> For the complete documentation index, see [llms.txt](https://docs.ventrata.com/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://docs.ventrata.com/partner-terms.md).

# Partner Terms

The terms behind every Ventrata partnership — how we certify you, what Suppliers control, and what each of us owes the other.

*Last updated: October 6, 2026*

{% hint style="info" %}
**Overview**

These Terms govern a three-party ecosystem. **Ventrata** provides the platform. **Suppliers** are the businesses that use it to sell and manage inventory. **You** are the Partner: you connect to Ventrata to sell a Supplier's inventory, to build software a Supplier uses, to have a Supplier resell inventory you hold, or to work with Suppliers in some other capacity.

**These Terms apply to every Partner.** On top of these, the [Ventrata API Terms](/api-terms.md) apply if you use our API, and the [Ventrata Operator Connection (Backend) Terms](/operator-connection-backend-terms.md) apply if we connect out to your system. Both form part of these Terms.

Ventrata is not a party to your commercial arrangement with any Supplier. Suppliers switch you on and off themselves, and decide which of their data and products you can see and change.

This overview is a summary. It is not part of the Agreement, and the sections below govern.
{% endhint %}

***

## You agree to these Terms

You agree to these Terms by clicking "I agree," by requesting Ventrata credentials, access, or a Partner Gallery listing, or by using our APIs, Partner Admin, or Partner Gallery in any way — including with test credentials for our test Supplier account. Doing so creates a binding agreement between you and Ventrata which is governed by these Terms ("Agreement").

"You" means the legal entity on whose behalf you are acting, and you confirm you are authorized to legally bind it. This Agreement is concluded between professional commercial legal entities and does not constitute a consumer contract.

These Terms do not apply to a Supplier's use of the Ventrata platform, which is governed by that Supplier's own agreement with us.

"Ventrata," "we," or "us" means Ventrata Ltd, registered in England and Wales, company number 10485066, registered office 55 Baker Street, London W1U 7EU, United Kingdom.

The term of this Agreement commences when you accept these Terms and continues until either of us terminates it under [section 12](#id-12.-suspension-and-termination).

Capitalized terms that are not defined where they appear are defined in [section 16](#id-16.-definitions).

***

## 1. Who's who and our role

**1.1 What we do.** We give Suppliers the technology to sell bookings and tickets and run their operations. We do not own, price, sell, or influence in any way a Supplier's inventory, and we are not party to any contract between you, a Supplier, and a Supplier's customers.

**1.2 Your commercial terms are with the Supplier.** Which products you can access, rates, commission, payment, and cancellation policy are all subject to an agreement directly between you and each Supplier. Neither these nor any other aspect of the relationship between you and the Supplier is the subject matter of these Terms. Our API returns results to you as the Supplier has configured it for you — what it returns reflects the Supplier's setup, which Ventrata cannot influence and is not directly responsible for.

**1.3 Suppliers control access.** Suppliers enable and disable connections and issue Credentials themselves, by creating a connection from your listing in the Partner Gallery. Within what we have certified you for, they decide which of their products and data you can read, and what you can write back.

We may also withdraw, suspend, or deactivate your access at any time. Reasons may include, but aren't limited to, a security concern, a breach of these Terms, a Supplier asking us to do so, a legal requirement, or your Certification lapsing. We are not liable to you or to any Supplier for doing so.

**1.4 You need your own agreement or terms with each Supplier.** You and each Supplier must have your own agreement or terms covering your relationship — a signed contract for some partners, published online terms for others. We provide the technology the Supplier uses; we are not a party to, and take no responsibility for, what you agree with them.

**1.5 No other rights.** You get no rights to any Supplier's inventory, brand, content, or data beyond what that Supplier grants you.

**1.6 Our commitments to you.** Alongside what these Terms ask of you, we commit to the following, each set out in full below:

* Partnership and API access are free, and we'll give **90 days'** notice if that changes ([13.1](#id-13.-fees-and-changes)).
* You can build and test against our [test Supplier account](/getting-started/test-credentials.md) before Certification, at no cost ([3.1](#id-3.-certification-and-listing)).
* We publish our minimum standards and requirements that need to be complied with in order to use our API but we will consider exceptions where the standards don't fit you ([3.6, 3.7](#id-3.-certification-and-listing)).
* You get time to adapt to changes to the standards and requirements: at least **30 days** for a new requirement, **30 days** for a material change to these terms, **1 month** before a breaking API change, and **3 months** before we retire a major API version ([3.6](#id-3.-certification-and-listing), [13.2](#id-13.-fees-and-changes), and [section 6 of the API Terms](https://docs.ventrata.com/pages/y5TduA1dKLVH0CKh172A#id-6.-changes-to-the-apis)).
* You can reach us at <connectivity@ventrata.com>, or through a named contact and a shared Slack Connect channel if you have one ([4.1](#id-4.-your-details-and-staying-in-touch)).
* Where we can, we'll ask you to fix something before we act on it, and we'll restore access once a problem is resolved ([3.10](#id-3.-certification-and-listing), [12.1](#id-12.-suspension-and-termination)).
* You get your own performance figures, and we'll correct clear errors ([11.4](#id-11.-performance-reviews-and-certifications)).
* If either of us walks away, we'll help minimize disruption to Suppliers and bookings in flight ([12.4](#id-12.-suspension-and-termination)).

***

## 2. What else applies to you

**2.1 Partner types.** We assign you one or more Partner types at Certification. Each type brings additional terms, which form part of these Terms:

| Partner type                      | What you do                                                                                                               | Additional terms                                                             |
| --------------------------------- | ------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- |
| **Reseller Connections**          | You sell Supplier inventory through your own channels                                                                     | [API Terms](/api-terms.md)                                                   |
| **Apps & Software**               | Your software reads or writes Supplier Data for a functional purpose                                                      | [API Terms](/api-terms.md)                                                   |
| **Operator Connection (Backend)** | We connect out to your system so a Ventrata-powered Supplier can resell inventory you hold                                | [Operator Connection (Backend) Terms](/operator-connection-backend-terms.md) |
| **Agencies & Consultants**        | You work with Suppliers in another capacity — development, marketing, trade or reseller consulting, account support, etc. | [API Terms](/api-terms.md) if you use our API                                |
| **Others**                        | Anything else we agree — referral, co-marketing, hardware, payments, or a partnership of a different type                 | Whatever else we agree in writing                                            |

**2.2 If what you do changes.** Tell us, and we'll agree on the right type with you. Don't operate outside your assigned type without our written approval first.

**2.3 Partnerships of a different nature.** Some partnerships don't fit the types above. Where that's the case, we may agree to separate terms with you, which apply instead of or alongside these Terms as we specify in writing. We may also add or change Partner types over time.

**2.4 Order of precedence.** If there's a conflict, the following order applies:

1. a signed agreement between us;
2. these Partner Terms;
3. the [API Terms](/api-terms.md) and [Operator Connection (Backend) Terms](/operator-connection-backend-terms.md); then
4. the Documentation.

***

## 3. Certification and listing

**3.1 How Certification works.** Certification is the process by which we decide whether to work with you, check that your integration works properly, and list you in the Partner Gallery. It runs roughly like this:

1. **You apply.** Send us an Application through the process published in our [documentation](/getting-started/steps-to-integrate.md), telling us who you are, what you want to build, and which Suppliers you expect to work with.
2. **We assess fit.** We look at the technical, operational, and commercial fit — whether we can support what you're proposing, whether it works for Suppliers, and whether you meet our minimum requirements and product standards.
3. **You build and test.** You develop against our [test Supplier account](/getting-started/test-credentials.md), which is free and available before Certification.
4. **We test with you.** We check your integration against the requirements in the Documentation, including the test cases published there.
5. **Pilot, sometimes.** See 3.4.
6. **We certify and list you.** You're added to the Partner Gallery, and Suppliers can start creating connections.

Only certified Partners appear in the Partner Gallery, and a Supplier can only issue Credentials to a Partner listed there — until you're certified, this isn't functionally possible.

**3.2 Who we work with.** Except for [Operator Backend](/operator-connection-backend-terms.md) partners, we work with direct integrations built to our OCTO API. We don't normally work with channel managers, middleware, aggregators, or any other layer that sits between us and the party actually using the connection — whether or not they apply for Certification. We may make exceptions in writing.

**3.3 We can say no.** Separately from 3.2, we may decline to work with or certify anyone, at our sole discretion. We'll usually tell you why, but we're not obliged to. If we haven't accepted your Application within **60 days** of receiving it in full, treat it as declined; you're welcome to reapply.

**3.4 Pilot.** For some Partners we ask for a pilot before we certify: you run live with a single named Supplier for **two weeks**, so we can both see how the integration behaves with real bookings before other Suppliers connect. We decide case by case whether to ask for one, and we can drop the requirement at any point.

**3.5 What Certification isn't.** Certification is not an endorsement, not a warranty that you or your integration are fit for any purpose, not an assessment of your security or data protection compliance, and not a commitment that any Supplier will work with you. Suppliers do their own diligence.

**3.6 Minimum requirements, and how they change.** You must meet our minimum integration requirements, product standards, and operating principles, published at [docs.ventrata.com](https://docs.ventrata.com) — or ask our team if anything isn't clear. We expect these to get tougher over time as the platform and the standard develop. When we update them we'll tell you by email and give you at least **30 days** to comply.

**3.7 Exceptions.** We may waive or vary a requirement for you in writing. Any exception applies only to you, only for what it says, is not a precedent for anyone else, and we may withdraw it on reasonable notice.

**3.8 No guarantee of permanence.** As our platform changes, an integration can become redundant, unsupportable, or something we build ourselves. We're not committing to accommodate any particular integration forever. Where that happens we'll give you reasonable notice.

**3.9 Early access and betas.** We may invite you to try features that aren't generally available. They're provided as is, they're our confidential information, we may change or drop them at any time, and we're not liable for anything arising from them.

**3.10 If you don't comply.** We'd rather work with you to fix a problem than switch you off, and usually that's what happens. But if you don't comply with our instructions, or you breach these Terms, we may do any of the following, in any order:

* require you to fix the problem by a stated date;
* revoke your Certification;
* remove or hide your Partner Gallery listing;
* stop you connecting to new Suppliers;
* deactivate Credentials already issued to you by Suppliers, without needing the Supplier's permission;
* suspend your access under [section 12](#id-12.-suspension-and-termination); or
* terminate this Agreement immediately.

***

## 4. Your details and staying in touch

**4.1 How to reach us.** <connectivity@ventrata.com> is our contact point for Certification, technical support, incidents, and notices. If you are also assigned a named contact or team on our side, or we run a shared Slack Connect channel with you, you may contact us using any of these channels for day-to-day collaboration. Slack isn't a channel for formal notices under [15.5](#id-15.-general).

**4.2 Your business details.** Give us accurate information about your business — legal entity, trading name, website, sales channels, and what you actually do — and keep it up to date. Don't give us false or misleading information, including about the nature of your business or whether you act as a channel manager, middleware, or aggregator. Tell us within **30 days** if any of the details change, and immediately if you have a change of control.

**4.3 Tell us about claims.** If you become aware of anything that could reasonably lead to a claim against us or a Supplier arising from the connection, tell us without undue delay and no later than **15 days** after you became, or should have become, aware of the relevant incident. If you don't tell us in time, you waive any claims against us to the maximum extent permitted by applicable law.

**4.4 Contacts and incidents.** Give us contacts for the relationship — technical, commercial, security, and billing where relevant — keep them current, and keep the technical address monitored. Tell us within **24 hours** of any issue that affects, or is likely to affect, bookings, availability, ticket delivery, or security.

***

## 5. Brand and listing

**5.1 You can use our brand.** Once certified, you may use our name and logo to promote the partnership, using only the assets and wording in the Documentation and only for the term of the Agreement. Don't imply endorsement or exclusivity. Don't use our name or marks in paid search, domain names, or app store listings without our prior written consent. When using our name or logo, or referring to our partnership, you must take care to protect our reputation.

**5.2 We can use yours.** You let us use your name, logo, and the description you give us to identify you in the Partner Gallery, on our website, in our help center, in Supplier-facing material, in our documentation, and at industry events. You can withdraw this permission on **30 days'** notice and we'll remove your listing. Once we do, no new connections can be made.

**5.3 How we list you.** We decide how and when your listing appears. We may list you as "coming soon" before you are certified, show your listing to selected Suppliers only, or not list you at all. We'll tell you if that's the case.

**5.4 What you can call yourself.** Once we've certified you and listed you in the Partner Gallery, you may describe yourself as a "Ventrata Partner," a "Ventrata Connectivity Partner," "connected with Ventrata," or "certified by Ventrata." Don't use these or similar descriptions before then, or after we've withdrawn your Certification.

**5.5 Press releases.** Neither of us will put out a press release naming the other without the other's prior written approval.

**5.6 Your contacts' details.** We use the business contact details you give us to run the relationship — Certification, support, incidents, security and API change notices, product updates, and Supplier introductions — under our [privacy notice](https://ventrata.com/privacy). We may also publish some of them, such as a support address or a named contact, in your Partner Gallery listing, in our help center, and in material we share with Suppliers or publish more widely. Any contact can opt out of non-operational messages. Make sure the people whose details you give us know we'll use them this way.

***

## 6. Working with Suppliers

{% hint style="info" %}
Suppliers are trusting you with their business and their customers' data. These are the ground rules.
{% endhint %}

**6.1 Stay inside what the Supplier authorized.** Access a Supplier's account, data, products, or inventory only to the extent that Supplier has authorized, and only for the purpose it authorized. Be aware that the Supplier may have specific terms and conditions in this context that you need to follow, including potential penalties for breaching them.

**6.2 No access without a connection.** You shouldn't be able to reach a Supplier who hasn't connected with you, and you must not try. If it ever happens, 6.5 tells you what to do.

**6.3 Represent inventory accurately.** Don't misrepresent a Supplier's inventory, availability, price, or terms, and don't sell or list a Supplier's products without that Supplier's permission. Be aware that the Supplier may have specific terms and conditions in this context that you need to follow, including potential penalties for breaching them.

**6.4 No passing on your access.** Don't offer, resell, or make Ventrata access available to any other company without our prior written permission. If we give permission, you must name each company, make each one identifiable in your traffic, and remain responsible for what they do as if it were your own act.

**6.5 If you get access you shouldn't have.** Sometimes a Supplier issues the wrong Credentials, or a key reaches you by mistake. If you receive Credentials you weren't meant to have, or find you can see data belonging to a Supplier who hasn't connected with you, stop using it straight away, tell us at <connectivity@ventrata.com>, and delete anything you've already received. Don't use it, share it, or keep a copy while we sort it out.

**6.6 Don't use our data to solicit Suppliers away.** Don't contact Suppliers, using details you obtained through us, for the purpose of moving them off the Ventrata platform. This is about the use of contact data you got through the connection; it doesn't restrict your ordinary sales and marketing, or your right under [9.5](#id-9.-intellectual-property-and-competing-products) to build and sell competing products.

**6.7 No competing or harmful use.** Don't use your integration, your Ventrata access, or any data obtained through it to build, train, benchmark, or improve anything that competes with Ventrata, or to harm or disrupt our platform, our business, or our relationships with Suppliers.

***

## 7. Data protection and security

{% hint style="warning" %}
This is the section Suppliers care about most, and the one we're least flexible on.
{% endhint %}

**7.1 What your role is.** Data protection law decides your role by what you actually do, not by what a contract calls you. The test is who decides the purposes and means of the processing:

* If **you decide why and how** the personal data is used — for example you sell to your own customers and hold your own relationship with them — you're a **Controller** for that processing, and so is the Supplier for theirs.
* If you only handle it **on a Supplier's behalf and on its instructions** — for example you run software or provide a service the Supplier configures — you're that Supplier's **Processor** or Sub-processor.

In practice most Reseller Connection and Operator Backend partners are Controllers, and most App or Software and Agency or Consultant partners are Processors — but check your own facts rather than relying on the label.

**7.2 Our role.** We act as each Supplier's Processor under our agreement with that Supplier. As between you and us, both parties process personal data independently of each other on their own responsibility either as independent controllers or in a different applicable position (e.g. two independent but cooperating processors).

**7.3 Put the right terms in place with the Supplier.** Whichever role you're in, you and the Supplier need written terms covering it — a Data Processing Agreement if you're their Processor, a data sharing arrangement if you're joint Controllers. Standard versions of both are available, and the Supplier accepts the relevant one when it creates the connection with you. You're responsible for making sure what's in place actually fits what you do. Make sure that the relevant agreement complies with your local applicable Data Protection Law — we disclaim any liability for the provided documents or how you use them. It remains your responsibility to make the relevant legal assessment and to have the appropriate documents in place.

**7.4 Your own compliance.** You're responsible for your own legal basis for processing, your own privacy notice, handling data subject requests that come to you, and other compliance with the applicable Data Protection Law. Make your privacy notice available to Suppliers, including through your Partner Gallery listing.

**7.5 What you may do with Supplier Data.** Use it only to do what the Supplier engaged you to do, provide support, and meet your legal obligations. Process it only to the extent necessary and permitted by your role as a Supplier's data processor or data controller engaged by the Supplier.

**7.6 Running AI in your own product.** If you use any AI tool or feature in your product, you remain fully responsible for making sure that use complies with Data Protection Law and any other applicable regulation (e.g. the EU AI Act), and with any terms and conditions the Supplier may have in this regard.

**7.7 Sharing with your Service Providers.** A Service Provider is anyone you bring in to help run your product who ends up handling Supplier Data — your hosting or cloud provider, an outsourced support team, a contract development shop, an analytics or messaging tool. When engaging a Service Provider you may need to conclude a specific Data Processing Agreement with them, adopt appropriate security measures (7.8), make sure that the Service Provider has also implemented the necessary security measures, and make sure that you both follow the applicable rules on international data transfers (7.10). Establishing your exact obligations and complying with them is your own responsibility. The Service Provider processes the data on your behalf and you are responsible for their acts or omissions. On request, you must give us a complete list of the Service Providers that process personal data in connection with the services under this Agreement.

**7.8 Security.** Maintain technical and organizational measures that meet or exceed industry standards for the sensitivity of the data you handle, and at a minimum:

* encryption in transit and at rest;
* least-privilege access control;
* logging;
* vulnerability management and patching; and
* a documented security incident management program.

Where you handle payment card data, you must be PCI DSS compliant at all times.

**7.9 Breach notification.** Tell us and the affected Supplier within **24 hours** of any Personal Data Breach affecting Supplier Data, or any suspected compromise of Credentials. Then start remediation at your own cost, tell us which Suppliers and data are affected and what you're doing, keep us updated, and cooperate as we reasonably need — including so Suppliers can meet their own notification deadlines.

**7.10 International transfers.** Suppliers and their customers are worldwide. Wherever you Process Supplier Data, comply with the transfer rules that apply to it, put a valid transfer mechanism in place where one is needed, and tell us which one on request.

**7.11 Retention and deletion.** Delete or anonymize Supplier Data as soon as reasonably possible when:

* you no longer need it for the purpose you were given it;
* you stop working with that Supplier;
* the Supplier asks; or
* we ask because you are no longer entitled to it.

You may keep what the law requires you to keep, or what you need for a live or recently completed booking. Confirm deletion in writing if we or the Supplier ask.

**7.12 We may send you less.** Where you don't need identifiable data to do your job, we may anonymize, mask, or withhold personal data before it reaches you, or let a Supplier choose to. Your integration should handle that without breaking.

**7.13 Your Partner Admin users.** We may give you access to Partner Admin, where you can see your Credentials, API logs, bookings, and related information, and add further admin users from your own organization.

**7.13.1** You control who in your organization has access. Keep that list current, and remove anyone who leaves or no longer needs access **promptly, and in any event within 5 Business Days**.

**7.13.2** Each user must have their own login. Don't share logins or create shared or generic accounts. Don't give your Credentials to anyone outside your organization, including an autonomous agent, unless you accept that it acts on your behalf and you remain responsible for it.

**7.13.3** You are responsible for everything your users do in Partner Admin, and for everything done under your Credentials. Tell us if you need us to remove access or deactivate a key you can't remove yourself.

**7.13.4** We may remove a user, deactivate a key, or withdraw your Partner Admin access under [section 12](#id-12.-suspension-and-termination).

***

## 8. Confidentiality

**8.1 Keeping it confidential.** Each of us will keep the other's Confidential Information exchanged or disclosed in connection with this Agreement confidential, use it only for the purpose of this Agreement, and share it only with people and Service Providers who need it and are under equivalent obligations. Sections 8.4 and [11.5](#id-11.-performance-reviews-and-certifications) are exceptions. This lasts **3 years** after termination of this Agreement, and indefinitely for Personal Data and trade secrets.

**8.2 What isn't confidential.** This doesn't apply to information that:

* is public through no fault of the recipient;
* was already lawfully known;
* was received from someone free to disclose it;
* was independently developed without using the other's Confidential Information; or
* must be disclosed by law.

Where the law requires disclosure, tell the other party first if you're allowed to.

**8.3 If you already have an NDA.** If you have a separate NDA with us, it stays in force and overrides this section wherever it provides more protection to the Confidential Information.

**8.4 Sharing with Suppliers.** We may share information about you with Suppliers who are connected to you, or who are considering connecting to you — including who you are, what you do, your contact details, your Partner type, your Certification status, and how your integration is performing. Suppliers need this to decide whether to work with you and to run the connection.

***

## 9. Intellectual property and competing products

**9.1 Who owns what.** We own our platform, APIs, and Documentation. You own your own software. Neither of us gains rights in the other's property beyond what's written here.

**9.2 Feedback.** If you give us feedback or bug reports, we can use them freely, with no obligation to you.

**9.3 IP that ends up with you.** If any right in our platform, APIs, or Documentation somehow vests in you, you assign it to us as soon as it arises. Where such right cannot be assigned for whatever reason, you grant us a perpetual (or, if that is not legally permitted, for the maximum duration permitted by applicable law), worldwide, royalty-free license to use, reproduce, copy, modify, adapt, translate, create derivative works of, publicly display, publicly perform, distribute, publish, transmit, broadcast, communicate to the public, make available, import, export, rent, lease, lend, sell, offer for sale, and otherwise exploit the licensed materials, in whole or in part, in any and all manners.

**9.4 Patents.** Neither of us will assert a patent infringement claim against the other in connection with this Agreement, our platform or APIs, or your integration.

**9.5 Competing products.** Nothing here stops either of us developing, marketing, or selling products or services that compete with the other's — provided neither of us uses the other's Confidential Information to do it, and subject to [6.7](#id-6.-working-with-suppliers). Whether we work with you, certify you, and keep you certified is a separate question, governed by [section 3](#id-3.-certification-and-listing).

***

## 10. Compliance

**10.1 What we each confirm.** Each of us confirms that it, and the people acting for it:

* will not offer or accept bribes or engage in corrupt practice;
* will pay the taxes lawfully due and not facilitate tax evasion;
* is not subject to, owned or controlled by anyone subject to, or resident in a territory subject to UN, US, EU, or UK sanctions, and will not act in breach of them; and
* complies with laws on employment rights, human rights, and modern slavery.

**10.2 Screening.** Each of us will complete any reasonable screening or due diligence questionnaire the other requests, and tell the other promptly if anything in 10.1 stops being true.

***

## 11. Performance, reviews, and certifications

**11.1 Checking compliance.** We may check your compliance at any time by:

* testing your integration;
* reviewing your API logs and error rates;
* asking you to complete security or compliance questionnaires; or
* asking an authorized representative to confirm in writing how you are using Supplier Data.

You will help us within a reasonable time.

**11.2 Audits.** Keep records that let you show you're meeting these Terms, for **2 years** after the year they relate to. On **10 Business Days'** notice we may audit records relevant to your obligations under these Terms, ourselves or through a qualified third party, in business hours and with minimum disruption — no more than once a year, unless we reasonably suspect a breach, you have a change of control, or we need to confirm data has been deleted. You will cooperate, including by making people who know the answers available. **Each party bears its own costs, unless the audit shows a Material Breach — then you reimburse ours.**

**11.3 Measuring performance.** We measure how your integration performs — including error rates, response and availability figures, booking and cancellation volumes, gross merchandise value, products sold, and hold behavior. We use this to certify you, decide what to do under [3.10](#id-3.-certification-and-listing), set your standing in any partner program we run, improve the platform, and help Suppliers choose a Partner.

**11.4 Your figures.** We'll make your own performance figures available to you so you can check them, and we'll correct clear errors.

**11.5 Publishing performance data.** We may share performance data with you, with Suppliers connected to you, and publicly — including in the Partner Gallery, on our website, in our help center, and in reports, benchmarks, and industry materials. We may identify you when we do. Before publishing anything, we will make sure it does not reveal the confidential information of any individual Supplier, and we will aggregate, band, or withhold figures where the underlying data is too thin to prevent that. We won't publish a Supplier-by-Supplier breakdown of your performance without that Supplier's consent. [Section 8](#id-8.-confidentiality) does not prevent us from doing any of this.

***

## 12. Suspension and termination

**12.1 Suspension.** Suspension is a last resort, and where there's time we'll come to you first. We may suspend or withdraw your access immediately if we reasonably believe:

* there's a security threat;
* you're breaching [sections 6](#id-6.-working-with-suppliers), [7](#id-7.-data-protection-and-security), or [10](#id-10.-compliance);
* you're degrading the platform;
* you've stopped meeting the Certification requirements; or
* a Supplier has asked us to.

We'll tell you as soon as we reasonably can, and restore access once the cause is resolved.

**12.2 Termination.** Either of us may terminate on **30 days'** notice, or immediately for a Material Breach not fixed within **15 days**, or due to insolvency of the other party.

**12.3 If you're leaving**, give us **30 days'** notice before you stop supporting connections, so Suppliers aren't cut off without warning.

**12.4 Winding down.** After notice of termination, each of us will help the other minimize disruption to Suppliers and work in progress. Honor bookings already made until they're fulfilled, canceled, or transferred, and keep supporting affected Suppliers for **at least 30 days**.

**12.5 On termination**, you must:

* stop using our platform and APIs;
* delete your Credentials;
* comply with [7.11](#id-7.-data-protection-and-security);
* stop using our name; and
* stop describing yourself as a Ventrata Partner.

**12.6 Survival.** [Sections 1](#id-1.-whos-who-and-our-role), [6.6 and 6.7](#id-6.-working-with-suppliers), [7.11](#id-7.-data-protection-and-security), [8](#id-8.-confidentiality), [9](#id-9.-intellectual-property-and-competing-products), 12.4 to 12.6, [14](#id-14.-warranties-indemnities-and-liability), [15](#id-15.-general), and [16](#id-16.-definitions) survive termination.

***

## 13. Fees and changes

**13.1 No fees.** There are no fees for partnership or API access. We may introduce them on **90 days'** notice.

**13.2 Changes to these terms.** We may update these Terms. Material changes take effect **30 days** after we tell you; other changes take effect when we publish them. If you don't accept a material change, terminate before it takes effect. Carrying on after that means you accept it.

**13.3 Urgent changes.** Where a change is needed urgently for the law, security, fraud or abuse prevention, or platform integrity, we may make it with shorter notice, or none, and will tell you as soon as we can.

***

## 14. Warranties, indemnities, and liability

**14.1 What we each promise.** Each of us confirms it can enter into these Terms and will comply with applicable law. You confirm your software and services don't infringe anyone's rights.

**14.2 "As is".** Our platform, APIs, and Documentation are provided **"as is."** We disclaim all implied warranties, and we make no warranty about the accuracy or availability of Supplier Data, which comes from Suppliers.

**14.3 You indemnify us** in full against claims arising from your software or services, and your breach of [sections 6](#id-6.-working-with-suppliers), [7](#id-7.-data-protection-and-security), [8](#id-8.-confidentiality), or [10](#id-10.-compliance) — including claims by a Supplier against us, and any liability we incur to a Supplier, arising from what you do or fail to do.

**14.4 We indemnify you** against claims that our platform or APIs, used as permitted here, infringe a third party's IP rights. This doesn't apply where the claim arises from your software, from use outside these Terms, or from combining our platform with anything we didn't supply.

**14.5 How the indemnities work.** Whoever is claimed against tells the other promptly, lets the other control the defense and settlement, and cooperates at the other's expense. Neither of us settles in a way that admits fault by, or binds, the other without its consent.

**14.6 No indirect loss.** Neither of us is liable for indirect or consequential loss, or lost profit, revenue, goodwill, or data.

**14.7 Liability cap.** Each party's total liability to the other under these Terms, however arising, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to **EUR 100**.

**14.8 What the cap doesn't cover.** The cap in 14.7 doesn't apply to the indemnities in 14.3 and 14.4, to breach of [section 7](#id-7.-data-protection-and-security) or [8](#id-8.-confidentiality), or to either party's fraud, willful misconduct, death or personal injury caused by negligence, or anything else that cannot be limited by law. Liability for those is uncapped.

***

## 15. General

**15.1 Governing law and disputes.** These Terms are governed by the law of England and Wales. Disputes go to arbitration under the LCIA Rules — one arbitrator, seat London, in English. Either of us can still go to court for urgent injunctive relief to protect Confidential Information or IP.

**15.2 Third parties.** No one other than you and us can enforce these Terms, except that a Supplier may enforce [sections 1](#id-1.-whos-who-and-our-role), [6](#id-6.-working-with-suppliers), and [7](#id-7.-data-protection-and-security) against you. We can vary or terminate these Terms without any Supplier's consent.

**15.3 Assignment.** Neither of us may assign without the other's prior written consent, not to be unreasonably withheld, except to an affiliate or in a merger or sale of the business. If you end up owned or controlled by a competitor of ours, we may terminate.

**15.4 Force majeure.** Neither of us is liable for failing to perform — except to pay money — because of something beyond its reasonable control. The affected party will tell the other, work to limit the impact, and resume as soon as it can. If it lasts more than **30 days**, either of us may terminate on notice.

**15.5 Notices.** Notices to you go to the email on your Partner account; to us, <connectivity@ventrata.com>. An emailed notice is treated as received one Business Day after it is sent.

**15.6 The rest.** We are independent contractors — no partnership, agency, or joint venture, and neither of us can bind the other. A signed agreement between us wins over these where they conflict; these Terms cover everything it doesn't. Failing to enforce something doesn't waive it, and if any part is unenforceable the rest still applies. These Terms are the entire agreement on their subject matter, written in English; any translation is for information only.

***

## 16. Definitions

**"Application"** means your request to be certified, submitted through the process at [docs.ventrata.com](https://docs.ventrata.com).

**"Business Day"** means a day other than a Saturday, Sunday, or public holiday in England.

**"Certification"** means our assessment of you and your integration before we work with you — technical, operational, and commercial. It covers whether your integration meets our minimum requirements and product standards, whether you can follow our standard way of working with Suppliers, and whether the partnership makes sense for Suppliers and for us. [Section 3](#id-3.-certification-and-listing) sets out how it works.

**"Confidential Information"** means non-public information disclosed by one of us to the other that is marked confidential, or that a reasonable person would understand to be confidential from its nature or how it was shared. It includes our non-public API specifications, roadmaps, and security information, and your non-public product and commercial information.

**"Credentials"** means the API key, used as a bearer token, that a Supplier issues to you when it creates a connection from your Partner Gallery listing — one key per Supplier connection — together with any other access we or a Supplier give you.

**"Data Protection Law"** means all laws on privacy and personal data that apply to either of us, wherever the data or the people it relates to are located.

**"Documentation"** means what we publish at [docs.ventrata.com](https://docs.ventrata.com), as updated from time to time.

**"Material Breach"** means a breach that goes to the substance of these Terms, including any breach of [sections 6](#id-6.-working-with-suppliers), [7](#id-7.-data-protection-and-security), [8](#id-8.-confidentiality), or [10](#id-10.-compliance). A series of related smaller breaches can together be a Material Breach.

**"Partner Admin"** means the Ventrata interface where you can see your Credentials, API logs, bookings, and related information, and manage your own admin users.

**"Partner Gallery"** means the page in Ventrata where approved integrations are listed, and where a Supplier creates a connection with you and issues your Credentials.

**"Personal Data," "Controller," "Processor," "Sub-processor," "Process," and "Personal Data Breach"** have the meanings given in Data Protection Law.

**"Service Provider"** means anyone you engage to help you deliver your product or service who, in doing so, handles Supplier Data.

**"Supplier"** means a business that uses the Ventrata platform to sell and manage inventory — the same term our OCTO API uses. A Supplier usually owns the inventory it sells. In an Operator Backend connection the Supplier is the reseller, using Ventrata as its technology to resell inventory held by you.

**"Supplier Data"** means data you access, receive, or write through Ventrata that belongs to or originates from a Supplier, including Personal Data in bookings.

***

## What else applies to you

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[API Terms](/api-terms.md)
{% endcontent-ref %}

{% content-ref url="/pages/3ZEiPP8fbKyeidXqivwB" %}
[Operator Connection (Backend) Terms](/operator-connection-backend-terms.md)
{% endcontent-ref %}

{% hint style="success" %}
**Questions about any of this?** Email <connectivity@ventrata.com>. We'd rather explain a clause than have you guess at it.
{% endhint %}