2.1 Following the Commencement Date, the parties may agree Work Orders in writing. Each Work Order must be signed by both parties to become binding and shall form part of this Agreement and not a separate contract.

2.2 In consideration of the Charges, ZeenDeal shall provide the Services from the dates specified in the relevant Work Order and shall perform them with reasonable care, skill and diligence in accordance with industry standards.

2.3 ZeenDeal does not warrant that the Services will be uninterrupted or error-free, or that they will meet all of the Hotel’s requirements. ZeenDeal shall not be responsible for delays, delivery failures or any other loss or damage resulting from the transfer of data over communications networks, including the internet. The correction or substitution of any non-conforming Service shall be the Hotel’s sole and exclusive remedy except as provided in Clause 2.4.

2.4 ZeenDeal remains solely responsible for maintaining its software and delivering its Services, including after the testing process, and for any problems, delays or losses arising directly from the failure of its own software.

3.1 Within seven (7) days after installation, the Hotel shall test the Software and website against reasonable acceptance tests notified by ZeenDeal. If any part fails, ZeenDeal shall promptly investigate and use reasonable endeavours to rectify the faults so that the tests can be repeated. Acceptance shall occur when the Software satisfies the acceptance criteria.

3.2 If the Software fails the acceptance tests at the first attempt or any subsequent retest, the Hotel may terminate this Agreement immediately by written notice, without prejudice to any other remedies available, and ZeenDeal shall promptly refund any Charges already paid that relate to the deficient Software.

The Hotel shall:

• Cooperate with ZeenDeal in all matters relating to the Services;
• Provide accurate, complete and timely materials and information;
• Permit ZeenDeal to use the Hotel’s name, logos and images for the purpose of delivering and promoting the Services;
• Obtain and maintain all necessary permissions and consents before commencement of the Services;
• Provide ZeenDeal with access to information, systems and personnel reasonably required to perform the Services;
• Direct Rate Parity: Maintain public and member rates on all metasearch platforms at least AED 10 more favourable than any rate offered to OTAs and maintain compliance for maximum campaign visibility;
• Remain solely responsible for its own telecommunications and network connections and any resulting losses; and
• Process all amendments and cancellations of bookings made through the Software within the Software or notify ZeenDeal accordingly.

5.1 The Hotel shall pay ZeenDeal according to the commission model selected in the applicable Work Order, excluding VAT. Commission shall be calculated on net room rates excluding taxes and including any extras or add-ons, based on paid and stayed reservations. Any bank transfer charges or payment gateway fees shall be borne by the Hotel.

5.2 ZeenDeal shall issue invoices in AED for the previous billing period within the first five (5) working days of each month, provided that the Hotel completes reconciliation within the first four (4) days. The Hotel pays each invoice within 30 days of receipt to the bank account ZeenDeal nominates in writing, via electronic bank transfer, or via cash or cheque deposit through the assigned bank machines for local transfers within the UAE.

5.3 If the Hotel fails to pay any invoice by its due date, ZeenDeal may suspend the Services until payment is received, without prejudice to any other rights or remedies.

6.1 The Hotel’s website, data and domain name shall remain the property of the Hotel. The Hotel grants ZeenDeal a royalty-free, non-exclusive licence to use the Hotel Data and Hotel Materials during the term of this Agreement solely for the purpose of providing the Services. Each party shall comply with applicable data protection laws where personal data is involved.

6.2 ZeenDeal and its licensors shall retain ownership of all Intellectual Property Rights in the Software and any improvements, enhancements or outputs generated through the Services (“Derived IP”). ZeenDeal grants the Hotel a non-exclusive, revocable licence to use such Software solely for the purpose of receiving the Services during the term of this Agreement. The Hotel retains ownership of its Hotel Materials and warrants that such materials do not infringe any third-party rights. The Hotel shall indemnify ZeenDeal against any claims arising from such infringement.

6.3 Each party shall keep confidential all confidential information concerning the other party’s business, customers and suppliers and shall not disclose such information except as required for the performance of this Agreement or by law.

The Services may include integrations with third-party products and services that are supplied under separate terms and conditions. ZeenDeal shall not be responsible for any modifications, interruptions, failures or limitations relating to such third-party products and may suspend, replace, remove or disable them at its discretion without liability.

8.1 To the maximum extent permitted by law, all implied warranties, conditions and representations are excluded. The Services are provided on an “as is” basis and the Hotel remains solely responsible for the results obtained from their use.

8.2 ZeenDeal shall not be liable for any indirect, incidental, punitive, special or consequential damages, including loss of revenue, profit, goodwill, business opportunities or data. ZeenDeal shall not be liable to Customers or third parties for claims relating to reservations, the Hotel’s failure to honour reservations, the use of the Hotel’s premises or services, personal injury, property damage or any other loss.

9.1 This Agreement shall commence on the Commencement Date and shall automatically renew unless terminated. Either party may terminate this Agreement by providing thirty (30) days’ written notice. Failure to provide the required notice, except in cases of natural calamity or declared bankruptcy, shall result in a penalty of USD 10,000.

9.2 Either party may terminate this Agreement immediately if the other party commits a material breach which cannot be remedied or fails to remedy a breach within seven (7) days after receiving written notice. Failure to pay Charges shall constitute a material breach.

9.3 Upon termination or expiry, all Work Orders shall terminate automatically. The Hotel shall immediately pay all outstanding invoices, including any Services rendered but not yet invoiced. All licences granted by ZeenDeal shall cease upon termination.

Direct-Booking Performance: The minimum period to achieve maximum direct-booking potential shall be measured over periods of 0–3 months, 3–6 months and 6–12 months, provided the Hotel maintains rates at least AED 10 below those offered to OTAs. Performance reviews shall be conducted monthly with the Hotel’s General Manager or appointed representative and Revenue Manager.

Voucher Booking Engine: Adult content or similar prohibited material shall not be sold, promoted or distributed through the voucher booking engine.

Hotel and associated personnel agree that this proposal, including all commercial terms, pricing, business models, strategies, technologies, and related information, is confidential and proprietary to ZeenDeal. The recipient shall not disclose, reproduce, distribute, circulate, or otherwise make available any part of this proposal to any third party without the prior written consent of ZeenDeal. This obligation shall survive the conclusion of any discussions or negotiations between the parties. ZeenDeal reserves all legal rights and remedies in respect of any breach of this confidentiality undertaking.