GENERAL TERMS AND CONDITIONS FOR HOMEOWNERS

1. GENERAL

A. These General Terms and Conditions apply to all legal relationships and agreements concluded between the Homeowner (defined below), Belvilla AG (defined below) and Traum (defined below), together referred to as the Parties and each separately as the Party.

B. These General Terms and Conditions will prevail and supersede any other terms and conditions agreed to by the Homeowner or imposed on the Guest (defined below) by the Homeowner.

C. Belvilla AG rents out the Holiday Home (defined below) as a tour operator for recreational private use on behalf of the Homeowner, whereby the lease is concluded between Belvilla AG and the Guest (in its own name).

D. Belvilla AG enables Homeowners to attain higher economic advantages by renting out their Holiday Homes via Belvilla AG which markets and provides the Holiday Homes to a broader public using Websites (defined below) and internal algorithms and to try to increase occupancy rate and the rent.

E. The Homeowner lets the Holiday Home to attain economic advantages and as such the Homeowner benefits from a high occupancy rate and the best possible rent.

F. The Parties enter into an Agreement (defined below) on a professional basis only and they do not act as a consumer in this regard.

2. DEFINITIONS

2.1. Additional Costs: Costs for additional items and services, which are charged and paid upfront or paid on-site by the Guest to Belvilla AG, a Group Company or the Homeowner, as specified in the Sale Invoice, e.g. cleaning costs, linen, electricity and tourist tax. 

2.2. Agreement: The agreement between the Parties for the letting of the Holiday Home, which includes these General Terms and Conditions and any other agreed document between the Parties.

2.3. Belvilla AG: Belvilla AG. Address: Dufourstrasse 49, 8008 Zurich, Switzerland; VAT number: CHE- 354.410.263 MWST; Chamber of Commerce number: CHE-354.410.263.

2.4. Booking: The reservation of a Holiday Home that is blocked as a rental period in the Planning. 

2.5. Cancellation Policy: The statement detailing the amount paid to the Homeowner in the event a Guest cancels a Booking or as otherwise agreed between the Parties in writing.

2.6. Fee: The amount charged to the Guest for renting the Holiday Home as calculated in accordance with this Agreement excluding but not limited to additional costs such as booking fees and insurance costs. 

2.7. Force Majeure Event: Means any event, including but not limited to fire, flood, earthquake or acts of God, war, embargo, riot, civil disorder, rebellion, revolution and a pandemic, which is beyond a party's control. This shall not include issues directly related to the Holiday Home.

2.8. Group Company: All legal entities which form an economic unity with Belvilla AG and are bound in the same organisation.

2.9. Guest: A person that rents the Holiday Home and/or any other person connected to this person staying at the Holiday Home, as applicable.

2.10. Guest Security Deposit: An amount that the Guest may, at Belvilla AG’s discretion, have to pay prior to the rental period to cover possible damages to the Holiday Home. 

2.11. HolidayHome: The immovable property including the fixtures, garden and/or other facilities, let byt he Homeowner to Belvilla AG as holiday accommodation for subletting to third parties for recreational private use by such third parties.

2.12. Homeowner: A natural or legal person that enters into an agreement with Belvilla AG acting as the landlord of the Holiday Home and who is entitled or authorised to have that Holiday Home at their disposal and let it to Belvilla AG for subletting to third parties. 

2.13. Homeowner’s Lock-in Period: The fixed period stated in the Agreement, during which the Homeowner is not entitled to exercise any right to terminate the Agreement.

2.14. HO Booking Deposit: An upfront non-refundable deposit that the Homeowner pays to Belvilla AG to secure Bookings through Belvilla AG for a succeeding 12 months period.

2.15. Minimum Booking Margin: The amount is a 12 month average of HO Booking Deposit, which will be charged by Belvilla AG to the Homeowner on a monthly basis irrespective of the Bookings secured by the Holiday Home.

2.16. Option: The intention of the Guest to make a Booking, where the Guest is given a short time for reflection, with no legal obligation. During the duration of the Option, the Planning is blocked for rental until the Option is converted into the Booking or the Option is cancelled by the Guest or it lapses. No other Bookings or Options for the Holiday Home can be accepted for the same period during the time of the reflection.

2.17. OTA: Online travel agencies, which are considered to be a partner of Belvilla AG and/or Traum.

2.18. Planning: The booking and planning system of Belvilla AG in which the availability, Options, Requests and Bookings of the Holiday Home are registered in order to avoid double bookings and for administration of payments by the Guest to Belvilla AG and payments by Belvilla AG to the Homeowner.

2.19. Request: A request to stay in a Holiday Home by a prospective guest where the Homeowner is asked for a confirmation before it can be converted into a Booking. A request blocks a rental period in the Planning.

2.20. SaleInvoice:WrittenconfirmationoftheBookingandfullpaymentprovidedbyBelvillaAGtotheGuest, specifying the rented Holiday Home, the period of stay, the number of Guests and any other relevant

information.

2.21. Service On-Site: Optional services and facilities that the Homeowner provides directly to the Guest or

that can be arranged through an intermediary which are not included in the Fee. These services and facilities must be booked directly with the Homeowner or a Group Company and not through Belvilla AG and may be used after payment of the relevant fee on-site.

2.22. Traum: Traum-Ferienwohnungen GmbH; Address: Weserwork Gmbh, Hermann-Ritter-Straße 112, 28197 Bremen, Germany; VAT number: DE225103804; Chamber of Commerce number: HRB 30680 HB.

2.23. Website: Website(s) operated under Belvilla AG’s and/or Traum’s brand names and/or Group Companies of Belvilla AG, as well as websites of OTAs with which Belvilla AG and/or Traum have entered into agreements in order to increase the commercial reach for letting the Holiday Home.

3. NATURE OF THE AGREEMENT

3.1. As of the agreement commencement date, Belvilla AG rents out the Holiday Home as a tour operator on behalf of the Homeowner, but in its own name as an undisclosed agent, exclusively for recreational private use to a third party for a short-term stay. A short-term stay will be not less than one (1) day and not longer than three (3) months per Booking, subject to applicable local laws.

3.2. Belvilla AG has the right to rent out the Holiday Home and is authorised to accept bookings of the Holiday Home for a maximum period of 12 months in advance. The Holiday Home will be placed on the Website for the purpose of letting only after receipt of all required information from the Homeowner.

3.3. The Parties are bound to and must honour Bookings that are stated in the Planning and/or the Sale Invoice. The first reservation placed on the Planning for a specific period is entitled to the stay in the Holiday Home during this period, to the exclusion of everyone else.

4. TERM AND TERMINATION

4.1. The Agreement is entered into for a 12 months period.

4.2. Subject to clause 4.3 below, either Party may terminate the Agreement in writing only with due observance of a notice period of three (3) calendar months. However, the Homeowner cannot terminate the Agreement during the term of Agreement.

4.3. Belvilla AG may terminate this Agreement immediately if the Homeowner breaches or fails to comply with their obligations under the Agreement.

4.4. The Homeowner, at Belvilla AG’s sole discretion, will honour all Bookings in the Planning during a period of 12 months after the termination date of the Agreement.

4.5. For Bookings entered into the Planning that are not being honoured in case of a termination under clauses 4.2 or 4.3, the party in breach is liable to the other party and the other party may claim damages and/or performance. The damages Belvilla AG may claim pursuant to this clause, may include, but shall not be limited to, the costs of cancelling, rebooking or compensating Guests.

5. PRICE, PAYMENTS, CANCELLATIONS AND OTHER PROVISIONS

5.1. The Homeowner agrees to pay an upfront HO Booking Deposit to secure the Bookings through Belvilla AG for a succeeding 12 months period. This HO Booking Deposit is adjusted on a monthly basis against the reconciliation of payments made to the Homeowner by taking into account the Minimum Booking Margin or deducting any shortfall thereof, depending upon number of bookings.

5.2. After the Guest has paid the Fee and the Sale Invoice has been issued to the Guest, Belvilla AG will send the Homeowner a payment statement, basis the Homeowner’s invoice prepared on your behalf by Belvilla AG, showing the amount Belvilla AG has to pay or receive from the Homeowner together with any Additional Costs it has collected on the Homeowner’s behalf.

5.3. Belvilla AG shall pay the Homeowner the adjusted amount only if and insofar Belvilla AG succeeds in letting the Holiday Home and has received the total Fee from the Guest.

5.4. Following receipt of the Fee from the Guest, Belvilla AG shall within one month of receiving such Fee from the Guest, pay the adjusted amount to the Homeowner as per monthly settlement, net of any and all payments due to local taxes/levies and other costs which are for the account of the Homeowner, if such payments are carried out by Belvilla AG on behalf of the Homeowner or where Belvilla AG is required by law.

5.5. A Booking of the Holiday Home may be cancelled by Belvilla AG free of charge and without being liable to pay any compensation in the event that:

5.5.1. Belvilla AG has not issued a Sale Invoice;

5.5.2. The Holiday Home cannot be reached or essential aspects (water, electricity, garden, sanitary fittings, swimming pool, etc.) are not functioning properly;

5.5.3. The Guest does not fulfil its payment obligations;

5.5.4. There are circumstances that materially affect the stay of the Guest.

6. RECEIPT AND STAY OF THE GUEST

6.1. The Homeowner must manage the Holiday Home- or appoint a third party for this purpose.

6.2. The Homeowner must inform Belvilla AG of any extra nights booked by the Guest.

6.3. The Homeowner shall not contact the Guest directly to change or cancel the Booking without Belvilla AG’s consent.

6.4. If the Guest is denied a check-in for the Booking without the consent of Belvilla AG, the Homeowner shall

contact Belvilla AG and Belvilla AG shall arrange an alternate accommodation of at least comparable or higher standards for the Guest, which will be at the cost and risk of the Homeowner. In addition, Belvilla AG will be entitled to claim supplementary compensation, damages and/or performance.

7. COMPLAINTS

7.1. The Homeowner must render necessary assistance and resolve the Guest’s complaints as quickly as possible, but no later than within 24 hours.

7.2. The following procedure shall apply for any complaints made by the Guest:

7.2.1. The Homeowner shall resolve any complaints directly with the Guest and notify Belvilla AG immediately;

7.2.2. Belvilla AG may suggest a reasonable settlement between the Homeowner and the Guest, including payment of compensation to the Guest.

7.2.3. The Homeowner must indemnify Belvilla AG against all such complaints and any reasonable compensation paid by Belvilla AG to the Guest as a result of such complaints.

8. RIGHTS AND OBLIGATIONS OF BELVILLA AG

8.1. Belvilla AG shall publish the Holiday Home along with its location on the Website and provides no guarantee regarding the uptime of the Website.

8.2. Belvilla AG will handle the administrative and financial aspects of the booking process of the Holiday Home, either directly or with the help of third parties.

8.3. Belvilla AG reserves the right to run additional discounts and promotions for the Holiday Home on any channels. If Belvilla AG and the Homeowner agree on dynamic pricing then the burden of any discount and/or promotion campaign will be shared between parties.

8.4. BelvillaAG shall pay the Additional Costs, which are paid upfront to BelvillaAG, to the Homeowner without any surcharge or margin.

8.5. BelvillaAG may request the Guest to complete a survey orreview about the Booking. Belvilla AG is entitled to publish all or some of the reviews on the Website.

9. RIGHTS AND OBLIGATIONS OF THE HOMEOWNER

9.1. The Homeowner warrants that he/she is entitled to let the Holiday Home for recreational private use.

9.2. The Homeowner is obliged to make the Holiday Home available for Requests, Options and Bookings and duly update the same on the platform.

9.3. The Homeowner shall migrate all existing bookings for the Holiday Home into the Planning prior to the Holiday Home going live on the Website.

9.4. The Homeowner shall grant the Guests access to the Holiday Home for the entire duration of the Booking.

9.5. Incase of an exclusive Agreement, any guests not directly booked through Belvilla AG, for example, ‘walk-in’ guests or guests sourced by the Homeowner shall be treated as Guests for the purposes of this Agreement. The Homeowner will ensure that such Guests shall follow the booking process on the Website.

9.6. The Homeowner warrants that the Holiday Home complies at all times with applicable laws relating to the letting of the Holiday Home and all other obligations under the Agreement. The Homeowner shall immediately inform Belvilla AG if there are any non-compliances with respect to this clause.

9.7. The Homeowner will administer and pay all relevant levies/taxes associated with its Holiday Home and at Belvilla AG's discretion give Belvilla AG permission to pay such levies/taxes on its behalf and set off such payments made by Belvilla AG against payment of the Rent.

9.8. The Homeowner may only determine the cost of additional services provided directly by the Homeowner (or facilitated by a third party) to the Guest where such services are not provided by or on behalf of Belvilla AG. Any such costs shall be pre-approved by Belvilla AG.

9.9. The Homeowner warrants that the Holiday Home corresponds to the description and photos thereof published by Belvilla AG on the Website. The Homeowner is obliged to keep this description and these photos up to date. Belvilla AG reserves the right to organize a photoshoot to correspond to its content standards. The Homeowner will indemnify Belvilla AG and keep Belvilla AG indemnified if the terms of this clause are not met.

9.10. If the Homeowner provides data to Belvilla AG, the Homeowner agrees to provide accurate, current and complete information and the Homeowner agrees to maintain and update such information.

9.11. The Holiday Home must be clean and in an excellent condition prior to the arrival of the Guest.

9.12. The Homeowner must respect the privacy of the Guest.

9.13. The Homeowner undertakes to immediately remedy all defects related to the Holiday Home.

9.14. Belvilla AG may remedy the defects and/or failures and/or overdue maintenance itself at the expense of the Homeowner if the Homeowner does not take the necessary measures within a reasonable time as determined by Belvilla AG. Belvilla AG may offer the Guest compensation in relation to the above up to a maximum of the total Fee or arrange an alternate accommodation of at least comparable or higher standards for the Guest, which will all be at the cost and risk of the Homeowner.

9.15. The Homeowner may not request a Guest Security Deposit from the Guest.

9.16. The Homeowner acknowledges to be not registered under respective VAT laws unless VAT registration is shared with Belvilla AG 

9.17. The Homeowner shall, in accordance with Belvilla AG’s instructions, allow external and internal branding in the Holiday Home, e.g. in the form of signages, boards, placards, tent cards or such other branding materials. Further, the Homeowner shall display in the Holiday Home, as instructed by Belvilla AG, any membership promotion materials. The Homeowner shall not provide any membership plan(s) other than those provided by Belvilla AG.

9.18. The Homeowner’s private use for stay or maintenance of the Holiday Home is limited to the number of periods as mentioned in the Agreement. Subject to prior written consent of Belvilla AG, the Homeowner can also block the Holiday Home for last minute private use, if: (i) the Agreement permits it to do so; (ii) the private use is within and not exceeding the next 14 days from the day of booking such private use; (iii) there are no Requests, Options or Bookings in the Planning for those dates; and (iv) the Hom eowner enters such private use in the Planning. However, in high season, private use, whether last minute or otherwise, cannot exceed more than two weeks.

9.19. Subject to the terms of the Agreement, the Homeowner is entitled to let the Holiday Home to third parties at its own expense during the term of the Agreement with Belvilla AG, provided the Holiday Home is rented subject to the same rental conditions, including the cost of the rent and the cancellation policy, as those of Belvilla AG and the Holiday Home has not already been reserved for letting by Belvilla AG. The Planning as maintained by Belvilla AG is decisive in this regard.

9.20. The Homeowner undertakes in case of a sale and/or transfer of the Holiday Home to transfer all rights and obligations under the Agreement to the purchaser/new homeowner of the Holiday Home and inform Belvilla AG accordingly.

10. OTA

10.1. The Homeowner authorises Belvilla AG to offer the Holiday Home via the OTA-platforms.

10.2. All listings of the Holiday Home on any OTA-platform will be branded as and managed by Belvilla AG from the commencement date of the Agreement.

10.3. The Homeowner ensures that all OTA-invoices pending up to the commencement date of the Agreement will be cleared by the Homeowner before it is listed for booking on the Website. Belvilla AG reserves the right to refusing to put the Holiday Home live until all the OTA invoices are paid.

11. LIABILITY & DAMAGE

11.1. If there are damages to the Holiday Home, caused by or which can be attributed to the Guest that are not covered by the insurance, Belvilla AG will try to recover such damages from the Guest. If the damage cannot be recovered by the Guest Belvilla AG will not be liable to pay such damages. Belvilla AG’s liability shall be limited to losses arising out of Belvilla AG’s wilful misconduct or deliberate recklessness/gross negligence. In case a Guest Security Deposit is paid on-site the Homeowner shall not unreasonably withhold the Guest Security Deposit and will provide the Guest with evidence supporting a decision to withhold part or all of the Guest Security Deposit.

11.2. The Homeowner is responsible for adequately insuring the Holiday Home against all risks and all third- party liabilities.

12. INTELLECTUAL PROPERTY & PRIVACY

12.1. The Homeowner acknowledges Belvilla AG’s exclusive ownership of its intellectual property rights. The Homeowner undertakes to only use these intellectual property rights strictly within the scope authorized under the Agreement. The Homeowner shall not at any time do or cause to be done, or fail to do, any act or thing, directly or indirectly, impairing Belvilla AG's right or interest in such intellectual property rights.

12.2. The Homeowner shall notify Belvilla AG without delay of any infringement of the intellectual property rights of Belvilla AG.

12.3. The Homeowner must ensure that all material that is supplied for use by Belvilla AG, e.g. photos, will not infringe any third-party rights and is suitable for unlimited use in Belvilla AG’s media and promotion channels.

12.4. Belvilla AG holds the copyright of all the material, including audio-visual material and property and amenities descriptions that it makes, or that is made on its instructions, of the Holiday Home. The Homeowner is not entitled to use, copy or provide these materials of the Holiday Home to third parties without Belvilla AG's express, written consent.

12.5. The Homeowner shall process the personal data of the Guest in accordance with the General Data Protection Regulation (GDPR). If the Homeowner at the request or under the responsibility of Belvilla AG provides to Belvilla AG personal data (of themselves or the Guests), Belvilla AG qualifies as a controller as defined in the GDPR. Belvilla AG’s privacy policy is published on its website and the Homeowner guarantees that it shall provide such privacy policy to the Guest, if requested.

12.6. The Homeowner shall ensure that any of its employees, caretaker/managers, contractors, business partners whosoever, who may need to get access to any of Belvilla AG’s intellectual property rights or any personal data of the Guests shall comply with the same obligations under this clause.

13. CONFIDENTIALITY

13.1. The Homeowner shall protect the confidentiality of all trade secrets and confidential information of Belvilla AG, including but not limited to all business information of Belvilla AG that the Homeowner has acquired in any way (hereinafter ‘Trade Secrets’). The Homeowner shall not acquire, use or disclose Trade Secrets outside the scope of the Agreement.

13.2. The Homeowner may disclose Trade Secrets only to its employees, independent contractors or other third parties who have a need to know such information to fulfil the obligations of the Homeowner under the Agreement and under the condition that such employees, independent contractors or other third parties have entered into an obligation to not acquire, use or disclose Trade Secrets under the terms of a written agreement which is no less restrictive or comprehensive than contained in this clause L.

14. APPLICABLE LAW

14.1. This Agreement in its entirety, all disputes arising from it and all related matters are exclusively governed by the laws of the Federal Republic of Germany, to the exclusion of any conflict of law provisions.

14.2. All disputes that arise out of, or in connection with this Agreement, including its implementation and interpretation, will be submitted exclusively to the competent courts of Bremen.

15. FORCE MAJEURE

15.1. Neither party will be liable to the other party for any delay or non-performance of its obligations under this Agreement to the extent it arises from a Force Majeure Event subject to the affected party: (i) promptly notifying the other party in writing of the cause of the delay or non-performance and the likely duration of the delay or non-performance; and (ii) using its best endeavours to limit the effect of the delay or non- performance on the other party.

15.2. If performance is not resumed within 7 days after the commencement of the Force Majeure Event or within 24 hours if the Force Majeure Event is within 14 days of the arrival date of a Booking, Belvilla AG may terminate this Agreement or a Booking(s) immediately by giving written notice to the Homeowner.

15.3. Advance payments and payments for services that have not been fully or partially used must be refunded immediately on notice from Belvilla AG.

16. MISCELLANEOUS

16.1. Belvilla AG is authorized to amend the terms of the Agreement, including these General Terms and Conditions, from time to time at its sole discretion. The amended General Terms and Conditions will be published on the homeowner portal and will be sent per e-mail to the Homeowner.

16.2. Belvilla AG gives permission to the Homeowner to transfer the Agreement to a new Homeowner upon receipt of a 30-days prior written notice received from the Homeowner and the Homeowner gives permission to Belvilla AG to novate the Agreement to its Group Companies.

16.3. If any term of this Agreement is deemed invalid or unenforceable the validity of other provisions or requirements shall however not be affected and shall be enforced and remain in full force and effect. The Homeowner and Belvilla AG shall negotiate and agree on new provisions to replace the invalid ones.