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Terms of Service

GENERAL TERMS AND CONDITIONS FOR ACCOMMODATION PROVIDERS

By registering and signing up to the Wink program as an accommodation provider, the accommodation provider hereby has reviewed and understands, acknowledges, and accepts the terms and conditions of this accommodation provider agreement (the “Agreement”).

BETWEEN:

TRAVELIKO SINGAPORE PTE. LTD., a company incorporated under the laws of Singapore and having its registered office at #03-01 Wilkie Edge, 8 Wilkie Road, Singapore 228095 with VAT register number 201437335D (“Wink”), and

THE ACCOMMODATION PROVIDER, whose details are set out in the Accommodation Provider Registration Form or have been submitted online (the “Accommodation Provider”).

Wink and the Accommodation Provider are each a “Party” to this Agreement and are collectively referred to as the “Parties.”

This document establishes the Terms and Conditions for:

  1. The provision of accommodation distribution services through Wink or any other means that the Accommodation Provider uses to distribute its products (hereinafter known as “Accommodation Provider”), for which the details are specified in the Payments Terms and the price, conditions, and availability have been agreed; and
  2. The provision of accommodation services by the Accommodation Provider to the final consumer/guest, which has been booked through Wink.

Wink does not own, control, offer, or manage any listings. Wink is not a Party to the contracts concluded directly between Accommodation Providers and guests. Wink is not acting as an agent in any capacity for Accommodation Providers, except as specified in the payment terms of services (“Payments Terms”).

In case of a discrepancy between these Terms and Conditions (hereinafter known as the ”Terms”) and the Payments Terms, the latter shall apply.

Now, therefore the Parties have agreed as follows:

1. Definitions

In addition to terms defined elsewhere in this Agreement, the following definitions apply throughout this Agreement, unless the contrary intention appears:

“Accommodation Provider(s)” means any Party that creates an account on Wink with the intention to sell its own rooms and ancillary services inventory through the Wink platform.

“Agreement” means this agreement.

“Best Available Rate” or “BAR” means the lowest pre-discounted, commissionable rate for Rooms, inclusive of VAT, that is offered to the general public by the Participating Hotel, the Accommodation Provider or on its behalf by any third-Party distributor. For the avoidance of doubt, promotional rates, holiday rates, and any other public unrestricted rates shall be included as Best Available Rates.

“Booking(s)” means a reservation request for a Room made through Wink or a Wink client that is communicated to and accepted by the Accommodation Provider.

“Booking Fee” is the 1.5% deducted from the booking value as a processing fee by Wink.

“Booking Value” is the total amount collected by Payment Facilitator from guest for a Booking.

“Book-Out” means the failure of an Accommodation Provider to accommodate any Guest by reason of, amongst other things, no Room availability by the Participating Hotel or on its behalf by the Accommodation Provider or any third-Party distributor.

“Commission” means the amount owed to an Affiliate for each Materialized Transaction in accordance with this Agreement.

“Facilities & Services” means any facilities, meals, amenities, and/or other services provided by a Participating Hotel.

“Guest(s)” means the end user who has used, is using, or is booked to ultimately use the Room (and such other Facilities and Services as applicable) as a result of a direct or indirect booking with Wink.

“Hotel(s)” means any Accommodation available on or through the Wink Websites.

“Wink Platform” means the private network or technical solution used by the Parties in order to securely share information pursuant to the Agreement.

“Intellectual Property” means any and all intellectual property rights of any nature (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) anywhere in the world whether registered, registrable, or otherwise, including patents, utility models, trademarks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how and any other intellectual property rights which subsist in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures and particulars of customers, marketing methods and procedures and advertising literature, including the “look and feel” of any websites.

“Materialized Transaction(s)” means the Booking by a Guest with an Accommodation Provider, and which reservation has resulted in the actual provision of accommodation, as confirmed to Wink by the Accommodation Provider. Materialized Transactions will always be adjusted for amendments (e.g. shortened stays), chargebacks, credit card fraud, bad debt or otherwise. For the avoidance of doubt, cancellations, no-shows etc. can never be considered Materialized Transactions.

“Net Rate” means the particular rate Wink shall pay to each Participating Hotel for Rooms that the Parties have mutually agreed in writing.

“No-Show(s)” means any occasion on which a Guest fails to arrive timely at a Participating Hotel pursuant to a Booking.

“Partner” means any business or individual that is connecting or using the Wink platform to promote and sell Accommodation Providers’ inventory to its audience and/or customers for a commission.

“Payment Facilitator” a fully owned subsidiary of Traveliko Singapore Pte. Ltd. (“TripPay”), that governs the Payment Services, collecting payments from guests (“Pay-in”), by charging the payment method associated with their purchase, such as credit card, debit card, bank transfer, crypto currencies or PayPal etc… and disburse the fund owed (“Net Rate”) to the Accommodation provider.

“Pay-in” means the acquisition of a payment made by a guest by the Payment Facilitator.

“Pay-out” means the disbursement of the Net Commission to the Affiliate by Payment Facilitator.

“Payment Service Fee” is the 4% deducted from the Affiliate commission as payment acquisition fee by the Payment Facilitator.

“Payments Terms” means the Rates, availability, offers, promotions, payment terms, and any other rules or conditions relating to the distribution of Rooms which are mutually agreed between the Parties.

“Potentially Fraudulent Booking” means (i) A Booking that results from invalid or incorrect information supplied to Wink at the time of such Booking, or as a result of a credit card dispute, or as a result of a report of unauthorised charges; or (ii) Any Booking that may be associated with previous high-risk or fraudulent transactions.

“Rate(s)” means the hotel room rate(s) made available to Wink by the Accommodation Provider with respect to any applicable room-type or rate-type under the Agreement to be distributed on all Wink Channels.

“Room(s)” means the accommodation(s) located at any Participating Hotel or lodging.

“Taxes” means all local, state, federal, and national taxes and/or service charges including, for the avoidance of doubt, any value-added (VAT), sales, use, excise, lodging, transient, rental, city, resort, and other similar types of taxes, governmental fees, or charges.

“TripPay” means the fully owned subsidiary company collecting payments (Pay-in) and disbursements (Pay-out) for Wink, referred to as Payment Facilitator.

“Sales Channels” means (i) websites operated, managed, or owned by Wink for other businesses to use to make Bookings and which are only accessible with passwords issued by Wink; (ii) API connections between Wink and its clients’ travel websites; or (iii) any other distribution method whereby Wink supplies Rooms to its clients for their onward distribution or sale, whether it be in websites or otherwise.

1.1 No Partnership

1.1.1 This Agreement is not intended, nor should anything herein or in any of the arrangements contemplated herein, be construed, to create a joint venture or the relationship of partners, partnership, or principal and agent between or among the Parties. Unless the Parties agree otherwise in writing, none of them shall (i) enter into any contract or commitment with third parties as agent for or on behalf of the other Party, (ii) describe or present itself as such an agent or in any way hold itself out as being such an agent, or (iii) act on behalf of or represent the other Party in any manner, or for any purpose.

1.1.2 Unless agreed otherwise in writing by Wink or save as set out otherwise in this Agreement, the Accommodation Provider shall not publish anywhere on the Accommodation Provider Website(s) any statement, either express or implied, that the website is part of, endorsed by, or an official website of Wink.

2. Contracting with guests

When you receive a booking confirmation through the Wink platform, you are entering into a contract directly with the guest, and are responsible for delivering your services under the terms and at the price specified on the booking confirmation. You are also agreeing to pay related fees if and when applicable as defined in the Payment Terms.

3. Independence of Accommodation Providers

Your relationship with Wink is that of an independent legal entity except that TripPay acts as a payment facilitator as described in the Payment Terms. Wink does not direct or control the services you provide, and you agree that you have complete discretion whether and when to provide those services, and at what price and on what terms to offer them.

4. Managing your listing

As an Accommodation Provider, Wink offers you the tools you need to sell your inventory online through our proprietary Sales Channels.

Accommodation Providers are responsible for keeping their listing information and content up to date and accurate at all times. Accommodation Providers shall respect the availability, prices, and any other commitments agreed herein. Accommodation Providers are exclusively responsible for updating and keeping updated at all times the availability, rates, and applicable local taxes, if any, through the Wink extranet. Accommodation Providers hereby allow Wink to promote the Rooms in all markets. Wink highly recommends Accommodation Providers to offer the most competitive Rates, promotions, and offers at all times.

5. Legal Obligations

5.1 Accommodation Providers are responsible for understanding and complying with any laws, rules, regulations, and contracts with third parties that apply to your listing.

5.2 Accommodation Providers are responsible for handling and using personal data of guests and others in compliance with applicable privacy laws and these Terms.

6. Booking Fees & Commissions

Wink provides Accommodation Providers with the digital tools they need to distribute and sell their inventory online through 5 proprietary channels. By activating your property via the self-activation feature on your dashboard, your property will become automatically bookable on Traveliko.com and through the Network. You can indeed deactivate those channels manually in the extranet under the - Distribution - Sales channels menu section.

  • Traveliko.com – 0% Commission OTA
  • Winklinks - Link-in-bio feature for social media channels such as Instagram.
  • Social Share - Quick links that can be shared anywhere online
  • Booking Engine - Internet booking engine for hotel websites and more.
  • Wink Network – Affiliate Network connecting hotels directly with our affiliate partners

Booking Fees, Commissions, and Payment Fees apply as follows for any confirmed booking:

  • Traveliko.com: Payment Facilitator Fee as described in Payments Terms (4%) + Wink Booking Fee (1.5%)
  • WinkLinks: Payment Facilitator Fee as described in Payments Terms (4%) + Wink Booking Fee (1.5%)
  • Social Share: Payment Facilitator Fee as described in Payments Terms (4%) + Wink Booking Fee (1.5%)
  • Booking Engine: Payment Facilitator Fee as described in Payments Terms (4%) + Wink Booking Fee (1.5%)
  • Wink Network: Payment Facilitator Fee as described in Payments Terms (4%) + Wink Booking Fee (1.5%) + Affiliate Commission (negotiated commission at hotel discretion)

Calculation example for a USD 100 Booking made via Trvaveliko, Social Share, Booking Engine or WinkLinks

100-4% = 96
96-1.5%=94.56
Payable to hotel (“Net Rate”) => USD 94.96

Calculation example for a USD 100 Booking made via An Affiliate with a 10% commission

100-4% = 96
96-1.5%=94.56
94.56-10%=85.1
Payable to hotel (“Net Rate”) => USD 85.1

Notice Regarding Payment Handling by Third Party Integrators

Please note that certain affiliates, hereinafter referred to as “Third Party Integrators,” will be responsible for handling payment transactions. As a result, these Third Party Integrators will assume the role of the merchant of record. Consequently, Wink’s payment terms will no longer apply to these transactions. Instead, new payment terms specific to the Third Party Integrators must be accepted by the hotel.

7. Taxes

7.1 The Accommodation Provider is responsible to ensure that the Rate includes all applicable Taxes. It is the responsibility of the Accommodation Provider to ensure that the Taxes included in the Rates are accurate and up-to-date. When the Accommodation Provider does not indicate the existence of city taxes, tourism fees, or other local fees to be paid, it shall be understood that they are included in the Rate.

7.2 Each Accommodation Provider is responsible for remitting any Taxes to the appropriate governmental agencies and/or institutions.

7.3 Accommodation Provider shall be liable for, and agree to indemnify, Wink for any losses, costs, penalties, and/or damages incurred as a result of any failure to include accurate and up-to-date Taxes in their Rates and/or as a result of any failure to inform or accurately inform Wink of the applicable Taxes.

7.4 Wink, when offering Rooms to its Partners, shall include all applicable Taxes (subject to Sub-Section (a) of this Section). All sums payable under this Agreement, unless otherwise indicated, shall be inclusive of VAT or other applicable taxes or duties (except corporation tax or other taxes on profit). If any amount of VAT is assessed and levied by any relevant authority responsible for VAT in the country in which those services are provided, then Wink shall, on receipt of a valid tax invoice from Accommodation Provider, pay to Accommodation Provider the amount of VAT included in the VAT inclusive sums payable under this Agreement.

7.5 Any claim by the relevant authority for penalties or interest arising out of the late payment, or any invoiced VAT, should be for the account of the Accommodation Provider. Further, if any amount of VAT is assessed and levied by any relevant authority responsible for VAT in the country in which the services are received under a self-accounting mechanism, then Wink shall account for this VAT on its VAT return in accordance with VAT legislation in the country. Any claim by the relevant authority for penalties or interest arising out of the late payment of any self-accounted VAT shall be for the account of Wink.

8. Bank Details and Accommodation Provider’s Designated Representative

Accommodation Provider shall ensure that its bank account details provided to Wink are accurate at all times, and it shall notify without delay of any changes to such.

Only the person signing this agreement shall be the sole designated representative of Accommodation Provider who shall have the authority to request changes to Accommodation Provider’s bank account and/or payee information. No other person shall have such authority on behalf of the Accommodation Provider. Any change of such designated person shall be requested to Wink in writing, and any such change shall be implemented only via a written amendment to this Agreement executed by both Parties.

9. Booking Modifications

9.1 Accommodation Providers are liable for any booking modification outside of the cancellation policy stated on the booking confirmation accepted via direct communication with the Guest.

9.2 Where there has been an error by Accommodation Provider resulting in an incorrect Rate being uploaded, and a Booking is consequently made at the incorrect Rate, then the booking should be honoured by the Accommodation Provider at the incorrect Rate.

9.3 Wink shall have no liability to Accommodation Provider for any Rate errors committed by the Accommodation Provider.

10. Booking Identification / Anti-Fraud Cooperation

10.1 The Accommodation Provider shall ensure that the full and correct company details of Wink clients are accurately populated in their systems so that each Booking is clearly identifiable as a Booking made under and in accordance with this Agreement.

10.2 Each Participating Accommodation Provider must use commercially reasonable efforts to ensure that, upon check-in, the identification presented by a Guest matches the booking information. If a reservation is a Potentially Fraudulent Booking, or certain data provided by a Guest cannot be verified by Wink, then the Accommodation Provider and Wink shall work together to address the Potentially Fraudulent Booking, which may include canceling such reservation at any time. The Accommodation Provider agrees to cooperate fully with Wink and shall provide Wink with any information it may request in connection with the Potentially Fraudulent Booking.

10.3 The Parties agree that should an Accommodation Provider fail to comply with this clause, and the Booking is subsequently found to be a Potentially Fraudulent Booking, then Wink shall not be liable.

11. Unavailability / Non-Fulfilment

11.1 In the event of any situation of unavailability (whether due to overbooking or otherwise) that requires an Accommodation Provider to relocate any Guest to alternate accommodation, Accommodation Provider agrees to exercise their best efforts to keep/maintain Guests and Bookings in order to allow Guests to remain at such accommodation to the greatest extent possible. In the event that Accommodation Provider must ultimately relocate a Guest to alternate accommodations, then the Accommodation Provider agrees to the following:

  • To immediately notify Wink prior to relocating the Guest;
  • To move the Guest to an alternative property of an equal or higher category/rating in the same area, under the same conditions booked and such relocation shall be paid by Accommodation Provider at no additional charge to the affected Guest, and shall include, without limitation.
  • Any costs relating to transportation and other relocation-related expenses on behalf of the affected Guest.
  • To allow Wink to deduct all direct costs caused by the unavailability and/or relocation from Accommodation Provider’s receivable balance(s) in the event that Wink incurs any financial penalty, compensation, or cost associated with such unavailability and/ or relocation.

11.2 In the event of the non-fulfilment by Accommodation Provider of any of the conditions of this Agreement, including unacceptable conditions of the premises and/or the Facilities & Services being deficient, Wink shall be entitled to stop payments and to demand the correct fulfilment of the agreed Booking terms. Accommodation Provider shall, in any case, bear the full cost of any compensation payable to the affected Guest, keeping Wink harmless of any liability arising from Accommodation Provider’s defective fulfilment of its obligations under this Agreement.

12. Participating Hotel Property Conditions

At the earliest possible, Accommodation Provider shall notify via the Wink Extranet “Announcement section” of any construction, renovations, refurbishments, updates, or other work that will or may alter the ability of an Accommodation Provider to provide Rooms, Facilities & Services and/or might adversely affect a Guest’s stay. For the avoidance of doubt, whenever an unavailability or non-fulfilment results from such circumstances, Section 11 of these Wink General Terms & Conditions (“Unavailability / Non-Fulfilment”) shall apply and Accommodation Provider shall bear the full cost of any compensation payable to the affected Guest, holding Wink harmless of any liability.

13. Modification, Term, and Termination

13.1 Modification. Except as otherwise required by applicable law, Wink may modify these Terms at any time. If we make material changes to these Terms, we will post the revised Terms on the Wink Platform and update the “Last Updated” date at the top of these Terms. If you are affected by the modification, we will also provide you with notice of the modifications at least thirty (30) days before the date they become effective. If you do not terminate your agreement before the date the revised Terms become effective, your continued use of the Services will constitute acceptance of any changes to the revised Terms.

13.2 Term. Unless agreed otherwise, this Agreement shall commence on the date hereof for an indefinite period of time.

13.3 This Agreement is ongoing until terminated by the Parties as follows:

  • By Wink, at any time and without cause, upon thirty (30) calendar days’ advance written notice to the other Party;
  • By Accommodation Provider, without cause any time without notice by deactivating the property on the Wink extranet property dashboard.
  • In any other manner expressly provided elsewhere within this Agreement.

13.4 Additionally, Wink reserves the right at its sole discretion to terminate this Agreement immediately by notice in writing to the Accommodation Provider if:

  • Accommodation Provider commences insolvency, bankruptcy, receivership or, liquidation, judicial management, administration or other such similar proceedings (whether commenced by the Accommodation Provider or by any of the Accommodation Provider’s creditor(s)), which are not dismissed or resolved in the Accommodation Provider’s favour within sixty (60) days thereafter
  • A creditor executes or attempts to execute a mortgage on the Participating Hotel.
  • Accommodation Provider ceases to conduct business in the ordinary course.
  • Accommodation Provider loses its lease or rights to operate the Participating Hotel under its current brand name.
  • There is a change in the characteristics of accommodation, including but not limited to, construction, works and renovations.
  • Or due to a Force Majeure Event.

13.5 Upon the early termination or expiration of the Agreement for any reason, the Accommodation Provider shall:

  • Honour all Bookings made prior to the effective termination or expiration date, at the originally-reserved Rates, including those Bookings with check-in dates that occur subsequent to the termination or expiration of any applicable notice period, or otherwise provide suitable alternative services and
  • Settle the account accordingly.

14. Representations and Warranties

Accommodation Provider warrants and represents that it shall fully comply with the following:

14.1 That the provision of all Rooms, and all Facilities & Services, shall at all times be in accordance with good industry practice and shall be provided with all due skill, care, attention, and diligence;

14.2 That all personnel of the Participating Hotel will be appropriately qualified and trained to perform its obligations under this Agreement;

14.3 That Accommodation Provider shall comply with all applicable laws, standards, and other requirements of all relevant authorities in relation to the provision of the Rooms, and all other parts of each Participating Hotel or any associated services and/or facilities and/or its obligations under this Agreement;

14.4 That each Participating Hotel has read and accepted the terms of this Agreement;

14.5 That all Rooms and/or any Facilities & Services provided pursuant to or in connection with this Agreement are safe and comply fully with all local, state, federal, and/or national laws, rules, and regulations. Accommodation Provider further warrants that none of the Rooms (nor any other part of any Participating Hotels) have individual gas water heaters installed;

14.6 That all information provided either directly or indirectly to Wink by Accommodation Provider pursuant to or in connection with this Agreement shall be up-to-date and accurate.

14.7 That Accommodation Provider is not incorporated in, or a resident of, a country subject to economic or trade sanctions; and

14.8 To complete at its own cost any work which is necessary to eliminate any deficiencies and/or defects notified to it by the authorities with immediate effect. Accommodation Provider shall notify Wink of the same without delay. Accommodation Provider shall take into consideration any reasonable recommendation for improvement made by Wink.

15. Guest Incidents & Complaints

15.1 Should any incident befall a Guest, Accommodation Provider must inform Wink of it, and the details thereof, as soon as possible, and shall fully cooperate with Wink with respect to appropriately handling any such incident.

15.2 Accommodation Provider agrees to cooperate fully with Wink in dealing with all Guest claims or complaints, and shall provide a detailed response to any Wink query about such matters no later than seven (7) calendar days after it is received from Wink or within the term agreed in the service level agreement.

15.3 In the event that Wink is required to provide compensation to a Guest as the result of any Guest incident, claim or complaint due to an act or omission of Accommodation Provider, then Accommodation Provider agrees to promptly indemnify and reimburse Wink for such expense in full, and in accordance with Section 33 of the General Terms (“Indemnification”) as applicable.

15.4 The Accommodation Provider agrees to allow Wink to deduct all costs, expenses, and compensations incurred as a result of Guest incidents and complaints by Wink from the Accommodation Provider balance(s).

16. Audit Rights

16.1 During the Term, Wink may audit any of Accommodation Provider’s and/or Participating Hotels’ relevant records as may be reasonably required in order to undertake verifications relating to (i) the performance of the Bookings; (ii) any and all payments received by Wink and/or Guests; and (iii) any and all payments paid or payable by Wink and/or Guests.

16.2 Each Party shall bear its own costs in respect of any audit, except in the following circumstance: If the audit demonstrates that Accommodation Provider is failing to comply with any of its obligations under this Agreement, then, without prejudice to Wink’s other rights and remedies, Accommodation Provider shall pay for the audit entirely, and shall take the necessary steps to bring its contractual obligations into compliance.

17. Insurance

The Accommodation Provider shall maintain adequate insurance cover with reputable insurers, licensed to do business in the applicable state/country, in respect of all third-Party risks arising or which may arise in relation to or connected with the provision of accommodation (or any facilities and services) and/or this Agreement, including, Wink’s liability arising directly or indirectly from or in conjunction with any claims in respect of (i) loss of or damage to any real or personal property; (ii) personal injury or death of any person; (iii) third-Party property loss or damage; or (iv) its liability to third parties to whom it provides the accommodation services.

18. Anti-bribery, trade restrictions, and business ethics

Wink takes a zero-tolerance approach to breaches of international trade norms, bribery and corruption prevention legislation, and applicable restrictions on trade, funds flow, and terrorism financing.

The Accommodation Provider warrants that they do and shall comply with, and its Associated Parties do and shall comply with the Wink Supplier Code of Conduct.

The Accommodation Provider represents, warrants, and undertakes that they do and will comply in all respects with all international trade norms, applicable restrictions on trade, funds flow, and terrorism financing and bribery and corruption prevention legislation, including, but not limited to the UK Bribery Act 2010 and the Singapore Prevention of Corruption Act.

The Accommodation Provider warrants that to the best of its knowledge, neither they nor their Associated Parties have been convicted of an offense involving bribery or corruption or are the subject of any investigation by any governmental, administrative, or regulatory bodies.

19. Confidentiality

19.1 Confidential Information. Parties understand and agree that in the performance of this Agreement, each Party may have access to or may be exposed to, directly or indirectly, confidential and sensitive information of the other Party (the “Confidential Information”). Confidential Information includes Customer Data, transaction volume, marketing and business plans, business, financial, technical, and operational information, usage statistics, ranking data, information in respect of rate, product, and availability parity, pricing policies, conversion data, and volume of click-throughs, and other related statistics, personal data of Guests, any software or information regarding software provided or used by Wink in connection with this Agreement, the terms of this Agreement, and such other non-public information that either a disclosing Party designates as being private or confidential or of which a receiving Party should reasonably know that it should be treated as private and confidential.

19.2 Protect and safeguard Confidential Information. Each Party agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing Party and receiving Party shall not use any Confidential Information for any purpose except in furtherance of this Agreement, (b) it shall maintain, and shall use prudent methods to cause its employees, officers, representatives, contracting parties, and agents (the “Permitted Persons”) to maintain, the confidentiality and secrecy of the Confidential Information, (c) it shall disclose Confidential Information only to those Permitted Persons who need to know such information in furtherance of this Agreement, (d) it shall not, and shall use prudent methods to ensure that Permitted Persons do not (i) copy, publish, transmit, reproduce, divulge, disclose, or make the Confidential Information available to any third party, or (ii) use or store it in an unprotected retrieval system or database (other than pursuant to the terms hereof), and (e) it shall return or destroy all ((hard and soft) copies of) Confidential Information upon written request of the other Party. In the event that either Party processes personal data on behalf of the other as part of the provision of the services under this Agreement, the Parties shall regulate such processing by means of a Data Processing Agreement (DPA) and shall make up part of the terms and conditions of this Agreement.

19.3 Permitted disclosure. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it (i) is or becomes part of the public domain through no act or omission on the part of the receiving Party, (ii) was possessed by the receiving Party prior to the date of this Agreement, (iii) is disclosed to the receiving Party by a third party having no obligation of confidentiality with respect thereto, or (iv) is required to be disclosed pursuant to law, court order, subpoena, or governmental authority. Wink is entitled to disclose this Agreement in confidence to its Accommodation Provider companies.

19.4 Customer Data. Parties shall use commercially reasonable efforts to safeguard the confidentiality and privacy of Customer Data and to protect it from unauthorized use or release. Parties agree to comply with applicable laws on the processing of personal data and the protection of privacy. The Parties will at all times use reasonable and appropriate security measures to prevent corruption of and unauthorized access to Customer Data. Such measures will include, among other things, data encryption and channel encryption. Where relevant, the Accommodation Provider must notify Wink of any security breach as promptly as possible (not later than 1 day after discovering the breach). Each Party shall have a privacy policy accessible to customers that describes the manner in which it protects and uses Customer Data. The Parties may exercise their rights to request access to their personal data, rectification or erasure of such data, and their right to object, data portability, and restriction of their processing, by means of a written request to the other Party, to the addresses indicated in the heading of this Agreement, in addition to filing a claim before the local Data Protection Agency.

19.5 Announcements. Neither Party shall create, publish, distribute, or permit any written materials, which make reference to the other Party without first submitting to the other Party such material and receiving prior written consent from the non-submitting party. This consent shall not be unreasonably withheld or delayed.

19.6 Each Party may contact the other Party’s Data Protection Officer (DPO) through the following e-mail and/or postal addresses: dataprotectionofficer@Wink.

20. Intellectual Property Rights

20.1 The Accommodation Provider acknowledges that Wink and/or its licensors shall retain ownership of all rights, title, and interest in and to all Intellectual Property Rights of Wink or embodied in the Wink Website, including (but not limited to) the Wink logo, the Content, and the Wink Data. Nothing contained in this Agreement shall be deemed to transfer any such right, title, or interest to the Accommodation Provider in any way.

20.2 The Accommodation Provider shall not disclose, integrate, include, use, combine, exploit, incorporate, or otherwise make the Content and Wink Data (or any part thereof) available (a) with its own content and/or the content of any Wink Competitor (including the Hotels), or (b) to or for the benefit of (i) itself (save for enabling the Service and the System in accordance with the terms of this Agreement), or (ii) any Wink Competitor (including the Hotels) (whether for the promotion of, marketing of, reference to, promotion of, advertising of, or otherwise in the interest of or to such party), or (c) for any other purpose or in any other manner and/or on or through Third Party Platforms except as expressly provided for in this Agreement. The Affiliate shall not amend, alter, modify, distort, create derivative and/or new works based on and/or derived from the Content and the Content shall not include a (direct or indirect) link, reference, click-through, or reference to (the website of) a Wink Competitor (including the Hotels).

20.3 The Accommodation Provider shall (and shall procure that the companies within the Accommodation Provider Group shall not (directly or indirectly) register, acquire, use, purchase or obtain Internet domain name which incorporates any word or words which are identical, or confusingly or substantially similar to “Wink” or any variations, translations or misspellings thereof, included as part of the address.

20.4 By entering into this Agreement, Wink does not (explicitly or tacitly) waive or forfeit any of its rights to which it is entitled by any law, contract, or otherwise (now or in the future) in respect of the Wink Intellectual Property Rights vis-à-vis the Accommodation Provider or other third parties.

21. Change of Ownership

21.1 Accommodation Provider (and where the context requires each Participating Hotel) will not sell, lease, or otherwise dispose of their interest in any hotel property, without giving at least three (3) months’ prior written notice. In the event of such sale, lease, or other disposition, Accommodation Provider (and/or Participating Hotel) will expressly provide in the contract of sale, lease, or other disposition that this Agreement (including all Bookings made under it) shall be assigned or novated to the new entity after the change of control subject to Sub-Sections (b) of this clause.

21.2 Should Wink not wish to pursue Agreement with the new entity for whatever reason, the Parties may agree to terminate this Agreement immediately and without prejudice to any existing Bookings and any other rights either Party may have accrued prior to such termination

22. Listing Content

22.1 Wink will provide Accommodation Provider with access to the Wink extranet. The Accommodation Provider undertakes to upload all the information and contents relating to the product including but not limited to photographs, images, designs, text, audio, video, descriptions, and facilities (hereinafter “Content”) to ensure optimum distribution of the product and shall maintain the Content up to date. In the event the Accommodation Provider does not provide the Content, it expressly authorizes Wink to do so by downloading it directly from the website of the Accommodation Provider and accepts the entire responsibility for any issues, including Claims that may arise from such uploading. Additionally, the Accommodation Provider grants Wink the right to modify and/or adjust the size and resolution of the Content for marketing and distribution purposes.

22.2 In case the Accommodation Provider cannot access the extranet for causes out of its control, the Accommodation Provider will promptly notify Wink.

22.3 The Accommodation Provider represents and warrants that it has all necessary rights, licenses, consents, and authorizations required to: (i) provide the Content to Wink; (ii) the Accommodation Provider hereby grants Wink a non-exclusive, royalty-free, irrevocable, worldwide, and sublicensable to third-party marketing and/or distribution partners right to use, modify, display, publish, and adjust the Content, name, logos, trademarks, and any other intellectual property and industrial property of the Accommodation Provider (“IPRs”) for the purpose of the performance of the present Agreement; (iii) the Accommodation Provider warrants to Wink and its clients that such IPRs do not infringe any third-party rights; and (iv) the Accommodation Provider shall be liable for any defamatory or immoral information, the veracity and accurateness of its IPRs provided to Wink by any means.

22.4 The Accommodation Provider shall, at all times during and after the expiry of termination of this Agreement, indemnify and keep indemnified Wink, its Accommodation Providers, and/or its partners in full and hold them harmless on demand from and against any and all losses incurred by, awarded against, or agreed to be paid by Wink, its Accommodation Providers, and/or its partners arising from any IPR claim.

22.5 The Accommodation Provider shall: (i) provide Wink with updates in the way requested by Wink on the progress of the IPR claim including evidence that the IPRs claim has been settled or dismissed by the claimant as soon as reasonably practicable; (ii) In the event that the Accommodation Provider fails to comply with this clause or if Wink is not fully satisfied with the progress of the IPR claim or in order to prevent further damages, Wink shall assume immediate control of the IPR claim at the Accommodation Provider´s cost. Wink will be entitled to set off any cost and compensation paid as a consequence of the IPR claim against any present, contingent and/or future amount(s) due or owing from the Accommodation Provider.

23. Publicity / External Communications

23.1 Accommodation Provider shall not release any communication or materials whatsoever related to Wink or this Agreement, whether to the media or any other external Party without Wink’s prior written consent, and the Accommodation Provider shall be solely and directly liable for any damage or loss incurred by Wink in violation of this provision.

23.2 Accommodation Provider shall consult with Wink with respect to the contents of any such communication or material that it proposes to release, and Accommodation Provider must provide Wink with a copy of any such communication or material ultimately released.

24. Precedence

24.1 This Agreement is created in order to allow individual commercial agreements that will be subsequently held by Wink with each of the Accommodation Providers. In case of discrepancy, the terms and conditions stipulated in this Agreement will apply to Accommodation Providers subject to the following:

24.2 In relation to Payments Terms regarding agreed cancellations and No-Shows, payment policies, releases, and availability of rooms (standard type), the terms of this Agreement shall prevail;

24.3 In relation to rates, minimum occupations, discounts for third persons and children, and applicable markets, the conditions agreed in the applicable individual commercial agreement shall prevail.

25. Authority to Sign – Accommodation Provider Representation & Signature

25.1 The Accommodation Provider warrants that it, the person signing this Agreement, and/or any other person providing information (including, for the avoidance of doubt, any Payments Terms) to Wink in connection with or pursuant to this Agreement has the authority, capacity, and requisite power to sign this Agreement for and on behalf of each and every Participating Hotel, and that such person has the authority, capacity, and requisite power to bind Accommodation Provider and each and every Participating Hotel to this Agreement and shall, throughout the Term, comply with, perform, and ensure that each Participating Hotel complies with and performs, its obligations under this Agreement.

25.2 The Accommodation Provider explicitly agrees that electronic acceptance of this Agreement and its Terms and Conditions, including those related to modifications, is valid, binding, and enforceable.

26. Language

The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.

27. Waivers

No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature.

28. Severability

If any provision of this Agreement is determined by a government enforcement agency, court, or tribunal of competent jurisdiction to be illegal, invalid, or otherwise unenforceable under national laws, then such provision will be construed, modified, or deleted to the extent necessary to make such provision and/or this Agreement legal, valid, or otherwise enforceable, and the remaining portion of such provision and the remaining other provisions hereof will survive, remain in full force and effect, and continue to be binding, and will be interpreted to give effect to the intention of the Parties to the fullest extent possible.

29. Relationship of the Parties

The Parties are, and shall act as, independent contractors in the performance of this Agreement. Neither Party shall act as, or be deemed to be, an agent for or partner of the other Party for any purpose whatsoever nor shall either Party have the authority to bind the other in any respect.

30. Assignment

30.1 Neither Party shall be entitled to assign, transfer, or encumber any of its rights and/or obligations under this Agreement without the prior written consent of the other Party, provided that Wink may assign, transfer, or encumber any of its rights and/or obligations under this Agreement (in whole or in part or from time to time) to an affiliated company without the prior written consent of the Accommodation Provider.

30.2 This Agreement is concluded for the benefit of the Parties and their respective successors and permitted assigns, and nothing herein is intended to or shall implicitly confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement, except to the extent explicitly stated otherwise in this Agreement.

31. Force Majeure

Wink shall not be liable for any delay or failure to fulfil any obligation under these Terms resulting from causes outside the reasonable control of Wink or Wink Payments, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics or disease, strikes, or shortages of transportation facilities, fuel, energy, labour, or materials (“Force Majeure Event”).

32. Limitation of Liabilities

32.1 To the maximum extent permitted by law, neither Party shall be liable for any indirect, incidental, consequential, special, or punitive damages whatsoever arising out of this Agreement or breach thereof, even if advised of the possibility of such damages. This limitation shall not apply to any breach of this Agreement relating to confidentiality and/or intellectual property rights.

32.2 Neither Party may exclude liability with respect to (i) a death or personal injury caused by its negligence or that of its employees, agents, or subcontractors, (ii) fraud committed by itself or its employees, or (iii) any breach, act, omission, or liability that may not be limited under any applicable law.

32.3 The Parties acknowledge and agree that the exclusions of, and limitations on, liability set out in this Agreement are fair and reasonable.

33. Indemnification

To the maximum extent permitted by applicable law, you agree to release, defend (at Wink’s option), indemnify, and hold Wink and all its Accommodation Providers and subsidiaries, and their officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms; (ii) your improper use of the Services; (iii) your failure, or our failure at your direction, to accurately report, collect, or remit taxes; or (iv) your breach of any laws, regulations, or third-Party rights.

34. Governing Law and Jurisdiction

34.1 This Agreement shall be exclusively governed by and construed in accordance with the laws of Singapore. The Contracts (Rights of Third Parties) Act 2001 (Cap 53B) shall not apply to this Agreement. The Parties will in any event attempt to settle their disputes in an amicable manner out of court by first conducting good faith discussions and negotiations.

34.2 Any disputes arising out or in connection with this agreement shall exclusively be submitted to and dealt with by the competent court in Singapore, without regard to the conflict of laws rules.

35. Counterparts

This Agreement may be executed of counter-parts, each of which (once executed) shall be deemed to be an original, and which taken together shall constitute one and the same instrument. Furthermore, any scanned/electronic copy of Wink’s written signature shall have the same and equal effect as an original handwritten signature from Wink and shall not affect the validity of this Agreement.

36. Entire Agreement

36.1 This Agreement (including the Accommodation Provider Partner Registration Form, schedules, annexes, and appendixes, which form an integral part of this Agreement) constitutes the entire agreement and understanding of the Parties with respect to its subject matter and replaces and supersedes all prior agreements, arrangements, ((non) binding) offers, undertakings, or statements regarding such subject matter.

36.2 If any provision of this Agreement is or becomes invalid or non-binding, the Parties shall remain bound by all other provisions hereof. In that event, the Parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.

37. Execution

The Agreement only enters into force and effect upon written confirmation of acceptance and approval of the Accommodation Provider by Wink. By registering and signing up to the Wink partner program as Accommodation Provider, the Accommodation Provider agrees, acknowledges, and accepts the terms and conditions of this Agreement, including the provisions related to modifications to this Agreement.

The agreement has been read and all the terms and conditions have been agreed to by the accommodation provider. The affiliate explicitly agrees that electronic acceptance of this agreement and its terms and conditions, including those related to modifications, is valid, binding, and enforceable.

38. Notices

All notices by a Party under this Agreement shall be in English, in writing, and shall be delivered in person, by prepaid and registered post, or by an internationally recognized express courier (e.g., FedEx, UPS, DHL) to the registered office or by e-mail to the contact person.

Any notice under this Agreement shall be deemed to have been received (i) if delivered by hand, upon the signature of a delivery receipt or, (ii) if by prepaid registered post, upon proof of delivery; or (iii) if by express courier, upon such courier’s recorded date of delivery (iv) if by email provided that acknowledgement of receipt is submitted.