Second Amendment
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      Second Amendment to the Hostelworld Services and Licence Programme Agreement 

      Hostelworld.com

      Second Amendment to the Hostelworld Services and Licence Programme Agreement 

      made between Hostelworld.com Limited and the Licensee, as amended (the “Agreement”) 

      _______________________________________________________________________________________________

      This Amendment Agreement shall take effect on 15th April 2023, namely 30 days from date this Second Amendment Agreement was sent by email to the Licensee (the “Effective Date”) between:   

       

      (1) Hostelworld.com Limited, a company incorporated in Ireland (registered number 337103) and whose registered office is Charlemont Exchange, Charlemont Street, Dublin 2, Ireland (“HW”); and 

       

      (2) The Licensee, the individual, business or corporate entity which owns the property (the “Licensee”),   

       

      each a “Party” and together the “Parties”. 

       

      BACKGROUND 

       

      1. Pursuant to the Agreement, HW provides HW Services to the Licensee in consideration of the Licensee fulfilling Licensee Obligations and the Licensee paying the HW Service Fee. 

       

      1. The Parties have executed an Amendment Agreement whereby HW amended the HW services provided to the Licensee. 

       

      1. The Parties hereby revoke the Amendment Agreement with effect from the Effective Date and the provisions of this Second Amendment Agreement shall replace in full the Amendment Agreement with effect from the Effective Date, and the HW Services provided to the Licensee shall be provided by HW in accordance with the provisions herein. 

       

      1. Pursuant to clause 13.2 of the Agreement, HW varys the terms of the Agreement as set out in this Second Amendment Agreement providing the Licensee with 30 days’ advance written notice.  The variations as detailed in this Second Amendment Agreement shall be effective on expiration of 30 days of receipt of this Second Amendment Agreement by the Licensee, namely on the Effective Date. 

       

      1. On receipt of this Second Amendment Agreement the Licensee shall be entitled to terminate the Agreement, and in absence of HW receiving a notice of termination from the Licensee, the Licensee shall be deemed to have accepted this Amendment Agreement. 

       

      AGREED PROVISIONS 

       

      1. Interpretation 

       

      1. Terms defined in the Agreements shall have the same meaning when used in this Second Amendment Agreement, unless defined below. 

       

      1. The rules of interpretation of the Agreements shall apply to this Second Amendment Agreement as if set out in this Second Amendment Agreement. 

       

      1. Amendments to the Agreement 

       

      1. Pursuant to clause 1 of the Agreement detailing the Licensee’s obligations, the Agreement is hereby amended by the insertion of a new clause 1.10 as follows: 
        “The Licensee acknowledges and agrees that the provision of HW Services may be restricted, limited and / or frustrated, in whole or in part, consequent on third party providers to HW.  The Licensee understands that such restriction, limitation and / or frustration of HW Services are outside of HW’s control and hereby undertakes to release, discharge and hold HW harmless for any loss or inconvenience arising directly or indirectly from such restriction, limitation and / or frustration in the provision of HW Services.  Licensee further undertakes that no action or threat of action shall be taken against any third party provider which has cause, is causing or may cause such restriction, limitation and or frustration of HW Services.” 

       

      1. The Licensee hereby acknowledges and agrees that pursuant to clause 2 of the Agreement, HW may, but shall not be obliged to use such Property Information, which HW in its sole discretion shall deem necessary or appropriate, in the promotion of the Property. 

       

      1. The Agreement is amended by the deletion of clause 2.4 pertaining to the inclusion of contact details of the Licensee to facilitate a Customer contacting the Licensee.  For the avoidance of doubt, clause 2.4 shall, from the Effective Date state “HW reserves the right to exclude or edit any of the Property Information which it considers to be incorrect, inappropriate or incomplete”. 

       

      1. Clause 2.10 of the Agreement shall be amended to provide that “HW shall be entitled, but not obliged, to make Property Information available to view in Inbox or Counter by other users of Inbox or Counter respectively, including competitors of Licensee.” 

       

      1. HW’s obligations as detailed in clause 3 of the Agreement shall be amended as follows: 

       

      Clause 3.1 shall be amended to provide “HW may, but is not obliged to provide any or all of marketing, information technology, customer service, payment processing and data processing services (the “HW Services”) to the Licensee and in no circumstances shall HW be obligated to enable and / or facilitate the booking online of the Licensee’s products and / or services, including Beds and Experiences, by Customers.  The Licensee accepts and agrees that the provision of HW Services on a historic basis does not guarantee nor create a legitimate expectation of the provision of HW Services on an ongoing or on a future basis.  In particular, the Licensee accepts that the HW Services may be withdrawn and / or partially withdrawn at short or no notice to the Licensee and the Licensee shall not have any recourse to HW and / or any third party as a result of any partial or full withdrawal of HW Services on a temporary or permanent basis.” 

       

      Clause 3.2 shall be amended to provide “HW may, but shall not be obliged to promote the Beds and Experiences on the HW Websites in such form and in such manner as HW shall, in its sole discretion, determine necessary and / or appropriate.  HW may, but shall not be obliged to, promote the Beds and Experiences via some or all of the HW Websites and through its network of affiliates, where appropriate.  HW may promote the Property Information on the HW Websites and include an instruction to contact the Property directly to make a booking of accommodation.  HW in its sole discretion may amend the Property Information, including its display on the HW Websites, in a manner HW deems necessary or appropriate, including the withdrawal of the display of Property Information without requirement to correspond with or inform the Licensee accordingly.  HW shall be entitled to generate and display the default search results, in any manner and according to any system of ranking that it determines to be appropriate for each and any of the HW Websites.  For the avoidance of doubt, HW shall also be entitled to refrain from displaying the Beds and Experiences in any search result or through any affiliate as HW may deem appropriate.” 

       

      1. General 

       

      1. The provisions of the Agreement shall, save as amended in this Second Amendment Agreement, continue in full force and effect, and shall be read and construed as one document with this Second Amendment Agreement. 

       

      1. The Licensee shall be entitled to terminate the Agreement and not be bound by this Second Amendment Agreement by sending a notice of termination of the Agreement to HW by email to contracts@hostelworld.com within 30 days of the date of execution of this Amendment Agreement as stated hereunder, pursuant to clause 13.1.1 of the Agreement. 

       

      1. This Second Amendment Agreement shall be governed and construed in all respects by the laws of Ireland and the Courts of Ireland shall have exclusive jurisdiction. 

       

       

       

      IN WITNESS WHEREOF Hostelworld.com Limited has completed this Second Amendment Agreement and provided 30 days’ notice to the Licensee of the Amendments to the Agreement in accordance with clause 13.2 of the Agreement on the date written hereunder. 

       

      Hostelworld.com Limited  

       

       

      Signature    

      ____ Fabrizio Giulio __________________ 

      Print Name 

      Fabrizio Giulio 

      Title  

      Authorised Signatory  

      Date   

      15th March 2023