User Terms and Conditions for ALL users of EventBidder.com and affiliated agency web sites Last updated on December 8th 2006 All users shall accept our standard User Terms and Conditions below (the “Terms”), which will apply to you as a user and EventBidder A/S (“EventBidder”) in connection with your use of EventBidder.com. The terms “you” or “user(s)” refer to both you as an individual and the company or organisation that you sign-up on behalf of. 1. EventBidder.com EventBidder provide a service (EventBidder.com) for distribution of professional buyers (travel agents, turist boards, other intermediaries, Companies and Corporate Clients) requests for hotels and conference venues, and for hotels and conference venue bids (response) on the requests send/distributed. Please refer to The EventBidder service description for more information. The agent, hotel and conference venue users access EventBidder.com from the web site www.eventbidder.com or affiliated EventBidder.com domain web sites such as www.eventbidder.dk, www.eventbidder.co.uk, www.eventbidder.de and www.eventbidder.se, using their personal login. Company users can only access EventBidder.com, from an Agent’s web site, if the Agent’s web site offers such a service for companies (i.e. corporate clients of the agent). Only Agents, with whom EventBidder has entered a separate agreement, for the Agent’s client’s use of EventBidder.com, will be allowed to offer direct access for the Company (i.e. corporate clients). 2. Sign-up procedure All Agents, Companies, Corporate Clients, hotels and conference venues are required to complete an online sign up profile. Agents, hotels and conference venues must sign up on www.eventbidder.com and Companies and Corporate Clients must sign up on the web site offered by the Agent, from which they want to access EventBidder.com. All users receive a username and a password by e-mail upon sign up. Your user profile will normally be activated within 24 hours, although we provide no guarantee to this effect. If you are a hotel or a conference venue, an electronic invoice will also be sent to the e-mail address entered by you upon sign up. 3. General Terms and Conditions for all users 3.1 User profiles and use of EventBidder.com Users guarantee that the information entered in their user profile is correct. All users are responsible for updating this information when relevant, to guarantee other users a true presentation of their user profile and description at all times. The Agent offering access for Company users to EventBidder.com is responsible for the updating of the Company users profile. Users shall at all times make a professional usage of EventBidder.com, not using EventBidder.com to convey misleading information or use the service in any way for which it was not intended or to damage the quality of our service for other users. This includes avoiding the use of rude, discriminating, racist and inappropriate language or similar in any part of EventBidder available to other users. You are responsible for keeping your username(s) and password(s) save and secure at all times. EventBidder cannot be held responsible for the misuse of such usernames and passwords by another person or company. Users guarantee that their use of EventBidder.com complies with applicable law and to indemnify EventBidder for any claims or losses incurred by EventBidder in case of non-compliance of this obligation. In particular users shall process personal information, including e-mails and other information, obtained using our service in accordance with the Marketing Practices Act (“Markedsføringsloven”) and the Data Protection Act (“Persondataloven). EventBidder will at all times, in its full discretion, be able to change a user’s status from active to inactive or simply deleting the user as a registered user of EventBidder.com in case of non-compliance of these Terms. All registered users give EventBidder the right to store and analyze all data entered by the user and the users activities on EventBidder.com, i.e. user profile data, logos, pictures, text descriptions, requests posted by Agents and Companies, bids (responses) sent by hotels and conference venues and any other data and activity logged and conducted by the users of EventBidder.com. conference venues as a result of the use of EventBidder.com, are a matter purely between these parties. Hence, EventBidder is not party to such contracts and plays no part in the execution or performance hereof. EventBidder may not be held liable for the performance or non-performance of such contracts. 3.3 Confidentiality EventBidder guarantees complete confidentiality for all users and will not make any data or activities logged, by individual user name, available for third parties or other users of the service. In particular information about bids, including specific names of hotel or conference venue, individual prices or other sensitive information will be kept in full confidence and not shared with other hotels or conference venues or others. For request posted by Corporate Clients on EventBidder.com, using an Agent’s web service to EventBidder.com, and bids received by a Corporate Client or Companies from hotels or conference venues are however logged in the user profile of the Agent offering the Corporate Client access to EventBidder.com. Only the Agent concerned will have access to read all requests posted and bids received by the Corporate Clients on EventBidder.com. The Agent will also be able to accept or reject bids received by the Corporate Client. 3.4 Security The security of data stored and communicated on EventBidder.com and the privacy guaranteed to our users is described under Security & Privacy Policy. By accepting these Terms, you also accept our Security & Privacy Policy. 3.5 Quality Control The quality control of the data entered by the users and quality check conducted by EventBidder before you gain access to the service is described under Quality Control. By accepting these Terms, you also accept our Quality Control. 3.6 References The telephone support service is available by calling EventBidder’s sales and support office in Denmark on telephone +45 48302653. Support outside normal business hours is available at a per call charge. Please contact EventBidder sales and support in Denmark for further information. 3.7 Anti-virus It is the intention of EventBidder to keep EventBidder.com virus free and our system is protected by customary anti-virus software. However, EventBidder does not assume any responsibility for damage caused as a result of viruses. 3.8 Service Levels EventBidder will use its best endeavours to maintain high response times and up-time. EventBidder does, however, not guarantee any specific response time or up-time for any part of the service or the correct completion of the service. EventBidder.com can be shut down for technical reasons or contain errors of various kinds, for which EventBidder cannot be held responsible. 3.9 Support The subscription fee (if any) includes a limited telephone and e-mail support within our normal business hours (workdays between 9:00am – 16:30pm Central European Time). The telephone support service is available by calling EventBidder’s sales and support office in Denmark on telephone +45 48302653. Support outside normal business hours is available at a per call charge. Please contact EventBidder sales and support in Denmark for further information. Subscription 3.10 How to unsubscribe? All users can at any time request EventBidder to cancel their subscription and delete their user profile from EventBidder.com by e-mail notice to EventBidder’s sales and support on support@eventbidder.com. EventBidder will attempt to delete the user’s profile within 20 working days after having been instructed by the user to do so. For hotels and conference venues cancelling their subscription, no refund of the subscription fee will be made. Please also refer to clauses 4.3 and 5.3 below. 4. Specific terms for the agent and company users 4.1 Content and quality requirements of requests All Agent and Company users commit to presenting their request in a professional manner, making sure that the request profiles posted contain sufficient information for the hotels and conference venues to qualify the request and submit a competitive bid or reject the request. Agent and Company users commit to responding to a hotel or conference venues bid in a professional manner, giving the hotel or conference venue sufficient information to understand the Agent or Company’s decision of; accepting, rejecting or putting the hotels bid on-hold. The requests posted by an Agent or Company will only, be made available to the hotels and conference venues that the Agent or company chooses from the shortlisting of matched hotels on EventBidder.com. See exception from this, clause 3.3, about a Corporate Clients request and hotel bid information made available to the Agent offering Corporate Clients access to EventBidder.com through the Agents website. No other Agent or Company will at any point have access to other Agents or Companies data, i.e. user profile, requests posted for hotels and conference venues, bids received by the Agent or Company and the Agent/Company’s response to bids. See exception from this, clause 3.3, about a Corporate Clients requests and hotel bid information made available to the Agent offering Corporate Clients access to EventBidder.com through the Agents website. 4.2 Payment The Agent and Company users pay no fee for the use of EventBidder.com to EventBidder. However some support charges are not included. Please refer to clause 3.9, “Support outside normal business hour’s description”. As a Company user, the Terms apply in full, but you must agree with the Agent, which commercial terms of i.e. payment, if any, that will apply to your usage of the Agent’s web site service, from which you can access EventBidder.com. EventBidder cannot in any way be held responsible for the commercial agreement entered into by a Company for the use of an Agent’s web service to EventBidder.com. 4.3 Term and termination The Agent or Company’s subscription does not expire, unless the Agent instructs EventBidder, that the Agent wishes to terminate its subscription and have its user profile deleted or an Agent instructs EventBidder that a Corporate Client's profile should be deleted, or if EventBidder The Agent and Company users pay no fee for the use of EventBidder.com to EventBidder. However some support charges are not included. Please refer to clause 3.9, “Support outside normal business hour’s description”. As a Company user, the Terms apply in full, but you must agree with the Agent, which commercial terms of i.e. payment, if any, that will apply to your usage of the Agent’s web site service, from which you can access EventBidder.com. EventBidder cannot in any way be held responsible for the commercial agreement entered into by a Company for the use of an Agent’s web service to EventBidder.com. 5. Specific terms for hotel and conference venue users 5.1 Content and quality requirements of bids All hotel and conference venue users commit to presenting their bids (and all other responses to a request) in a professional manner, making sure that all information requested by the Agent or Company in the Agent or Company’s request for hotel or conference facilities is part of the bid, to allow the Agent or Company to make a qualified decision on whether to accept, reject or put a bid on hold. All hotel users commit to responding to all requests, before the expiration of the bid closing date, with a bid or reject response message on EventBidder.com. A bid sent, may only be on behalf of the specific hotel, to which the request was posted by the Agent or Company on EventBidder.com. The bids submitted by a hotel will only be available for the Agent or Company to which the bid was submitted. No other hotel or conference venue will have access to other hotels and conference venues data, i.e. user profile, bids submitted to an Agent/Company and the Agent/Company’s response to a hotel or conference venues bid. See exception form this, clause 3.3, about a Company users request and a hotels bid information made available to the Cgent offering Corporate Clients direct access to EventBidder.com. 5.2 Subscription fee and terms of payment A hotel can pay either one fixed annual fee or per request received. One fixed annual fee: The fixed annual per hotel subscription fee for sign up until 31st December 2006 is Euro 1,680. From 1st January 2007 the fee is Euro 1,820. The fee is paid upon sign up and includes a 12 months "all-inclusive" subscription with unlimited number of requests possible for the hotel to receive at no extra cost. Pay per request: A second sign up option whereby a hotel pay only Euro 200 upon sign up for a 12 months subscription, and then pay Euro 40 per request RECEIVED (not confirmed) is available from December 2007. An e-invoice is send to the hotel upon the hotels receipt of every single request. The pay per request option enable hotels to try out the service at an even lower cost and at any point of time during the subscription period the hotel can decided to cancel its subscription or change to a fixed annual fee instead of pay per request. The total amount already paid by the hotel (in sign up and per request) will be deducted for the fixed 12 months fee payable. I.e. if a hotel has paid Euro 200 and 2 times Euro 40 for two requests received and then wish to changes its subscription to a fixed annula fee, the hotel shall pay Euro 1,820 minus Euro 280 = Euro 1,540, and the subscription period will remain the same but no futher charges per request will be payable. No other fees, commissions or transaction fees are charged by EventBidder.com. For hotels in Denmark 25% VAT is added on all above prices. Discounts available to hotel chains - call us to find out if your chain already has an agreement with EventBidder.com. The subscription fee (unless otherwise agreed to by EventBidder in writing) is for one profile and one hotel or conference venue only. If more hotel profiles are required and/or EventBidder.com should be made available to more than one hotel or conference venue, please contact our sales and support in Denmark on telephone +45 48302653 or e-mail support@eventbidder.com. Payment of a hotels subscription fee shall be made no later than 8 days after receipt of invoice. EventBidder will send an electronic invoice addressed to the e-mail address and person who has signed up on behalf of your hotel. A late payment charge will be charged per month, in accordance with the payment terms stated on the individual invoice. Some support charges are not included in the subscription fee. Please refer to clause 3.9, “Support outside normal business hour’s description”. EventBidder does not refund the subscription charge or part of the subscription charge paid by the user, cf. however clause 8 below. EventBidder can at any time, decide to introduce new products or services on EventBidder.com, offered to existing users and new users (customers), for which, usage of such added services a separate fee will be charged by EventBidder. 5.3 Term and termination The standard hotel subscription period is 12 months from the date of signing up (unless otherwise agreed to by EventBidder in writing). The subscription will not automatically be renewed at the subscription expiry date. EventBidder will contact you prior to the expiration date of your subscription, to request for you to buy a new subscription period. If no renewal of your subscription has been agreed before the expiration date of your subscription, your hotel or conference venues subscription will terminate automatically. Please also refer to clause 3.10 above. 6. General Disclaimer 6. 1 Indirect and consequential losses etc. THE EVENTBIDDER SERVICES ARE PROVIDED ON AN “AS IS” BASSIS WITHOUT ANY LIABILITY FOR EVENTBIDDER. EVENTBIDDER CANNOT BE HELD RESPONSIBLE FOR INDIRECT OR CONSEQUENTIAL LOSSES, INCLUDING LOSS OF PROFITS OR TURNOVER, OR LOSS OF DATA CAUSED AS A RESULT OF THE USE OF THE EVENTBIDDER SERVICE, ERRORS HEREIN OR SYSTEM SHUT DOWNS. 6.2 Financial limitation of liability EVENTBIDDER’S TOTAL FINANCIAL LIABILITY IS LIMITED TO THE GREATEST OF THE FOLLOWING AMOUNTS: (I) 50.000 DKK OR (II) THE TOTAL AMOUNT PAID BY THE USER (IF APPLICABLE) IN A PERIOD OF 12 MONTHS BEFORE THE OCCURRENCE ON WHICH THE CLAIM FOR DAMAGES IS BASED. 6.3 Links to third party web-sites EventBidder is not responsible for the functionality or contents of any links to the EventBidder.com, or third party websites with reference to EventBidder.com. 7. Amendments of the Terms and prices EventBidder reserves the right to change and amend these Terms, at any time, including its prices by e-mail notice or other written notice. All subscribers will be given a right to terminate their subscription with a notice of one month before the change or amendment takes place. In case of such termination, EventBidder may inform the user that the amendments will not take effect, until the beginning of a new subscription period. In such case the user’s termination shall be deemed ineffective. 8. Termination by EventBidder EventBidder may at any time terminate the EventBidder.com service in whole or in part by e-mail notice or by other written notice of two months. In case of such termination, EventBidder shall refund a proportionate share of any pre-payments made for the period beyond the termination date. If termination is made only in part, no refund shall be made. 9. Governing law and venue These Terms and any and all disputes between EventBidder and the users shall be governed by Danish law without regard to Danish conflict of law rules. Disputes between EventBidder and the users shall be referred exclusively to the City Court (“Byret”) at the place of EventBidder’s current domicile as first instance venue.