Hotel Partner Lead Referral Agreement

These Terms and Conditions ("Agreement") form a legally binding contract between Baylife Ltd., a company registered under applicable law ("Baylife", "Platform", "we", "us"), and the hotel owner, operator, or authorised representative ("Hotel Partner", "you") who registers a property on the Baylife platform.

The Baylife Platform operates exclusively as a lead generation and referral service. Baylife does not process, collect, or handle any payments between Guests and Hotel Partners, does not act as a booking agent, and does not take any commission or transaction fee. All reservations, payments, and contractual arrangements between Guests and Hotel Partners are conducted directly between those parties, entirely outside the Baylife Platform.

By completing the registration process, the Hotel Partner confirms it has read, understood, and agrees to be bound by this Agreement.

1. Definitions

The following terms have the meanings given below throughout this Agreement:

• "Platform": the Baylife website, mobile applications, and related technology operated by Baylife Ltd.
• "Listing": the public profile page of a hotel property on the Platform, including descriptions, photographs, amenity information, and contact details.
• "Lead": an enquiry or expression of interest submitted by a prospective Guest through the Platform and forwarded to the Hotel Partner.
• "Guest": any individual who submits an enquiry or expression of interest through the Platform regarding a Hotel Partner's property.
• "Direct Booking": any reservation or booking concluded directly between a Guest and the Hotel Partner, outside the Baylife Platform, following a Lead referral.
• "Content": all text, photographs, video, contact details, pricing guides, and other material submitted by the Hotel Partner to the Platform.
• "Listing Provider": any third-party booking platform, property management system, or distribution channel used by the Hotel Partner to manage reservations.

2. Nature of the Baylife Service

2.1 Lead Generation Only

Baylife provides a lead generation and property discovery service. The Platform enables prospective Guests to browse Hotel Partner Listings and submit enquiries. Baylife's role is limited to:

• Displaying the Hotel Partner's Listing to prospective Guests;
• Forwarding Guest enquiries and contact details to the Hotel Partner; and
• Directing prospective Guests to the Hotel Partner's own booking channels or preferred Listing Provider.

2.2 No Transaction Handling

Baylife does not, under any circumstances:

• Accept, process, hold, or transfer payments on behalf of any party;
• Act as a booking agent, travel agent, or payment intermediary;
• Guarantee or confirm reservations on behalf of the Hotel Partner; or
• Collect any commission, service fee, or transaction-based charge from the Hotel Partner or Guest.

2.3 Direct Relationship

All reservations, bookings, payments, and contractual agreements arising from a Lead are concluded directly between the Hotel Partner and the Guest. The Hotel Partner is solely responsible for managing, confirming, and fulfilling any Direct Booking. Baylife is not a party to any agreement between the Hotel Partner and a Guest.

3. Registration and Eligibility

3.1 Eligibility

To register on the Platform, the Hotel Partner must:

• Be the legal owner or an authorised representative of the property being listed;
• Have full authority to enter into this Agreement;
• Hold all required licences, permits, and regulatory approvals to operate accommodation services; and
• Provide accurate and complete information during the registration process.

3.2 Account Responsibility

The Hotel Partner is solely responsible for the security of its account credentials. Any activity conducted through the account will be deemed authorised by the Hotel Partner. Baylife accepts no liability for losses arising from unauthorised account access resulting from the Hotel Partner's failure to maintain credential security.

4. Listings and Content

4.1 Accuracy

The Hotel Partner warrants that all Content submitted is accurate, current, and not misleading. This includes property descriptions, photographs, location details, indicative pricing, amenities, and contact information. The Hotel Partner must update its Listing promptly whenever information changes.

4.2 Indicative Pricing

Any pricing displayed on the Platform is indicative only. It does not constitute a binding offer or guaranteed rate. Final pricing, availability, and terms are determined solely by the Hotel Partner directly with the Guest.

4.3 Content Licence

By submitting Content, the Hotel Partner grants Baylife a non-exclusive, worldwide, royalty-free licence to display, reproduce, and adapt such Content for the purpose of operating and promoting the Platform. This licence terminates upon removal of the Listing, subject to residual use in materials published prior to removal.

4.4 Prohibited Content

The Hotel Partner must not submit Content that is false, misleading, or fraudulent; infringes third-party intellectual property rights; contains defamatory, offensive, or discriminatory material; or violates any applicable law.

4.5 Baylife's Editorial Rights

Baylife reserves the right to edit, remove, or decline to publish any Content that violates this Agreement, applicable law, or Baylife's community standards, without prior notice.

5. Leads and Referrals

5.1 Lead Forwarding

When a Guest submits an enquiry through the Platform in relation to a Listing, Baylife will forward the enquiry, together with the Guest's contact details, to the Hotel Partner via the contact method specified in the Hotel Partner's account.

5.2 No Guarantee of Leads

Baylife does not guarantee any minimum number of Leads, enquiries, or bookings. The volume and quality of Leads depend on market conditions, the quality and completeness of the Listing, and other factors outside Baylife's control.

5.3 Hotel Partner's Responsibility to Follow Up

The Hotel Partner is solely responsible for responding to Leads in a timely and professional manner. Baylife accepts no liability for Leads that are not converted into Direct Bookings due to the Hotel Partner's failure to follow up or respond to Guest enquiries.

5.4 Guest Data Use

Guest contact details forwarded as part of a Lead may only be used by the Hotel Partner to respond to and manage that specific enquiry. The Hotel Partner must not use Guest data for unsolicited marketing or share it with third parties without the Guest's prior consent.

6. Integration with Listing Providers

6.1 Hotel Partner's Listing Providers

The Hotel Partner may use third-party Listing Providers (such as online travel agencies, property management systems, or channel managers) to manage its reservations. The Hotel Partner is solely responsible for its relationships with such Listing Providers, including compliance with their terms of service, payment of any fees, and accuracy of availability and pricing data.

6.2 Baylife's Relationship with Listing Providers

Baylife may, from time to time, link Listings to third-party Listing Provider profiles or booking pages as a convenience for prospective Guests. Any such links are provided for informational purposes only. Baylife does not endorse, control, or accept responsibility for the content, services, or practices of any Listing Provider.

6.3 Accuracy of Third-Party Links

The Hotel Partner is responsible for ensuring that any Listing Provider links or booking channel information displayed in connection with its Listing are accurate and up to date. Baylife is not liable for any discrepancies between Baylife Listing information and the content displayed on third-party platforms.

7. Fees

7.1 Current Fee Structure

At this stage of the Platform's operation, Baylife does not charge the Hotel Partner any fee for registering, maintaining a Listing, or receiving Leads. Access to the Platform and lead referral service is provided at no cost to the Hotel Partner.

7.2 Future Fee Changes

Baylife reserves the right to introduce fees or amend the fee structure in the future. Any such change will be communicated to the Hotel Partner with at least sixty (60) days' written notice prior to taking effect. Continued use of the Platform following the effective date of a new fee structure constitutes the Hotel Partner's acceptance of the new terms.

8. Guest Relations and Service Standards

8.1 Service Quality

The Hotel Partner agrees to maintain the standard of services and facilities described in its Listing. Any material deterioration in the quality of the property or service may result in suspension or removal of the Listing at Baylife's discretion.

8.2 Non-Discrimination

The Hotel Partner must not discriminate against prospective or actual Guests on the basis of race, nationality, religion, gender, sexual orientation, disability, or any other characteristic protected under applicable law.

8.3 Reviews

Baylife may permit Guests to submit reviews of Hotel Partner properties. The Hotel Partner must not offer incentives for positive reviews, attempt to suppress or manipulate review content, or take retaliatory action against Guests who submit negative reviews.

9. Data Protection and Privacy

9.1 Compliance

Both parties agree to comply with all applicable data protection and privacy laws, including the EU General Data Protection Regulation (GDPR) and any applicable local implementing legislation, in connection with personal data processed under this Agreement.

9.2 Guest Data Handling

Guest personal data forwarded to the Hotel Partner as part of a Lead referral must be:

• Processed only for the purpose of responding to the relevant enquiry and managing any resulting Direct Booking;
• Kept secure using appropriate technical and organisational measures;
• Not disclosed to third parties without a legal basis or the Guest's explicit consent; and
• Retained only for as long as necessary for the purpose for which it was collected.

9.3 Baylife's Data Processing

Baylife processes Hotel Partner and Guest data in accordance with its Privacy Policy, available on the Platform. Baylife will not sell personal data to third parties.

10. Intellectual Property

All intellectual property rights in the Platform, including its software, branding, trademarks, and proprietary technology, are owned by Baylife. The Hotel Partner is granted a limited, non-exclusive, non-transferable licence to access and use the Platform solely for the purpose of managing its Listing and receiving Lead referrals. This licence terminates automatically upon expiry or termination of this Agreement.

11. Liability and Disclaimers

11.1 Platform Provided As-Is

Baylife provides the Platform on an "as is" and "as available" basis. Baylife makes no warranty that the Platform will be uninterrupted, error-free, or secure, and gives no guarantee regarding the number, quality, or conversion rate of Leads provided.

11.2 No Liability for Direct Bookings

Baylife is not a party to any Direct Booking or contract between the Hotel Partner and a Guest. Baylife accepts no liability for any dispute, claim, loss, or damage arising from or in connection with a Direct Booking, including but not limited to cancellations, non-payment, or Guest complaints.

11.3 Limitation of Liability

To the maximum extent permitted by applicable law, Baylife's total aggregate liability to the Hotel Partner in connection with this Agreement shall not exceed EUR 500. Baylife shall not be liable for any indirect, consequential, special, or punitive damages, or any loss of profit, revenue, or data.

11.4 Hotel Partner Indemnity

The Hotel Partner agrees to indemnify and hold harmless Baylife and its officers, employees, and agents from any claims, losses, liabilities, costs, and expenses arising from: the Hotel Partner's breach of this Agreement; the Hotel Partner's negligence or misconduct; any Guest claims relating to the Hotel Partner's accommodation or services; or the Hotel Partner's failure to comply with applicable law.

12. Term and Termination

12.1 Term

This Agreement commences on the date the Hotel Partner's registration is approved by Baylife and continues until terminated in accordance with this Section 12.

12.2 Termination Without Cause

Either party may terminate this Agreement at any time by providing fourteen (14) days' written notice to the other party.

12.3 Termination for Cause

Baylife may terminate this Agreement immediately upon written notice in the event of: a material breach not remedied within fourteen (14) days of notice; fraudulent, misleading, or illegal conduct; persistent failure to maintain Listing accuracy or service standards; or conduct that damages Baylife's reputation.

12.4 Effect of Termination

Upon termination, the Hotel Partner's Listing will be removed and Platform access will cease. Sections 9, 10, 11, and 13 survive termination.

13. General Provisions

13.1 Amendments

Baylife may update this Agreement by posting the revised version on the Platform and notifying the Hotel Partner by email. Continued use of the Platform following the effective date constitutes acceptance. The Hotel Partner may terminate the Agreement in accordance with Section 12.2 if it does not accept the amended terms.

13.2 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior understandings, representations, and agreements.

13.3 Severability

If any provision of this Agreement is found invalid or unenforceable, that provision shall be severed and the remainder shall continue in full force and effect.

13.4 Governing Law and Disputes

This Agreement is governed by the laws of the jurisdiction in which Baylife Ltd. is incorporated. Any dispute shall first be subject to good-faith negotiation. If unresolved within thirty (30) days, it shall be referred to binding arbitration under mutually agreed arbitration rules.

13.5 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

13.6 Notices

All notices must be in writing and delivered by email (with confirmation of receipt) or registered post to the contact details provided at registration or as subsequently updated.

By registering on the Baylife Platform, the Hotel Partner confirms it has read, understood, and agrees to these Terms and Conditions.

For enquiries: partners@baylife.app