gonomi — Terms & Conditions

Preamble

These Terms and Conditions (the “Terms”) govern the relationship between CSB II Holding B.V., a private limited company incorporated under the laws of the Netherlands, having its registered office in the Netherlands, registered with the Dutch Chamber of Commerce under number 90012135 and VAT number NL865181883B01 (“gonomi”, “we”, “us” or “our”), and the hotel, accommodation provider or hospitality operator that enters into an Order Form with gonomi (the “Hotel”, “you” or “your”). gonomi and the Hotel are each referred to as a “Party” and together as the “Parties”.

gonomi operates a hospitality experience platform that enables hotels to offer, recommend and facilitate bookings of local experiences, tours, activities, transfers, dining reservations and related third-party services (the “Experiences”) to their guests, primarily through conversational interfaces such as WhatsApp (the “Platform”). By signing an Order Form referencing these Terms, the Hotel accepts and agrees to be bound by these Terms.

1. Definitions

In these Terms, capitalised terms have the meanings set out below:

• (a)“Agreement” means these Terms together with the applicable Order Form and any schedules, annexes or policies referenced therein.
• (b)“Booking” means a confirmed reservation of an Experience made by a Guest through the Platform or facilitated by the Hotel using the Platform.
• (c)“Commission” means the fee payable to gonomi in respect of each Booking, as specified in the Order Form.
• (d)“Confidential Information” means any non-public information disclosed by one Party to the other, whether orally, in writing or by any other means, that is marked as confidential or that a reasonable person would understand to be confidential.
• (e)“Guest” means any natural person who is a guest of the Hotel and who uses or benefits from the Platform.
• (f)“Guest Data” means personal data relating to Guests that is processed via the Platform.
• (g)“Gross Booking Value” means the total amount payable by the Guest for a Booking, inclusive of VAT and any applicable taxes, but exclusive of tips and voluntary gratuities.
• (h)“Order Form” means the written agreement signed by both Parties specifying commercial terms, including Commission rates, payment flow, term and any Hotel-specific arrangements.
• (i)“Supplier” means a third-party provider of Experiences listed or bookable via the Platform.

2. The Platform and Services

2.1 gonomi grants the Hotel, for the duration of the Agreement, a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform for the purpose of offering Experiences to its Guests.

2.2 The Platform may be accessed through WhatsApp, a web interface and such other channels as gonomi makes available from time to time. gonomi may update, modify or enhance the Platform at its discretion, provided that such changes do not materially degrade the functionality relied upon by the Hotel.

2.3 gonomi is an intermediary between Hotels, Guests and Suppliers. Experiences are provided by Suppliers, and gonomi does not itself perform the Experiences. gonomi makes reasonable efforts to curate Suppliers for quality and reliability but does not warrant the performance of any Supplier.

2.4 gonomi will provide reasonable support to the Hotel during normal business hours (Central European Time, Monday to Friday, excluding Dutch public holidays) via email or such other channels as gonomi designates.

3. Hotel Obligations

3.1 The Hotel shall:

• (a) use the Platform only for lawful purposes and in accordance with this Agreement;
• (b) designate authorised personnel (such as general managers, front office or concierge staff) to operate the Platform and ensure such personnel comply with these Terms;
• (c)not attempt to reverse-engineer, copy, resell, sublicense or white-label the Platform to third parties without gonomi’s prior written consent;
• (d) provide accurate information regarding its property, available Experiences it wishes to promote, and any Hotel-specific arrangements required for operations;
• (e)not circumvent the Platform by directing Guests who have been introduced to an Experience via gonomi to book that Experience outside the Platform for the purpose of avoiding Commission (the “Non-Circumvention Obligation”). The Non-Circumvention Obligation survives termination for a period of twelve (12) months in respect of Suppliers first introduced to the Hotel through the Platform.

4. Commercial Terms and Payment

4.1 In consideration of the Platform, the Hotel agrees that gonomi is entitled to a Commission on each Booking, calculated on the Gross Booking Value at the rate specified in the Order Form.

4.2 The Platform operates on a commission-only basis. No subscription or software licence fee is payable unless expressly agreed in the Order Form.

4.3 The payment flow for each Booking — including whether gonomi, the Hotel or the Supplier collects payment from the Guest — is determined on a per-Experience or per-Supplier basis and will be documented in the Order Form or separately agreed in writing. The following principles apply:

• (a) Where gonomi collects payment from the Guest, gonomi shall remit the net amount (Gross Booking Value less Commission and any applicable payment processing fees) to the Hotel or Supplier, as applicable, within thirty (30) days of the end of the calendar month in which the Experience was delivered.
• (b) Where the Hotel collects payment from the Guest (for example by adding the Experience to the room bill), the Hotel shall remit the Commission to gonomi within thirty (30) days of receipt of an invoice from gonomi.
• (c) Where the Supplier collects payment directly from the Guest, gonomi shall invoice the Hotel or the Supplier for the Commission in accordance with the Order Form, payable within thirty (30) days of the invoice date.

4.4 All amounts are exclusive of VAT, which, where applicable, will be added at the prevailing rate.

4.5 Overdue amounts accrue statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code from the due date until payment in full, without further notice of default being required. gonomi may also recover reasonable costs of collection.

4.6 gonomi may, on reasonable notice, set off any amounts owed by the Hotel against amounts owed by gonomi to the Hotel.

5. Bookings, Cancellations and Refunds

5.1 Each Booking is subject to the cancellation and refund policy of the relevant Supplier, which will be communicated to the Guest before the Booking is confirmed.

5.2 Commission is earned on confirmed Bookings. Where a Booking is cancelled in accordance with the applicable cancellation policy and the Guest receives a full refund, no Commission is payable; where the Guest receives a partial refund, Commission is payable on the non-refunded portion.

5.3 Disputes between Guests and Suppliers regarding the delivery or quality of an Experience are to be resolved between those parties. gonomi may, at its discretion, assist in facilitating resolution but assumes no liability for the performance of Experiences.

6. Data Protection and Privacy

6.1Each Party shall comply with its respective obligations under applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and the Dutch GDPR Implementation Act (“UAVG”).

6.2 In respect of Guest Data processed on the Platform in connection with Bookings made by Guests, the Parties act as independent controllers, each determining the purposes and means of their respective processing activities.

6.3Where gonomi processes personal data on behalf of the Hotel (for example, in configuring the Platform for the Hotel’s operations), the Parties shall enter into a data processing agreement in accordance with Article 28 GDPR.

6.4 Each Party shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, and shall notify the other Party without undue delay of any personal data breach relevant to the Agreement.

6.5gonomi’s processing of personal data in respect of Guests and Hotel personnel is further described in the gonomi Privacy Statement, available at the gonomi website.

7. Intellectual Property

7.1 All intellectual property rights in and to the Platform, including software, algorithms, conversational flows, designs, documentation and the gonomi name and marks, are and remain the exclusive property of gonomi or its licensors.

7.2 Nothing in this Agreement transfers ownership of any intellectual property rights to the Hotel. The Hotel is granted only the limited right to use the Platform as set out in Clause 2.

7.3The Hotel retains ownership of its own brand, trademarks, content and property data. The Hotel grants gonomi a non-exclusive, royalty-free licence to use the Hotel’s name, logo and property information solely for the purpose of operating the Platform and, subject to the Hotel’s prior written consent (not to be unreasonably withheld), for marketing references such as case studies or a customer list.

7.4 Any feedback, suggestions or ideas provided by the Hotel regarding the Platform may be used by gonomi without restriction and without any obligation or compensation.

8. Confidentiality

8.1 Each Party shall keep Confidential Information of the other Party confidential and shall not use it other than for the purposes of performing this Agreement.

8.2 The obligations in Clause 8.1 do not apply to information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was lawfully known to the receiving Party prior to disclosure; (iii) is independently developed without reference to the Confidential Information; or (iv) must be disclosed by law or binding order, in which case the receiving Party shall, where legally permitted, give prior notice to the disclosing Party.

8.3 The confidentiality obligations survive termination of the Agreement for a period of three (3) years.

9. Warranties and Disclaimers

9.1 Each Party warrants that it has the authority to enter into this Agreement and that its performance will not violate any obligation owed to a third party.

9.2gonomi provides the Platform on an “as is” and “as available” basis. Save as expressly set out in this Agreement, gonomi makes no warranties, express or implied, including as to merchantability, fitness for a particular purpose, uninterrupted availability or error-free operation.

9.3 gonomi does not warrant the quality, safety, legality, accuracy or performance of any Experience or Supplier. The Hotel acknowledges that Suppliers are independent third parties and that gonomi is not responsible for their acts or omissions.

10. Limitation of Liability

10.1 Neither Party excludes or limits its liability for: (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be lawfully excluded or limited under Dutch law.

10.2Subject to Clause 10.1, gonomi’s aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total Commission received by gonomi from the Hotel in the twelve (12) months preceding the event giving rise to the claim, or, if the Agreement has been in force for less than twelve months, the Commission received during that shorter period.

10.3 Subject to Clause 10.1, in no event shall either Party be liable for indirect, incidental, special, consequential or punitive damages, loss of profits, loss of revenue, loss of goodwill, loss of anticipated savings, or loss or corruption of data, regardless of whether such loss was foreseeable or the Party was advised of the possibility thereof.

11. Indemnification

11.1The Hotel shall indemnify, defend and hold harmless gonomi from and against any third-party claims, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of: (i) the Hotel’s breach of this Agreement; (ii) the Hotel’s violation of applicable laws; or (iii) claims brought by Guests arising from the Hotel’s acts or omissions, except to the extent caused by gonomi’s breach or negligence.

12. Term and Termination

12.1The initial term of the Agreement and the applicable notice period for termination for convenience are as set out in the Order Form. Where the Order Form is silent, the Agreement continues for an indefinite term, terminable by either Party on one (1) month’s written notice.

12.2 Either Party may terminate the Agreement with immediate effect by written notice if the other Party:

• (a) commits a material breach of the Agreement which is not capable of remedy, or is capable of remedy and is not remedied within thirty (30) days of written notice;
• (b) becomes insolvent, is the subject of a bankruptcy petition, is placed under moratorium of payments, enters into liquidation (other than for the purposes of a solvent reorganisation), or is unable to pay its debts as they fall due.

12.3On termination: (i) the Hotel’s right to access and use the Platform ceases; (ii) all accrued but unpaid Commission becomes immediately due and payable; and (iii) each Party shall return or destroy the other’s Confidential Information, save that each Party may retain copies required by law or reasonable internal record-keeping.

12.4 Clauses which by their nature are intended to survive termination (including Clauses 3.1(e), 4.5, 6, 7, 8, 10, 11 and 14) shall so survive.

13. Changes to the Terms

13.1gonomi may amend these Terms from time to time. gonomi will provide the Hotel with at least thirty (30) days’ prior written notice of any material change.

13.2 If the Hotel objects to a material change, the Hotel may terminate the Agreement by written notice before the change takes effect. Continued use of the Platform after the effective date constitutes acceptance of the amended Terms.

14. General

14.1 Assignment.The Hotel may not assign or transfer its rights or obligations under this Agreement without gonomi’s prior written consent. gonomi may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

14.2 Entire Agreement. This Agreement, together with the Order Form, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements, representations and understandings.

14.3 Order of Precedence. In the event of a conflict between these Terms and an Order Form, the Order Form prevails to the extent of the conflict.

14.4 No Partnership. Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship between the Parties. Neither Party has authority to bind the other.

14.5 Force Majeure. Neither Party is liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemics, power or telecommunications failures, or acts of government.

14.6 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions continue in full force and effect, and the Parties shall negotiate in good faith a valid provision that most closely reflects the intent of the original.

14.7 Notices. Notices must be in writing and sent to the address set out in the Order Form, by email (with confirmation of receipt) or by registered post. Notices to gonomi shall be sent to founders@getnomi.nl (or such other address as gonomi notifies).

14.8 Waiver. No failure or delay by a Party in exercising a right constitutes a waiver of that right.

15. Governing Law and Jurisdiction

15.1 This Agreement is governed by the laws of the Netherlands, excluding its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands, without prejudice to either Party’s right to seek injunctive or other equitable relief in any competent court.

Acceptance

These Terms are accepted by the Hotel upon execution of the Order Form that references them.

CSB II Holding B.V.
KvK 90012135 · BTW NL865181883B01