Terms & Conditions

1. Parties, Scope and Acceptance

1.1 These Terms and Conditions (“Terms”) govern all access to and use of the secured agent portal and the related interfaces operated by GLDS Hospitality Solutions GmbH, Frd.-Naumann-Str. 43, 72762 Reutlingen, Germany, registered with the District Court of Stuttgart under HRB 741329, represented by its Managing Director Timo Schulze (“GLDS”), together with all Bookings, payments and settlements transacted through it.

1.2 Contact: support@bookglds.com

1.3 These Terms apply exclusively between GLDS and professional travel agencies acting in the course of their trade or profession (“Agency”). The platform is not available to consumers within the meaning of § 13 German Civil Code (BGB). By registering, accessing the platform or confirming a Booking, the Agency warrants that it is an authorised professional travel agency and accepts these Terms.

1.4 These Terms do not form part of any contract between the Agency and its Traveller and shall not be presented to the Traveller as the Traveller’s contractual terms. The Agency provides its own customer terms and all legally required information to its Travellers.

1.5 The Agency’s own general terms and conditions do not apply, even where GLDS does not expressly object to them and performs without reservation.

1.6 Individual agreements between GLDS and the Agency in text form take precedence over these Terms.

2. Definitions

“Accommodation Provider” — the hotel, rental agency, owner or other provider that physically provides the accommodation and whose name is shown with the Booking.

“Booking” — a reservation of accommodation or related services confirmed through the platform.

“Booking Amount” — the total amount for a Booking as displayed on the platform at the time of Booking.

“Booking Fixation” — the moment at which the Booking is confirmed and the Booking Amount becomes chargeable.

“Cardholder” — the natural or legal person to whom the payment card used for a Booking was issued.

“Charge Date” — the date on which the Booking Amount is charged under Section 9.2.

“Commissionable Amount” — the part of the Booking Amount that is finally retained under Section 8.5.

“Intermediated Booking” — a Booking designated on the platform and in the confirmation as “Direct Hotel Contract”, in respect of which GLDS acts in the name and on behalf of the Hotel (Section 6).

“Hotel” — in an Intermediated Booking, the Accommodation Provider on whose behalf GLDS acts.

“Package Rate” — a rate designated on the platform as available only for sale as a component of a package combined with other travel services.

“Principal Booking” — any Booking that is not an Intermediated Booking, in respect of which GLDS supplies the accommodation to the Agency in its own name (Section 5).

“Settlement Statement” — the statement issued by GLDS under Section 8.8.

“Supplier” — any accommodation provider, wholesaler or other distribution partner from which GLDS sources accommodation for a Principal Booking.

“Supplier Conditions” — the booking, payment, deposit, cancellation, arrival, departure, complaint, capacity and house rules of the Accommodation Provider or Supplier displayed with the Booking.

“Travel Agency Commission” — the commission displayed to the Agency on the platform before Booking, as a percentage of or an amount relating to the Booking Amount, which constitutes a price reduction (Sections 5.3 and 6.3).

“Traveller” — the guest or end customer for whom the Agency makes a Booking.

3. Eligibility, Access, Authorised Users and Account Security

3.1 Access is granted only to travel agencies that have been verified and approved by GLDS. GLDS is not obliged to grant access and may decline an application without stating reasons.

3.2 GLDS may at any time request evidence of the Agency’s registration, licences, beneficial ownership, VAT registration and bank details, and may make access conditional on such evidence.

3.3 The Agency may designate employees as authorised users. The Agency ensures that each authorised user is bound by these Terms, holds individual credentials and is removed without undue delay when no longer authorised. Bookings made by an authorised user bind the Agency.

3.4 Access credentials are personal, confidential and non-transferable. The Agency is responsible for safeguarding them and is liable for all activity carried out under its credentials, including activity by employees, sub-agents and third parties, unless the Agency proves that it is not responsible for the misuse.

3.5 The Agency notifies GLDS without undue delay of any suspected compromise of its credentials.

3.6 The public website does not permit bookings or payments. All transactions take place exclusively within the secured agent area or through authorised interfaces.

3.7 GLDS may suspend or withdraw access in the cases set out in Section 27.

4. Booking Types and Role of GLDS

4.1 GLDS operates a business-to-business platform for the booking of accommodation and provides technology, distribution, booking and settlement services.

4.2 Each Booking is designated on the platform and in the confirmation either as Principal Booking or as Intermediated Booking. A Booking not designated as Intermediated Booking is a Principal Booking.

4.3 GLDS does not operate accommodation itself. The accommodation is physically provided by the Accommodation Provider named with the Booking.

4.4 GLDS gives no guarantee, warranty or assurance as to the quality, standard, classification or equipment of any accommodation beyond what is expressly stated in the Booking.

4.5 GLDS does not intend to act, and does not hold itself out, as organiser of package travel or as facilitator of linked travel arrangements within the meaning of §§ 651a et seq. BGB and Directive (EU) 2015/2302. Mandatory statutory provisions remain unaffected.

4.6 The Agency is not an agent, representative, employee, partner or joint venturer of GLDS and has no authority to make representations or assume obligations on behalf of GLDS, a Supplier or an Accommodation Provider.

5. Principal Bookings

5.1 In a Principal Booking, GLDS sources the accommodation from Suppliers and supplies it to the Agency in its own name. The contract for the Principal Booking is concluded between GLDS and the Agency.

5.2 The Agency purchases the accommodation in its own name and resells or provides it to its Traveller in its own name and under its own responsibility. The Traveller is named as guest. Where the Supplier Conditions require the Traveller to sign a rental agreement, registration form or similar document with the Accommodation Provider, the Agency ensures that this is done in time.

5.3 The price payable by the Agency is the Booking Amount less the Travel Agency Commission. The Travel Agency Commission is a price reduction granted by GLDS.

5.4 GLDS’s performance obligation consists in procuring that the Accommodation Provider makes the accommodation available in accordance with the Booking and the Supplier Conditions. Suppliers and Accommodation Providers are independent businesses.

5.5 Where the Traveller pays the Booking Amount through the GLDS payment infrastructure, the payment is made in discharge of the Agency’s payment obligation towards GLDS. The amount exceeding the price payable by the Agency, being the Travel Agency Commission, is paid out to the Agency under Section 8.6.

5.6 GLDS invoices the Agency for each Principal Booking under the special scheme for travel agents (§ 25 UStG). The invoice does not show VAT separately and bears the note “Sonderregelung für Reisebüros”.

6. Intermediated Bookings

6.1 In an Intermediated Booking, GLDS acts exclusively in the name and on behalf of the Hotel when making its rates available, confirming the Booking, issuing Booking documents and collecting the Booking Amount. The Agency books in its own name for its Traveller. The accommodation contract is concluded between the Hotel and the Agency; GLDS is not a party to it.

6.2 GLDS has been authorised by the Hotel to collect the Booking Amount on its behalf (Inkassovollmacht). Payment to GLDS discharges the payment obligation towards the Hotel, provided the funds are irrevocably credited and not subsequently reversed. Amounts collected are held and forwarded for the account of the Hotel; GLDS retains only its own remuneration from the Hotel.

6.3 The price payable by the Agency to the Hotel is the Booking Amount less the Travel Agency Commission, which is a price reduction granted by the Hotel and paid out by GLDS for the Hotel’s account.

6.4 Booking documents and invoices for the accommodation are issued by the Hotel or by GLDS expressly in the name and on behalf of the Hotel, addressed to the Agency and stating the Traveller as guest.

6.5 The Hotel is responsible for the accommodation, its facilities, room category, availability, service delivery, local charges and taxes, check-in requirements and fulfilment of the accommodation service. GLDS does not owe the accommodation service in an Intermediated Booking.

7. Bookings, Supplier Conditions and Pricing Errors

7.1 All Bookings are subject to availability and to confirmation at the time of Booking.

7.2 Rates, inclusions and conditions displayed on the platform constitute an invitation to book, not a binding offer, until confirmed.

7.3 A Booking is binding once GLDS has issued a confirmation number and, where the Charge Date is at Booking Fixation, the payment has been successfully processed.

7.4 The Agency verifies all Booking details, including dates, guest names, rate, board basis, room type, occupancy and cancellation conditions, before confirming. Name changes, corrections and amendments after confirmation are subject to the Supplier Conditions and may incur charges.

7.5 GLDS is not liable for consequences arising from incorrect, incomplete or ambiguous Booking data supplied by the Agency.

7.6 Booking confirmations, invoices, statements and supporting documentation are made available electronically via the platform. The Agency is responsible for retrieving them and for forwarding the relevant information to its Traveller.

7.7 Obvious errors, including manifest rate errors, currency errors, display errors and transmission errors, are not binding. GLDS may correct or cancel affected Bookings; the Agency is notified without undue delay and any amount already collected is refunded.

7.8 The Supplier Conditions form part of each Booking and prevail over these Terms as regards the accommodation service, including payment, security deposits, cancellation, arrival and departure, complaints, capacity, house rules and local taxes. The Agency communicates them to its Traveller before confirming and ensures that the Traveller complies with them.

7.9 The Agency provides all Traveller information required by the Supplier Conditions, such as names, rooming lists and identity documents, within the deadlines stated there. Consequences of missing or late information are borne by the Agency.

7.10 By submitting a Booking, the Agency confirms that it is entitled to name the Traveller as guest and to transmit the Traveller’s data for the purposes of the Booking.

7.11 Descriptions, images, amenities, classifications and conditions are supplied by Suppliers or Accommodation Providers. GLDS displays them with reasonable care but does not adopt them as its own statements.

8. Travel Agency Commission, Invoices and Payout

8.1 GLDS determines the Travel Agency Commission displayed on the platform. The applicable commission is shown in the live search before Booking and is fixed for that Booking at the time of confirmation.

8.2 The Agency may charge its Traveller its own service fees or mark-ups in its own name. Such amounts are not part of the Booking Amount and are not collected through the GLDS payment infrastructure unless GLDS agrees otherwise in text form.

8.3 The Travel Agency Commission is calculated on the Commissionable Amount, including taxes, fees and charges comprised in the Booking Amount, without deduction of processing costs, currency charges or other costs.

8.4 All commission percentages and commission amounts displayed by GLDS are inclusive of any VAT, sales tax or similar indirect tax that may be applicable. No VAT or other indirect tax may be added on top of the displayed commission unless expressly agreed by GLDS in writing. Example: a Booking Amount of EUR 10,000 and a displayed commission of 10 % result in a maximum payout of EUR 1,000 in total.

8.5 The Travel Agency Commission is earned only on the Commissionable Amount, as follows:

1. Completed stay: earned on the Booking Amount once the stay has been completed and the payment is final and no longer subject to reversal.
2. Cancellation within the free cancellation period: not earned.
3. Cancellation subject to a cancellation charge: earned on the cancellation charge actually retained, where the rate conditions designate it as commissionable.
4. No-show: earned only on the amount retained and designated as commissionable.
5. Early departure: earned on the amount finally retained after any refund.
6. Partial refund, before or after the stay: reduced proportionally to the refunded part.
7. Chargeback: suspended while disputed; not earned to the extent the chargeback succeeds.
8. Fraudulent payment: not earned.
9. Adjustments by Suppliers or Hotels, including rate corrections, goodwill and compensation: adjusted to the final amount retained.

8.6 The Travel Agency Commission for all Bookings with check-out in a calendar month is paid out on the fifth (5th) calendar day of the following month, provided the Booking Amount has been received by GLDS, is final and is not subject to an open dispute. If the fifth day is not a business day in Germany, payout is made on the next business day. GLDS may apply a minimum payout threshold of EUR 250; amounts below the threshold are carried forward. Amounts withheld under Sections 8.7, 8.9, 9.8 or 13 are paid out on the next payout date after release.

8.7 Where a Booking Amount is refunded, reduced, reversed or charged back after payout, GLDS corrects the Settlement Statement and may set off the excess commission against future payouts or claim repayment within fourteen (14) days of notice.

8.8 GLDS issues a Settlement Statement with each payout, showing for each Booking the Booking Amount, the Travel Agency Commission as a price reduction and the amount paid out. The Settlement Statement is not an invoice or self-billing document. The Agency informs GLDS in text form of any error within fourteen (14) days of receipt; absent objection within this period, the Settlement Statement is deemed approved. GLDS draws attention to this consequence in each statement.

8.9 GLDS may set off, withhold or deduct from any payout any amount owed by the Agency to GLDS under these Terms, including reversed payments, chargebacks, recovery claims, fees, penalties and costs.

8.10 Payouts are made in the currency specified in the Agency’s profile to the bank account designated there. Foreign-exchange differences and charges levied by the Agency’s own bank or by intermediary banks are borne by the Agency.

8.11 The Agency is solely responsible for the accounting and taxation of its sales to its Traveller in accordance with the law applicable to it.

9. Payment and Charge Date

9.1 Unless agreed otherwise in text form, the Booking Amount is payable by credit card (Visa, MasterCard, American Express) or by other payment methods displayed on the platform. Payment may be made by the Agency or by the Traveller through the GLDS payment infrastructure.

9.2 The Charge Date is displayed for each Booking before confirmation. For non-refundable and advance-purchase rates and for Bookings made within a period in which cancellation charges already apply, the Charge Date is at Booking Fixation. For all other Bookings, the Charge Date may be up to five (5) days before the date on which cancellation charges first apply under the Supplier Conditions. By confirming a Booking, the Agency authorises the debit of the designated card for the full Booking Amount on the Charge Date. Processing depends on banking and payment-provider cycles; GLDS does not guarantee that the charge is processed exactly on the Charge Date.

9.3 If the Booking Amount has not been received in full by the Charge Date, GLDS may cancel the Booking at any time from one (1) day before cancellation charges first apply. The Agency bears any cancellation charges resulting from late payment and has no claim arising from such cancellation.

9.4 All card transactions are processed through PCI-DSS-compliant payment service providers.

9.5 Displayed prices include transaction and foreign-exchange fees charged by the payment service providers unless indicated otherwise. Taxes and local charges are governed by Section 15.

9.6 A Booking is deemed paid only once the funds have been irrevocably credited and are no longer subject to reversal, recall, cancellation or dispute.

9.7 In a Principal Booking, the Agency is the debtor of the Booking Amount. A payment by the Traveller or any other third party discharges the Agency’s debt only once it is final. If such payment fails, is declined after Booking Fixation, reversed, recalled or withdrawn for any reason, the Agency owes the outstanding amount within seven (7) calendar days of demand in text form, irrespective of any claim it may have against its Traveller or the Cardholder.

9.8 In an Intermediated Booking, if a payment made with a card or account of the Agency fails or is reversed, the Agency owes the outstanding amount within seven (7) calendar days of demand in text form. If a payment made by a Traveller or third-party Cardholder fails or is reversed, the Agency owes the outstanding amount to the extent the failure or reversal results from circumstances within the Agency’s sphere of responsibility, in particular a breach of Section 10, incorrect Booking data, missing information to the Traveller or failure to cooperate under Section 13.4. The Agency bears the burden of proof that the failure or reversal does not result from its sphere of responsibility.

9.9 In the event of default, GLDS is entitled to default interest at nine (9) percentage points above the base rate pursuant to § 288 (2) BGB and to the lump sum under § 288 (5) BGB, without prejudice to any further damage. GLDS may suspend platform access and withhold pending payouts and refunds until all outstanding amounts have been settled.

9.10 The Agency may set off only claims that are undisputed or have been finally established by a court of competent jurisdiction, and may exercise a right of retention only in respect of claims arising from the same contractual relationship.

9.11 Prices are displayed in the currency shown in the search. Where the Booking Amount is charged in a currency different from the card currency, conversion is carried out by the payment service provider or card issuer at their rates. Where GLDS offers conversion itself, the rate and any mark-up are displayed before confirmation.

9.12 Security deposits, tourist taxes and on-site charges required under the Supplier Conditions are collected or blocked by the Accommodation Provider directly from the Traveller, unless stated otherwise on the platform. GLDS is not a party to the handling of security deposits.

10. Payments by Traveller or Third-Party Card

10.1 This Section applies where a Booking is paid with a payment card not issued to the Agency.

10.2 By submitting such a card, the Agency warrants that it has:

1. verified the identity of the Cardholder and their authority to use the card;
2. verified, with reasonable care, that the card has sufficient credit for the full Booking Amount;
3. obtained the Cardholder’s documented, verifiable authorisation covering the exact amount to be charged, the Charge Date, the merchant descriptor under which the charge will appear, and the applicable cancellation and non-refundability conditions; and
4. informed the Cardholder that the charge is processed by GLDS.

10.3 The Agency retains the supporting documentation, including the signed card authorisation form, proof of identity and relevant correspondence, for at least twenty-four (24) months and provides it to GLDS on first request within three (3) business days.

10.4 In an Intermediated Booking, the Agency is liable for the Booking Amount together with associated fees and costs where a warranty under 10.2 proves incorrect, where the documentation under 10.3 is not provided within the stated period, or where a chargeback succeeds on grounds that the documentation under 10.2 (3) would have rebutted. In a Principal Booking, Section 9.7 applies.

10.5 The Agency transmits card data exclusively through the channels designated by GLDS, does not store full card numbers or security codes in unsecured form, and complies with the applicable PCI DSS requirements.

10.6 The Agency indemnifies GLDS against claims, losses, fines and costs arising from unauthorised, disputed or fraudulent use of a card submitted by the Agency.

10.7 In a Principal Booking the card statement descriptor identifies GLDS; in an Intermediated Booking it identifies GLDS as collecting on behalf of the Hotel. The Agency informs the Cardholder of this in advance.

11. Cancellations, Amendments and Refunds

11.1 Cancellations and amendments are governed by the Supplier Conditions displayed at the time of Booking. Bookings designated “Non-Refundable”, and any Booking cancelled after the applicable deadline, are non-refundable.

11.2 Valid cancellations and amendments must be submitted exclusively through the platform. GLDS forwards them to the Supplier or Hotel in the form required by the Supplier Conditions. A cancellation is effective at the time GLDS receives it through the platform; a cancellation received less than twenty-four (24) hours before a change in cancellation charges is treated as received after that change.

11.3 Cancellations or amendments communicated by the Agency or the Traveller directly to the Accommodation Provider are not valid vis-à-vis GLDS. Any charges levied on GLDS as a result are borne by the Agency.

11.4 Where a refund is due, it is processed to the original payment method within fourteen (14) business days after GLDS has received the corresponding refund or confirmation from the Supplier or Hotel. For card-scheme compliance reasons, refunds can be issued only to the card originally charged.

11.5 GLDS may withhold a refund where the cancellation conditions were not met, where the Booking was non-refundable, where fraud is suspected, or where amounts are outstanding from the Agency. No-shows, late arrivals, early departures and unused services are non-refundable unless the Supplier Conditions provide otherwise.

11.6 Where the Booking Amount has already been charged at the time a cancellation is received, including where the Charge Date under 9.2 falls before expiry of the free cancellation period, GLDS may deduct from the refund the processing costs actually incurred and not refunded by the payment service provider, up to a maximum of three percent (3 %) of the refunded amount. GLDS shows these costs in the refund statement. The Agency may prove that lower costs were incurred.

12. Performance, Changes and Complaints in Principal Bookings

12.1 If a Supplier or Accommodation Provider cancels or materially changes a confirmed Principal Booking before arrival, GLDS offers alternative accommodation of the same or a higher category where available. If no alternative is available or the Agency does not accept it within the period set by GLDS, GLDS refunds the Booking Amount paid. Subject to Section 25.3, this constitutes the Agency’s exclusive remedy for such cancellation or change.

12.2 The Traveller must report any defect immediately to the Accommodation Provider on site so that it can be remedied during the stay. The Agency notifies GLDS in text form without undue delay, and in any event within the period stated in the Supplier Conditions and no later than fourteen (14) days after check-out. Claims not notified in time cannot be asserted against GLDS to the extent the Supplier rejects them for late notification.

12.3 GLDS supports the Agency in pursuing complaints with the Supplier and passes on any refund or compensation actually received. At the Agency’s request, GLDS assigns to the Agency its claims against the Supplier in respect of the affected Booking.

12.4 The Accommodation Provider may refuse or terminate the accommodation of a Traveller in cases of misconduct, danger to others, damage to property or breach of house rules, without any right to refund or compensation. The Agency is liable towards GLDS for damage caused by its Travellers.

13. Refund Claims and Chargebacks

13.1 All refund, reimbursement, cancellation and reversal claims relating to a Booking, whether raised by the Agency, the Traveller or the Cardholder, must be submitted exclusively through the platform or in text form to GLDS. GLDS is the sole party entitled to execute a refund or payment reversal in respect of a Booking made through the platform.

13.2 Where a cancellation or amendment is sought outside the applicable conditions, the Agency submits the request to GLDS in text form. GLDS forwards it to the Supplier or Hotel and informs the Agency of the outcome. No refund may be executed, promised or represented to the Traveller before GLDS has confirmed it in text form.

13.3 Initiating, instructing, encouraging or facilitating a chargeback, payment dispute or reversal with the card issuer, acquirer or any payment service provider without prior agreement with GLDS in text form constitutes a material breach of these Terms. This applies equally where the chargeback is initiated by the Traveller or the Cardholder and the Agency has failed to take reasonable steps to prevent it or to notify GLDS without undue delay.

13.4 The Agency supports GLDS in defending any chargeback and provides all requested evidence, including the Cardholder authorisation, correspondence, vouchers and Booking documentation, within three (3) business days of request. In a Principal Booking, the Agency remains liable for the Booking Amount under Section 9.7. In an Intermediated Booking, where the Agency culpably fails to cooperate, it is liable for the disputed amount to the extent the chargeback succeeds, unless it proves that the dispute would have been lost even with its cooperation.

13.5 In the event of a breach of 13.3, GLDS is entitled to:

1. suspend platform access with immediate effect and exclude the Agency from the GLDS network;
2. recover the disputed amount in full, together with scheme fees, acquirer fees, representment costs and costs of legal enforcement;
3. charge an administrative fee of EUR 500 per case, the Agency being free to demonstrate that no damage or a substantially lower damage was incurred;
4. require advance payment or a security deposit as a condition of continued access; and
5. pursue all further legal remedies available to it.

13.6 GLDS may set off any outstanding balance arising under this Section against payouts owed to the Agency, whether in respect of the affected Booking or any other Booking.

13.7 This Section governs the relationship between GLDS and the Agency only. Statutory rights and card-scheme rights of a Cardholder vis-à-vis their issuing bank remain unaffected.

14. Fraud Prevention

14.1 GLDS and its payment service providers may apply fraud screening, strong customer authentication, velocity checks and manual review, and may decline, hold or cancel a Booking where there are reasonable indications of fraud. GLDS informs the Agency without undue delay unless prohibited by law.

14.2 The Agency notifies GLDS without undue delay of any indication that a Booking, card or Traveller identity may be fraudulent.

15. Taxes

15.1 Depending on the location and the Supplier Conditions, displayed prices may or may not include local taxes. Tourist taxes, resort fees, service charges and similar levies are payable by the Traveller at the property unless expressly stated otherwise on the platform. The Agency informs its Traveller of any charges payable locally.

15.2 Each party remains responsible for its own corporate income tax, VAT, GST, sales tax and other tax obligations.

15.3 Principal Bookings are supplied under the special scheme for travel agents (§ 25 UStG). GLDS does not show VAT separately on its invoices, and the Agency is not entitled to deduct input VAT in respect of them. The Agency is responsible for the tax treatment of its own supply to its Traveller.

15.4 In Intermediated Bookings, the tax treatment of the accommodation follows the invoice issued by or on behalf of the Hotel.

15.5 The Agency provides and keeps current accurate information on its tax residence, VAT registration status and VAT identification number, and notifies GLDS of any change without undue delay.

15.6 Displayed commissions are inclusive of applicable VAT or comparable indirect taxes. The Agency may not gross up the displayed commission for VAT unless GLDS expressly agrees otherwise in text form.

15.7 If incorrect information supplied by the Agency causes incorrect tax treatment, the Agency cooperates in correcting the relevant documents.

15.8 The Agency indemnifies GLDS against taxes, interest and penalties imposed on GLDS to the extent they result from objectively incorrect or not updated information supplied by the Agency under 15.5. The indemnity does not apply where GLDS knew of the incorrectness or where the loss results from GLDS’s own tax assessment.

16. Obligations of the Agency and Relationship with its Traveller

16.1 The Agency ensures that its Travellers are fully and accurately informed of the Supplier Conditions, the cancellation conditions, non-refundability, security deposits and any taxes or fees payable locally.

16.2 The Agency acts towards its Traveller in its own name and responsibility and is solely responsible for its own customer terms, statutory information duties, price information towards the Traveller, advisory duties, its own service fees and mark-ups, its own tax obligations, consumer protection and data protection in its customer relationship.

16.3 The Agency ensures that its Travellers hold all documents required for the trip, including valid passports and, where required, visas, also for children.

16.4 GLDS is not liable for statements, promises or additional services of the Agency towards its Traveller.

16.5 The Agency shall not present GLDS as provider of the accommodation towards its Traveller, as tour operator or as insurer, and shall not make any statement about GLDS, a Supplier or an Accommodation Provider that is inaccurate or misleading.

16.6 The Agency shall not circumvent the platform by contacting an Accommodation Provider directly in order to modify, re-negotiate, re-price, cancel or replicate a Booking made through GLDS. Direct operational contact regarding an existing Booking, such as arrival times, special requests and guest preferences, is permitted.

16.7 The Agency uses the platform only for genuine Bookings and does not create speculative, test, duplicate or blocking reservations. GLDS may cancel Bookings that appear intended only to hold availability.

16.8 The Agency complies with all laws applicable to it, including licensing, consumer protection, anti-money-laundering and data-protection requirements.

16.9 Sub-agents and affiliates may be used only with the prior consent of GLDS in text form. The Agency remains fully liable for their conduct.

17. Distribution Restrictions and Package Rates

17.1 Rates and availability obtained through the platform may be offered only through channels that are not accessible to the general public and do not permit direct online bookings by consumers. They shall not be displayed or distributed through public websites, online travel agencies, metasearch or rate-comparison services, opaque, flash-sale, group-buying or daily-deal sites, loyalty or points-redemption programmes, social-commerce channels, or through third parties that do so.

17.2 Package Rates may be sold only as a component of a package combined with other travel services. The price of the accommodation component shall not be itemised for, disclosed to or discernible by the Traveller at any time, including in billing documents, and the Agency shall not provide functionality allowing the package to be split into its components.

17.3 Upon identifying or being notified of a violation of 17.1 or 17.2, the Agency suspends the channel concerned within twenty-four (24) hours. GLDS may suspend the Agency’s access to affected rates immediately. If the violation is not resolved within two (2) days of notification, GLDS may treat it as a material breach.

17.4 The Agency reimburses GLDS for all rate adjustments, penalties and costs charged to GLDS by Suppliers as a result of a violation, and pays an administrative fee of EUR 500 per violation, the Agency being free to demonstrate that no damage or a substantially lower damage was incurred.

18. Package Travel and Linked Travel Arrangements

18.1 Through the platform, GLDS supplies individual accommodation services.

18.2 Where the Agency combines accommodation booked through GLDS with flights, car rental, transfers or other travel services and thereby creates a package (§ 651a BGB, including under § 651b BGB) or facilitates a linked travel arrangement (§ 651w BGB), the Agency bears the resulting statutory obligations, including information duties under Articles 250 and 251 EGBGB, insolvency protection and liability as organiser or facilitator, unless mandatory law provides otherwise. This applies in particular to Package Rates under Section 17.2.

18.3 Nothing in these Terms excludes or limits mandatory provisions of package travel law.

19. White-Label Documents

19.1 The Agency may generate offers, booking documents and travel documents through GLDS in its own corporate identity.

19.2 White-label documents must identify the Agency as the Traveller’s contracting party with its full company name, address, commercial register details and VAT identification number, name the Accommodation Provider and include the Supplier Conditions. Where the Traveller’s card is charged through GLDS, the payment information must state that the payment is processed by GLDS Hospitality Solutions GmbH.

19.3 The Agency is responsible for all content it adds to or changes in white-label documents, must not remove the information under 19.2 and must comply with Section 17.2 for Package Rates.

20. Confidentiality and Intellectual Property

20.1 The Agency is entitled to know the Booking Amount, its Travel Agency Commission, the booking and cancellation conditions, the Supplier Conditions and the information on the Accommodation Provider required for the Booking. It has no entitlement to disclosure of GLDS’s Suppliers other than the Accommodation Provider, sourcing channels, purchase prices, margins or other commercial arrangements of GLDS.

20.2 All content, data, rate information, software, interfaces, documentation and designs on the platform are the intellectual property of GLDS or its licensors and are protected by copyright and trademark law.

20.3 The Agency receives a non-exclusive, non-transferable, revocable right to use the platform for the purpose of making Bookings for its Travellers during the term of this agreement.

20.4 Rates, Supplier Conditions and commercial conditions disclosed through the platform are confidential and shall not be disclosed to third parties other than as required to serve the Agency’s Traveller.

20.5 Reproduction, distribution, decompilation, scraping, automated extraction and resale of any part of the platform are prohibited.

20.6 Use of GLDS’s name, logo or marks requires prior consent in text form. Neither party makes public statements about this agreement without the other party’s consent in text form.

21. System Availability, API and Connectivity

21.1 The platform is provided on an “as available” basis. GLDS does not warrant uninterrupted availability and may carry out maintenance, updates and changes. GLDS endeavours to schedule planned maintenance outside peak periods. No specific availability level is owed.

21.2 API access requires separate credentials and compliance with GLDS’s API documentation, rate limits and security requirements. GLDS may throttle, change or suspend API access for security or stability reasons.

21.3 Availability, rates and content transmitted through Supplier systems, channel managers or other third-party connections are subject to those systems. GLDS is liable for errors in its own transmission under Section 25, not for errors originating in Supplier or third-party systems.

22. Data Protection

22.1 GLDS processes personal data in accordance with itsPrivacy Policy and applicable data-protection law, in particular the GDPR.

22.2 GLDS and the Agency each act as independent controllers for the processing of Traveller and Cardholder data for booking, payment, settlement, fraud prevention, accounting and legal compliance. Suppliers and Accommodation Providers process such data as independent controllers. Joint controllership is not intended.

22.3 Where GLDS processes personal data on the Agency’s instructions for the Agency’s own purposes, in particular for storing Traveller profiles, preparing offers and generating white-label documents, GLDS acts as processor under Article 28 GDPR.

22.4 Personal data may be transferred to Suppliers, Accommodation Providers and technical and payment service providers to the extent required for Booking, payment, service and settlement. Transfers outside the European Economic Area are made in accordance with Articles 44 et seq. GDPR.

22.5 The Agency warrants that it has a valid legal basis for transmitting Traveller and Cardholder data and that the data subjects have been informed in accordance with Articles 13 and 14 GDPR.

22.6 The Agency notifies GLDS without undue delay of any personal data breach affecting data transmitted through the platform.

23. Sanctions and Compliance

23.1 The Agency warrants that neither it, nor its beneficial owners, nor its Travellers in respect of Bookings made through the platform, are subject to applicable sanctions or embargo measures.

23.2 The Agency shall not use the platform for money laundering, terrorist financing, tax evasion or the circumvention of sanctions, and complies with the anti-money-laundering rules applicable to it.

23.3 GLDS may refuse, cancel or reverse Bookings and freeze payouts where necessary to comply with sanctions, anti-money-laundering law, card-scheme rules or an order of a competent authority.

24. Records and Audit Trail

24.1 GLDS keeps electronic records of searches, Bookings, confirmations, payments, cancellations and settlements. These records constitute prima facie evidence of the transactions recorded, without prejudice to proof to the contrary.

24.2 Each party retains Booking and settlement documents for the statutory retention periods. The Agency provides GLDS on request with information and documents reasonably required for tax, card-scheme or regulatory audits relating to Bookings made through the platform.

25. Liability

25.1 GLDS is liable for the proper performance of its own services and, in Principal Bookings, for its performance obligation under Section 5.4, in each case only within the limits of this Section and of Section 12. In Intermediated Bookings, GLDS is not liable for the accommodation service.

25.2 GLDS is not responsible for payment service providers, card schemes, banks, telecommunications providers or technical service providers, provided GLDS has selected them with reasonable care. GLDS is liable for Suppliers and Accommodation Providers only within the limits of Sections 12 and 25.4 to 25.8.

25.3 GLDS is liable without limitation for damage arising from injury to life, body or health, for intent and gross negligence, in cases of fraudulent concealment of a defect, under a guarantee expressly assumed by GLDS, and under the German Product Liability Act.

25.4 In cases of simple negligence, GLDS is liable only for the breach of a material contractual obligation, that is an obligation whose fulfilment is essential to the proper performance of the contract and on the observance of which the Agency may regularly rely. In such cases, liability is limited to the typical, foreseeable damage, and in any event to the Booking Amount of the affected Booking and, for all claims of the Agency in a calendar year, to EUR 50,000.

25.5 Liability for indirect damage, loss of profit, loss of business opportunity, reputational damage and consequential loss is excluded in cases of simple negligence, unless such damage was the typical and foreseeable consequence of the breach of a material contractual obligation.

25.6 Where a Supplier or Accommodation Provider becomes insolvent or fails to provide the accommodation, Section 12.1 applies. Further claims for damages in cases of simple negligence are excluded.

25.7 The Agency notifies GLDS in text form without undue delay of any error in Bookings, confirmations, charges, invoices or Settlement Statements. Damage that would have been avoided by timely notification is not recoverable.

25.8 Except in the cases of 25.3, claims for damages against GLDS become time-barred twelve (12) months after the end of the year in which the claim arose and the Agency obtained knowledge of the circumstances giving rise to it, or would have obtained such knowledge without gross negligence.

25.9 The above limitations apply equally to the personal liability of GLDS’s employees, representatives and vicarious agents.

25.10 The Agency indemnifies GLDS against third-party claims, including claims by Travellers, Suppliers and Accommodation Providers, arising from a culpable breach by the Agency of these Terms, from incorrect Booking data, from missing travel documents, from unauthorised card use, from damage caused by its Travellers, or from information, promises or services given by the Agency to its Traveller.

26. Force Majeure

26.1 Neither party is liable for delay or non-performance caused by events beyond its reasonable control, including natural disasters, epidemics and pandemics, war, terrorism, civil unrest, strikes, governmental measures, embargoes, cyberattacks, failures of public telecommunications or energy networks, and failures of payment infrastructure, card schemes, Supplier systems or channel managers not attributable to GLDS.

26.2 Where a Booking cannot be performed for reasons of force majeure, any refund is governed by the Supplier Conditions or the Hotel’s conditions and by applicable law. GLDS passes on refunds received from Suppliers without undue delay.

27. Term, Suspension and Termination

27.1 The agreement runs for an indefinite period and may be terminated by either party on thirty (30) days’ notice in text form.

27.2 GLDS may suspend access with immediate effect where there is reasonable suspicion of misuse, fraud, unauthorised card use, breach of Section 13 or 17, non-payment, or where required by a Supplier, payment service provider, card scheme or authority.

27.3 Either party may terminate for cause with immediate effect where the other party commits a material breach and fails to remedy it within a reasonable period, or where insolvency proceedings are opened over its assets.

27.4 Termination does not affect Bookings already confirmed, which remain governed by these Terms until fully performed and settled, nor does it affect accrued payment obligations. All amounts owed by the Agency become due on the termination date.

27.5 Upon termination, access ends; confirmed Bookings are completed and settled; commission already earned is paid out subject to set-off under Section 8.9; each party returns or deletes confidential information, subject to statutory retention duties.

27.6 Sections 8.7, 8.9, 9, 10, 12, 13, 15, 17, 20, 22, 24, 25 and 29 survive termination.

28. Amendments

28.1 GLDS may amend these Terms with effect for the future where necessary to reflect changes in law, case law, regulatory or card-scheme requirements, Supplier requirements, or changes to the platform’s functionality or commercial model.

28.2 GLDS notifies the Agency of the amended Terms in text form (e-mail or platform notification) at least six (6) weeks before they take effect, highlighting the changes and drawing attention to the right of objection.

28.3 The amendments are deemed accepted unless the Agency objects in text form before the date on which they take effect. If the Agency objects, either party may terminate the agreement with effect from that date.

28.4 Deemed acceptance under 28.3 does not apply to amendments that change the main performance obligations or introduce new fees payable by the Agency; such amendments require the Agency’s express consent in text form.

28.5 Bookings confirmed before an amendment takes effect remain governed by the version of the Terms in force at the time of Booking.

29. Final Provisions

29.1 Amendments and supplements to these Terms, including to this clause, require text form (§ 126b BGB). Individual agreements take precedence (§ 305b BGB).

29.2 Notices are given in text form to the e-mail address stored in the Agency’s profile or via platform notification, and to GLDS at support@bookglds.com.

29.3 The Agency may not assign claims arising under this agreement without the prior consent of GLDS in text form. § 354a German Commercial Code (HGB) remains unaffected.

29.4 Should any provision be or become invalid or unenforceable, the validity of the remaining provisions is unaffected.

29.5 These Terms, their annexes, the Supplier Conditions and the Booking conditions displayed on the platform constitute the entire agreement regarding their subject matter, without prejudice to individual agreements under 29.1.

29.6 These Terms are concluded in English. Where a translation is provided, the English version prevails. German legal terms in brackets are included for interpretation under German law.

29.7 The place of performance for all obligations is Reutlingen, Germany.

29.8 These Terms and all disputes arising from or in connection with them are governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods.

29.9 The exclusive place of jurisdiction for all disputes with merchants, legal persons under public law and special funds under public law, and for Agencies without a general place of jurisdiction in Germany, is Stuttgart, Germany. GLDS remains entitled to bring proceedings at the Agency’s general place of jurisdiction.

PLATFORM OPERATOR:

GLDS Hospitality Solutions GmbH

Managing Director: Timo Schulze

Register court: Stuttgart District Court

Register number: HRB 741329

Contact: support@bookglds.com