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Submitted URL: https://app.pandadoc.com/document/06fef01193109f363476be4cbe829835ab954b7a
Effective URL: https://app.pandadoc.com/p/06fef01193109f363476be4cbe829835ab954b7a
Submission: On April 14 via manual from US — Scanned from DE
Effective URL: https://app.pandadoc.com/p/06fef01193109f363476be4cbe829835ab954b7a
Submission: On April 14 via manual from US — Scanned from DE
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Start BASIC AGREEMENT MEETINGSELECT - ANDAZ VIENNA AM BELVEDERE 1 of 1 document Meetingselect BV Stephan Baresel Rijksweg 81a 1411 GE Naarden Netherlands Andaz Vienna Am Belvedere Andaz Vienna Am Belvedere Arsenalstraße 10 1100 Vienna Austria Naarden, Mar 22, 2022 Re: Cooperation Meetingselect Dear Andaz Vienna, Meetingselect is active in the Netherlands for 14 years already and we are the booking partner for many corporate companies and governments. Meetingselect is the fastest growing online booking platform for meetings and groups. You will receive online requests for meetings and events and keep in direct contact with the meeting planners. National and International companies have implemented Meetingselect as their own online meeting management solution and thousands of RFP’s are distributed through our channel. Our software is used in the hospitality market and many leading International hotel chains and special venues work with our online booking platform. In the last years we have already requested and/or booked business for our clients at your venue. We would like to extend our cooperation further for the coming years and therefore we would like to make fixed agreements with your venue. We strive to further extend our cooperation with you as a venue (chain) and in this way we would like to bring you more volume of business. In order to ensure that the entire booking process runs smoothly for you as a venue and for us as an intermediary, we want to set up a contract with you. This means that we would like to ask you to indicate in our platform whether you agree with our conditions in the 'terms & conditions' tab and the commission percentages must be entered in the 'commission' tab. The other tabs do not have to be filled in, these are for the prices. If you would like you may fill this in as well. These rates will be shown in every proposal and will save time when filling in proposals. Important information: * If your venue can agree to the Meetingselect conditions, your venue will receive a higher ranking and you will become a preferred partner of Meetingselect. This will be shown to our customers by means of a special logo. * Adjustments to the Terms and Conditions will be communicated to the venue in writing. In case the venue does not object in writing within one month of dispatch the new conditions will be applicable. We are looking forward to a very constructive cooperation and in case you have any further questions, please do not hesitate to contact us at supplier@meetingselect.com. Kind Regards, Team Supplier Sales Anouk Roohé Mar 22, 2022 PDF page break MEETINGSELECT GENERAL TERMS & CONDITIONS 1.The venue agrees to respond to the RFP’s via https://supplier.meetingselect.com within 24 hours. Quotations not entered in the Meetingselect online booking platform will not be processed. Optional: If the venue wants Meetingselect to submit your proposal into the bookings platform a fee of €25,- excluding VAT will apply for meetings/groups and €10 excluding VAT for an individual hotel room. This fee will be charged per RFP. The above is also applicable for changes to an RFP. The amended proposal needs to be send through the bookings platform. 2. The venue is responsible for the accuracy of the quotations submitted in the booking platform. The rates and terms and conditions uploaded in the booking platform of Meetingselect are binding and leading. Contracted rates and conditions are applicable to the reservations. No rights can be derived from any other conditions that are uploaded as attachments into the Meetingselect platform. The venue indemnifies Meetingselect in respect of all third party claims on account of incorrectness of the submitted proposals 3. The venue is responsible for a correct listing on Meetingselect.com at https://supplier.meetingselect.com. The venue should add all information onto Meetingselect and also ensure that this information is up to date at all times. 4. Individual hotel rooms are booked through GDS or the Meetingselect hotel booking module. The rates offered may not exceed the Best Available Rates (BAR) at the time of booking. 5. The venue offers the best available rates at all times, or offers the contracted rates valid for specific clients of Meetingselect. 6. Meetingselect claims a commission of 10% on total actual costs for the net hotel room rate (exluding breakfast), meeting rooms, meeting packages and 8% on pre-booked F&B. Exception: For our customers where: - no commission is applicable, - has a rate cap on the commission, - whether an exception for event requests and complex bookings applies, you will be informed about the applicable commission or fee for each RFP request. It is not allowed to add the commission to the rates offered, it must be included in the rates offered.The agreed commission applies to Meetingselect BV and Hotelselect BV. 7. Meetingselect is not responsible for any dealings made with third parties listed on www.meetingselect.com (including advertisers) or participation in offers, promotions, including the delivery of and the payment for goods and /or services and any other terms & conditions, warranties or representations associated with such dealings, are solely between you and the advertiser or other listed third party site. Meetingselect will not be held liable or responsible for any part of activities undertaken, proposals, contracts, business practices and / or negotiations. 8. The clients of Meetingselect are not liable for any breach of its obligations under the signed agreement due to causes beyond the reasonable control of that party, including but not limited to, volcanic eruptions, earthquakes, power outages, war, armed conflict or terrorist attacks, epidemics, pandemics, cyber-attacks, riots or civil unrest, or force majeure (each a "force majeure"). Both Meetingselect as well as the venue will use reasonable efforts to inform the customer after identifying a case of force majeure knowledge. 9. If a meeting is cancelled or rescheduled and there are cancellation costs involved, the agreed commission agreement is applicable on the cancellation costs. This also applies if the venue is in direct contact with the booker. Hyatt Regency will pay no commission over cancellation or no shows. 10. Pharma and Finance Compliancy: If a competitor of the client of Meetingselect has a reservation in the same period, the venue must inform Meetingselect accordingly. If Meetingselect is not informed and the customer is forced to cancel the meeting, no cancellation fee will apply. 11. It is not permitted that the venue informs a booker or client that it is better to contact the venue directly for any reason whatsoever. You received the initial booking through Meetingselect and moreover it is often company policy to book through Meetingselect. Any such remark will undermine this comment. The first time the venue will break this policy you will receive a warning from Meetingselect. If this occurs a second time Meetingselect will dissolve the partnership with your venue. 12. In the event of an overbooking situation your venue agrees not to relocate our groups to another venue. If this is inevitable the responsibility and costs for the book-out is entirely for the venue PDF page break MEETINGSELECT PAYMENT CONDITIONS 1. For bookings made via Meetingselect, the venue is required to upload invoices in our platform. Invoices that are not uploaded in our platform will not be processed. For bookings for individual hotel rooms made through GDS, we would like to receive the invoice per email via administratie@hotelselect.com. 2. Payment is made via Meetingselect by invoice or a virtual credit card. This information can be found in the request. For hotel rooms booked through GDS you will receive an email from Hotelselect with more information about the payment. In the case the venue cannot process a credit card, Meetingselect can debit the credit card on behalf of the venue. Additional credit card charges or merchant fees are for the account of the venue. 3. Meetingselect and or clients of Meetingselect will not accept any prepayments. All invoices will be settled after the meeting. The following paymant conditions apply: -Bookings with revenue from 0 to 5K = No Deposit -Bookings with revenue from 5K to 10K = 50% Deposit -Bookings with revenue from 10K to 20K = 75% Deposit -Bookings 20K and above = 80/85% Deposit 4. The invoice will be uploaded in accordance with the agreed timelines and will also contain the relevant supporting documentation reasonably requested by Meetingselect. The Supplier does not invoice any costs to Meetingselect and the customer is not obliged to pay any costs that have not been correctly invoiced and uploaded within six months of the end of the period to which the costs relate. 5. The venue is obliged to divide the VAT on the invoice into deductible and non-reimbursable VAT. 6. The payment term is 45 days, unless otherwise contracted at a customer-specific level and provided that the customer has paid us the invoice and your invoice has been uploaded in our platform. 7. The payment for the commission is 45 days, unless other client-specific contracted agreements are made. If the agreed commission amount is not paid to Meetingselect within 45 days we will send you a written reminder. If we do not receive the full outstanding balance within the deadline set by us, we will transfer the debt to a collection agency. The collection costs arising therefrom, will be recovered from you. The venue commits to pay the commission invoices sent to the venue by Meetingselect per commission invoice. It is not allowed to bundle the commission amounts and to transfer multiple invoices at once. PDF page break Commission will be paid to Meetingselect whenever the invoice is fully paid. Otherwise it cannot be processed in our Hyatt system. OTHER PROVISIONS Health & Safety Your property has: 1. Relevant building certificates, safety and health certificates, which include a fully functional (and adequately maintained) fire, evacuation and safety system that complies with local regulations or legislation. 2. Assesses the risks annually by means of an HSSE risk inventory (or similar) that is updated at least once a year. 3. Documented plans and adequate resources to mitigate HSSE risks, including; (food) hygiene, pest control, safety, disaster management, crisis management and evacuation. Green Key label / Corporate Social Responsibility If your venue has a Green Key or Social Character (eg. PCO), you can indicate this in your profile. This makes you visible to our customers as a sustainable venue and you will appear in the search results with a specific sustainability filter. Changes Changes to the terms and conditions will be communicated to the venue in writing, accompanied by a copy of the new applicable provisions. In the event that the venue does not object in writing to the applicability to the current agreement(s) within one month of being sent, the new provisions will govern the current agreement(s). The following Privacy Statement applies to this agreement; https://www.meetingselect.com/en/Privacy-Policy The Netherlands ICT Conditions 2014 apply to all our offers and agreements. These conditions can be found here: https://www.meetingselect.com/nl-nl/general-conditions The agreement is for an indefinite period of time and valid after signing. If the venue wants to terminate the agreement, the venue should inform Meetingselect in writing. Meetingselect has a notice period of 2 months. The following attachments are an integral part of this Agreement: · NDA · PROCESSING AGREEMENT · CANCELLATION CONDITIONS PREFERRED PARTNER PROGRAM MEETINGSELECT We kindly ask you to return a signed copy of this agreement. Andaz Vienna Am Belvedere Andaz Vienna Am Belvedere Meetingselect BV Signature Select date Anouk Roohé Mar 22, 2022 PDF page break Groups up to 25 people: More than 28 calendar days before arrival 100% of the booking value can be cancelled free of charge. 27 - 14 calendar days before arrival 75% of the booked room rental, meeting packages, f&b and hotel accommodation can be cancelled free of charge. 13 - 7 calendar days before arrival 50% of the booked room rental, meeting packages, f&b and hotel accommodation can be cancelled free of charge 6 calendar days - 24 hours before arrival 25% of the booked room rental, meeting packages, f&b and hotel accommodation can be cancelled free of charge On the day of arrival 10% of the participants can be cancelled free of charge. Full Cancellation policy for 26-50 people and from 51 and above The cancellation policy below applies in the event that a group reservation is cancelled completely unless it has been explicitly staded otherwise agreed in writing. 1. In case of cancellation more than 6 months before the time when the first guest arrives under the terms of the contract, hereinafter called "the Commencement date", the client is obligated to pay a 25% of the turnover guarantee (non-refundble, good faith deposit) to the Hotel. 2. In case of cancellation between 6-3 months before the Commencement date, the client is obligated to pay a 50% of the turnover guarantee to the Hotel. 3. In case of cancellation between 3-2 months before the Commencement date, the client is obligated to pay a 70% of the turnover guarantee to the Hotel. 4. In case of cancellation between 2-1 months before the Commencement date, the client is obligated to pay a 90% of the turnover guarantee to the Hotel. 5. In case of cancellation less than 1 month before the Commencement date, the client is obligated to pay a 100% of the turnover guarantee to the Hotel. Attriotion Policy A Significant reduction (= more than 35% charge in number of rooms, compared to the original request) of blocked rooms and/or other Event services might lead by cancellation by the Hotel. In case of reduction of group accomidation and/or other contracted event services, the following allowence scale shall apply: 1. In case of a reduction more than 6 months before the Commencedent date, the client is allowed to reduce up to a maximum of 30% of the total number of rooms or number of guest or participants, free of charge. Reduction is only free when Turnover Guarentee is still met after the reduction. 2. In case of a reduction between 6 and 3 months before the Commencedent date, the client is allowed to reduce up to a maximum of 25% of the total number of rooms or number of guest or participants, free of charge. Reduction is only free when Turnover Guarentee is still met after the reduction. 3. In case of a reduction between 89 days and 60 days before the Commencedent date, the client is allowed to reduce up to a maximum of 20% of the total number of rooms or number of guest or participants, free of charge. Reduction is only free when Turnover Guarentee is still met after the reduction. 4. In case of a reduction between 59 days and 30 days before the Commencedent date, the client is allowed to reduce up to a maximum of 15% of the total number of rooms or number of guest or participants, free of charge. Reduction is only free when Turnover Guarentee is still met after the reduction. 5. In case of a reduction between 29 days and 14 days before the Commencedent date, the client is allowed to reduce up to a maximum of 10% of the total number of rooms or number of guest or participants, free of charge. Reduction is only free when Turnover Guarentee is still met after the reduction. 6. In case of a reduction between 13 days and 7 days before the Commencedent date, the client is allowed to reduce up to a maximum of 5% of the total number of rooms or number of guest or participants, free of charge. Reduction is only free when Turnover Guarentee is still met after the reduction. 7. Less than 6 days before the Commencement date, no further reductions are allowed. PDF page break MUTUAL NON-DISCLOSURE AGREEMENT This Mutual Non-Disclosure Agreement is made and entered as from the 22/3/2022, by and between Meetingselect BV, Rijksweg 81A, 1411 GE Naarden, The Netherlands (“Meetingselect”), and Andaz Vienna Am Belvedere Arsenalstraße 10 1100 Vienna Austria under the following terms and conditions: 1. NATURE AND PURPOSE The parties to this Agreement may engage in discussions or other communications regarding certain potential business arrangements and/or contractual relationships which may involve the disclosure of financial, proprietary, competitively sensitive, and/or market sensitive information, and/or contain trade secrets. The purpose of this Agreement is to define the parties’ rights and obligations with respect to such information. This Agreement does not obligate either party to disclose any information to the other or to enter into any other agreement or arrangement, nor shall it be construed as granting any rights by license or otherwise in any such information including, but not limited to, software or inventions of either party. Notwithstanding the disclosure of any such information, each party shall retain title and all intellectual property and proprietary rights in its disclosed information. Either party may by written notice to the other party terminate this Agreement at any time; provided, however, that the parties’ obligations under this Agreement shall survive the termination or expiration of this Agreement regardless of the manner of such termination. 2. CONFIDENTIAL INFORMATION Each party (the “Discloser”), may at its option, make available to the other party (the “Recipient”) confidential information including, without limitation, financial, proprietary, competitively sensitive, and market sensitive information, as well as trade secrets, know-how, source code, design documents, present and future technology, product development plans, price lists, marketing and any other information that is deemed by the Discloser as confidential (collectively, “Confidential Information”). As used in this Agreement, Confidential Information shall include only that data furnished, disclosed, or transmitted to the Recipient, whether disclosed orally or in writing, which is clearly identified by the Discloser as being confidential. Written information shall include a legend such as “Confidential”, “Proprietary” or the like. Oral disclosures deemed confidential by Discloser shall be followed up in a writing, with a non-confidential description of the Confidential Information disclosed and the date on which it took place, within thirty (30) days of the disclosure. Confidential Information shall not include any information which (a) is contained in a printed publication prior to the date of this Agreement; (b) is or becomes publicly known through no wrongful act or failure to act on the part of the Recipient; (c) is known or becomes known by the Recipient without any proprietary restrictions from a source other than the Discloser; (d) is independently developed by the Recipient without reference to the Confidential Information disclosed by the Discloser; or (e) is required to be disclosed by the Recipient to comply with applicable laws or regulations, or judicial or governmental order, provided that the Recipient provides ten (10) days prior written notice of such disclosure to the Discloser to afford the Discloser the opportunity to seek a protective order relating to such disclosure. 3. DEGREE OF CARE The Recipient agrees to receive and maintain Confidential Information in the strictest confidence and to safeguard the Confidential Information with the same degree of care as is used by the Recipient to protect its own confidential information, but in no event less than reasonable care. The Recipient agrees further not to use Confidential Information received from the Discloser for its own benefit or for a purpose other than as expressly set forth in this Agreement; or to disclose such information to third parties without the written consent of an authorized representative of the Discloser. 4. DISCLOSURE TO EMPLOYEES The Recipient further agrees to disclose the Confidential Information only to its directors, officers, employees, representatives, consultants, and agents who have a need to have access to and knowledge of the Confidential Information solely for the purposes authorized hereunder and who have executed a Non-disclosure Agreement with the Receiving Party that contains terms and conditions that are no less restrictive than those herein. 5. LEGAL ACTION REQUIRING DISCLOSURE Should the Recipient be faced with legal action to disclose Confidential Information received hereunder, the Recipient shall immediately notify the Discloser, and upon the request of the latter, shall cooperate with the Discloser in contesting such a disclosure. Except in connection with a failure to discharge responsibilities set forth in the preceding sentence, neither party shall be liable for any disclosures pursuant to judicial action or government regulations or for inadvertent disclosure where the appropriate degree of care has been exercised, provided that upon discovery of such inadvertent disclosure or use, it shall notify the Discloser and take all reasonable steps to prevent any further inadvertent disclosure or use. 6. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION The Recipient shall not make any additional copies of the Confidential Information without the prior written consent of the Discloser. The Recipient agrees that it will immediately cease use of and, within ten (10) days after written request by the Discloser, return or, at the Discloser’s sole discretion destroy, all documents and tangible materials in its possession which contain any Confidential Information disclosed to the Recipient by the Discloser. Upon request of the Discloser, the Recipient shall certify in writing that the Recipient has complied with the obligations set forth in this paragraph. 7. LIMITATION ON USE The Recipient shall use such Confidential Information only in connection with the evaluation and/or furtherance of a potential business relationship between the parties, and the Recipient shall make no other use or disclosure, in whole or in part, of any Confidential Information. However, nothing in this Agreement shall restrict the Discloser from using, disclosing, or disseminating its own Confidential Information in any way. 8. TERM This Agreement shall continue for a period of two (2) years from the effective date set forth above. The obligations imposed by this Agreement shall expire two (2) years from the date of last disclosure under this Agreement. 9. INJUNCTIVE RELIEF Each party acknowledges that unauthorized disclosure or use of Confidential Information provided by the Discloser may cause substantial harm and damage to the business of the Discloser which may be difficult to as certain and which may not be adequately compensated in damages at law. Therefore, the Recipient agrees that, in addition to all other remedies provided at law or in equity, the Discloser shall be entitled to seek injunctive relief hereunder. 10. VALIDITY In the event of the invalidity or unenforceability of any provision of this Agreement under applicable law, the parties agree that such invalidity or unenforceability shall not affect the validity or enforceability of the remaining portions of this Agreement. 11. ASSIGNMENT Neither this Agreement nor any right hereunder, shall be assignable by either party without the prior written consent of the other party, and any purported assignment without such consent shall be void. 12. EXPORT COMPLIANCE Neither party shall export, directly or indirectly, any technical data acquired from the other party pursuant to this Agreement or any product utilizing any such data to any country for which the European Union rules or the U.S. government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval. 13. DISCLAIMER OF WARRANTIES CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” WITH ALL FAULTS. IN NO EVENT SHALL THE DISCLOSER BE LIABLE FOR THE ACCURACY OR COMPLETENESS OF THE CONFIDENTIAL INFORMATION. None of the Confidential Information disclosed by the parties constitutes any representation, warranty, assurance, guarantee or inducement by either party to the other with respect to the infringement of trademarks, patents, copyrights or any right of third persons. 14. MISCELLANEOUS This Agreement shall be binding upon and inure to the benefit of the parties’ successors in interest. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and shall supersede all previous or contemporaneous communications, representations, understandings, and agreements, either oral or written, between the parties or any officials or representatives thereof. This Agreement may not be changed or modified except by a written agreement signed by the parties hereto or by their successors in interest. This Agreement shall be construed and enforced in accordance with the laws of The Netherlands, without regard to its conflict of laws principles. The courts of Amsterdam, The Netherlands, have exclusive jurisdiction to settle any dispute arising from or connected with this Agreement, including a dispute regarding the existence, validity, or termination of this Agreement or the consequences of its nullity. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. Andaz Vienna Am Belvedere Signature: Name: Andaz Vienna Am Belvedere Title: Signature MEETINGSELECT BV Martin Bergonje CEO PDF page break PDF page break Data Processing Agreement with Meetingselect BV PARTIES: A (Responsible) NAME: MEETINGSELECT B.V. CONTACT PERSON: MARTIN BERGONJE Contact details: M.bergonje@meetingselect.com +31 (0)35 678 1183 B (Processor) Andaz Vienna Am Belvedere Andaz Vienna Am Belvedere vienna@andaz.com +43 1 20577441234 GENERAL DESCRIPTION: PARTY A, AS THE CONTROLLER, HAS PERSONAL DATA AND SHARES IT WITH THE PROCESSOR. THE SUBJECT OF THE PROCESSING IS THE MEETINGSELECT BOOKING SOFTWARE. THE PURPOSE OF THE PROCESSING IS TO MAKE RESERVATIONS FOR MEETINGS. THE CATEGORIES OF DATA SUBJECTS (THE GROUPS OF PEOPLE TO WHOM THE PERSONAL DATA RELATES) ARE: (1) PERSONS FOR WHOM THE BOOKING IS MADE; AND (2) EMPLOYEES OF CONTROLLER WHO MAKE THE BOOKING. THE TYPE OF PERSONAL DATA SHARED: (1) FIRST NAME, LAST NAME, EMPLOYER, TELEPHONE NUMBER, EMAIL ADDRESS, OTHER PERSONAL DATA STATED IN THE FREE ENTRY FIELD. (2) ACCOUNT DATA (AT LEAST FIRST NAME, LAST NAME, USERNAME, GENDER, EMAIL ADDRESS, TELEPHONE NUMBER), USAGE DATA (AT LEAST LOGIN MOMENTS, ACTIONS PERFORMED WITH ACCOUNT, IP ADDRESS) AND DEVICE DATA (AT LEAST BROWSER TYPE, MAC ADDRESS) PROCESSING STARTS ON22/3/2022 AND CONTINUES AS LONG AS THE MAIN AGREEMENT (OR AN EXTENSION THEREOF) APPLIES. AGREED POINTS: BOTH PARTIES ARE AWARE OF THE GENERAL DATA PROTECTION REGULATION AND WILL MAKE JOINT EFFORTS TO COMPLY WITH ALL LEGAL REQUIREMENTS. PROCESSOR WILL IN ANY CASE ADHERE TO THE FOLLOWING POINTS: 1. THE PROCESSING TAKES PLACE EXCLUSIVELY ON THE BASIS OF THE WRITTEN INSTRUCTIONS OF THE CONTROLLER. 2. PROCESSOR MAY NOT USE THE PERSONAL DATA FOR ITS OWN PURPOSES. 3. PERSONS EMPLOYED BY OR WORKING FOR THE PROCESSOR WHO COME INTO CONTACT WITH THE RELEVANT DATA HAVE A DUTY OF CONFIDENTIALITY. 4. PROCESSOR TAKES APPROPRIATE TECHNICAL AND ORGANIZATIONAL MEASURES SO THAT THE PROCESSING MEETS THE REQUIREMENTS OF THE GDPR AND THE PROTECTION OF THE RIGHTS OF THE DATA SUBJECTS ARE GUARANTEED. (SEE NEXT SECTION) 5. PROCESSOR DOES NOT ENGAGE SUB-PROCESSOR(S) WITHOUT PRIOR WRITTEN PERMISSION FROM/OR AGREEMENT WITH CONTROLLER. 6. THE PROCESSOR LAYS DOWN THE SAME OBLIGATIONS TO A SUB-PROCESSOR IN A SUB-PROCESSOR AGREEMENT AS IN THIS AGREEMENT. 7. IN THE EVENT OF NON-COMPLIANCE WITH THE SUB-PROCESSOR'S OBLIGATIONS, THE PROCESSOR IS STILL LIABLE FOR THE FULFILLMENT OF OBLIGATIONS TO THE CONTROLLER. 8. PROCESSOR HELPS TO COMPLY WITH THE CONTROLLER'S OBLIGATIONS WHEN DATA SUBJECTS EXERCISE THEIR PRIVACY RIGHTS (SUCH AS THE RIGHT OF ACCESS, CORRECTION, OBLIVION AND DATA PORTABILITY). PROCESSOR DOES NOT CHARGE MORE THAN REASONABLE COSTS FOR THIS (MAX. € 100 PER HOUR FOR DIRECT HOURS ONLY) 9. PROCESSOR HELPS TO COMPLY WITH THE OBLIGATIONS REGARDING THE OBLIGATION TO REPORT DATA LEAKS. THIS MEANS THAT THE PROCESSOR IMMEDIATELY REPORTS POSSIBLE DATA LEAKS TO THE CONTROLLER AND COOPERATES WITH THE INVESTIGATION/ANALYSIS. PROCESSOR DOES NOT HAVE TO REPORT TO THE AP (PERSONAL DATA AUTHORITY), THE CONTROLLER DOES THIS. PROCESSOR DOES NOT CHARGE ANY COSTS FOR HANDLING POSSIBLE DATA LEAKS THAT OCCUR AT PROCESSOR. 10. PROCESSOR HELPS TO COMPLY WITH THE OBLIGATIONS REGARDING DATA PROTECTION IMPACT ASSESSMENTS (DPIAS). THE PROCESSOR WILL NOT CHARGE MORE THAN REASONABLE COSTS FOR THIS (MAX. € 100 PER HOUR FOR DIRECT HOURS ONLY). 11. PROCESSOR COOPERATES IN AUDITS BY CONTROLLER OR A THIRD PARTY ENGAGED BY CONTROLLER. PROCESSOR MAKES ALL RELEVANT INFORMATION AVAILABLE TO CHECK WHETHER PROCESSOR COMPLIES WITH THE OBLIGATIONS REFERRED TO IN THIS AGREEMENT 12. AFTER THE PROCESSING SERVICES HAVE ENDED, THE PROCESSOR WILL DELETE THE DATA (OR RETURN IT TO THE CONTROLLER), UNLESS IT IS LEGALLY OBLIGED TO KEEP IT. THIS WILL HAPPEN AS SOON AS POSSIBLE BUT IN ANY CASE WITHIN FOUR WEEKS AFTER THE END OF THE PROCESSING SERVICES. 13. PROCESSOR MAY NOT PROCESS THE DATA OUTSIDE ORGANIZATIONS/COUNTRIES THAT OFFER AT LEAST AS MANY GUARANTEES AS THE EUROPEAN UNION, UNLESS OTHERWISE AGREED IN WRITING. Overview of security measures PROCESSOR WILL APPLY AT LEAST THE FOLLOWING MEASURES: - A SECURITY VERIFIED CERTIFIED INFORMATION SECURITY MANAGEMENT SYSTEM (ISMS) WITH ANNUAL REVIEW; - A PERMANENT INFORMATION SECURITY TEAM; - PHYSICAL SECURITY OF THE PREMISES AND SERVERS; - USE OF HTTPS; - ENCRYPTION OF PERSONAL DATA; - INCIDENT PROCEDURES; - A CONFIDENTIALITY AGREEMENT FOR EMPLOYEES. SIGNATURE PROVIDED THAT THE CONTENT HAS NOT BEEN CHANGED BY THE CONTROLLER, THIS PROCESSING AGREEMENT WILL COME INTO EFFECT AS SOON AS IT IS PROVIDED WITH A DATE AND THE NAME, POSITION AND SIGNATURE OF A PERSON AUTHORIZED TO SIGN WITHIN YOUR ORGANIZATION. Name: Date: City: Signature: Select date Signature PDF page break PDF page break Download latest revision All revisions uploaded back into PandaDoc are stored here to view and download. ALL ATTACHMENTS WILL BE STORED HERE AND CAN BE DOWNLOADED. Download all ATTACHED BY SENDER Documents: 1 Basic Agreement Meetingselect - Andaz Vienna Am Belvedere 8 PAGES 1 Meetingselect BV Stephan Baresel Rijksweg 81a 1411 GE Naarden Netherlands Andaz Vienna Am Belvedere Andaz Vienna Am Belvedere Arsenalstraße 10 1100 Vienna Austria Naarden, Mar 22, 2022 Re: Cooperation Meetingselect Dear Andaz Vienna, Meetingselect is active in the Netherlands for 14 years already and we are the booking partner for many corporate companies and governments. Meetingselect is the fastest growing online booking platform for meetings and groups. You will receive online requests for meetings and events and keep in direct contact with the meeting planners. National and International companies have implemented Meetingselect as their own online meeting management solution and thousands of RFP’s are distributed through our channel. Our software is used in the hospitality market and many leading International hotel chains and special venues work with our online booking platform. In the last years we have already requested and/or booked business for our clients at your venue. We would like to extend our cooperation further for the coming years and therefore we would like to make fixed agreements with your venue. We strive to further extend our cooperation with you as a venue (chain) and in this way we would like to bring you more volume of business. In order to ensure that the entire booking process runs smoothly for you as a venue and for us as an intermediary, we want to set up a contract with you. This means that we would like to ask you to indicate in our platform whether you agree with our conditions in the 'terms & conditions' tab and the commission percentages must be entered in the 'commission' tab. The other tabs do not have to be filled in, these are for the prices. If you would like you may fill this in as well. These rates will be shown in every proposal and will save time when filling in proposals. Important information: * If your venue can agree to the Meetingselect conditions, your venue will receive a higher ranking and you will become a preferred partner of Meetingselect. This will be shown to our customers by means of a special logo. * Adjustments to the Terms and Conditions will be communicated to the venue in writing. In case the venue does not object in writing within one month of dispatch the new conditions will be applicable. We are looking forward to a very constructive cooperation and in case you have any further questions, please do not hesitate to contact us at supplier@meetingselect.com. Kind Regards, Team Supplier Sales Anouk Roohé Mar 22, 2022 PDF page break 2 MEETINGSELECT GENERAL TERMS & CONDITIONS 1.The venue agrees to respond to the RFP’s via https://supplier.meetingselect.com within 24 hours. Quotations not entered in the Meetingselect online booking platform will not be processed. Optional: If the venue wants Meetingselect to submit your proposal into the bookings platform a fee of €25,- excluding VAT will apply for meetings/groups and €10 excluding VAT for an individual hotel room. This fee will be charged per RFP. The above is also applicable for changes to an RFP. The amended proposal needs to be send through the bookings platform. 2. The venue is responsible for the accuracy of the quotations submitted in the booking platform. The rates and terms and conditions uploaded in the booking platform of Meetingselect are binding and leading. Contracted rates and conditions are applicable to the reservations. No rights can be derived from any other conditions that are uploaded as attachments into the Meetingselect platform. The venue indemnifies Meetingselect in respect of all third party claims on account of incorrectness of the submitted proposals 3. The venue is responsible for a correct listing on Meetingselect.com at https://supplier.meetingselect.com. The venue should add all information onto Meetingselect and also ensure that this information is up to date at all times. 4. Individual hotel rooms are booked through GDS or the Meetingselect hotel booking module. The rates offered may not exceed the Best Available Rates (BAR) at the time of booking. 5. The venue offers the best available rates at all times, or offers the contracted rates valid for specific clients of Meetingselect. 6. Meetingselect claims a commission of 10% on total actual costs for the net hotel room rate (exluding breakfast), meeting rooms, meeting packages and 8% on pre-booked F&B. Exception: For our customers where: - no commission is applicable, - has a rate cap on the commission, - whether an exception for event requests and complex bookings applies, you will be informed about the applicable commission or fee for each RFP request. It is not allowed to add the commission to the rates offered, it must be included in the rates offered.The agreed commission applies to Meetingselect BV and Hotelselect BV. 7. Meetingselect is not responsible for any dealings made with third parties listed on www.meetingselect.com (including advertisers) or participation in offers, promotions, including the delivery of and the payment for goods and /or services and any other terms & conditions, warranties or representations associated with such dealings, are solely between you and the advertiser or other listed third party site. Meetingselect will not be held liable or responsible for any part of activities undertaken, proposals, contracts, business practices and / or negotiations. 8. The clients of Meetingselect are not liable for any breach of its obligations under the signed agreement due to causes beyond the reasonable control of that party, including but not limited to, volcanic eruptions, earthquakes, power outages, war, armed conflict or terrorist attacks, epidemics, pandemics, cyber-attacks, riots or civil unrest, or force majeure (each a "force majeure"). Both Meetingselect as well as the venue will use reasonable efforts to inform the customer after identifying a case of force majeure knowledge. 9. If a meeting is cancelled or rescheduled and there are cancellation costs involved, the agreed commission agreement is applicable on the cancellation costs. This also applies if the venue is in direct contact with the booker. Hyatt Regency will pay no commission over cancellation or no shows. 10. Pharma and Finance Compliancy: If a competitor of the client of Meetingselect has a reservation in the same period, the venue must inform Meetingselect accordingly. If Meetingselect is not informed and the customer is forced to cancel the meeting, no cancellation fee will apply. 11. It is not permitted that the venue informs a booker or client that it is better to contact the venue directly for any reason whatsoever. You received the initial booking through Meetingselect and moreover it is often company policy to book through Meetingselect. Any such remark will undermine this comment. The first time the venue will break this policy you will receive a warning from Meetingselect. If this occurs a second time Meetingselect will dissolve the partnership with your venue. 12. In the event of an overbooking situation your venue agrees not to relocate our groups to another venue. If this is inevitable the responsibility and costs for the book-out is entirely for the venue PDF page break 3 MEETINGSELECT PAYMENT CONDITIONS 1. For bookings made via Meetingselect, the venue is required to upload invoices in our platform. Invoices that are not uploaded in our platform will not be processed. For bookings for individual hotel rooms made through GDS, we would like to receive the invoice per email via administratie@hotelselect.com. 2. Payment is made via Meetingselect by invoice or a virtual credit card. This information can be found in the request. For hotel rooms booked through GDS you will receive an email from Hotelselect with more information about the payment. In the case the venue cannot process a credit card, Meetingselect can debit the credit card on behalf of the venue. Additional credit card charges or merchant fees are for the account of the venue. 3. Meetingselect and or clients of Meetingselect will not accept any prepayments. All invoices will be settled after the meeting. The following paymant conditions apply: -Bookings with revenue from 0 to 5K = No Deposit -Bookings with revenue from 5K to 10K = 50% Deposit -Bookings with revenue from 10K to 20K = 75% Deposit -Bookings 20K and above = 80/85% Deposit 4. The invoice will be uploaded in accordance with the agreed timelines and will also contain the relevant supporting documentation reasonably requested by Meetingselect. The Supplier does not invoice any costs to Meetingselect and the customer is not obliged to pay any costs that have not been correctly invoiced and uploaded within six months of the end of the period to which the costs relate. 5. The venue is obliged to divide the VAT on the invoice into deductible and non-reimbursable VAT. 6. The payment term is 45 days, unless otherwise contracted at a customer-specific level and provided that the customer has paid us the invoice and your invoice has been uploaded in our platform. 7. The payment for the commission is 45 days, unless other client-specific contracted agreements are made. If the agreed commission amount is not paid to Meetingselect within 45 days we will send you a written reminder. If we do not receive the full outstanding balance within the deadline set by us, we will transfer the debt to a collection agency. The collection costs arising therefrom, will be recovered from you. The venue commits to pay the commission invoices sent to the venue by Meetingselect per commission invoice. It is not allowed to bundle the commission amounts and to transfer multiple invoices at once. PDF page break 4 Commission will be paid to Meetingselect whenever the invoice is fully paid. Otherwise it cannot be processed in our Hyatt system. 5 OTHER PROVISIONS Health & Safety Your property has: 1. Relevant building certificates, safety and health certificates, which include a fully functional (and adequately maintained) fire, evacuation and safety system that complies with local regulations or legislation. 2. Assesses the risks annually by means of an HSSE risk inventory (or similar) that is updated at least once a year. 3. Documented plans and adequate resources to mitigate HSSE risks, including; (food) hygiene, pest control, safety, disaster management, crisis management and evacuation. Green Key label / Corporate Social Responsibility If your venue has a Green Key or Social Character (eg. PCO), you can indicate this in your profile. This makes you visible to our customers as a sustainable venue and you will appear in the search results with a specific sustainability filter. Changes Changes to the terms and conditions will be communicated to the venue in writing, accompanied by a copy of the new applicable provisions. In the event that the venue does not object in writing to the applicability to the current agreement(s) within one month of being sent, the new provisions will govern the current agreement(s). The following Privacy Statement applies to this agreement; https://www.meetingselect.com/en/Privacy-Policy The Netherlands ICT Conditions 2014 apply to all our offers and agreements. These conditions can be found here: https://www.meetingselect.com/nl-nl/general-conditions The agreement is for an indefinite period of time and valid after signing. If the venue wants to terminate the agreement, the venue should inform Meetingselect in writing. Meetingselect has a notice period of 2 months. The following attachments are an integral part of this Agreement: · NDA · PROCESSING AGREEMENT · CANCELLATION CONDITIONS PREFERRED PARTNER PROGRAM MEETINGSELECT We kindly ask you to return a signed copy of this agreement. Andaz Vienna Am Belvedere Andaz Vienna Am Belvedere Meetingselect BV Signature Select date Anouk Roohé Mar 22, 2022 PDF page break 6 7 8