies bear the risk and cover all the charges resulting from such fraud or misuse, which may sometimes be subject to a deductible. In the event that your debit/credit card company or bank charges the deductible from you because of unauthorised transactions resulting from a reservation made on our Platform, we will pay you this deductible, up to an aggregate amount of NGN10,000 (or the equivalent in your local currency). In order to indemnify you, please make sure that you report this fraud to your debit/credit card provider (in accordance with its reporting rules and procedures) and contact us immediately by email (support@book24.ng). Please state 'debit/credit card fraud' in the subject line of your email and provide us with evidence of the charged deductible (e.g. policy of the credit card company). This indemnification only applies to credit card reservations made using Book24.ng's
secure server and the unauthorised use of your debit/credit card resulted through our default or negligence and through no fault of your own while using the secure server.
9. Pre-payment, cancellation, no-show and fine print
9.1 By making a Reservation with a Supplier, you accept and agree to the relevant cancellation and no-show policy of that Supplier, and to any additional (delivery or other) terms and conditions of the Supplier that may apply to your trip, visit or stay (including the fine print of the Supplier made available on our Platform and the relevant house rules of the Supplier), including for services rendered and/or products offered by the Supplier (the delivery terms and conditions of a Supplier can be obtained with the relevant Supplier). The general cancellation and no-show policy of each Supplier is made available on our Platform on the Supplier information pages, during the reservation procedure and in the confirmation email or ticket (if applicable). Please note that certain rates or special offers are not eligible for cancellation or change. Applicable city/tourist tax may still be charged by the Supplier in the event of a no-show or charged cancellation. Please check the (Reservation) details of your Travel or Event Arrangement thoroughly for any such conditions prior to making your Reservation. Please note that a Reservation which requires down payment or (wholly or partly) prepayment may be cancelled (without a prior notice of default or warning) insofar the relevant (remaining) amount(s) cannot be collected in full on the relevant payment date in accordance with the relevant payment policy of the Supplier and the Reservation. Cancellation and prepayment policies may vary according to room or booking type. Please carefully read the fine print (below the room types or at the bottom of each Supplier page on our Platform) and important information in your Reservation confirmation for additional policies as may be applied by the Supplier (e.g. in respect of age requirement, security deposit, non-cancellation/additional supplements for group bookings, extra beds/no free breakfast, pets/cards accepted). Late payment, wrong bank, debit or credit card details, invalid credit/debit cards or insufficient funds are for your own risk and account and you shall not be entitled to any refund of any (non-refundable) prepaid amount unless the Supplier agrees or allows otherwise under its (pre)payment and cancellation policy.
9.2 If you wish to review, adjust or cancel your Reservation, please revert to the confirmation email and follow the instructions therein. Please note that you may be charged for your cancellation in accordance with the Supplier's cancellation, (pre)payment and no-show policy or not be entitled to any repayment of any (pre)paid amount. We recommend that you read the cancellation, (pre)payment and no-show policy of the Supplier carefully prior to making your Reservation and remember to make further payments on time as may be required for the relevant Reservation.
9.3 If you have a late or delayed arrival on the check-in date or only arrive the next day, make sure to (timely/promptly) communicate this with the Supplier so they know when to expect you to avoid cancellation of your Reservation or room or charge of the no-show fee. Our customer service department can help you if needed with informing the Supplier. Book24.ng does not accept any liability or responsibility for the consequences of your delayed arrival or any cancellation or charged no-show fee by the Supplier.
10. (Further) correspondence and communication
10.1 By completing a Reservation, you agree to receive (i) an email which we may send you shortly prior to your arrival or commencement date, giving you information on your destination and providing you with certain information and offers (including third party offers to the extent that you have actively opted in for this information) relevant to your Reservation and destination, and (ii) an email which we may send to you promptly after your stay inviting you to complete our review form. Please see our privacy and cookies policy for more information about how we may contact you.
10.2 Book24.ng disclaims any liability or responsibility for any communication with the Supplier on or through its Platform. You cannot derive any rights from any request to, or communication with the
Supplier or (any form of) acknowledgement of receipt of any communication or request. Book24.ng cannot guarantee that any request or communication will be (duly and timely) received/read by, complied with, executed or accepted by the Supplier.
10.3 In order to duly complete and secure your Reservation, you need to use your correct email address. We are not responsible or liable for (and have no obligation to verify) any wrong or misspelled email address or inaccurate or wrong (mobile) phone number or debit/credit card number.
10.4 Any claim or complaint against Book24.ng or in respect of the Service must be promptly submitted, but in any event within 30 days after the scheduled end date of the Travel or Event Arrangement (e.g. check out date or arrival at destination date in respect of flight bookings, event date). Any claim or complaint that is submitted after the 30 days period, may be rejected and the claimant shall forfeit its right to any (damage or cost) compensation.
10.5 Due to the continuous update and adjustments of rates and availability, we strongly suggest that you make screenshots when making a Reservation to support your position (if needed).
11. Disclaimer
11.1 Subject to the limitations set out in this Agreement and to the extent permitted by law, we shall only be liable for direct damages actually suffered, paid or incurred by you due to an attributable shortcoming of our obligations in respect to our Service, up to an aggregate amount of the aggregate cost of your Reservations confirmed and paid for during the 12 months prior to your claim arising as set out in your confirmation emails (whether for one event or a series of connected events).
12.2 However and to the extent permitted by law, neither we nor any of our officers, directors, employees, representatives, subsidiaries, affiliated companies, distributors, affiliate (distribution) partners, licensees, agents or others involved in creating, sponsoring, promoting, or otherwise making available the Platform and its contents shall be liable for (i) any punitive, special, indirect or consequential loss or damages, any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim, (ii) any inaccuracy relating to the (descriptive) information (including rates, availability and ratings) of the Supplier as made available on our Platform, (iii) the services rendered or the products offered by the Supplier or other business partners, (iv) any (direct, indirect, consequential or punitive) damages, losses or costs suffered, incurred or paid by you, pursuant to, arising out of or in connection with the use, inability to use or delay of our Platform, or (v) any (personal) injury, death, property damage, or other (direct, indirect, special, consequential or punitive) damages, losses or costs suffered, incurred or paid by you, whether due to (legal) acts, errors, breaches, (gross) negligence, wilful misconduct, omissions, non-performance, misrepresentations, tort or strict liability by or (wholly or partly) attributable to the Supplier or any of our other business partners (including any of their employees, directors, officers, agents, representatives or affiliated companies) whose products or service are (directly or indirectly) made available, offered or promoted on or through the Platform, including any (partial) cancellation, overbooking, strike, force majeure or any other event beyond our control.
12.3 Whether or not the Supplier has charged you for your Travel or Event Arrangement, or if we are facilitating the payment of the price, you agree and acknowledge that the Supplier is at all times responsible for the collection, withholding, remittance and payment of the applicable taxes due on the total amount of the price to the relevant tax authorities. Book24.ng is not liable or responsible for the remittance, collection, withholding or payment of the relevant taxes due on the price to the relevant tax authorities. Book24.ng does not act as the merchant of record for any product or service made available on the Platform.
12.4 By uploading photos/images onto our system (for instance in addition to a review) you certify, warrant and agree that you own the copyright to the photos/images and that you agree that Book24.ng may use the uploaded photos/images on its (mobile) website and app, and in (online/offline) promotional materials and publications and as Book24.ng at its discretion sees fit. You are granting Book24.ng a non-exclusive, worldwide, irrevocable, unconditional, perpetual right and license to use, reproduce, display, have reproduced, distribute, sublicense, communicate and make available the photos/images as Book24.ng at its discretion sees fit. By uploading these photos/images the person uploading the picture(s) accepts full legal and moral responsibility of any and all legal claims that are made by any third parties (including, but not limited to, accommodation owners) due to Book24.ng publishing and using these photos/images. Book24.ng does not own or endorse the photos/images that are uploaded. The truthfulness, validity and right to use of all photos/images is assumed by the person who uploaded the photo, and is not the responsibility of Book24.ng. Book24.ng disclaims all responsibility and liability for the pictures posted. The person who uploaded the photo warrants that the photos/images shall not contain any viruses, Trojan horses or infected files and shall not contain any pornographic, illegal, obscene, insulting, objectionable or inappropriate material and does not infringe any third party (intellectual property right, copyright or privacy) rights. Any photo/image that does not meet the aforesaid criteria will not be posted and/or can be removed/deleted by Book24.ng at any time and without prior notice.
12. Intellectual property rights
13.1 Unless stated otherwise, the software required for our Service or available at or used by our Platform and the intellectual property rights (including the copyrights) of the contents and information of and material on our Platform are owned by Book24.ng (Book24 Integrated Services Ltd), its suppliers or providers.
13.2 Book24.ng exclusively retains ownership of all rights, title and interest in and to (all intellectual property rights of) (the look and feel (including infrastructure) of) the Platform on which the service
is made available (including the guest reviews and translated content) and you are not entitled to copy, scrape, (hyper-/deep)link to, publish, promote, market, integrate, utilize, combine or otherwise use the content (including any translations thereof and the guest reviews) or our brand without our express written permission. To the extent that you would (wholly or partly) use or combine our (translated) content (including guest reviews) or would otherwise own any intellectual property rights in the Platform or any (translated) content or guest reviews, you hereby assign, transfer and set over all such intellectual property rights to Book24.ng. Any unlawful use or any of the aforementioned actions or behaviour will constitute a material infringement of our intellectual property rights (including copyright and database right).
13. Travel Regulations
14.1 Book24.ng and the Supplier agree that this Agreement is a "General Agreement", as this term is defined in Article 2(2)(c) of the EU Package Travel Directive 2015/2302 (as transposed by each Member State and as may be amended from time to time) and Regulation 10(3) of The Civil Aviation (Air Travel Organisers’ Licensing Regulations 2012 (collectively, the "Travel Regulations"). As such, the Parties agree that the Travel Regulations shall not apply to any Reservations made under the terms of this Agreement.
14. Miscellaneous
15.1 To the extent permitted by law, this Agreement and the provision of our Service shall be governed by and construed in accordance with the Nigerian law and any dispute arising out of this Agreement and our Service shall exclusively be submitted to the competent courts in Nigeria.
15.2 The original English version of this Agreement may have been translated into other languages. The translated version is a courtesy and office translation only and you cannot derive any rights from the translated version. In the event of a dispute about the contents or interpretation of this Agreement or inconsistency or discrepancy between the English version and any other language version of this Agreement, the English language version to the extent permitted by law shall apply, prevail and be conclusive. The English version is available on our Platform (by selecting the English language) or shall be sent to you upon your written request.
15.3 If any provision of this Agreement is or becomes invalid, unenforceable or non-binding, you shall remain bound by all other provisions hereof. In such event, such invalid provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and you will at least agree to accept a similar effect as the invalid, unenforceable or non-binding provision, given the contents and purpose of this Agreement.
15. About Book24.ng and the support companies
16.1 The online reservation service is rendered by Book24.ng (Book24 Integrated Services Ltd), which is a private limited company, incorporated under the Corporate Affairs Commission of Nigeria under registration number RC – 1781838, and having its operating office at A6 Cherub Mall, KM 18 Lekki-Epe Expressway, Lekki, Lagos, Nigeria, and registered with the National Association Of Nigeria Travel Agencies.
16.2 Book24.ng has its headquarters in Lagos, Nigeria. Book24.ng does not accept nor assume any domicile at any place, location or office in Nigeria or in the world other than its registered office in Lagos, Nigeria.
