PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS PLATFORM

Welcome to Saudi Tourism Authority’s Saudi Content Platform (the “Platform”), which is owned and operated by the Saudi Tourism Authority (“STA”, “we, “us”, “our”, etc.)

1. The Terms

These terms and conditions of use (“terms”) provide the legal basis for your use of the platform and the content you find there. By using the platform, you agree to these terms. If you do not agree to these terms, you must not use the platform.

The Platform is STA’s web-based platform that provides access to digital photographs, videos and other types of content (“Content”) for use in the context of promoting tourism to the Kingdom of Saudi Arabia. The Platform enables Users (“you”, “your”, etc.) to access Content and use it, subject to the requirements and restrictions set out in these Terms.

2. By using our Platform you accept the Terms of Use

By using our Platform, you confirm that you accept these Terms of Use and agree to comply with them. If you do not agree to these Terms of Use, you must not use our Platform.

2.a) Commercial and Editorial uses

A Commercial Use is defined as the use of any Content in conjunction with or being an endorsement or promotion of any commercial product or service. Commercial Uses rely on all persons & properties who are featured in such Content having signed a legally binding talent release form. Commercial uses are likely to attract a usage fee. Inquire here about the fee for your proposed use.

An Editorial Use is defined as the use of any Content in print and/or digital media or publication which is designed to be informative, descriptive, and newsworthy. Such Content does not necessarily require a model release form signed by each person or property featured.

3. Using the Platform and Content on behalf of a Minor or legal entity

You must be at least 18 years old to use our Platform.

You may not use our Platform or register for an account on our Platform or use our services if you are under 18 years of age (a “Minor”). If you will use the Platform on behalf of a Minor, you agree to these Terms of Use on behalf of that Minor and you represent that you have the authority to do so. If you do not have such authority, you must not use our Platform or any Content.

When using the Platform on behalf of a legal entity (such as a company or employer), you accept these Terms on behalf of such entity and warrant that you are authorised to do so. (“you”, “your”, etc., shall be understood as referring to the legal entity on behalf of whom you act.)

By accessing the Platform, and by continuing to access and use the Platform and Content, you acknowledge that you have read, and agree to be bound by, these Terms. If you do not agree with any of the Terms, you may not use the Platform.

4. There are other terms that may apply to you

These Terms include the following additional terms, which also apply to your use of our Platform:

• Privacy Policy:
  We undertake that we require some personal data about you to ensure smooth running of the site and use of the Platform and its Content, but will not make any use of the data in a manner that will compromise your rights. We will not provide this data to any other entity who has no reason or right to obtain it .
  
  We set out the Terms on which we process any personal data we collect from you, or that you provide to us. By using our Platform, you consent to such processing
  
  By registering to access the Platform you warrant that the information and data that you provide is accurate. You further consent that we may process the personal data we collect from you, or that you provide to us for purposes associated with your use of the Platform as further detailed herein and in our Privacy Policy.
  
  We may monitor your use of the Platform for our own business purposes, including identifying issues with the Platform, to enhance functionality, to monitor for misuse, or for any other purpose relevant to our operations. Your use of the Platform is conditional upon this monitoring.
  
  The above terms are embodied in our Cookie Policy which sets out information about the workings of private information (“cookies”) on our Platform.
• Third-Party Terms & Conditions:
  We, or third-party service providers, may provide tools or links to other websites, applications, resources and/or services operated by third parties that have been used on or otherwise integrated or linked with our Platform (each an “Third-Party Service”). When you engage with a Third-Party Service, you are not interacting with us. If you choose to use a Third-Party Service, you acknowledge and accept that you will be subject to the Third-Party Service provider’s terms of use and privacy policy, as may be updated from time to time. Accessing and/or using a Third-Party Service is done at your own risk. We do not assume any responsibility or liability for your use of any Third-Party Service. You acknowledge that it is your responsibility to locate and review the most up to date versions of Third-Party Service providers prior to using such services.

5. Changes

We may make changes to our Terms from time to time without prior notice to you.

Changes in law or changes in the way we operate may lead us to make changes to these Terms from time to time. Such changes will become effective from the date on which they reflect on the Platform. Although we will endeavour to alert you to such changes (e.g. by email), we also encourage you to review the Terms from time to time to make sure that you remain familiar and comply with them in their current form.

Every time you wish to use our Platform, please check these terms to ensure you understand the terms that apply at that time. Your continued use of the Platform will constitute your acceptance of any changes made.

6. We may suspend or withdraw our Platform

Our Platform is made available free of charge, although some of the services provided through our Platform may be subject to fees from time to time. If any service provided through our Platform is to be subject to a fee, this will be clearly set out at the relevant section of the Platform.

We do not guarantee that our Platform, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Platform for business and operational reasons at any time. Notwithstanding this suspension or withdrawal right, we will try to give you reasonable notice of any suspension or withdrawal. You are responsible for ensuring that all persons who access our Platform through your internet connection are aware of these Terms of Use and other applicable terms and conditions and that they comply with them.

7. Your Online Account

To access Content on the Platform, you must register and create a user account (“Account”). Each user, natural or juristic entity is allowed to maintain only one active account on our Platform. We reserve the right to close duplicate Accounts or Accounts registered with someone else’s email address without notice. We may require users to re-validate their account if we believe they have been using an invalid email address or any incorrect information. Where multiple logins for the same person have been created these will be merged into the most recently logged in or recently created of the accounts. Content from all accounts will be merged into the new singular account.

We reserve the right to disable any user account, without due notice, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms of Use.

By creating an Account, you warrant that you are an adult in the jurisdiction in which you are located, and you agree to: (a) provide accurate, complete and up-to-date information as requested during the registration process (and maintain and update such information as required); (b) keep your Account log-in details secure and confidential, and not share such information with anyone else; (c) notify us of any unauthorized use of your Account; and (d) take responsibility for all activities undertaken using your Account, whether or not authorized by you. Once you have created an Account, you will be able to access Content, including by downloading it to use in accordance with the terms set out herein.

We may suspend or deactivate your Account at any time, at our sole discretion, and without notice to you. This could be for any reason at all, including concerns regarding misuse of your Account, or general security concerns, or for our own operational requirements. By registering an Account, you acknowledge that your Account will not be available to you indefinitely, and that you have no basis for any claim against us, or any redress from us, in the event that we suspend or deactivate your Account.

8. How you may use Content on our Platform

STA are the owners and/or the licensor of all intellectual property rights relating to Content on the Platform and/or published on it. These works are protected by copyright laws and treaties in the kingdom of Saudi Arabia and around the world. The content relating to Third-Party Service providers are protected in terms of the law of their respective jurisdictions. All such rights are reserved.

Images may only be modified by means of cropping and/or colour enhancing technology, no other modifications are permitted without prior approval.

Our status, and that of any identified contributors, as the authors of content on our Platform must always be acknowledged.

You may not use any part of the content on our Platform for commercial purposes unless it is clearly marked model released.

If you print off, copy or download any part of our Platform in breach of these Terms of Use, your right to use our Platform will be ceased immediately and you will be required, upon our instruction and discretion, return or destroy any copies of the materials you have made.

9. Issues relating to accuracy or currency of Content found on our Platform

Although we make every reasonable effort to verify the accuracy and regularly update the Content and information on our Platform, we make no representations, warranties or guarantees, whether expressed or implied, that the content on our Platform is accurate, complete or up to date, or that it is suitable for any particular purpose you may contemplate.

10. We are not responsible for websites we link to

Where our Platform contains links to or from other sites and resources provided by third parties, these links are provided for your information only on an "as is" basis, with no warranty, express or implied, in relation to any of the content to be found on or emanating from such third-party sites.

Such links should not be interpreted as approval or endorsement by us of those linked websites or information you may obtain from them. A link to another site or platform should not be construed to imply that we are affiliated or associated with or are legally authorised to use any trademark, trade name, logo or copyrighted symbol that may be reflected in or through the link. We accept no responsibility for any third party-owned tools, products or content featured or made available to you on our Platform or for any third-party site(s) which our site(s) may link to.

We have no control over the contents of those sites/platforms or resources and any such links should not be construed as an endorsement of any Content, product or service embodied therein.

11. Content uploaded by other users

Our Platform may include information and Content uploaded by other users of the Platform, including to social media sites, bulletin boards and interactive features. This information and these contents have not been verified or approved by us. The views expressed by other users on our Platform do not represent our views or values.

12. Uploading contributions

STA Content Platform does not reimburse contributors for content uploaded, as it is designed for free use for the Purposes stated in clause 6 above. As such contributors will not receive any compensation for authorized uses of the content.

You confirm that your contribution is your own original work and/or that you are duly authorised to grant us such license. You will retain copyright in and to your contribution and allow STA and/or its approved partners or stakeholders to make use thereof as per the terms of this or any other agreement entered by STA regarding the use of the Content.

You agree that STA is authorized to make changes to your content, typically (but not exclusively) editing, cropping, adjusting colour and audio components. STA may also delete content considered to be inappropriate in its sole discretion.

By submitting Content, you grant STA and authorized third parties the right to offer such content for non-exclusive commercial or editorial use worldwide and in all media, in perpetuity, to reproduce, distribute, publicly display, and promote such content.

Always upload the best quality resolution available, no more than 10MB for images and 2GB for videos. Do not make excessive visual corrections. Avoid uploading excessive similar content of the same theme, event, or place.

You may not upload any content that may be considered derogatory, obscene, blasphemous, racist or in poor taste, or violates the rights of any other party, or violates any laws or regulations. You specifically may not submit content that belongs to any other party.

You further confirm that you have obtained all necessary consents from individuals appearing in your contributions for publishing and/or distributing their audiovisual representation including images, videos, and voice recordings. When uploading content, you should provide information relating to place names and descriptions and provide a signed release form for each person shown in the content. If you are unsure whether your content requires a release, feel free to contact us.

Furthermore, you must ensure that such content complies with the following standards:

Content must

1. be in English.
2. be accurate (where it states facts) and be genuinely held (where it states opinions).
3. be civil, tasteful.
4. comply with the laws of the kingdom of Saudi Arabia and those applicable in any country from which it is posted.

Content must not

1. be unlawful or be defamatory of any person, obscene, offensive, hateful, inflammatory or blasphemous.
2. promote sexually explicit material, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
3. infringe any copyright, database right or trademark of any other person.
4. be likely to deceive any person, promote any illegal activity or contributed with the intention of causing harm.
5. threaten, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety.
6. amount to spam, advertising or promotional material (except where approved by us).
7. deliberately misuse the ratings facility.
8. impersonate any person, or misrepresent your identity or affiliation with any person.

12.1 Warranty

You warrant that any such contribution complies with the terms of this Clause 12, and as such you indemnify STA against loss and/or damages resulting from any breach of the warranty.

Any content you upload to our Platform will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of our Platform a perpetual, irrevocable, worldwide license to use, store and copy that content and to distribute and make it available to third parties, as contemplated in these Terms of Use.

We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Platform constitutes a violation of their intellectual property rights, or their right to privacy.

We have the right to remove any uploaded Content that you have provided on our Platform if, in our opinion, your Content does not comply with the content standards.

You are solely responsible for securing and backing up your Content.

13. Downloading and Using Content

All Content on the Platform is subject to copyright, which is owned by STA or its licensors.

Completed productions such as TV commercials and audio-visual productions may be downloaded for editorial use but must be used in their entirety. Taking and using extracts from these productions is strictly prohibited.

All Content may be used for editorial purposes without restrictions, but subject to the general Terms and Conditions. (“editorial uses" exclude commercial uses, or any use associated with any product, brand, or logo).

Content of persons or places identified as "not released" may not be used for any commercial use – i.e., use associated with any product, brand or logo. You will find the release status of any Content shown below the image, or clearly associated with it.

Content identified as "model released" or "property released" may be used for tourism-related commercial enterprises. For other commercial uses, permission must be granted by the authorised STA representative. Contact Contact Us for all queries and permissions relating to your proposed and intended commercial use.

Where potential conflicts of interest may arise from your proposed use, your request for Content may be declined.

14. Malware, and viruses

While we take every reasonable precaution, we do not guarantee that our Platform will be secure or free from malware, bugs or viruses.

You are responsible for configuring your own information technology, computer programmes and systems to access our Platform. You should use your own virus protection software.

You must not misuse our Platform by knowingly introducing or attempting to introduce malware viruses, trojans, worms, or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Platform, the server on which our Platform is stored, or any server, computer or database connected to our Platform. You must not attack our Platform via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, you may be committing a criminal offence under the laws of the kingdom of Saudi Arabia and/or another relevant jurisdiction. We will report any such breach to the relevant law enforcement authorities, and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Platform will cease immediately.

15. Rules about linking to our Platform

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists. You must not establish a link to our Platform on any part of a website or other platform that is not owned or controlled by you.

Unless we have provided you with express linking permission, our Platform must not be framed on any other site or platform, nor may you create a link to any part of our Platform other than the home page.

We reserve the right to withdraw linking permission without notice.

16. Disclaimer

Usage of our Platform is at your own risk, and we accept no liability in respect of the same and we disclaim all liability to the fullest extent permitted by the law.

We disclaim and exclude all warranties, express or implied and we shall not be liable for any damages (including, without limitation, consequential damages, claims for loss of business or loss of profits) arising from the use of or inability to use this site, or any Content contained in it, or from any action or decision taken as a result of using this site or any such Content.

Activities or events featured on our Platforms may not be suitable for you or your family and we do not advise on the suitability or unsuitability of such activities or events. We shall not be liable or responsible to any person or entity for any injury, loss, or damage caused or alleged to be caused directly or indirectly as a result of the use or interpretation of the Content, or from taking part in any activity or event, featured on our Platform. We shall not be liable for the actions, omissions, or advice of any third party that has been introduced by us to users as part of, or otherwise through our Platforms.

17. General

These Terms of Use (and any non-contractual disputes or claims), are governed by the laws of the kingdom of Saudi Arabia whose courts shall have exclusive jurisdiction.

Should any of these terms be determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these terms are intended to be effective, then to the extent and within the jurisdiction in which that term is illegal, invalid or unenforceable, it shall be severed and deleted from the clause concerned and the remaining terms and conditions shall survive, remain in full force and effect and continue to be binding and enforceable.

Destination - Trade B2B Marketplace Agreement

This Agreement governs the relationship between You as a Tour Operator and Saudi Tourism Authority (STA). They are the terms on which both parties agree for You to distribute the Provider’s inventory that will be available via the B2B Marketplace.

By agreeing to the below you acknowledge and agree that the terms and conditions set out herein shall constitute the agreement (Agreement) between You (Tour Operator) and STA when the B2B Marketplace website facilitates bookings on your behalf.

Agreed Terms:

1. Definitions

In this Agreement:

‘B2B Marketplace’ is an online distribution channel available through Tourism Exchange Saudi (TXS) an operated by Saudi Tourism Authority (STA).

‘Data’ means accurate, up to date and complete information that complies with the requirements set out in Clause 11.

‘Commission’ means a non-refundable fee payable by Product Providers to You, the Tour Operator, for Online Bookings generated by You using the B2B Marketplace and is calculated at the rate as detailed in this Agreement on the total value of each Online Booking made by You.

‘Conditions of Use’ means the conditions set by You upon which a Customer can use Your Tourism Product

‘Customer’ means a person who purchases Tourism Product

‘Saudi Tourism Authority (STA)’ promotes tourism in the Kingdom of Saudi Arabia and provides a service whereby a Tour Operator can search and book accommodation and activities.

‘Nett Amount’ means the total value of an Online Booking less the Commission.

‘On Account Bookings’ are a form of Online Booking in which payment or part payment by the Customer is made direct to the Tour Operator, the Tour Operator is responsible for issuing a booking confirmation and if required a Tax Invoice to the Customer, and the Product Provider is responsible for issuing a Tax Invoice to the Tour Operator.

‘Online Bookings’ means electronic bookings of Tourism Product made by using the B2B Marketplace.

‘Product Provider’ means a supplier of Tourism Product who populates Product Description on [TX].

‘Tax Invoice’ is defined in KSA Income Tax Law and Regulations

‘Tour Operator’ means a company who has placed a booking for the Provider’s Product or Service through B2B Marketplace on behalf of their clients.

‘Tourism eXchange (TX)’ means a software platform suitable for Tourism Products comprising an open booking exchange marketplace offering web services that enables Product Providers to make available Tourism Product to Customers through multiple Distributors. TX is branded Tourism eXchange Saudi in (TXS) in the Kingdom of Saudi Arabia.

‘Tourism Product’ means accommodation, attractions, transport, tours, goods, epicurean and other tourism and leisure-based services and facilities in or relating to a Product Provider

‘Users’ means an individual who uses B2B Marketplace in a defined manner agreed with STA.

2. Appointment as a Tour Operator

2.1. Subject to You complying with all of the terms and conditions of this Agreement STA agrees to provide You access to B2B Marketplace. 

2.2 As a user of B2B Marketplace You may:

(a) access on a live (real time) basis Product Description for Product Providers;

(b) populate Data in B2B Marketplace setting out your users and all required details;

(c) use the reporting and management functionalities as supplied by B2B Marketplace; and

(d) make On Account Online Bookings 

2.3 You must not represent or hold Yourself out as an agent of STA or Licensee for any purpose or make any warranty or representation on their behalf at any time.

2.4 You must not without STA's prior written consent (which must be separately obtained on each occasion that consent is intended to be acted upon) make any promises or guarantees with reference to the functionality of B2B Marketplace beyond those contained in the user guides and training material supplied by STA and You must not incur any liability on behalf of STA at any time.

3. Populating Data on B2B Marketplace

3.1 To ensure the orderly conduct and operation of B2B Marketplace all Data must: 

(a) only be populated by Users authorised to do so;

(b) comply (in form and content) with the terms and conditions that apply to the terms of this Agreement; and

(c) be up to date, accurate and complete in all respects. 

3.2 In populating Data, You must ensure that You comply with and where You offer to sell, supply or distribute Tourism Product using the B2B Marketplace that such offer complies with: 

(a) all relevant laws, regulations and legally required standards, including but not limited to the KSA Professional Corporate Law, fair trading laws; and

(b) all regulatory guidelines and industry codes of conduct in relation to the promotion and sale of Tourism Products. 

4. Rates

4.1 The applicable rates for Tourism Products available for Online Bookings via the B2B Marketplace are inclusive of VAT and other appliable taxes, unless explicitly stated by the Provider. 

4.2 The rates displayed on the B2B Marketplace are gross rates, commissionable to the Tour Operator as specified in Clause 5.2(a).

4.3 Payments for all booked, confirmed, and invoiced Tourism Products, made by You, the Tour Operator under this Agreement, shall be remitted to the Provider’s designated business account, as specified by the Provider.

4.4 The Providers may periodically modify and update the rates for Tourism Products displayed on the B2B Marketplace. You, the Tour Operator shall be responsible for tracking and reporting all bookings made prior to any rate changes, to ensure that the Provider honours such bookings.

5. Using the booking functionality of B2B Marketplace

5.1 Access to the booking functionality by You is subject to and conditional upon compliance with this Agreement.  

5.2 You agree to adhere to the following booking terms for all Online Bookings:

(a) You will only charge a Commission of fifteen (15) % payable by the respective Product Providers for all Online Bookings made by You.

(b) In exceptional circumstances, and subject to approval by STA, the Provider may offer a different commission level for special Products and exclusive services. In such instances, the commission will be explicitly stated in the product details field when the Product is sold online via the B2B Marketplace.

(c) You will not charge a Commission on cancelled Online Bookings.

(d) If You cancel an Online Booking more than two (2) days (48 hours) prior to the commencement date of that Online Booking You will not be charged any form of cancellation charge.

(e) Should You cancel an Online Booking less than two (2) days (48 hours) prior to the commencement date of that Online Booking, You will pay the Product Provider one hundred (100) % of the total value of the Online Booking value;

(f) You will ensure your clients are aware of all the booking terms and conditions of Use included by the Provider in Provider’s Booking Terms, Conditions of Use and the Product Description 

5.3 Inclusion in the B2B Marketplace of any third-party material is not an endorsement by STA of the services offered by any third party and does not constitute an offer by STA to provide or promote those services to You. It is Your responsibility to evaluate the accuracy and usefulness of any third-party information including the reliability and fitness for purpose of any underlying goods or services offered and to seek independent information and advice before acting in reliance on that information.

6. Payment and Tax Invoices

(a) Product Providers will issue You a Tax Invoice on the date as determined in the Providers booking terms and conditions including but not limited to the Providers Payment, Cancellation and Refund Policy, Booking Terms and Conditions of Use. Where these conditions are not stipulated by the Provider, the B2B Marketplace terms and conditions for Online Bookings and Payment and Tax Invoices conditions will apply;

(b) Upon receipt of the Tax Invoice in Clause 6(a) You will make payment of the Nett Amount within thirty (30) days.

(c) STA is not responsible for the administration of any invoicing, payments or third-party approval or contractual requirements that are included in the booking, payment or Bank accounts You or a Product Provider may use.

(d) You must make payment of all amounts described in this Agreement due and owing by You in full without any set-off, counter-claim or deduction of any kind. 

(e) You and You alone are responsible for checking the receipt of all Tax Invoices and You must promptly check the accuracy of all Tax Invoices and advise Product Providers immediately of any errors or omissions. 

(f) In the event that You believe that an invoice is incorrect, You shall be entitled to challenge the invoice and the parties shall work together to review the invoice and agree any corrections as may be required. Where a review has not been concluded within 30 days of receipt of the relevant invoice, You shall pay the undisputed part of the invoice pending conclusions of the review.

7. General

7.1 You agree that You alone are responsible for complying with the requirements imposed on suppliers of a taxable supply by KSA Income Tax Law and Regulations. Without limiting the generality of that obligation, You are responsible for ensuring that a Tax Invoice has been issued in respect of every supply (including but not limited to Customers where You have utilised the B2B Marketplace) and that the record keeping and retention requirements of KSA Income Tax Law and Regulations applicable to You are complied with. 

7.2 You agree that nothing in this Agreement makes STA responsible for or appoints STA as your agent in Your name or on Your behalf to:

(a) collect, request or demand payment of Your debts from any third party including but not limited to Customers or Product Providers;

(b) process requests from Customers including but not limited to requests for refunds for On Account Bookings (in whole or part);

(c) check the accuracy or completeness of Your Data including but not limited to Product Descriptions, Distributor Terms and Conditions, Booking Terms or Distributor Description;

(d) refund any payment made by You or any third party in connection with Online Bookings whether or not You or any third party are required to refund any amount to a third party including but not limited to Customers. 

7.3 You must not represent Yourself as an agent of STA for any purpose nor make any warranty or representation on STA’s behalf.

7.4 You will act as the merchant for all On Account Bookings made in respect of Tourism Product distributed by You to Your Customers and sourced through B2B Marketplace.

7.5 You must not without prior written consent (which must be obtained on each occasion that consent is intended to be acted upon) make any Product Descriptions or other data sourced from B2B Marketplace available to any other Party including but limited to other persons or corporations including but not limited to those who distribute travel products.

7.6 You agree during the Term to discharge the responsibilities set out in this Agreement using first class manpower and equipment and in compliance with the terms of this Agreement and all relevant regulatory requirements.

8. B2B Marketplace – Operating Environment

8.1 B2B Marketplace and its services are only operable in accordance with the requirements set out in the user documentation issued. STA cannot guarantee that Your use of B2B Marketplace will be uninterrupted or free from error. 

8.2 STA may during the Term change one or more of the requirements referred to in clause 7.1 provided that any changes do not unreasonably interfere with Your operations. All changes that affect You will be emailed to You.

8.3 STA is not responsible for any delays or errors in the execution of any transaction or instruction because of any breakdown or interruption in the B2B Marketplace due to circumstances beyond its control. It is Your responsibility to use other means of effecting transactions, giving instructions and obtaining information if for any reason the B2B Marketplace is unavailable for use or malfunctioning.

8.4 Except to the extent expressly provided for in this Agreement You are solely responsible at Your cost and expense for the control of the operations of any and all hardware and software.

8.5 If You report an error or fault in B2B Marketplace and ask STA to repair it and, STA determines that B2B Marketplace is not faulty or the fault is associated with Your equipment, telecommunications or network connections rather than B2B Marketplace, STA may charge You its support and maintenance fee and, any reasonable fee to undertake repairs.  

9. Ownership of Intellectual Property Rights and Upgrades

9.1 You agree that STA or its Licensors own all Intellectual Property Rights capable of being owned or held in the B2B Marketplace or any part including but not limited to all documentation, training manuals and user guides in any medium supplied in connection with B2B Marketplace and that any update, modification, improvement, new release, new version or enhancement to B2B Marketplace (‘Upgrade’) made by any person is equally owned by STA or its Licensors. The terms of this Agreement apply to each Upgrade from first release.

9.2 Each party agrees and undertakes that during the Term of this Agreement and thereafter it will keep confidential and will not use for its own purposes nor without the prior written consent of the other party, disclose to any third party any information of a confidential nature (including trade secrets and information of commercial value) which may become known to that party from the other party (’Confidential Information’) unless the information is public knowledge or already known to that party at the time of disclosure or subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the possession of that party from a third party.

9.3 To the extent necessary to implement the provisions of this Agreement each party may disclose the confidential information to those of its employees as may be reasonably necessary or desirable provided that before any such disclosure each party must make those employees aware of its obligations of confidentiality under this Agreement and must at all times procure compliance by those employees with them.

9.4 The provisions of this clause 8 are intended to survive termination of this Agreement for any reason.

10. Warranties and Indemnities

10.1 Except as otherwise expressly provided the use of B2B Marketplace is a grant to use software “as is” and without warranty or representation of any kind, except as may be mandated by law. STA to the fullest extent permitted by law specifically disclaims any and all warranties, representations or conditions, express, implied, statutory or otherwise including without limitation, any implied warranty or condition of merchantability, non-infringement, or fitness for particular purpose or that use of B2B Marketplace including any manner specifically required under this Agreement shall comply with the applicable laws and relevant regulatory requirements in any place of use. 

10.2 STA does not warrant that the use of the B2B Marketplace shall be free from unauthorised access or modification, uninterrupted, or error free or that any defect shall be correctable. This disclaimer constitutes an essential part of this Agreement and no us of the B2B Marketplace is authorised except under this disclaimer.

10.3 You understand that You use B2B Marketplace entirely at Your own discretion and risk and without limiting the generality of that statement that through the use of B2B Marketplace You download Product Descriptions, Tourism Product and other data (together “Material”) entirely at Your own discretion and risk and that You download, access, rely upon, disseminate or provide links to that Material entirely at Your own discretion and risk. In the event that You provide links to the Material to any third party You must ensure that such third party is aware of the limitations of liability and exclusion of warranties set out in this Agreement including but not limited to the requirement that any use of B2B Marketplace or the Material is undertaken entirely at the risk of the party accessing or using it. 

10.4 STA and Licensors will not be liable to You or any third party for any use by You or any third party of STA, any transaction entered into by You or a third party using B2B Marketplace which is disputed, declared void or voidable, avoided or defaulted by any person or any breach of an agreement between You or any third party and any person arising from the use of B2B Marketplace.

10.5 STA and Licensors and their respective officers, employees, agents or contractors will not be liable for any damages including but not limited to indirect, consequential or incidental loss, damage or injury, including but not limited to damages for loss of business profits, savings, revenue, use, business interruption, loss of business information, data, goodwill or other pecuniary loss under any cause of action or theory of liability arising out of the use, inability to use, or defect in B2B Marketplace or arising from or in connection with this Agreement or any act or omission of STA or Licensors or their respective officers, employees, agents or contractors, even if STA and Licensors have been advised of the possibility of such damages.  This limitation of liability will apply whether the damages arise from use, misuse or reliance on B2B Marketplace including but not limited to the Data, from any inability to use B2B Marketplace, from the interruption, suspension, or termination of B2B Marketplace (and extends to any damages incurred by third parties). This limitation of liability also applies to damages incurred by reason of other services or goods received through or advertised on B2B Marketplace (including but not limited to Tourism Product) or received through or advertised on any links provided on B2B Marketplace as well as by reason of any information or advice received through or advertised on B2B Marketplace or received through or advertised on any links provided on B2B Marketplace.

10.6 STA's maximum liability in respect of any damages, costs, expenses or other claims arising out of or in connection with this Agreement whether in contract, tort or otherwise shall except in the case of death or personal injury resulting from STA's negligence (for which no limitation will apply) be limited at STA's election in the case of services to the resupply of or the payment of the cost of resupply of the services and in the case of goods to any one or more of the following: 

(a) the replacement of the goods or the supply; 

(b) the repair of the goods; 

or in any case to the payment to You of an amount not exceeding the Monthly Fees paid by You during the immediately preceding 12 months.

10.7 You must indemnify and hold harmless STA and Licensors against any loss damage liability expense cost or charge (including court costs and reasonable legal fees) arising from or incurred in connection with Your use of B2B Marketplace in any manner that breaches or is in contravention of this Agreement or any relevant law, regulation, or requirement of any relevant regulatory authority, and against the claims of Customers, Distributors or other third parties arising from or connected with Your use of B2B Marketplace or your supply or failure to supply any goods or services except in each case to the extent such claims are attributable to the negligence or knowing or wilful misconduct of STA and in that case provided that You must not settle any claim without STA's prior written approval which will not be unreasonably withheld, delayed or conditioned. 

10.8 You also agree to indemnify and hold harmless STA and Licensors and their respective past, present and future officers, directors, employees or agents and the owners of third party software included in B2B Marketplace from and against any and all claims, suits or actions asserted against any or all of them to the extent that it is caused or contributed to by any negligent or wilful act or omission of You or Your present or future employees, officers, directors, 

11. Customer Data

11.1 You acknowledge that B2B Marketplace includes a central data collection and storage system that will collect and store upon generation all information relating to all bookings made by Customers with Product Providers, (but excluding all Banking or credit card details of any person) (“Customer Data”). 

11.2 Customer Data may only be accessed and used by STA and its Licensors (either alone or with its nominees) in accordance with the KSA Personal Data Protection Law.

11.3 You must at all times comply with Your own obligations arising under the KSA Personal Data Protection Law in relation to the collection, use, disclosure, storage or handling of personal information in Your use of B2B Marketplace and indemnify STA and its Licensors against any loss or damage suffered by STA arising as a result of a breach of Your obligations arising under that Act or any similar legislation.

11.4 All personal information supplied or otherwise acquired by STA or its Licensors about You will be dealt with in accordance with STA’s Privacy Policy which is available at https://www.visitsaudi.com/en/privacy-policy

12. Communications

12.1 Other than as outlined in this Agreement, any public announcement or public statement made by the parties, other than those required by law, concerning this Agreement or the matters referred to in this Agreement shall be first approved in writing by both parties.

12.2 You agree that STA may use the Your name and logo in promotional material relating to the B2B Marketplace and current and potential Participants in the B2B Marketplace provided STA complies with the branding guidelines provided by You from time to time.

12.3 STA Agrees that You can use the name and logo of B2B Marketplace in promotional material, provided You comply with the guidelines provided by STA from time to time which will include:

(a) under no circumstances will the terms or the logos of STA and or STA be used in reference to any fees charged by You; 

(b) you will not ascribe, communicate or position any fees or charges as caused by or attributable to the connection to the B2B Marketplace;

(c) at all times you will refer to the B2B Marketplace and STA in a positive manner.

13. Tax, Taxation or Zakat

13.1 In this Agreement the expressions “consideration”, “Tax”, “Zakat” “supply”, “tax invoice”, “recipient” "Recipient Created Tax Invoice" and “taxable supply” have the meanings given to those expressions in KSA Income Tax Law and Regulations. 

13.2 Unless otherwise expressly stated, all amounts or considerations payable are inclusive of applicable tax.

13.3 The recipient of a supply is entitled to a valid tax invoice in respect of the supply at or about the time of the supply. 

13.4 You must be registered for and comply with the requirements imposed on suppliers of a taxable supply in accordance with the Tax, Zakat, VAT and E-invoicing laws and regulations (where required) prior to making a supply and must immediately notify STA if it ceases to be registered.

13.5 STA must be registered for and comply with applicable Tax, Zakat, VAT and E-invoicing laws and regulations at all times when it administers B2B Marketplace and must notify You if it ceases to be registered.

14. Suspension and Termination

14.1 STA may without liability immediately suspend the operation of B2B Marketplace for an indefinite period or restrict Your access to B2B Marketplace by notice to You where:

(a) an essential supplier of services terminates its agreement with STA or ceases to supply services to STA; 

(b) there is an emergency, or STA reasonably believes a threat or risk exists to the security of B2B Marketplace or the integrity of the platform or the network or a supplier's network; 

(c) a Force Majeure Event occurs;

(d) STA is required by law or in order to comply with an order, direction or request of any relevant regulatory authority;

(e) STA reasonably suspects fraud or other illegal conduct by You or any other person in connection with B2B Marketplace;

(f) doing so is necessary to maintain, repair or restore any part of B2B Marketplace or any telecommunication or network service used to supply services to B2B Marketplace or for other operational reasons, or

(e) while investigating any breach on Your part of this Agreement. 

14.2 Either Party may terminate this Agreement immediately by notice to the other:

(a) if a Party has breached this Agreement and in the other Party’s reasonable opinion that breach is not capable of remedy; 

(b) if a Party has breached this Agreement and where the breach is capable of remedy the Party has failed after notification to remedy the breach within 14 days of receiving email notice from the Party of that breach;

(c) if a provisional liquidator, liquidator, receiver or receiver and manager or any other administrator of a Party’s business or assets is appointed or if a Party enters into any composition or arrangement with their creditors; or

(d) if a Party is a natural person in the event of Your death.

14.3 Where this Agreement is terminated You remain liable for payment of all Fees calculated after the termination date.

14.4 STA may without liability terminate this Agreement by giving 15 days’ notice and at the end of that notice period this Agreement will automatically terminate and You will have no further right to access or use B2B Marketplace and You will have no claim against any person including but not limited to STA and its respective directors, officers and representatives arising from the termination of this Agreement.

15. Assignment and Sub-contracting

15.1 Neither Party can assign or transfer legal responsibility for this Agreement. 

16. Applicable Law

16.1 This Agreement is governed by and is to be construed according to the laws applicable Kingdom of Saudi Arabia. The provisions of this Agreement may not satisfy the laws of any other country. 

17. Notices

17.1 Any notice, claim or demand in connection with this Agreement (each a “Notice”) shall be sufficiently given to the recipient at its address, and in the case of STA as stated at the beginning of this Agreement.

B2B Marketplace Trade Portal Distribution Terms And Conditions

Opt-In Acknowledgment Clause

By opting into this distribution channel, the Participant acknowledges and agrees to be bound by these terms and conditions (“Agreement”) as amended from time to time. Saudi Tourism Authority reserves the right to amend these terms at its discretion, and such amendments will take effect upon being made available through the distribution channel or other designated communication method. If the Participant does not agree to any amendment, it may terminate its participation by providing written notice to Saudi Tourism Authority in accordance with Clause 15 below. Continued participation after the effective date of any amendment constitutes acceptance of the amended terms. The Participant’s  participation constitutes acceptance of all applicable Saudi Tourism Authority policies, guidelines, and contractual obligations related to this distribution channel.

1.   Definitions

1.1  The following terms are defined for the purposes of this Agreement:

Additional Support means the additional support which may be provided by STA to the Distributor from time to time. STA reserves the right to charge a fee for Additional Support as per its standard rates.

Agreement refers to these terms and conditions entered into by the Distributor and STA.

Application refers to one or more application forms, authorities or agreements that The Distributor may be required to execute (from time to time) and to participate as a Distributor in TXS and the Booking and Payment Services that forms part of this Agreement.

Bank  means: (i) for Distributors in SA, a bank as defined under the Banking Control Law; and;(ii) for Distributors established outside SA, a bank as defined under the applicable banking laws and regulations of the jurisdiction in which the Distributor is incorporated or operates.

Booking and Payment Services means services that include a booking and electronic payment processing system to be made available on agreed terms to Participants in TXS by STA or one or more third party suppliers, to be automatically calculated and processed in accordance with pre-set Data populated in TXS by authorised Participants.

Booking Terms means the terms and conditions set by Product Provider(s) upon which a Customer can make a Direct Payment Booking.

Conditions of Use means the conditions set by Product Provider(s) upon which a Customer can use Tourism Product(s).

Consent means any freely given, specific, informed and unambiguous indication of a Data Subject’s wishes by which he or she, by a statement or by clear affirmative action, signifies agreement to the processing of Personally Identifiable Information relating to him or her.

Controller, Data Subject, Processor and Sub Processor have the respective meanings attributed to the non-capitalized version of those terms by the Data Privacy Laws.

Customer means a person who purchases Tourism Product.

Customer Data as defined in Clause 12.1.

Dashboard means a restricted access web site that makes various account creation, management and reporting functions of TXS available that may be used strictly in accordance with this Agreement.

Data means accurate, up to date and complete information, including Personally Identifiable Information that complies with the requirements set out in this Agreement.

Data Privacy Laws means the Saudi Personal Data Protection Law and its implementing regulations and all polices, standards and controls set by the Saudi Data and Artificial Intelligence Authority (“SDAIA”) and the National Data and Management Office (“NDMO”).

Direct Credit is a periodic credit to the Distributor nominated Bank account from the Intermediary Transaction Account of agreed amounts.

Direct Debit is a periodic debit from the Product Provider nominated Bank account to the Intermediary Transaction Account of agreed amounts.

Direct Payment Bookings are a form of Online Booking in which payment or part payment by the Customer is made directly to the Product Provider, the Product Provider is responsible for issuing a Tax Invoice to the Customer, and the Product Provider is responsible for issuing a Tax Invoice to the Distributor (if applicable).

Distributor means a Participant in TXS who agrees on the Distributor Terms and Conditions to distribute Tourism Product(s).

Distributor Fees means fees payable to the Distributor in accordance with the Distributor Rate.

Distributor Rate is the rate populated by the Distributor in the Distributor Terms and Conditions (or subject to clause 6.3 as amended by the Distributor) for distributing Products Description(s) through the distribution services expressed as a percentage of the value of the Online Booking at the date the Online Booking is made.

Distribution Services means a suite of software, products and integration tools supplied by STA that allows Distributors and their Customers to access the Tourism Products on TXS and make Online Bookings via a Distributor’s Site.

Distributor Description is the Data referred to in clause ‎3.4 that is accessible to Product Providers when selecting Distributors.

Distributor Terms and Conditions means the terms and conditions set by a Distributor including the Distributor Rate upon which the Distributor agrees to distribute Product Description(s) provided by Product Providers.

End User Licence means one or more licences of the Licensed Software or any part which is entered into as part of this Agreement and is a prior condition to being granted access to the TXS and Distribution Services or any part of the TXS and Distribution Services and "End User" refers to a person who is granted an End User Licence.

Fees mean fees and payments payable by the Distributor to STA for using TXS and Distribution Services as outlined in the Application.

Financial Data means credit card details or banking details associated with a Customer.

Force Majeure Event means any event outside STA's reasonable control, and includes a failure or fluctuation in any electrical power supply, failure of air conditioning or humidity control, electromagnetic interference, cable cut, fire, storm, flood, earthquake, accident, war, act of terrorism, labour dispute (other than a dispute solely between STA and its own staff or staff under its control), materials or labour shortage, the change or introduction of any law or regulation or an act or omission, failure or delay of any third party or any failure of any equipment owned or operated by any third party.

Gateway means one or more third party suppliers nominated by STA during the Term to provide gateway services to TXS to route credit, debit, and stored value card transactions from merchants' point-of-sale terminals or internet sites to Bank and customer back-end systems for processing.

Intellectual Property Rights means patents, trademarks, copyrights, topography rights, rights to extract information from a database, design rights, trade secrets and rights of confidence, and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of them which may subsist anywhere in the world, whether or not any of them are registered and including applications for registration of any of them.

Intermediary Transaction Account means a Bank account established and maintained by STA Appointed Intermediary during the Term.

Licensed Software means software developed, owned, or licensed by STA and delivered by STA under the terms of this Agreement.

Licensors means the company(s) which have licensed software to STA.

Live Date means the date the Distributor is activated on the TXS allowing Product Providers to be bookable through the Site.

Monthly Accounting Date means a fixed day in each month (which until otherwise notified by STA shall be the 1st day of each month) on which TXS automatically generates reports and commences a new monthly accounting period for the purpose of the monthly issuing of Tax Invoices.

Monthly Payment Date means one or more days in each month determined by STA (which may vary according to Participants or Online Booking type) on which Direct Debits and Direct Credits occur which until otherwise determined by STA shall be the [DEBIT PAYMENT DATE] day of each month for the Direct Debit from Participants of Fees owing and the [CREDIT PAYMENT DATE] day of each month for the Direct Credit of payments owing to Participants.

Online Bookings means electronic bookings of Tourism Product made by using the Booking and Payment Services.

Participant means an individual participant (other than a Customer) who uses TXS in a defined manner agreed with STA.

Person includes a corporation, partnership or other trading entity and the singular includes the plural and vice versa.

Personally Identifiable Information (PII) means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular Customer  or household.

Product Description means Data that describes a Tourism Product that includes the minimum requirements to enable Online Bookings of that Tourism Product to be made there and then including but not limited to product name, provider name, Booking Terms, Conditions of Use, and a price for the requested time.

Product Provider means a supplier of Tourism Product who populates Product Description on TXS.

Recipient Created Tax Invoices are defined in [APPLICABLE TAX] Law and issued to Product Provider in the circumstances set out in clause ‎4 subject always to clause Error! Reference source not found..

SA means the Kingdom of Saudi Arabia.

Site means the Distributor’s website; or any website/service using the Distribution Services being used by the Distributor or any other booking interface that is integrated to the TXS.

STA Appointed Intermediary means  VCUBED PTY LTD, having registered address at Unit 3/8 Alvan Street, Subiaco WA 6008, Australia

Tax Invoice means an invoice which complies with the requirements set out under the SA VAT Implementing Regulations and with the SA E-invoicing Regulations (where required).

Tax or Taxation means and includes all forms of taxation (or Zakat) and statutory and governmental, state, provincial, local governmental or municipal charges, duties, contributions, and levies, withholdings, and deductions, in each case whether of Saudi Arabia or elsewhere and whenever imposed, and all related penalties, fines, charges, costs, and interest.

Term commences on the date of Distributor opting into these Distributor Terms and Conditions and continues until terminated in accordance with clause ‎15.

Tourism Exchange Saudi (TXS) means a software platform suitable for Tourism Products comprising an open booking exchange marketplace offering web services that enables Product Providers to make available Tourism Product to Customers through multiple Distributors.

Tourism Product means accommodation, attractions, tickets, transport, tours, goods, epicurean and other tourism and leisure based services and facilities in or relating to a Product Provider.

Value Added Tax (VAT) means any taxation levied by reference to added value or any sales or turnover tax of similar nature

2.    Appointment as a Distributor

2.1  Subject to Distributor complying with all of the terms and conditions of this Agreement, STA agrees to provide the Distributor access to connect to the electronic tourism marketplace known as TXS to act as a Participant in the role of Distributor.

2.2. Distributor may:

(a) connect on a live (real time) basis to TXS in a manner prescribed by STA utilising the Distribution Services;

(b) distribute Product Description for Product Providers who have electronically accepted the Distributor Terms and Conditions in TXS;

(c) populate Data in TXS setting out the Distributor Terms and Conditions;

(d) populate Data in TXS setting out the Booking Terms and Conditions of Use;

(e) populate Data in TXS setting out the Distributor Description;

(f) use the reporting and management functionalities as supplied in the Distributor Dashboard; and

(g) access other services available in TXS

(h) Where the Product Provider has supplied Product Descriptions and Booking Terms directly to the Distributor via TXS, subject to the Distributor agreeing to the Booking Terms, the Distributor agrees to transmit and make such Product Descriptions and Booking Terms available to Customers in its original form, including deposit terms, cancellation terms, support process, privacy policy, Conditions of Use.

2.3 This obligation applies to all relevant Product Descriptions and Booking Terms provided for the purpose of informing, promoting, booking and redeeming the Tourism Product.

2.4  The Participants must not represent or hold themselves out as an agent of STA or Licensor for any purpose or make any warranty or representation on their behalf at any time.

2.5  The Participants must not without STA's prior written consent (which must be separately obtained on each occasion that consent is intended to be acted upon) make any promises or guarantees with reference to the functionality of TXS beyond those contained in the user guides and training material supplied by STA and the Participants must not incur any liability on behalf of STA at any time.

3. Populating Data on TXS

3.1  To ensure the orderly conduct and operation of TXS all Data must:

(a) only be populated by Participants authorised to do so;

(b) comply (in form and content) with the terms and conditions that apply to particular Participants including in the case of Distributors the terms of this Agreement; and

(c)  be up to date, accurate and complete in all respects.

3.2  In populating Data the Distributor must ensure that it complies with and where it offers to sell, supply or distribute Tourism Product(s) through TXS that such offers comply with:

All relevant laws, regulations and legally required standards, including but not limited to the Data Privacy Laws, and other applicable fair trading laws; and

(a) All regulatory guidelines and industry codes of conduct in relation to the promotion and sale of Tourism Products.

3.3 During the Term, the Distributor must appoint one or more persons authorised by the Distributor to populate Data, which will be password-protected. The Distributor is solely responsible for safeguarding its passwords, overseeing the activities of its authorised persons, and all use of TXS by such authorised persons. The Distributor must ensure that all authorised persons have been provided with, and have read and understood, this Agreement before using TXS.

3.4 Where the Distributor populates Data setting out the Distributor Description, the Distributor must complete all the required fields.

3.5 Where the Distributor populates Data setting out the Distributor Terms and Conditions, the Distributor must complete the following fields:

(a) full details of Distributor Terms and Conditions;

(b) Distributor Rate, and

(c)  full details of the circumstances in which the Distributor can change the Distributor Terms and Conditions including notifying by e-mail Product Providers who have accepted the Distributor Terms and Conditions at least 30 days prior to the implementation of any changes to the Distributor Terms and Conditions. A copy of this notice must also be provided to the STA.

3.6  Where the Distributor populates Data setting out Booking Terms, the Distributor must complete the following fields:

(a) deposit terms;

(b) cancellation terms;

(c) support process;

(d) privacy policy;

(e) Conditions of Use.

3.7 Data populated and amended (subject to clause ‎3.5(c)) by the Distributor is the Distributor’s sole responsibility and STA accepts no responsibility for and is not liable for the contents of Data populated by the Distributor or any other person in TXS nor for any errors or omissions in that Data nor for any reliance by any person on that Data. Any Data populated by STA at the Distributor’s request or the request of any other Participant remains the Distributor’s  responsibility or the responsibility of the requesting Participant. Nothing in this Agreement is to be read or construed as making STA responsible for the contents of or accuracy or completeness of Data populated by or on behalf of  the Distributor or any other Participant.

3.8 All Data populated and re-populated by the Distributor will be set and reset in TXS by STA but the Distributor is responsible for checking the accuracy and completeness of that Data and for immediately informing STA of any errors. Nothing in this Agreement is to be read or construed as making STA responsible for the contents of or accuracy or completeness of Data set or reset by STA on behalf of the Distributor or any other Participant.

4. Accessing e-commerce on TXS

4.1 Access to the Booking and Payment Services by the Distributor is subject to and conditional upon the Distributor’s continued compliance with this Agreement .

4.2 The Distributor must, throughout the Term, obtain and maintain all necessary authorities, consents, and approvals required to enable the electronic processing of payments arising from Online Bookings. The Distributor must also establish and maintain all necessary accounts, instructions, and authorisations with its Bank and Gateway to facilitate such processing, and agrees that all such payments shall be made exclusively via electronic funds transfer.

4.3 All Fees (if any) owing by the Distributor are calculated on the Monthly Accounting Date and processed into Tax Invoices before the Monthly Payment Date for payment by Direct Debit on the Monthly Payment Date. All Distributor Fees owing are calculated and issued into Recipient Created Tax Invoices seven days before the Monthly Payment Date for payment by Direct Credit on the Monthly Payment Date. The Distributor must maintain sufficient cleared funds in the Distributor nominated Bank account to ensure that the Direct Debits referred to in clause ‎4.4 can occur in each month on the Monthly Payment Date. 

4.4  Authorizations and payment mechanics:

(a) Generation by the Saudi Tourism Authority Appointed Intermediary of Recipient Created Tax Invoices in compliance with the SA VAT Implementing Regulations and E-invoicing Regulations;

(b) Payment to the Appointed Intermediary of any penalties incurred due to late VAT or tax payments caused by the Distributor’s non-compliance with this Agreement or applicable law; and

(c) Generation of Booking Notifications using the Product Description and delivery to Customers upon Online Booking.

4.5 In the case of Direct Payment Bookings:

(a) The Product Provider is responsible for issuing booking confirmations and/or Tax Invoices to the Customer;

(b) The Product Provider must settle all payments and commissions for services directly with the Distributor, or via Appointed Intermediary, in accordance with the Distributor Terms and Conditions.

4.6  STA is not responsible for the administration of any third party approval or contractual requirements that are included in the Booking and Payment Services, Gateway or Bank accounts.

4.7 Inclusion in the Booking and Payment Services of any third party material is not an endorsement by STA of the services offered by any third party and does not constitute an offer by STA to provide or promote those services to the Distributor. It is the Distributor’s responsibility to evaluate the accuracy and usefulness of any third party information including the reliability and fitness for purpose of any underlying goods or services offered and to seek independent information and advice before acting in reliance on that information.

4.8 Subject to the Distributor continuing to perform its obligations under these Terms and Conditions STA agrees where applicable:

(a) to issue Tax Invoices through STA Appointed Intermediary to Product Providers before the Monthly Payment Date in each month for all Distribution Fees (if any) that have accrued since the last Monthly Accounting Date;

(b) to require all Product Providers using Booking and Payment Services to agree to terms and conditions for use of Booking and Payment Services that are consistent with the provisions of this clause ‎4;

(c)  to monitor performance by Product Providers of the terms and conditions referred to in clause ‎(b) including payment of all Distribution Fees and where a Product Provider breaches those terms and conditions (as determined by STA in its reasonable discretion) to deny access to Booking and Payment Services to that Product Provider.

5.  Tax Invoices

5.1 TXS includes functionality to process and calculate Tax Invoices monthly by reference to the Monthly Accounting Date so that (subject to clause Error! Reference source not found.) Tax Invoices including Recipient Created Tax Invoices under clause ‎5.2 are electronically sent to Participants seven days before the Monthly Payment Date for all Online Bookings made during the period commencing on the last Monthly Accounting Date and ending at midnight before the Monthly Accounting Date. The Distributor is responsible for checking the receipt of all Tax Invoices including Recipient Created Tax Invoices and the Distributor must promptly check the accuracy of all Tax Invoices including Recipient Created Tax Invoices and advise STA immediately of any errors or omissions.

5.2 Tax Invoices including Recipient Created Tax Invoices will be created by reference to the Data pre-set for each Online Booking on the date when an Online Booking is made (including number of Online Bookings, Product Description, Online Booking value, Fees and Distributor Fees) and the commercial terms described in clause ‎6.

5.3  STA Appointed Intermediary on behalf of STA will promptly investigate any alleged errors or omissions in the Tax Invoices notified by a Participant and advise the Participant in writing within 10 working days of either:

(a) the outcome of the investigation, detailing the reasons for STA's decision; or

(b)  the need for more time to complete the investigation.

5.4  STA Appointed Intermediary will promptly correct any manifest errors or omissions caused by:

(a) an incorrect or incomplete mathematical computation; or

(b) the calculation of payments other than in accordance with the relevant, number of Online Bookings, Product Description, Online Booking value, Fees and Distributor Fees pre-set in TXS on the date when an Online Booking is made.

5.5  STA Appointed Intermediary will not be obliged to correct any alleged errors or omissions in the Tax Invoice:

(a) to the extent that they are caused or contributed to by a Participant,

(b) that are reported to STA more than 5 working days from the date of the Tax Invoice,

(c) where the Tax Invoice is consistent with the number of Online Bookings, Product Description, Online Booking value, Fees and Distributor Fees pre-set in TXS on the date when an Online Booking is made which shall be final and conclusive.

5.6 STA may independently review the accuracy of Tax Invoices at any time and correct any manifest errors or omissions.

5.7 Where STA Appointed Intermediary corrects an error in a Tax Invoice (under clauses ‎5.4 or ‎5.6) it may in its sole discretion either immediately cancel the relevant Tax Invoice and issue a replacement Tax Invoice or make any adjustments required in a succeeding Tax Invoice provided that where it has not already done so it must advise the relevant Participants in writing of the reasons for the decision. Where Tax Invoices are cancelled or adjusted in the circumstances described in this clause then the payment processing described in clause ‎4.4 will be activated to correct overpayments or underpayments.

5.8  The Distributor must appoint during the Term one or more persons authorised by the Distributor to receive and check Tax Invoices including Recipient Created Tax Invoices. The Distributor is solely responsible for the activities of appointees and their use of TXS, and the Distributor must ensure that the appointees have read and understood the terms and conditions of this Agreement, and conditions of any Gateway and Bank accounts maintained by the Distributor before using TXS.

5.9 STA may change the date upon which Tax Invoices are electronically sent to the Distributor at any time but must give The Distributor 30 days’ notice of any proposed change.

6.  Commercial Terms

6.1  The Distributoragrees that some or all of the following payments will be made in using TXS:

(a) Distributor Rate – Payable by the Product Provider to the Distributor through the STA Appointed Intermediary on each Online Booking made using a Distributor’s TXS channel. The Distributor Rate shall be defined, agreed, and stipulated for each supplied product as part of the applicable specific terms. Payments shall be made monthly on the Monthly Payment Date, as outlined in the Agreement.

(b) Additional Support fees (if any) for use of TXS and Distribution Services payable by the Distributor in each month on the Monthly Payment Date for all payments that have accrued up to the last Monthly Accounting Date at the rate set and listed by STA.

6.2 The agreed Distribution Rates may be amended upon mutual agreement between STA and the Participants.

6.3  The Distributor agrees that nothing in this Agreement makes STA responsible for or appoints STA as agent in the Distributor’s name or on Distributor’s behalf to:

(a) collect, request or demand payment of debts from any third party including but not limited to Customers or Product Providers;

(b) process requests from Customers including but not limited to requests for refunds for Direct Payment Bookings (in whole or part);

(c) check the accuracy or completeness of Participants’ Data including but not limited to Product Descriptions, Distributor Terms and Conditions, Booking Terms or Distributor Description

(d) refund any payment made by The Distributor or any third party in connection with Online Bookings whether or not the Distributor or any third party are required to refund any amount to a third party including but not limited to Customers.

6.4 The Distributor must not represent itself as an agent of STA for any purpose nor make any warranty or representation on STA’s behalf.

6.5 The Distributor must not without prior written consent (which must be obtained on each occasion that consent is intended to be acted upon) make any Product Descriptions or other data sourced from TXS available to any other Party including but limited to other persons or corporations including but not limited to those who distribute travel products.

6.6 The Distributor agrees during the Term to discharge the responsibilities set out in this Agreement by using first class manpower and equipment and in compliance with the terms of this Agreement and all relevant regulatory requirements.

7.  TXS – Operating Environment

7. 1 TXS and Distribution Services are only operable in accordance with the requirements set out in the user documentation issued. STA cannot guarantee that the Distributor’s use of TXS and/or Distribution Services will be uninterrupted or free from error.

7.2 STA may during the Term change one or more of the requirements referred to in clause ‎7.1 provided that any changes do not unreasonably interfere with The Distributor operations as a Participant. All changes that affect the Distributor will be emailed to the Distributor.

7.3 STA is not responsible for any delays or errors in the execution of any transaction or instruction because of any breakdown or interruption in the TXS and/or Distribution Services due to circumstances beyond its control. It is the Distributor’s responsibility to use other means of effecting transactions, giving instructions and obtaining information if for any reason the TXS and/or Distribution Services are unavailable for use or malfunctioning.

7.4 Except to the extent expressly provided for in this Agreement the Distributor is solely responsible at the Distributor’s cost and expense for the control of the operations of any and all hardware and software.

7.5  If the Distributor reports an error or fault in TXS and/or Distribution Services and ask STA to repair it and, STA determines that TXS and/or Distribution Services is not faulty or the fault is associated with the Distributor’s equipment, telecommunications or network connections rather than TXS and/or Distribution Services, STA may charge the Distributor its support and maintenance fee and, any reasonable fee to undertake repairs.

7.6 STA may charge the Distributor for repairing a fault if it is caused by something the Distributor or his agents, servants or sub-contractors do (or do not do) intentionally, recklessly, negligently or outside manufacturers specifications.

8.  Ownership of Intellectual Property Rights and Upgrades

8.1  The Distributor agrees that STA or its Licensors own all Intellectual Property Rights capable of being owned or held in the TXS and Distribution Services or any part including but not limited to all documentation, training manuals and user guides in any medium supplied in connection with TXS and Distribution Services and that any update, modification, improvement, new release, new version or enhancement to TXS and Distribution Services (‘Upgrade’) made by any person is equally owned by STA or STA’s Licensors. The terms of this Agreement apply to each Upgrade from first release.

8.2  The Distributor agrees that trademarks whether registered or unregistered and logos forming part of TXS and Distribution Services must not be used or modified in any way without the prior written consent of STA and the Distributor’s use of TXS or Distribution Services must not in any way infringe the Intellectual Property Rights of any person.

8.3 Each party agrees and undertakes that during the Term of this Agreement and thereafter it will keep confidential and will not use for its own purposes nor without the prior written consent of the other party, disclose to any third party any information of a confidential nature (including trade secrets and information of commercial value) which may become known to that party from the other party (’Confidential Information’) unless the information is public knowledge or already known to that party at the time of disclosure or subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the possession of that party from a third party.

8.4  To the extent necessary to implement the provisions of this Agreement each party may disclose the confidential information to those of its employees as may be reasonably necessary or desirable provided that before any such disclosure each party must make those employees aware of its obligations of confidentiality under this Agreement and must at all times procure compliance by those employees with them.

8.5 The provisions of this clause 8 are intended to survive termination of this Agreement for any reason.

9. Warranties and Indemnities

9.1  Except as otherwise expressly provided the use of TXS and/or Distribution Services is a grant to use software “as is” and without warranty or representation of any kind, except as may be mandated by law. STA to the fullest extent permitted by law specifically disclaims any and all warranties, representations or conditions, express, implied, statutory or otherwise including without limitation, any implied warranty or condition of merchantability, non-infringement, or fitness for particular purpose or that use of TXS and/or Distribution Services including any manner specifically required under this Agreement shall comply with the applicable laws and relevant regulatory requirements in any place of use.

9.2 STA does not warrant that the use of the TXS and/or Distribution Services shall be free from unauthorised access or modification, uninterrupted, or error free or that any defect shall be correctable. This disclaimer constitutes an essential part of this Agreement and no us of the TXS and/or Distribution Services is authorised except under this disclaimer.

9.3 The Distributor understands that the use of TXS and/or Distribution Services is entirely at the Distributor’s own discretion and risk and without limiting the generality of that statement that through the use of TXS and/or Distribution Services the Distributor download Product Descriptions, Tourism Product and other data and that the Distributor accesses data populated by Participants including but not limited to Product Providers (together “Material”) entirely at the Distributor’s own discretion and risk and that the Distributor download, access, rely upon, disseminate or provide links to that Material entirely at the Distributor’s own discretion and risk. In the event that the Distributor provides links to the Material to any third party the Distributor must ensure that such third party is aware of the limitations of liability and exclusion of warranties set out in this Agreement including but not limited to the requirement that any use of TXS and/or Distribution Services or the Material is undertaken entirely at the risk of the party accessing or using it.

9.4 STA and Licensors will not be liable to the Distributor or any third party for any use by the Distributor or any third party of TXS and/or Distribution Services, any transaction entered into by the Distributor or a third party using TXS and/or Distribution Services which is disputed, declared void or voidable, avoided or defaulted by any person or any breach of an agreement between The Distributor or any third party and any person arising from the use of TXS and/or Distribution Services.

9.5 STA and Licensors and their respective officers, employees, agents or contractors will not be liable for any damages including but not limited to indirect, consequential or incidental loss, damage or injury, including but not limited to damages for loss of business profits, savings, revenue, use, business interruption, loss of business information, data, goodwill or other pecuniary loss under any cause of action or theory of liability arising out of the use, inability to use, or defect in TXS and/or Distribution Services or arising from or in connection with this Agreement or any act or omission of STA or Licensors or their respective officers, employees, agents or contractors, even if STA and Licensors have been advised of the possibility of such damages.  This limitation of liability will apply whether the damages arise from use, misuse or reliance on TXS and/or Distribution Services including but not limited to the Data, from any inability to use TXS and/or Distribution Services, from the interruption, suspension, or termination of TXS and/or Distribution Services (and extends to any damages incurred by third parties). This limitation of liability also applies to damages incurred by reason of other services or goods received through or advertised on TXS and/or Distribution Services (including but not limited to Tourism Product) or received through or advertised on any links provided on TXS and/or Distribution Services as well as by reason of any information or advice received through or advertised on TXS and/or Distribution Services or received through or advertised on any links provided on TXS and/or Distribution Services.

9.6 STA's maximum liability in respect of any damages, costs, expenses or other claims arising out of or in connection with this Agreement whether in contract, tort or otherwise shall except in the case of death or personal injury resulting from STA's negligence (for which no limitation will apply) be limited at STA's election in the case of services to the resupply of or the payment of the cost of resupply of the services and in the case of goods to any one or more of the following:

(a) the replacement of the goods or the supply;

(b) the repair of the goods;

or in any case to the payment to the Distributor of an amount not exceeding the Monthly Fees paid by the Distributor during the immediately preceding 12 months.

9.7 The Distributor must indemnify and hold harmless STA and Licensors against any loss damage liability expense cost or charge (including court costs and reasonable legal fees) arising from or incurred in connection with the Distributor’s use of TXS and/or Distribution Services in any manner that breaches or is in contravention of this Agreement or any relevant law, regulation, or requirement of any relevant regulatory authority in the Territory, and against the claims of Customers, Distributors or other third parties arising from or connected with the Distributor’s use of TXS and/or Distribution Services or the Distributor’s supply or failure to supply any goods or services except in each case to the extent such claims are attributable to the negligence or knowing or wilful misconduct of STA and in that case provided that The Distributor must not settle any claim without STA's prior written approval which will not be unreasonably withheld, delayed or conditioned.

9.8 The Distributor also agrees to indemnify and hold harmless STA and Licensors and their respective past, present and future officers, directors, employees or agents and the owners of third party software included in TXS and/or Distribution Services from and against any and all claims, suits or actions asserted against any or all of them to the extent that it is caused or contributed to by any negligent or wilful act or omission of the Distributor or the Distributor’s present or future employees, officers, directors, members or agents.

10. Changes, Conflicts and Continuation of this Agreement

10.1 The terms and conditions of this Agreement may be amended by STA from time to time. The Distributor will be notified of any amendments which may have an adverse effect. If the Distributor does not agree with an amendment at any time then the Distributor may terminate this Agreement by sending an appropriately worded message to STA at [EMAIL] and on receipt of the message this Agreement will automatically terminate and the Distributor will have no further right to access or use TXS and the Distributor will have no claim against any person including but not limited to STA and Licensors and their respective directors, officers and representatives arising from the termination of this Agreement. Notwithstanding termination the Distributor must continue to pay all Fees that accrue up to the next Monthly Accounting Date after the termination date and The Distributor will be entitled to receive all payments [Distributor Fees] due and owing to the Distributor that accrue up to the termination date in each case subject to the terms and conditions of this Agreement. 

10.2 If any part of this Agreement is illegal void or unenforceable then it will be excluded so that the remaining provisions of this Agreement will continue in full force and effect. Any part of this Agreement that should by sense and context continue after termination will survive termination for any reason.

11. Use of and Changes to TXS, Dashboards and Distribution Services

11.1 Subject to the Distributor complying with all of the terms and conditions of this Agreement STA agrees:

(a) to grant the Distributor a revocable non-exclusive non-transferable End User License to access or display the software (TXS and Distribution Services) delivered or made available to the Distributor (together with the associated media, printed materials, and electronic documentation (Documentation)) add-on components, or internet based services components, delivered or made available in conjunction with the software (together called Licensed Software) on a personal computer or similar device with a single user screen (unless the Distributor has purchased from STA additional user screen rights in which case this Software License will extend to the number of user screens specifically authorised by STA) (each of those activities being called “Use”) only in respect to distribution of Tourism Products on the terms and conditions set out in this Agreement;

(b)  to provide the Distributor access to certain functionality of the Licensed Software subject to The Distributor observing the terms and conditions relating to that functionality as separately notified to The Distributor.

11.2 The Distributor must not at any time:

(a) sell, license, sub-license, assign, rent or transfer the Licensed Software, or any part or right to Use the Software, or any part to a third party;

(b) claim ownership of or assert any right contrary to the interests of STA or any Licensor of the Licensed Software, or any part who has granted any license or similar right of use or exploitation to STA (Licensors);

(c) copy, translate, adapt, modify, alter, decompile, disassemble or otherwise reverse engineer or create any derivative work of the Software or change any Licensed Software in whole or in part or allow any other person to do so except only to the extent (if any) allowed under the SA Copyright Law and in that case provided that The Distributor first make a request to STA and comply with STA's reasonable requirements to ensure that STA and Licensors' proprietary rights in the Licensed Software are protected;

(d)  misuse the Licensed Software in any manner including by giving an unauthorized person the Distributor’s password details, deliberately or unintentionally disrupting TXS and/or Distribution Services, deliberately or unintentionally initiating or distributing a virus, engaging in spamming or similar activities, using the Licensed Software in an excessive or unusual way or to menace or harass others, entering inappropriate data including embedding HTML or code which affects other users’ websites, systems or general operations, distributing offensive language and offensive pictures or graphics, conducting denial of service attacks on other users or networks, or unlawfully obtaining access to other networks;

(e) use the Licensed Software in any manner that breaches or is in contravention of any relevant law, regulation, or requirement of any relevant regulatory authority in the Territory; or

(f) access, integrate, connect to or use the Software in any manner that does not comply with the provisions of this Agreement.

11.3 The Distributor may make and use an unlimited number of copies of the Documentation provided that such copies are used only for personal purposes and are not republished or distributed (in any medium) beyond the Distributor premises.

11.4 Upon request the Distributor must provide STA with:

(a)  all assistance and information required to enable STA to determine whether the Distributor is in compliance with this Agreement, and

(b)  access to all relevant data generated by the Distributor’s use of the Licensed Software for STA's use solely in system tuning and similar technical or network purposes related to the TXS and/or Distribution Services and for no other purpose.

11.5  Where STA terminates or suspends use of TXS and/or Distribution Services then the Distributor must immediately cease using the Licensed Software and at STA's request do everything required to permanently delete the Licensed Software from any equipment on which it is loaded or stored.

11.6 TXS and/or Distribution Services may be upgraded by STA at any time without reference to the the Distributor.

11.7  STA intends to continually develop the TXS and/ Distribution Services and to issue and release Upgrades. If the Upgrade issued includes amended terms that are commercially disadvantageous to the Distributor then notice of the amended terms will be provided to The Distributor by STA at the time of delivery of the Upgrades.

11.8 The Distributor may decline to utilise an Upgrade, but if so will not be entitled to install and operate the Upgrade and in that case acknowledge that STA will not continue to support the previous version of software and therefore the Distributor must cease all use of TXS and/or Distribution Services within 90 days from the date of delivery of the Upgrade

12. Customer and Product Provider Data

12.1  The Distributor acknowledges that TXS and/or Distribution Services includes a central data collection and storage system that will collect and store upon generation all information relating to all bookings including but not limited to the use of STA and Licensors approved Google Analytics (or similar service) made by Customers with Product Providers, (but excluding all Banking or credit card details of any person) (“Customer Data”).

12.2 The Distributor acknowledges in respect to Bookings made utilising the Distribution Services that the Distributor act as a “Data Controller” and wishes to subcontract processing of Customer Data, including Personal Identifiable Information to STA (“Data Processor”) in accordance with the terms of this Agreement.

12.3 The Distributor authorises STA to appoint any person to process Customer Data on behalf of STA in connection with this Agreement (”Subprocessor”).

12.4 The Distributor authorise STA to transferer Customer Data to Participants subject to Customers providing Consent as part of the booking process. Should Customers not provide Consent then the Distributor authorises STA to transfer anonymised Customer Data to Participants.

12.5 The Distributor authorise Data Processor to transfer Customer Data and Product Provider Data to countries outside SA, in line with the applicable laws in SA and where permissible. If Personally Identifiable Information is processed under this Agreement is transferred  outside SA, the Parties shall ensure that the Personally Identifiable Information is adequately protected.

12.6  Should the Distributor use Google Analytics or other similar tracking codes as part of the Distributor’s use of the Distribution Services, the Distributor warrants to comply at all times with obligations under the Distributor’s agreement with Google or similar companies and indemnify STA against any loss or damage suffered by STA arising as a result of a breach of the Distributor’s obligations arising under that agreement or any associated legislation.

12.7 Customer Data and Product Provider Data may only be accessed and used by STA (either alone or with its nominees) in accordance with Data Privacy Laws.

12.8  The Distributor must at all times comply with own obligations arising under  Data Privacy Laws in relation to the collection, use, disclosure, storage or handling of Personally Identifiable Information in the Distributor’s use of TXS and indemnify STA against any loss or damage suffered by STA arising as a result of a breach of the Distributor’s obligations arising under that Act or any similar legislation.

12.9 All Personally Identifiable Information supplied or otherwise acquired by STA about the Distributor will be dealt with in accordance with STA’s Privacy Policy which is available at Privacy Policy.

13. Communications

13.1 Other than as outlined in this Agreement, any public announcement or public statement made by the parties, other than those required by law, concerning this Agreement or the matters referred to in this Agreement shall be first approved in writing by both parties.

13.2 The Distributor agrees that STA may use the Distributor’s name and logo in promotional material relating to the TXS and current and potential Participants in the TXS provided STA complies with the branding guidelines provided by The Distributor from time to time.

13.3  STA Agrees that the Distributor can use the name and logo of TXS in promotional material, provided the Distributor complies with the guidelines provided by STA from time to time which will include:

(a) under no circumstances will the terms or the logos of TXS and or TXS be used in reference to any fees charged by the Distributor;

(b) the Distributor will not ascribe, communicate or position any fees or charges as caused by or attributable to the connection to the TXS;

(c) at all times the Distributor will refer to TXS in a positive manner.

14. VAT Tax

14.1  In this Agreement the expressions “consideration”, “VAT Tax”, “supply”, “tax invoice”, “recipient” "Recipient Created Tax Invoice" and “taxable supply” have the meanings given to those expressions in SA Income Tax Laws and Regulations, where applicable .

14.2 Unless otherwise expressly stated, all amounts or considerations payable are inclusive of VAT.

14.3 The recipient of a supply is entitled to a valid tax invoice in respect of the supply at or about the time of the supply.

14.4 Where STA issues a Recipient Created Tax Invoice the Distributor must not issue a tax invoice for the TXS Supply.

14.5 The Distributor must be registered for VAT Tax prior to making a supply and must immediately notify STA if it ceases to be registered.

15. Suspension and Termination

15.1  STA may without liability immediately suspend the operation of TXS and/or Distribution Services for an indefinite period or restrict the Distributor’s access to TXS and/or Distribution Services by notice to the Distributor where:

(a) an essential supplier of services terminates its agreement with STA or ceases to supply services to STA;

(b)  there is an emergency, or STA reasonably believes a threat or risk exists to the security of TXS or the integrity of the platform or the network or a supplier's network;

(c) a Force Majeure Event occurs;

(d) STA is required by law or in order to comply with an order, direction or request of any relevant regulatory authority;

(e) STA reasonably suspects fraud or other illegal conduct by The Distributor or any other person in connection with TXS and/or Distribution Services;

(f) doing so is necessary to maintain, repair or restore any part of TXS and/or Distribution Services or any telecommunication or network service used to supply services to TXS or for other operational reasons, or

(g) while investigating any breach on the Distributor’s part of this Agreement.

15.2 Either Party may terminate this Agreement immediately by notice to the other:

(a)  if a Party has breached this Agreement and in the other Party’s reasonable opinion that breach is not capable of remedy;

(b)  if a Party has breached this Agreement and where the breach is capable of remedy the Party has failed after notification to remedy the breach within 14 days of receiving email notice from the Party of that breach;

(c)  if a provisional liquidator, liquidator, receiver or receiver and manager or any other administrator of a Party’s business or assets is appointed or if a Party enters into any composition or arrangement with their creditors; or

(d)  if a Party is a natural person in the event of death.

15.3  Where this Agreement is terminated the Distributor remains liable for payment of all Fees calculated to the next Monthly Accounting Date after the termination date.

15.4  STA may without liability terminate this Agreement by giving 90 days’ notice and at the end of that notice period this Agreement will automatically terminate and the Distributor will have no further right to access or use TXS and/or Distribution Services and the Distributor will have no claim against any person including but not limited to STA and its respective directors, officers and representatives arising from the termination of this Agreement.

16. Assignment and Sub-contracting

16.1 To the extent they are assignable; STA may at any time assign:

(a) its rights under this Agreement to any person;

(b) its obligations under this Agreement to the surviving entity of any merger or where STA sells its entire business and assets provided that in those circumstances the assignee undertakes to perform those obligations in which case STA will be released from any further performance with effect from the date of assignment.

16.2  STA may perform any of its obligations under this Agreement by arranging for them to be performed by another person or organisation.

17. Applicable Law

This Agreement is governed by and is to be construed according to the laws applicable in the Kingdom of Saudi Arabia. The provisions of this Agreement may not satisfy the laws of any other country.

18.  Notices

18.1 Any notice, claim or demand in connection with this Agreement (each a “Notice”) shall be sufficiently given to the recipient at its address, and in the case of STA as stated at the beginning of this Agreement.

Aggregator Agreement For Concierge Distribution Via Tourism Exchange Saudi

1. Parties
1.1 This Aggregator Agreement (“Agreement”) is entered into between:
(a) The Saudi Tourism Authority, having its registered address at Al Raed District 8316, 12355 King Abdullah bin Abdulaziz Saud Str., Building No. 3295, Riyadh, Kingdom of Saudi Arabia;
(b) And You, the Aggregator, whose details are as follows:Full legal name,Trading name (if different), Main address (if a company), Contact Details, full name, Job title, and Email

SCHEDULE 1 – DEFINITIONS

2. Definitions
For the purposes of this Agreement, the following definitions shall apply:

2.1 Additional Support means the additional support required by You which will be provided at the Saudi Tourism Authority standard rates as detailed in Your Application.

2.2 Application refers to one or more application forms, authorities, or agreements that You must execute to participate as an Aggregator in TXS and the Booking and Payment Services that form part of this Agreement.

2.3 Bank has the meaning set out in the Banking Control Law or, for non-SA providers, the applicable legislation of the Provider’s operating jurisdiction.

2.4 Booking and Payment Services means services that include a booking and electronic payment processing system to be made available on agreed terms to Participants in TXS by the Saudi Tourism Authority or one or more third-party suppliers, to be automatically calculated and processed in accordance with pre-set Data populated in TXS by authorised Participants.

2.5 Booking Notification means the email sent to Customers from TXS that displays the details of the Customer’s Online Booking.

2.6 Booking System means a business management system which You use to manage Your business and which has been connected to the TXS.

2.7 Booking Terms means the terms and conditions set by You upon which a Customer can make an Online Booking.

2.8 Connected Booking System means a business management system which You use to manage Your business which has been connected to the TXS.

2.9 Conditions of Use means the conditions upon which a Customer can use Your Tourism Product as set by You.

2.10 Consent means any freely given, specific, informed, and unambiguous indication of a Data Subject’s wishes by which he or she, by a statement or by clear affirmative action, signifies agreement to the processing of Personally Identifiable Information relating to him or her.

2.11 Controller, Data Subject, Processor, and Sub Processor have the respective meanings attributed to the non-capitalized version of those terms by the Saudi Personal Data Protection Law or any other relevant Saudi data privacy laws (collectively referred to as “Data Privacy Laws”).

2.12 Credit Card Processing Fees is a fee(s) for Gateway services payable by You to the Gateway at the rate described in Your Gateway Application as amended and notified to You by the Gateway.

2.13 Customer means a person who purchases a Tourism Product.

2.14 Dashboard means a restricted access website that makes various account creation, management, and reporting functions of TXS available that may be used strictly in accordance with this Agreement.

2.15 Data means a collection of facts in raw or unorganized form such as numbers, characters, images, video, voice recordings, or symbols that comply with the requirements set out in this Agreement.

2.16 Distributor means a Participant in TXS who agrees on the Distributor Terms and Conditions to distribute Tourism Product.

2.17 Distributor Rate is the rate populated by Distributors in their Distributor Terms and Conditions for distributing Product Description through their distribution services, expressed as a percentage of the value of the Online Booking at the date the Online Booking is made.

2.18 Distributor Terms and Conditions are the terms set out in TXS upon which a Distributor agrees to distribute Your Product Description.

2.19 End User Licence means one or more licences of the Licensed Software or any part of it which is entered into as part of this Agreement. It is a prior condition to being granted access to the TXS and/or Polling Services or any part thereof. "End User" refers to a person who is granted an End User Licence.

2.20 Fees mean fees and payments payable by You to the Saudi Tourism Authority for using TXS and/or Polling Services as outlined in the Application.

2.21 Financial Data means credit card details or banking details associated with a Customer.

2.22 Force Majeure Event means any event outside the Saudi Tourism Authority's reasonable control. This includes but is not limited to:
    (a) failure or fluctuation in electrical power supply,
    (b) failure of air conditioning or humidity control,
    (c) electromagnetic interference
    (d) cable cut, fire, storm, flood, earthquake,   
    (e) accident, war, act of terrorism
    (f) labour dispute (except one solely between Saudi Tourism Authority and its staff),   
    (g) shortage of materials or labour,
    (h) change or introduction of any law or regulation
    (i) any act or omission, failure or delay of a third party
    (j) any failure of third-party owned or operated equipment.

2.23 Gateway means one or more third-party suppliers nominated by the Saudi Tourism Authority during the Term to provide gateway services to TXS, which route credit, debit, and stored value card transactions from merchants' point-of-sale terminals or internet sites to Bank and customer backend systems for processing.

2.24 SA means the Kingdom of Saudi Arabia.

2.25 Intellectual Property Rights means patents, trademarks, copyrights, topography rights, rights to extract information from a database, design rights, trade secrets and rights of confidence, and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of them which may subsist anywhere in the world, whether or not any of them are registered and including applications for registration of any of them.

2.26 Licensed Software means software developed, owned, or licensed by the Saudi Tourism Authority and delivered by the Saudi Tourism Authority under the terms of this Agreement.

2.27 Licensors means the company(s) which have licensed software to the Saudi Tourism Authority.

2.28 Monthly Accounting Date means a fixed day in each month (which, unless otherwise notified by the Saudi Tourism Authority, shall be the 1st day of each month) on which TXS automatically generates reports and commences a new monthly accounting period for the purpose of the monthly issuing of Tax Invoices.

2.29 Monthly Fee is the monthly payment (if any) for use of TXS and/or Saudi Tourism Authority Booking Systems at the rate described in Your Application.

2.30 Monthly Payment Date means one or more days in each month determined by the Saudi Tourism Authority (which may vary according to Participants or Online Booking type) on which Payments occur.

2.31 My Booking Pages means the functionality provided by TXS to activate Your own Business Website or other Distributors’ websites with a “Book Now” button to enable Customers to make Online Bookings of Your Tourism Product using the Booking and Payment Services.

2.32 Direct Payment Bookings are a form of Online Booking in which payment or part payment by the Customer is made directly to the Distributor, the Distributor is responsible for issuing a Tax Invoice to the Customer, and the Product Provider is responsible for issuing a Tax Invoice to the Distributor (if applicable).

2.32 Online Bookings means electronic bookings of Tourism Product made using the Booking and Payment Services.

2.34 Participant means an individual participant who uses TXS in a defined manner agreed with the Saudi Tourism Authority.

2.35 PDPL means the Saudi Personal Data Protection Law.

2.36 Person includes a corporation, partnership or other trading entity and the singular includes the plural and vice versa.

2.37 Personally Identifiable Information (PII) means any data, regardless of its source or form, that may lead to identifying an individual specifically, or that may directly or indirectly make it possible to identify an individual, including name, personal identification number, addresses, contact numbers, license numbers, records, personal assets, bank and credit card numbers, photos and videos of an individual, and any other data of personal nature.

2.38 Polling Services are a set of services provided by the Saudi Tourism Authority which allow Online Booking of Your Tourism Product (using the booking capacity provided by Your Booking System) and the processing of payments generated by Online Bookings, which are automatically calculated and distributed in accordance with pre-set Data populated in TXS by authorised Participants.

2.39 Product Description means Data that describes a Tourism Product that includes the minimum requirements to enable Online Bookings of that Tourism Product to be made there and then, including but not limited to product name, provider name, Booking Terms, Conditions of Use, and a price for the requested time.

2.40 Product Provider means a supplier of Tourism Product who populates Product Description on TXS.

2.41 Tax or Taxation means and includes all forms of taxation (or zakat) and statutory and governmental, state, provincial, local governmental or municipal charges, duties, contributions, and levies, withholdings, and deductions, in each case whether of Saudi Arabia or elsewhere and whenever imposed, and all related penalties, fines, charges, costs, and interest.

2.42 Tax Invoice means an invoice which complies with the requirements set out under the SA VAT Implementing Regulations and with the SA E-invoicing Regulations (where required).

2.43 Term commences on the date of Application and continues for the period stated in Your Application or until terminated in accordance with clause 15.

2.44 TXS (Tourism Exchange Saudi) means a software platform suitable for Tourism Products comprising an open booking exchange marketplace offering web services that enables Product Providers to make available Tourism Product to Customers through multiple Distributors.

2.445 Tourism Product means accommodation, attractions, transport (including but not limited to air transport, ground and sea transport), car rental, tours, excursions, events and shows, meet & greet services, goods, epicurean and other tourism and leisure-based services and facilities in or relating to a Product Provider.

2.46 Saudi Tourism Authority Booking System means a business management system which is a product of the Saudi Tourism Authority (or its licensors) distributed by the Saudi Tourism Authority.

2.47 Intermediary Transaction Account means a Bank account established and maintained by Saudi Tourism Authority appointed intermediary during the Term.

2.48 Value Added Tax (VAT) means any taxation levied by reference to added value or any sales or turnover tax of similar nature.

SCHEDULE 2 – APPOINTMENT AS AN AGGREGATOR

3. Appointment and Access Rights

3.1 Subject to Your compliance with all of the terms and conditions of this Agreement, the Saudi Tourism Authority agrees to provide You with access to connect to the electronic tourism marketplace known as TXS, to act as a Participant in the role of Aggregator.

4. Aggregator Rights and Functional Capabilities

4.1 As an Aggregator, You may:

(a) Connect on a live (real-time) basis to TXS in a manner prescribed by the Saudi Tourism Authority utilising the Polling Services;
    (b) Set and reset Data in TXS to configure and update Your Product Description;
    (c) Select or opt into one or more Distributors to distribute Your Product Description, and reset or opt out of Your selections at any time;
    (d) Set and reset Data in TXS defining the Booking Terms and Conditions of Use upon which You will supply Tourism Product to Customers;
    (e) Use the reporting and management functionalities available in Your Dashboard;
    (f) Use the My Booking Pages functionality as provided through Your Dashboard;
    (g) Access other services as detailed in Your Application.

5. Restrictions on Representation and Authority

5.1 You must not represent or hold Yourself out as an agent of the Saudi Tourism Authority or a Licensee for any purpose.

5.2 You must not make any warranty or representation on behalf of the Saudi Tourism Authority or its Licensees at any time.

5.3 You must not, without the Saudi Tourism Authority’s prior written consent (which must be separately obtained for each instance), do any of the following:

(a) Make any promises or guarantees regarding the functionality of the Polling Services or TXS beyond those set out in the user guides and training materials supplied by the Saudi Tourism Authority;
    (b) Incur any liability or enter into any commitment or obligation on behalf of the Saudi Tourism Authority.

SCHEDULE 3 – POPULATING DATA ON TXS

6. Data Population Standards

6.1 To ensure the orderly conduct and operation of TXS, all Data must:

(a) Only be populated and updated either via Your Booking System or by entry in Your Dashboard by Participants authorised to do so;
    (b) Comply, in both form and content, with the terms and conditions applicable to particular Participants, including in the case of Aggregators, the terms of this Agreement; and
    (c) Be up-to-date, accurate and complete in all respects.

7. Compliance with Laws and Standards

7.1 In populating Data, You must ensure that:

(a) You comply with all relevant laws, regulations and legally required standards, including but not limited to the Saudi E-Commerce Law, PDPL implementing regulation, NDMO policies, standards and controls, and other applicable fair trading laws; and
    (b) Any offer to sell, supply, or distribute Tourism Product through TXS complies with all regulatory guidelines and industry codes of conduct related to the promotion and sale of Tourism Products.

8. Data Handling and Liability

8.1 The Saudi Tourism Authority shall not assume any responsibility for the handling of Data by third parties, including but not limited to compliance with the Personal Data Protection Law (PDPL).

8.2 It is the responsibility of the contracting party to ensure that their data handling practices comply fully with applicable laws and regulations.

9. Authorised Users and Access Security

9.1 You must, during the Term, appoint one or more persons authorised to populate Data, who will be provided with password-protected access.

9.2 You are solely responsible for:

(a) The safekeeping of Your passwords;
    (b) The activities and actions of Your authorised appointees; and
    (c) Ensuring that each appointee has been provided with, has read, and has understood this Agreement prior to using TXS.

10. Required Fields for Product Description

10.1 When populating Product Description as Data on TXS, You must complete the following fields:

(a) Description of Tourism Product;
    (b) Availability;
    (c) Price;
    (d) Seasonal Adjustments;
    (e) Deposit;
    (f) Cancellation Terms;
    (g) Booking Terms;
    (h) Conditions of Use.

11. Responsibility for Data

11.1 Data, including but not limited to Product Description, populated by You remains Your sole responsibility.

11.2 The Saudi Tourism Authority:

(a) Accepts no responsibility and is not liable for the content, accuracy, or completeness of any Data populated by You or any third party in TXS;
    (b) Is not liable for any reliance placed by any person on such Data; and
    (c) Shall not be deemed responsible for any errors or omissions in Data, including where the Data was populated at the request of You or any other Participant.

11.3 Any Data populated or reset in TXS by the Saudi Tourism Authority at Your request or on behalf of another Participant remains the responsibility of the requesting party.

11.4 You are responsible for verifying the accuracy and completeness of any Data populated or reset by the Saudi Tourism Authority on Your behalf and must immediately notify them of any errors.

SCHEDULE 4 – PAYMENT FLOW

12. Customer Payments

12.1 Customers shall make payments for Aggregator’s Products through the online platform.

12.2 All such payments shall be deposited directly into the payment gateway account, which may be linked to Your designated bank account.

13. Transaction Reporting

13.1 TXS shall provide You, the Distributor, and the Saudi Tourism Authority (STA) with detailed transaction reports.

13.2 These reports shall:

(a) Be accessible via the TXS Dashboard; and
    (b) Include sufficient data to facilitate accurate reconciliation and reporting by all Parties.

14. Invoicing of Commissions

14.1 Appointed Intermediary shall issue a monthly invoice to You for the aggregate Commissions for Service amount (if any) due in respect of all Distribution channel bookings during the relevant calendar month.

14.2 The invoice shall:

(a) Be itemised by Distribution channel and booking reference; and
    (b) Be submitted no later than 7 days following the end of each calendar month.

16. Distribution to Distribution channels

16.1 Upon receipt of the Commisions for Service payment from You, the Appointed Intermediary shall allocate and distribute the appropriate portion of such payments to each respective Distribution channel partner (Distributor).

16.2 The allocation shall be based on the Commisions for Service structure agreed upon with each individual Distribution channel (Distributor).

SCHEDULE 5 – ACCESSING E-COMMERCE ON TXS

17. Access Conditions

17.1 Access to the Booking and Payment Services by You is subject to and conditional upon Your continued compliance with this Agreement.

17.2 You must provide to the Saudi Tourism Authority, and maintain throughout the Term:

(a) All necessary authorities to enable electronic processing of payments generated by Online Bookings;
    (b) All necessary accounts, instructions, and authorities with Your Bank and Gateway to participate in such processing; and
    (c) Agreement that all such payments to or from the Saudi Tourism Authority must be made via electronic funds transfer.

18. Booking Notifications and Tax Invoices

18.1 When Online Bookings are made, the Booking and Payment Services may electronically generate and deliver a Booking Notification to Your Customer using the Product Description in TXS.

18.2 A Tax Invoice will be created and issued to You for that Online Booking in accordance with Schedule 15, detailing the Fees payable (if any) as per Your Application.

19. Authorisations and Payment Mechanics

19.1 You agree and authorise the following:

(a) Generation by the Saudi Tourism Authority Appointed Intermediary of Recipient Created Tax Invoices in compliance with the SA VAT Implementing Regulations and E-invoicing Regulations;
    (b) Payment to the Appointed Intermediary of any penalties or interest incurred due to late VAT or tax payments caused by Your non-compliance with this Agreement or applicable law; and
    (c) Generation of Booking Notifications using Your Product Description and delivery to Customers upon Online Booking.

19.2 In the case of Direct Payment Bookings, You acknowledge:

(a) The Distributor is responsible for issuing booking confirmations and/or Tax Invoices to the Customer; and
    (b) You must settle all payments and commisions for service directly with the Distributor, or via Appointed Intermediary, in accordance with the Distributor Terms and Conditions.

20. Unconditional Payment Obligations

20.1 You must make each payment described in Schedule 4, even in the following circumstances:

(a) If Your Polling Services are not working;
    (b) If TXS is temporarily unavailable or has limited availability due to network/system outages;
    (c) If You are unable to use TXS (or parts of it) despite its availability; or
    (d) If You are unable to load one or more Product Descriptions.

21. Third Party Services and Liability Disclaimer

21.1 The Saudi Tourism Authority is not responsible for:

(a) The administration of any third-party approvals or contractual requirements that relate to Your use of Polling Services, Booking and Payment Services, Gateway, or Bank accounts;
    (b) Endorsing or promoting services offered by any third party included in the Booking and Payment Services.

21.2 It is Your sole responsibility to:

(a) Evaluate the accuracy, reliability, and suitability of any third-party information, goods, or services; and
    (b) Seek independent advice before relying on such information.

22. Tax and Invoicing Obligations

22.1 You are solely responsible for compliance with all applicable Tax, Zakat, VAT, and E-invoicing laws and regulations in the Kingdom of Saudi Arabia.

22.2 This includes, without limitation:

(a) Issuing valid Tax Invoices for each taxable supply; and
    (b) Meeting all record-keeping and retention obligations as required by applicable regulations.

23. Online Bookings and Applicable Terms

23.1 Online Bookings made using Booking and Payment Services are subject to the Booking Terms and Conditions of Use that You include in the Product Description.

23.2 You are solely responsible for ensuring:

(a) Your Booking Terms and Conditions of Use are appropriate for Your business; and
    (b) These terms comply with the Data requirements as per the Data Processing Addendum to this Agreement.

23.3 Online Bookings may also be subject to terms imposed by other Participants, including Distributor Terms and Conditions. You are responsible for:

(a) Assessing these terms independently;
    (b) Seeking legal or professional advice before relying on them; and
    (c) Informing Your Customers of all applicable terms.

24. No Set-Off or Deductions

24.1 All payments due from You under this Agreement must be made in full, without:

(a) Set-off;
    (b) Withholding (including for tax);
    (c) Counter-claims; or
    (d) Any deduction of any kind.

24.2 The Saudi Tourism Authority may deduct any amounts due and owing by You before making any payment to You.

SCHEDULE 6 – TAX INVOICES

26. Tax Invoice Generation

26.1 TXS includes functionality to process and calculate Tax Invoices on a monthly basis by reference to the Monthly Accounting Date.

26.2 Tax Invoices issued under Clause 26.1 shall be:

(a) Electronically sent to Participants in accordance with Schedule 4

26.3 You are solely responsible for:

(a) Checking the receipt of all Tax Invoices;
    (b) Promptly reviewing their accuracy; and
    (c) Advising the Saudi Tourism Authority immediately of any errors or omissions.

27. Calculation Basis

27.1 Tax Invoices will be generated based on:

(a) The Data pre-set for each Online Booking as at the date of booking; and
    (b) The relevant Product Description, Online Booking value, and Commisions, together with the commercial terms set out in Schedule 7.

28. Error Notification and Investigation

28.1 Upon receipt of a notification from a Participant regarding an alleged error or omission, the Saudi Tourism Authority will:

(a) Promptly initiate an investigation; and
    (b) Provide a written response to the Participant within ten (10) working days, indicating:

(i) The outcome of the investigation, including the reasons for the Authority’s decision; or
        (ii) The need for more time to complete the investigation.

29. Correction of Manifest Errors

29.1 The Saudi Tourism Authority will promptly correct manifest errors or omissions in Tax Invoices where such errors result from:

(a) An incorrect or incomplete mathematical computation; or
    (b) The calculation of payments not aligned with the Product Description, Fees, or Online Booking value pre-set in TXS at the time of the Online Booking.

30. Limitations on Correction Obligations

30.1 The Saudi Tourism Authority is not obliged to correct any alleged error or omission:

(a) That is caused or contributed to by the Participant;
    (b) That is reported more than five (5) working days after the date of the Tax Invoice; or
    (c) Where the Tax Invoice is consistent with the Product Description, Commisions, and Online Booking value pre-set in TXS, which shall be final and conclusive.

31. Independent Review and Adjustments

31.1 The Saudi Tourism Authority may, at its sole discretion, independently review any Tax Invoice and correct manifest errors or omissions at any time.

31.2 Where a correction is made under Clause 29.1, the Authority may:

(a) Immediately cancel the affected Tax Invoice and issue a replacement; or
    (b) Make adjustments in a subsequent Tax Invoice, and in either case, shall notify the relevant Participant in writing of the reasons for its decision.

31.3 In such cases, the payment processing described in Schedule 4 shall be activated to facilitate the correction of overpayments or underpayments.

32. Appointment of Responsible Persons

32.1 You must, during the Term, appoint one or more persons authorised to receive and check Tax Invoices, including Recipient Created Tax Invoices.

32.2 You are solely responsible for:

(a) The actions and activities of Your authorised appointees;
    (b) Ensuring each appointee has read and understood this Agreement; and
    (c) Ensuring they are familiar with the terms of any Gateway and Bank accounts used in connection with TXS.

33. Notice of Changes to Invoicing Dates

33.1 The Saudi Tourism Authority may change the date on which Tax Invoices are electronically sent to You, provided that:

(a) You are given at least thirty (30) days’ prior written notice of the change.

SCHEDULE 7 – COMMERCIAL TERMS

34. Commisions Payable for Use of TXS

34.1 You agree that the following Commisions, as set out in Your Application, are payable for the use of TXS:

(a) Distributor Commision for Service – Payable by You to the Distributors (Distribution channels) through Saudi Tourism Authority’ Appointed Intermediary on each Online Booking made using a Distributor’s TXS channel, and payable monthly on the Monthly Payment Date;

(b) The Distribution Commission shall be calculated as ten percent (10%) of each Online Booking made using the Distributor’s TXS channel. The Distributor Commision shall be calculated based on the VAT-inclusive value of each Online Booking.

(c) Saudi Tourism Authority sponsored tickets shall be distributed through the Digital Concierge Platform at the applicable retail price targeting Customers(B2C). The preferential or sponsored rates obtained from the Product Provider shall be transferred to the respective Distributor as a commission via the TX system.

(d) Additional Support Commisions and Charges (as applicable and as agreed) – Payable by You for the use of any additional TXS products or services, at the rate set out in:

(i) Your initial Application; or
        (ii) Any subsequent Applications submitted by You from time to time.

35. Amendment of Commercial Rates

35.1 The agreed commercial rates may be amended upon mutual agreement between Saudi Tourism Authority and You.

36. Limitations on STA Responsibilities

36.1 You acknowledge and agree that nothing in this Agreement makes the Saudi Tourism Authority responsible for, or appoints it as Your agent or representative to:

(a) Collect, request, or demand payment of Your debts from any third party, including but not limited to Customers or Product Providers;

(b) Process requests from Customers, including but not limited to refunds for Online Bookings (in whole or in part);

(c) Check the accuracy or completeness of Your Data, including but not limited to:

(i) Product Descriptions;
        (ii) Distributor Terms and Conditions;
        (iii) Booking Terms;
        (iv) Distributor Descriptions.

(d) Refund any payments made by You or any third party in connection with Online Bookings, except only as specifically provided in this Agreement, whether or not such payments are required to be refunded to third parties, including Customers.

37. Performance and Compliance Obligations

37.1 You agree that, during the Term, You shall perform and discharge all responsibilities and obligations set out in:

(a) This Agreement; and
    (b) Your Application;

using first-class manpower and equipment, and in full compliance with:

(i) The terms of this Agreement; and
    (ii) All applicable regulatory and legal requirements.

SCHEDULE 8 – TXS: OPERATING ENVIRONMENT

38. System Requirements and Service Availability

38.1 TXS and Polling Services are only operable in accordance with the requirements specified in the user documentation issued by the Saudi Tourism Authority.

38.2 The Saudi Tourism Authority does not guarantee that Your use of TXS and Polling Services will be uninterrupted or free from error.

39. System Changes and Notifications

39.1 The Saudi Tourism Authority may, during the Term, change one or more of the requirements outlined in Clause 18., provided that:

(a) Such changes do not unreasonably interfere with Your operations; and
    (b) All changes affecting You are communicated by email at least 14 days in advance.

40. Downtime and Contingencies

40.1 The Saudi Tourism Authority is not responsible for delays or transaction errors resulting from breakdowns or interruptions in TXS or Polling Services due to causes beyond its control.

40.2 You are responsible for using alternate means of transacting or accessing data if TXS or Polling Services are unavailable or malfunctioning.

41. Equipment and Infrastructure Responsibility

41.1 Unless expressly stated otherwise in this Agreement, You are solely responsible, at Your own cost, for:

(a) The control and operation of any and all hardware and software used in connection with TXS.

42. Error Investigation and Charges

42.1 If You report a fault and request repair, and the Saudi Tourism Authority determines that:

(a) TXS and/or Polling Services are not faulty; or
    (b) The issue arises from Your own equipment, telecommunications, or network connections,

then the Saudi Tourism Authority may charge:

(i) Its standard support and maintenance fees; and
    (ii) Any reasonable costs incurred in undertaking the investigation or repairs.

42.2 If a fault is caused by Your intentional, reckless, or negligent acts, or failure to follow manufacturer specifications, the Saudi Tourism Authority may also charge You for repairs.

SCHEDULE 9 – OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS AND UPGRADES

43. Intellectual Property Ownership

43.1 You acknowledge and agree that all Intellectual Property Rights in TXS and Polling Services (or any part thereof), including but not limited to:

(a) Documentation,
    (b) Training manuals,
    (c) User guides (in any medium),

are owned by the Saudi Tourism Authority or its Licensors.

44. Upgrades

44.1 Any update, modification, improvement, new release, version, or enhancement of TXS or Polling Services (“Upgrade”) is equally owned by the Saudi Tourism Authority or its Licensors.

44.2 All terms of this Agreement apply to each Upgrade from the date of its first release.

45. Trademark Restrictions

45.1 You must not use or modify any registered or unregistered trademarks or logos forming part of TXS or Polling Services without prior written consent from the Saudi Tourism Authority.

45.2 Your use of TXS or Polling Services must not infringe the Intellectual Property Rights of any third party.

46. Confidentiality Obligations

46.1 Each Party agrees to keep Confidential Information (including trade secrets and commercially valuable information) strictly confidential during the Term and thereafter.

46.2 Disclosure is only permitted where:

(a) The information is already public or known to the recipient lawfully; or
    (b) Disclosure is required to employees for the performance of this Agreement, provided such employees are bound by similar confidentiality obligations.

46.3 This clause shall survive termination of the Agreement.

SCHEDULE 10 – WARRANTIES AND INDEMNITIES

47. Disclaimer of Warranties

47.1 Except as expressly provided, the use of TXS and Polling Services is on an “as is” basis.

47.2 To the fullest extent permitted by law, the Saudi Tourism Authority disclaims all warranties, including implied warranties of:

(a) Merchantability;
    (b) Non-infringement; and
    (c) Fitness for a particular purpose.

47.3 The Saudi Tourism Authority does not warrant that:

(a) TXS and Polling Services will be uninterrupted or error-free;
    (b) Any defect will be correctable; or
    (c) The system is free from unauthorised access or modification.

48. Use at Own Risk

48.1 You use TXS and Polling Services entirely at Your own risk.

48.2 You are responsible for:

(a) Populating Product Descriptions and other Data;
    (b) Relying on or linking to data submitted by other Participants; and
    (c) Notifying third parties of all disclaimers and limitations of liability.

49. Exclusion of Liability

49.1 The Saudi Tourism Authority and its Licensors shall not be liable for:

(a) Any direct, indirect, consequential, or incidental loss or damage;
    (b) Loss of business, revenue, goodwill, data, or use;
    (c) Any disputed or defaulted transactions;
    (d) Any information, goods, or services accessed via TXS or third-party links.

49.2 The Saudi Tourism Authority’s maximum liability, excluding cases of death or personal injury due to its negligence, shall be limited to:

(a) The resupply or cost of resupply of services; or
    (b) In the case of goods, the repair, replacement, or a payment not exceeding the Monthly Fees paid by You in the preceding 12 months.

50. Indemnities

50.1 You agree to indemnify and hold harmless the Saudi Tourism Authority and its Licensors from any losses, liabilities, costs, or claims (including VAT, taxes, legal fees commissions , and court costs) arising out of:

(a) Your breach of this Agreement or relevant laws;
    (b) Claims by Customers, Distributors, or third parties relating to Your use of TXS and Polling Services or Your supply or failure to supply goods/services.

50.2 This indemnity includes any claims caused or contributed to by the:

(a) Negligence or willful misconduct of You or Your personnel;
    (b) Acts or omissions of Your agents or subcontractors.

50.3 You must not settle any claim without the Saudi Tourism Authority’s prior written consent, which shall not be unreasonably withheld.

SCHEDULE 11 – CHANGES, CONFLICTS AND CONTINUATION OF THIS AGREEMENT

51. Amendment of Terms

51.1 The Saudi Tourism Authority may amend the terms and conditions of this Agreement from time to time.

51.2 You will be provided with at least fourteen (14) days’ prior notice of any amendments that may have an adverse effect on You.

51.3 If You do not agree with an amendment, You may:

(a) Terminate this Agreement by sending an appropriately worded notice to the Saudi Tourism Authority; and
    (b) Upon receipt of Your notice, this Agreement shall automatically terminate, and You shall:

(i) Have no further right to access or use TXS;
        (ii) Have no claim against the Saudi Tourism Authority, its Licensors, or their respective directors, officers, or representatives arising from such termination.

51.4 Notwithstanding termination, You must:

(a) Continue to pay all Commisions accruing up to the next Monthly Accounting Date after the termination date; and
    (b) Will be entitled to receive all payments due and owing to You up to the date of termination, subject to the terms of this Agreement.

52. Severability and Survival

52.1 If any provision of this Agreement is deemed illegal, void, or unenforceable, it shall be excluded, and the remaining provisions shall continue in full force and effect.

52.2 Any provisions which by their nature and context should survive termination shall continue to apply after termination for any reason.

SCHEDULE 12 – USE OF AND CHANGES TO TXS, DASHBOARDS AND POLLING SERVICES

53. Licence Grant

53.1 Subject to full compliance with this Agreement, the Saudi Tourism Authority grants You a revocable, non-exclusive, non-transferable End User Licence to:

(a) Access and display TXS and Polling Services software and associated materials (including media, printed materials, electronic documentation, and add-ons);
    (b) Use the Licensed Software solely on a personal computer or similar device for the distribution of Tourism Products;
    (c) Access functionality in the Licensed Software, subject to separate terms as notified to You.

54. Licence Restrictions

54.1 You must not:

(a) Sell, license, sub-license, assign, rent, or transfer the Licensed Software or any rights to a third party;
    (b) Claim ownership of or assert any rights contrary to those of the Saudi Tourism Authority or its Licensors;
    (c) Copy, translate, adapt, modify, decompile, reverse engineer, or create derivative works from the Software except as explicitly permitted under Saudi Copyright Law and only with prior written consent from the Saudi Tourism Authority;
    (d) Misuse the Licensed Software, including:

(i) Sharing passwords;
        (ii) Disrupting services;
        (iii) Launching denial of service attacks or viruses;
        (iv) Entering inappropriate or harmful data; or
        (v) Violating system integrity or engaging in spamming;

(e) Use the Licensed Software in any way that violates applicable laws or regulatory requirements in the Territory; or
    (f) Access, integrate, or connect to the Software in a manner inconsistent with this Agreement.

55. Documentation Use

55.1 You may make and use an unlimited number of copies of the Documentation for personal use only, provided that:

(a) Such copies are not republished or distributed in any medium beyond Your premises.

56. Compliance and Access Requirements

56.1 Upon request, You must provide the Saudi Tourism Authority with:

(a) All reasonable assistance and information to verify Your compliance with this Agreement; and
    (b) Access to relevant usage data, solely for system tuning and network performance purposes.

57. Suspension or Termination

57.1 If the Saudi Tourism Authority suspends or terminates Your access to TXS and/or Polling Services, You must:

(a) Immediately cease use of the Licensed Software; and
    (b) On request, permanently delete all copies from any equipment on which it is installed or stored.

58. Software Upgrades

58.1 TXS and/or Polling Services may be upgraded at any time by the Saudi Tourism Authority without prior reference to You.

58.2 The Saudi Tourism Authority intends to:

(a) Continuously develop TXS and Polling Services; and
    (b) Issue Upgrades, including amended terms if necessary.

58.3 If an Upgrade includes amended terms that are commercially disadvantageous, the Saudi Tourism Authority will provide notice at the time of delivery.

58.4 You may decline to utilise an Upgrade, but in doing so:

(a) You will not be entitled to operate the Upgrade;
    (b) The Saudi Tourism Authority will not support prior software versions; and
    (c) You must cease all use of TXS and Polling Services within ninety (90) days from the date of delivery of the Upgrade.

SCHEDULE 13 – CUSTOMER AND PRODUCT PROVIDER DATA PROCESSING

59. Data Collection and Storage

59.1 You acknowledge that TXS and Polling Services include a centralised data collection and storage system that collects and stores, upon generation, all information relating to Bookings made by Customers with Aggregators, including but not limited to data generated through Saudi Tourism Authority and Licensor’s approved Google Analytics (or similar services), but excluding all Banking or credit card details (“Customer Data”).

60. Data Controller and Processor Roles

60.1 In respect of Bookings made via My Booking Pages:

(a) You act as a Data Controller;
    (b) You subcontract the processing of Customer Data, including Personally Identifiable Information (PII), to the Saudi Tourism Authority as Data Processor under this Agreement;
    (c) Such processing shall also be governed by the data processing agreement attached as Exhibit A to this Agreement.

60.2 As the Data Controller, You are responsible for ensuring compliance with all applicable data protection laws and regulations, and the Saudi Tourism Authority shall not be held liable for any misconduct or breach by You relating to the processing of personal data.

61. Authorisation to Use Subprocessors

61.1 You authorise the Saudi Tourism Authority to appoint any Subprocessor to process Customer Data on its behalf in connection with this Agreement.

62. Data Sharing with Participants

62.1 You authorise the Saudi Tourism Authority to:

(a) Transfer Customer Data to other Participants only when Consent is provided by the Customer during the booking process;
    (b) Where Consent is not provided, transfer only anonymised Customer Data to Participants.

63. Cross-Border Transfers

63.1 You authorise the Saudi Tourism Authority, as Data Processor, to transfer Customer Data and Product Provider Data to countries outside the:

(a) Kingdom of Saudi Arabia (SA);
    (b) European Union (EU); and
    (c) European Economic Area (EEA).

63.2 Where such transfers include Personally Identifiable Information:

(a) The Parties shall ensure that data is adequately protected in accordance with applicable data protection laws, including the Saudi Arabian PDPL.

64. Third-Party Tracking Compliance

64.1 If You use Google Analytics or other similar tracking technologies on My Booking Pages, You warrant that You will:

(a) Comply with Your obligations under Your agreement with Google (or similar services); and
    (b) Indemnify the Saudi Tourism Authority and its Licensors against any loss or damage resulting from a breach of such obligations or related legislation.

65. Joint Ownership of Data

65.1 You agree to grant joint ownership of both:

(a) Customer Data; and
    (b) Your Data (as defined in Clause 66.2)

to the Saudi Tourism Authority and its nominees, which may be jointly accessed and exploited by:

(i) You;
    (ii) The Saudi Tourism Authority; and
    (iii) The Saudi Tourism Authority’s nominees.

66. Definition and Use of “Your Data”

66.1 Customer Data and Your Data may only be accessed and used by You and the Saudi Tourism Authority (or its nominees) in compliance with the PDPL.

66.2 “Your Data” means any information that You, as an entity, provide, generate, or hold rights to, including but not limited to:

(a) Personal Information;
    (b) Business data;
    (c) Customer Data; and
    (d) Any other data associated with You or Your activities.

67. Your Obligations under Data Privacy Laws

67.1 You must at all times:

(a) Comply with Your obligations under applicable Data Privacy Laws regarding collection, use, disclosure, storage, and handling of PII; and
    (b) Indemnify the Saudi Tourism Authority for any loss or damage arising from Your breach of such laws or related legislation.

68. Handling of Your Personal Data by STA

68.1 All Personally Identifiable Information supplied to or otherwise acquired by the Saudi Tourism Authority about You will be handled in accordance with the Saudi Tourism Authority’s Privacy Policy, available at: https://www.sta.gov.sa/

SCHEDULE 14 – COMMUNICATIONS

69. Public Statements and Approvals

69.1 Except as expressly outlined in this Agreement or as required by law, neither Party shall make any public announcement or statement concerning this Agreement or its subject matter without prior written approval from the other Party.

70. Use of Names and Branding

70.1 You agree that the Saudi Tourism Authority may use Your name and logo in promotional materials related to TXS and potential or current Participants, subject to compliance with Your branding guidelines as provided from time to time.

70.2 The Saudi Tourism Authority agrees that You may use the TXS name and logo in Your promotional materials, subject to the following conditions:

(a) Under no circumstances may TXS or Saudi Tourism Authority names or logos be used in reference to any fees charged by You;
    (b) You may not communicate or position any fees /commissions or charges as being caused by or attributable to TXS or the Saudi Tourism Authority;
    (c) You shall always refer to TXS and the Saudi Tourism Authority in a positive manner.

SCHEDULE 15 – TAX

71. Definitions and Interpretation

71.1 In this Agreement, the terms “consideration”, “VAT”, “Tax”, “supply”, “tax invoice”, “recipient”, “Recipient Created Tax Invoice”, and “taxable supply” have the meanings assigned to them in Clause 1 and under the relevant SA Tax and VAT Laws and Regulations.

72. Tax Inclusive Pricing

72.1 Unless expressly stated otherwise, all amounts payable under this Agreement are inclusive of VAT, and any other applicable taxes, withholdings, bank charges, or deductions.

73. Right to Tax Invoice

73.1 The recipient of a taxable supply is entitled to receive a valid tax invoice in respect of that supply at or about the time of the supply.

73.2 Where the Saudi Tourism Authority or its Appointed Intermediary issues a Recipient Created Tax Invoice, You must not issue a duplicate tax invoice for the same TXS Supply.

74. Registration Obligations

74.1 You must be registered for Income Tax/Zakat and VAT in SA (where required) prior to making any taxable supply, and must immediately notify the Saudi Tourism Authority if You cease to be registered.

74.2 The Saudi Tourism Authority must maintain VAT registration in SA while administering TXS and/or Polling Services and must notify Participants if it ceases to be registered.

75. Withholding Tax for Non-Residents

75.1 As the facilitator/operator between the Distributor and the Customer, the Saudi Tourism Authority reserves the right to withhold tax on payments made to non-SA residents, in accordance with SA Income Tax Laws and Regulations, where applicable.

SCHEDULE 16 – SUSPENSION AND TERMINATION

76. Suspension by Saudi Tourism Authority

76.1 The Saudi Tourism Authority may, without liability, suspend TXS and/or Polling Services or restrict Your access with immediate effect by notice if:

(a) An essential service provider terminates or ceases supply;
    (b) An emergency arises or there is a perceived threat to TXS, the platform, or network integrity;
    (c) A Force Majeure Event occurs;
    (d) It is required to comply with a law, order, or directive of a regulatory authority;
    (e) Fraud or illegal activity is reasonably suspected in relation to You or a third party;
    (f) Suspension is required to maintain, repair, or restore TXS or underlying infrastructure;
    (g) An investigation of an alleged breach of this Agreement is underway.

77. Termination for Cause

77.1 Either Party may terminate this Agreement immediately by written notice if:

(a) The other Party is in material breach of the Agreement and that breach is not capable of remedy;
    (b) The breach is capable of remedy, but the breaching Party fails to remedy it within fourteen (14) days of receiving written notice;
    (c) A liquidator, receiver, administrator or similar officer is appointed to the other Party, or the Party enters into a composition or arrangement with creditors;
    (d) If the other Party is a natural person, upon that person’s death.

78. Consequences of Termination

78.1 Upon termination, You remain liable to pay all Fees /commissions accrued up to the next Monthly Accounting Date following the termination date.

78.2 The Saudi Tourism Authority may terminate this Agreement at any time by giving ninety (90) days’ written notice.

78.3 Upon expiration of that notice period:

(a) The Agreement will automatically terminate;
    (b) You will have no further right to access or use TXS and/or Polling Services;
    (c) You will have no claim against the Saudi Tourism Authority or its directors, officers, or representatives arising from such termination.

SCHEDULE 17 – ASSIGNMENT AND SUB-CONTRACTING

79. Assignment by Aggregator

79.1 You may assign or transfer legal responsibility for this Agreement only with the prior written consent of the Saudi Tourism Authority, provided that:

(a) The proposed assignee possesses the technical, financial, and managerial capabilities to fulfill Your obligations; and
    (b) The assignee enters into a Deed of Assumption on terms acceptable to the Saudi Tourism Authority (acting reasonably), under which it agrees to be bound by and assume all of Your obligations under this Agreement.

80. Assignment by Saudi Tourism Authority

80.1 The Saudi Tourism Authority may assign, to the extent permitted by law:

(a) Its rights under this Agreement to any person; and
    (b) Its obligations under this Agreement to:

(i) The surviving entity of any merger; or
        (ii) A purchaser of its entire business and assets,
provided that the assignee undertakes to perform the relevant obligations, and from the effective date of assignment, the Saudi Tourism Authority shall be released from any further performance.

81. Sub-contracting

81.1 The Saudi Tourism Authority may fulfill any of its obligations under this Agreement by sub-contracting or arranging for them to be carried out by another person or entity.

SCHEDULE 18 – APPLICABLE LAW

82. Governing Law and Jurisdiction

82.1 This Agreement is governed by and shall be construed in accordance with the laws of the Kingdom of Saudi Arabia.

82.2 The Parties acknowledge that the Agreement may not comply with the laws of any other country.

82.3 The Parties agree that the courts of the Kingdom of Saudi Arabia shall have exclusive jurisdiction over any disputes arising from or in connection with this Agreement.

SCHEDULE 19 –STA’s Role and Indemnification for Legal Liability

1.             The Aggregator acknowledges that STA operates solely as a digital mediator platform and does not act as a principal or supplier of the Products offered.

2.              STA shall not be held liable for the acts, omissions, or failures of the Provider or any third-party Tour Operator. The aggregator remains fully responsible for ensuring compliance with all applicable laws and regulations, including but not limited to the Package Travel Directive (PTD) and Package Travel Regulations (PTR).

3.              In the event thatIf STA is found liable or subject to any claim, fine, or obligation under PTD, PTR, or any other applicable laws due to the Aggregator’s action, inaction, or non-compliance, the Aggregator agrees to fully indemnify, defend, and hold STA harmless from any resulting liabilities, costs, damages, or expenses (including reasonable legal fees).

4.              Nothing in this Agreement shall be construed to exclude STA’s liability to the extent such exclusion is not permitted by applicable law.

SCHEDULE 20 – NOTICES

84. Delivery of Notices

83.1 Any notice, claim or demand in connection with this Agreement ("Notice") shall be sufficiently given if delivered to the recipient's address as set out in this Agreement, and:

(a) For the Saudi Tourism Authority, the address provided at the start of this Agreement shall apply.

EXECUTION

EXECUTED by the parties as an Agreement.

SIGNED for and on behalf of Saudi Tourism Authority by its duly authorised representative in the presence

EXHIBIT A - Data Processing Addendum to the Agreement

SA DATA PROCESSING ADDENDUM (“DPA”)

Background

In accordance with Clause 60 of the Agreement, TXS (Processor) will be processing Customer Personal Data (as defined below) on behalf of the Aggregator (Controller) and will be hosting the personal data in the SA as agreed with the Customer.

The Controller and Processor have agreed to this DPA in order to comply with SA data protection laws and regulations which require certain clauses and provisions to be included in an agreement between a controller and a processor including where the processing of personal data takes place in the SA.

This DPA forms part of the Agreement to which it is annexed.

All capitalized terms not defined herein shall have the meaning set forth in the Agreement and its other Exhibits.

DEFINITIONS

Applicable Data Protection Laws: means: the PDPL and Regulation
Controller: the customer/data controller, as defined in the Agreement.
Controller Personal Data: any personal data which the Processor processes in connection with the Agreement, in the capacity of a processor on behalf of the Controller
SA: Kingdom of Saudi Arabia
PDPL: Personal Data Protection Law issued by Royal Decree No. (M/19) dated 9/2/1443H and amended by Royal Decree No. (M/148) dated 5/9/1444H
Regulation: the Implementing Regulation of the PDPL

1. Data Protection

1.1 For the purposes of this Data Processing Addendum, the terms competent authority, controller, data subject, disclosure, personal data, personal data breach, processor and processing, shall have the meaning given to them in the PDPL or Regulation.

1.2 Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This Data Processing Addendum‎ is in addition to the Aggregator Agreement, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws. Where the Controller will transfer Customer Personal Data from the SA to Processor’s operations in another country for processing by Processor as contemplated under this DPA the Controller represents, warrants and undertakes that such transfer will be lawful in accordance with Applicable Data Protection Laws and that the Controller has obtained all necessary consents and permissions to supply and where relevant transfer such data to the Processor for processing as contemplated by this DPA.

1.3 The parties have determined that, for the purposes of Applicable Data Protection Laws Processor shall process the personal data set out in ‎Section 3 as a processor on behalf of the Controller in respect of the processing activities set out or referred to in ‎Section 3.

1.4 Should the determination change, then each party shall work together in good faith to make any changes which are necessary to this ‎Data Processing Addendum or the related schedules.

1.5 In relation to the Controller Personal Data, ‎Section 3 sets out the purpose of processing by Supplier, categories of personal data being processed, and the duration of the processing.

1.6 Without prejudice Processor shall in relation to Controller Personal Data:
(a) process that Controller Personal Data only on the instructions of the Controller including those set out in ‎Section 3 to this DPA, the provisions of the Agreement or as otherwise provided for.
(b) implement appropriate technical and organisational measures including, without limitation, any measures described in the Security Measures to protect against unauthorised or unlawful processing of Controller Personal Data and against its accidental loss, damage or destruction;
(c) reasonably assist the Controller, at the Controller’s expense, in responding to any request from a data subject and in ensuring compliance with the Controller’s obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with the Competent Authority, or other regulators and, in particular, Processor shall promptly notify the Customer if it receives any complaint, notice or communication (whether from the Competent Authority, any data subject, or other third party) which relates to processing of Controller Personal Data;
(d) notify the Controller without undue delay in accordance with Applicable Data Protection Laws after becoming aware of a personal data breach. Processor is also entitled to notify the Competent Authority or any other applicable governmental or regulatory body of any data breach or cybersecurity incident where required to do so by applicable law or regulation;
(e) on the Controller’s written request, make available such information as the Customer may reasonably request to demonstrate Processor’s compliance with Applicable Data Protection Laws and this ‎Data Processing Addendum. Where requested by the Controller, Processor may also allow for and contribute to audits of the processing activities covered by this DPA at reasonable intervals or where there is evidence of non-compliance. The Controller is entitled to appoint an independent third party to assess and monitor Processor’s compliance with this DPA on the Controller’s behalf subject to a confidentiality agreement reasonably specified by Processor being entered into between the third party and Processor.

1.7 Processor confirms that it is not subject to other applicable laws and regulations in any jurisdiction outside the Kingdom of Saudi Arabia.

1.8 In accordance with the provisions of this Agreement, the Parties hereby agree that Article 17(1)(f) of the Regulation is incorporated by reference into this DPA. This incorporation ensures that the obligations and requirements set forth in Article 17(1)(f) are fully applicable and binding upon the Parties, thereby ensuring compliance with the relevant regulatory standards. The Data Processor and Data Controller shall adhere to the stipulations of Article 17(1)(f) in all aspects of their data processing activities under this Agreement.

1.9 In accordance with Clause 61 of this Agreement, Processor has the right to appoint any person as “Sub-processor” of the Controller Personal Data.

1.10 Before entering any subsequent contracts with sub-processors, Processor shall comply with the following:
(a) require sufficient guarantees from the sub-processor to ensure that such contracts would not impact the level of protection provided to the Controller Personal Data being processed.
(b) choose only sub-processors that provide sufficient guarantees to comply with Applicable Data Protection Laws.

2. Roles of the Parties

2.1 Roles and Responsibilities

2.2 Data Controller:

• Purpose and Means: The Data Controller shall determine the purposes and means of processing personal data on the TX Platform.
• Compliance: The Data Controller shall ensure that all processing activities comply with the PDPL and other applicable laws and regulations.
• Data Subject Rights: The Data Controller shall facilitate the exercise of data subject rights, including access, rectification, erasure, and objection to processing, as stipulated by the PDPL.
• Data Protection Impact Assessment (DPIA): The Data Controller shall conduct DPIAs when required, particularly for high-risk processing activities.
• Data Transfers: The Data Controller shall ensure that any transfer of personal data outside the Kingdom of Saudi Arabia complies with the PDPL, including implementing appropriate safeguards.

2.3 Data Processor:

• Processing on Behalf: The Data Processor shall process personal data only on documented instructions from the Data Controller, including with regard to transfers of personal data to a third country or an international organization.
• Security Measures: The Data Processor shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including measures to protect against unauthorized or unlawful processing and against accidental loss, destruction, or damage.
• Sub-processors: The Data Processor shall not engage another processor without prior specific or general written authorization from the Data Controller. If such authorization is given, the Data Processor shall ensure that the sub-processor complies with the same data protection obligations.
• Assistance to Data Controller: The Data Processor shall assist the Data Controller in ensuring compliance with the PDPL, including obligations related to data subject rights, security of processing, and DPIAs.
• Data Breach Notification: The Data Processor shall notify the Data Controller without undue delay after becoming aware of a personal data breach.

2.4 Joint Obligations:

• Confidentiality: Both parties shall ensure that any person acting under their authority who has access to personal data does not process such data except on instructions from the Data Controller, unless required to do so by law.
• Record Keeping: Both parties shall maintain records of processing activities in accordance with the PDPL.
• Audit Rights: The Data Controller shall have the right to audit the Data Processor's compliance with this agreement and the PDPL.

2.5 Termination:

• Upon termination of the agreement, the Data Processor shall, at the choice of the Data Controller, delete or return all personal data to the Data Controller and delete existing copies unless storage of the personal data is required by law.

3. Particulars of the Processing

3.1 Particulars of Data Processing

The Data Controller, and the Data Processor, Saudi Tourism Authority (STA), shall engage in the processing of personal data through the TX Platform. This processing encompasses a wide range of activities, including but not limited to:
• Collection: Gathering personal data from data subjects through various means such as online forms, bookings, and customer interactions.
• Recording: Documenting personal data in both electronic and physical formats.
• Organization: Structuring personal data in a systematic manner to facilitate efficient processing and retrieval.
• Structuring: Arranging personal data in a predefined format to ensure consistency and accuracy.
• Storage: Safeguarding personal data in secure databases and storage systems.
• Adaptation or Alteration: Modifying personal data as necessary to keep it accurate and up-to-date.
• Retrieval: Accessing personal data when required for processing activities.
• Consultation: Reviewing personal data for decision-making purposes.
• Use: Utilizing personal data to provide services, support, and marketing.
• Disclosure by Transmission: Sharing personal data with authorized third parties, including sub-processors and service providers.
• Dissemination or Otherwise Making Available: Making personal data accessible to authorized personnel and entities.
• Alignment or Combination: Integrating personal data from different sources to enhance service delivery.
• Restriction: Limiting the processing of personal data in certain circumstances as required by law.
• Erasure or Destruction: Permanently deleting or destroying personal data when it is no longer needed or upon request by the data subject.

3.2 Purpose of the Data Processing

The primary purposes of processing personal data on the TX Platform are as follows:
• Service Provision: To facilitate the booking and management of tourism products such as Distribution channels, tours, and excursions. This includes processing bookings, managing reservations, and providing related services.
• Customer Support: To provide customer support and handle inquiries or complaints. This involves accessing personal data to resolve issues, provide assistance, and improve customer satisfaction.
• Marketing and Promotions: To send promotional materials and offers related to tourism products, subject to obtaining the necessary consents. This includes personalized marketing based on customer preferences and past behavior.
• Compliance: To comply with legal obligations and regulatory requirements under Saudi Arabia’s Personal Data Protection Law (PDPL). This includes maintaining records, reporting to authorities, and ensuring lawful processing.
• Analytics and Improvements: To analyze usage patterns and improve the services offered on the TX Platform. This involves processing data to understand user behavior, identify trends, and enhance the platform's functionality and user experience.

3.3 Categories of Personal Data Being Processed

The categories of personal data processed on the TX Platform include, but are not limited to:
• Identification Data: Name, date of birth, nationality, and identification numbers (e.g., passport number). This data is essential for verifying the identity of customers and ensuring secure transactions.
• Contact Data: Address, email address, and phone number. This data is used for communication purposes, including sending booking confirmations, updates, and promotional materials.
• Booking Data: Details of bookings made, including dates, destinations, and preferences. This data is crucial for managing reservations and providing personalized services.
• Payment Data: Credit card details and other payment information. This data is processed to facilitate secure payments and prevent fraud.
• Communication Data: Records of communications with customer support. This data helps in resolving issues, improving service quality, and maintaining a record of interactions.
• Usage Data: Information on how the TX Platform is used, including IP addresses, browser type, and access times. This data is analyzed to enhance the platform's performance and user experience.
• Marketing Data: Preferences and consents for receiving marketing communications. This data is used to tailor marketing efforts and ensure compliance with consent requirements.

3.4 Duration of Data Processing

Personal data shall be processed and retained for the following durations:
• Service Provision Data: Retained for the duration necessary to fulfill the booking and for a period of 5 years thereafter to comply with legal and regulatory requirements. This ensures that data is available for any post-service issues or legal inquiries.
• Customer Support Data: Retained for 5 years following the resolution of the inquiry or complaint. This allows for follow-up support and reference in case of recurring issues.
• Marketing Data: Retained until the data subject withdraws consent or opts out of receiving marketing communications. This ensures that marketing efforts are respectful of customer preferences and legal requirements.
• Analytics Data: Retained for 5 years for the purpose of analyzing and improving the TX Platform services. This helps in long-term planning and enhancement of the platform.
• Legal Compliance Data: Retained for the duration required by applicable laws and regulations. This ensures that all legal obligations are met and that data is available for audits and regulatory reviews.

Upon the expiration of the retention periods, personal data shall be securely deleted or anonymized in accordance with the PDPL and other applicable regulations. This ensures that data is not kept longer than necessary and that privacy is maintained.