TERMS AND CONDITIONS OF TRIPSOMNIA PLATFORM

GENERAL TERMS AND CONDITIONS FOR TRIPSOMNIA CUSTOMERS

 

Present Terms and Conditions define the terms of use of the Platform available at www.tripsomnia.com

 

I. GENERAL PROVISIONS

 

  1. Present Terms and Conditions define the terms of the provision of Services to the Users by Tripsomnia, as well as the rights and obligations of the Users and Tripsomnia, including the complaint procedure.

  2. Tripsomnia makes these Terms and Conditions available to the User free of charge before the conclusion of the Agreement and, upon request, they can make them accessible in a form allowing for acquisition, reproduction and saving the content of present Terms and Conditions by means of the ICT system used by the User.

  3. The User may use the Platform only after they have read the Terms and Conditions.

  4. The Platform Agreements are concluded on the basis of Polish law.

 

II. DEFINITIONS

OFFER

means tickets to attractions or other service related to travel, sightseeing or other type of activities offered by the Service Provider to the Users

ANNOUNCEMENT

means all types of informational, commercial and advertising materials which subject is the Offer, placed by the Service Provider on the Platform with the use of Services provided by Tripsomnia; together with the terms and conditions of the execution of the Offer by the Service Provider.

PRIVACY POLICY

means a document regulating privacy protection and personal data processing; Privacy Policy is an integral part of these Terms and Conditions and is available at https://www.tripsomnia.com/en/privacy-policy

SERVICE FEE

means a payment made by the User to Tripsomnia for creation and submission of the Order The User will be clearly informed about the necessity of paying the Fee and its amount before submitting the Order to the Service Provider. Fees are paid by electronic payment and they become non-refundable after successful conclusion of the Booking Agreement. Any payments for the offers / orders are paid in cash to the Supplier. The Platform does not accept any payments accounting for the offer / order price and only charges a Service Fee for the electronic provision of services, i.e. submitting orders to the Suppliers see VI p. 6.

TERMS AND CONDITIONS

mean present Terms and Conditions of Service Provision through the Platform

BOOKING

means an agreement concluded between the Service Provider and the User, a subject of which appears to be the Offer executed under the terms and conditions described in the Announcement; detailed terms of the Booking Agreement are determined by the User in the Order

PLATFORM

means online website available at www.tripsomnia.com, owned by SocialTravel

SOCIALTRAVEL

SocialTravel Sp. z o.o. located in Warsaw, at  Al. Ks. J. Poniatowskiego 1, Warszawa 03-901, entered into KRS 0000676211; NIP: 1132941467; ways of communicating with SocialTravel: by email: [email protected]; by mail: office address for deliveries: Al. Ks. J. Poniatowskiego 1, 03-901 Warsaw; By phone: +48 690 670 581

CONTENT

means comments, opinions and information provided by the User through the appropriate functionality of the Platform

AGREEMENT

means an agreement for Services provided electronically concluded between Tripsomnia and the User, which general terms are determined by present Terms and Conditions

SERVICES

mean services and functionality provided electronically by Tripsomnia through the Platform and on the basis of the Terms and Conditions

SERVICE PROVIDER

means a User who, using the functionality of the Platform, publishes Announcements and Offers

USER

means an entity with full legal capacity, using the Platform, in particular for the purpose of concluding a Booking Agreement

ORDER

means a declaration of the User will leading directly to the conclusion of the Booking Agreement, indicating its relevant and detailed terms and conditions, made using the "Check availability" function available in each Announcement; Orders may be submitted electronically through the Platform, 24 hours a day, 7 days a week throughout the year

 

III. GENERAL TERMS AND CONDITIONS OF USING THE PLATFORM

  1. In order to use all functionality of the Platform, the User must meet the following minimum technical requirements:

    1. a device with an Internet access that allows the Platform interface to be displayed correctly,

    2. active email account (email);

    3. installed and up-to-date web browser with standard consistent with Chrome 45.0+, FireFox 40.0+, Internet Explorer 9+;

    4. enabled Cookies, JavaScript,

  2. It is forbidden to use the Platform not in accordance with the provisions of present Terms and Conditions, applicable law, good morals or principles of social coexistence. The User is prohibited from providing content of an unlawful nature.

  3. Neither Tripsomnia nor the Service Provider submits offers electronically on the Platform within the meaning of the Civil Code. In particular, provisions concerning the submission of an offer in electronic form shall not apply. Announcements are a call for offer submissions by Users.

  4. The Service and its components, including design and content, are protected by copyright and/ or other intellectual property laws. These elements may not be reproduced, distributed or published in whole or in part without permission of Tripsomnia. In particular, the Agreement does not allow the User to reproduce, distribute, rent, sell, or redistribute otherwise, directly or indirectly, whether for a fee or free of charge, excluding the Tripsomnia Platform.

 

IV. SERVICES

  1. Tripsomnia provides the following Services to the Users:

    1. provision, maintenance and development of the Platform infrastructure,

    2. provision of the functions of posting and viewing Announcements,

    3. provision of the functionality of the Platform enabling conclusion of the Agreements between the User and the Service Provider,

    4. interactive forms available on the Website, in particular, search form and contact form.

  2. Tripsomnia within the framework of the Services provided electronically does not operate on the order of the Service Providers or as the Service Provider's agent or its intermediary.

  3. Service Provision Agreements are concluded upon the expression of will to use particular Service by the User. Each Service Provision Agreement may be terminated by the User at any time without giving a reason. Service Provision Agreements for the services provided electronically, using the functionality of the forms, are concluded for a definite period of time and are terminated upon submission of the content of the form to the Service Provider or the Platform, or ceasing their use. The User may also resign from other Services by refraining from using them.

  4. The User who appears to be a consumer which has entered into a distance agreement may withdraw from it without giving a reason by making a written statement within 14 (fourteen) days from the date of conclusion of the agreement. The right of withdrawal from the off-premises or distance agreements is not available to the consumer in relation to the Services in the scope of accommodation, non-residential, carriage, car rental, catering, leisure, entertainment, sports or culture if the agreement specifies the day or period of service provision.

 

V. BOOKING

  1. Tripsomnia enables concluding agreements between Users and Service Providers under the terms described in the Announcement and for this purpose Tripsomnia provides the Users with the Platform appropriate tools. Tripsomnia is not a party to any agreement between Users and Service Providers, and the Terms and Conditions do not constitute a content of the Agreement between the User and the Service Provider.

  2. The User creates the Order through a dedicated form available in the Announcement. Depending  on the Offer, to create the Order it may be required to:

    1. specify the date on which the Booking is to be carried out;

    2. specify the number of packages available in the Offer that the Booking should include;

    3. specify the number of people using the Offer;

    4. accept the Offer price and possible Fees;

    5. accept payment method;

    6. provide complete and accurate personal data of the User, which is a party to the Booking Agreement.

  3. After completing the Order, the User confirms it and sends to the Service Provider by activating the "Order with payment requirement" button.

  4. In the process of submitting the Order, until the activation of the "Order with payment requirement" button, it is possible to detect and correct errors by the User in the Order and to modify it, through the functionality of the Platform. After this point, the User may introduce changes to the Order, in particular, correction of errors in the entered data, until the conclusion of the Booking Agreement via direct, prompt (telephone or e-mail) contact with the Service Provider.

  5. By submitting the Order, the User makes the Service Provider an offer to enter into the Booking Agreement regarding the selected Offer option, under the terms and conditions indicated in the Order. Conclusion of the Booking Agreement is made by accepting the offer by the Service Provider, upon receipt of the Order terms and conditions confirmation by the User sent to the email address specified by the User in the Order.

  6. Fixing, securing and sharing the Booking content with User is made in form of an email sent to the address given by the User during the Order submission. The User who submitted the Order and received a statement of acceptance of the offer by the Service Provider will be provided with a digital document confirming the Booking together with its content, as indicated above.


 

VI. PRICES AND PAYMENTS

  1. Prices indicated on the Platform are gross prices (including all custom duties and taxes, including VAT). Each time together with the price is indicated the currency in which the price is expressed.

  2. The total Offer price is calculated according to the choices made by the User in the Order form and in accordance with the rates indicated there. The binding price is indicated to the User in the Order Summary, at the moment of submitting it to the Service Provider.

  3. The User makes a payment of the price indicated in the Offer to the Service Provider using the payment method indicated in the Order. The form of payment for a given Offer determines the Service Provider, indicating at least one of the following:

    1. payment of the total price in cash at the place of execution of the Offer;

    2. electronic Service Fee payment, and subsequently after conclusion of the Booking agreement payment of the remaining amount by cash at the place of Offer execution;

    3. electronic Service Fee payment upon conclusion of Booking agreement, and subsequently payment of the Offer price in cash at the place of Offer execution.

  4. The User is obliged to make a payment for the price indicated in the Order in time indicated in the Booking agreement.

  5. The Service Fee payment is made under the condition of termination, which is the absence of a Booking agreement. If the Booking agreement is not concluded, the Service Fee payment shall be returned promptly, but not later than within 2 (two) working days from the date of submitting the Order by the User.

  6. Creation and submission of the Order is a paid Service unless in case of a particular Order Tripsomnia specifies that its creation is free of charge. The User will be clearly informed about the necessity of paying the Fee and its amount before submitting the Order to the Service Provider. Fees are paid by electronic payment.

  7. Electronic payment is understood as a payment made via Internet system provided by an external operator. Electronic payments are processed by an external payment system operated by:

    • Dotpay S.A. located in Kraków, on Wielicka st 72, 30-552 Kraków, NIP 6342661860, REGON 240770255, entered into the Central Registration and Information on Business (CEIDG) with the following KRS number 0000296790, Maintained by the District Court for Kraków - Śródmieście in Kraków, XI Commercial Division of the National Court Register, with the share capital of PLN 4,000,000.00, capital paid PLN 4,000,000.00.

    • PayU SA with the registered office in Poznań, 60-166 Poznań, ul. Grunwaldzka 182, domestic payment institution supervised by the Polish Financial Supervision Authority, entered into the Register of Payment Services under number IP1/2012, entered into the Register of Entrepreneurs kept by the District Court for Poznań – Nowe Miasto and Wilda in Poznań, 8th Commercial Department of the National Court Register under KRS number 0000274399, with share capital of 4,944,000 PLN paid up in full and tax id no. NIP: 779-23-08-495, statistical number REGON 300523444.

    • PayPal (Europe) S.à.r.l. et Cie, S.C.A., 22-24 Boulevard Royal l-2449, Luxembourg.

  8. Tripsomnia does not save or store payment card details and bank account details. They are only processed for the purpose of making transactions through secure external payment systems operated by entities listed in paragraph 7.

  9. The Customer may make Payments with Payment Cards in a simplified form, i.e. without having to provide all payment card details. The token (virtual card identifier) is generated on the basis of payment card data provided by the Customer within the PayU website.

  10. Prices of the Offers and Fees indicated on the Platform may be changed. The terms of the Order can not be changed in relation to the User who submitted the offer as indicated in these Terms and Conditions before the price change.

VII. REFUND & CANCELLATION

If you reject (cancel) the order, the cancellation conditions stated in the product description as well as on your voucher apply. Tripsomnia advises the user to carefully read the information in the product description.

Provided there are no deviating cancellation conditions in the product description of your Service Provider, the following cancellation fees will be charged by the Service Provider of the tourist services:

You can cancel until 72 hours before the tour starts with a 100% refund of the tour fee minus a 5% credit card fee and the cost of any tickets that have been purchased.

You can cancel until 48 hours before the tour starts with a 50% refund of the tour fee and the cost of any tickets that have been purchased.

You can cancel until 24 hours before the tour starts with a 0% refund of the tour fee and the cost of any tickets that have been purchased or in the event of a no-show: no refund

 

The Service Provider reserves the right to request higher, specific compensation instead of the aforementioned flat-rate fees, if the Service Provider can prove that it has incurred much higher expenses than the respectively applicable flat-rate fee. In this case the Service Provider is obliged to provide specific figures and evidence of the compensation requested, taking into account the saved expenses and any other use of the services.

The refund is done using the same payment method. In the event of credit cards which are charged monthly, the amount shall be credited at the end of the current invoicing period. The exact time of the refund depends on the user’s credit card agreement. The refund by bank transfer shall be done within seven bank working days.

Arrival at meeting point and compliance with condition

You are responsible for arriving on time at the notified meeting point. If you are travelling to an activity from abroad, you are responsible for having the necessary travel documents (passport etc.), and for observing the health regulations etc. 

Extraordinary cancellation

The Service Provider can cancel the activity on the agreed date without observing a period of notice, if weather conditions, official measures, strikes or other unforeseeable or unavoidable external conditions (in particular force majeure) make the execution of the activity impossible, make it considerably more difficult or endanger it. In this case the paid price is refunded.

Exclusion of participation

The Service Provider is permitted not to allow you to join an activity, or to exclude you from one, if you do not meet the personal participation requirements, your participation would endanger you or someone else or in any other way make the activity impossible in the long-term. This applies accordingly to a user you have referred. In these cases, the paid price cannot be refunded.

Changes to the program

Furthermore, the Service Provider reserves the right to make non-essential changes to the program, if this is necessary due to unforeseeable or unavoidable conditions.

VIII. CONTENT

  1. The User cannot publish the Content on the Platform that:
    1. violates the rights or personal property of any third parties,

    2. contains threats, call for aggression or elements of unfounded violence,

    3. consists of materials that may be used for purposes that are unlawful, misleading, malicious or discriminatory,

    4. is inappropriate for people under the age of 18,

    5. is obviously in conflict with the principles of social coexistence or common and social norms or "netiquette" principles,

    6. contains profanity and phrases that may violate someone's dignity,

    7. promotes websites that do not belong to any of the Service Providers.

  2. Tripsomnia does not control the Content posted on the Platform by the Users on a regular basis. Especially, Tripsomnia does not monitor the information contained in the Orders. If Content violates the above rules, Section VIII of the Rules shall apply.

 

IX. REPORTING VIOLATIONS AND COMPLAINTS

  1. The person who notices any data of unlawful nature, in particular, Announcements infringing on intellectual property rights or Content infringing on personal property rights, should immediately notify Tripsomnia at [email protected] . If Tripsomnia obtains reliable information about the unlawful nature of the data (Advertisement or Content) or related activities, Tripsomnia will immediately prevent access to such data and will notify the User who has placed such data on the Site in advance of their intention of preventing the access.

  2. The User has a right to make a complaint about the functioning of the Platform. Complaints should contain at least data identifying the User (name, surname, mailing address, optionally telephone number), with justified objections and comments on the Platform or Services. The complaint must be sent to the email address [email protected] or the Tripsomnia office address indicated at the beginning.

  3. Tripsomnia will respond to your complaint within 14 (fourteen) days from receiving it. The User will receive a response to the address from which the complaint was sent or to the address provided in the complaint.

  4. The User who appears to be a consumer has the opportunity to use non-judicial means of proceeding with claims and redress, in particular, he or she may seek mediation or arbitration. For this purpose, the appropriate form must be provided to the institution before which the procedure is to be followed - a request for mediation or a request for consideration before a court of arbitration. If the User does not wish to use ADR, any disputes arising under the Terms and Conditions or Agreements will be resolved by a common court of law in accordance with applicable law.

 

X. CHANGES TO TERMS AND CONDITIONS

  1. Tripsomnia may change present Terms and Conditions for important legal reasons (a change of generally applicable law in respect of the Tripsomnia economic activity or the change of Tripsomnia's organizational form) or technical (modernization of the Platform or Services).

  2. Users will be notified of changes to the Terms and Conditions and the reason for such changes with the notification displayed on the main page of the Platform for 7 (seven) days before its entry into force.

  3. The User re-accepts or refuses to accept the Terms and Conditions. Failure to accept the revised Terms and Conditions means cancellation of the Services provision.

  4. Orders placed before the entry into force of the amendments to the Terms and Conditions will be executed in accordance with the foregoing  Terms and Conditions.

 

XI. SPECIAL PROVISIONS

  1. In case of the Users who do not appear to be consumers, in particular, using Services in frameworks of their economic or professional activity, special provisions shall apply: (1) Tripsomnia shall not be liable for any damages caused to the Users by unintentional misrepresentation, and Tripsomnia's liability shall be limited to the actual loss suffered by the User. (2) disputes arising out of the Agreement or use of the Service by the User shall be settled by the common court competent for the Tripsomnia office location.

 

XII. FINAL PROVISIONS

  1. In matters not regulated by present Terms and Conditions, the provisions of general law, in particular, the Act of 23 April 1964 of Civil Code, shall apply.

  2. The Privacy Policy, located on the Platform at https://www.tripsomnia.com/privacy-policy, is an integral part of these Terms and Conditions.


Date of entry into force of the Terms and Conditions: 02.12.2019.

GENERAL TERMS AND CONDITIONS OF TRIPSOMNIA COOPERATION  - PARTNER AGREEMENT

 

I. DEFINITIONS

Agreement

this Partner Agreement together with each Platform Addendum and the Service Order

Customer

defined in the applicable Platform Addendum

Working Days

days from Monday to Friday excluding days free from work according to the Polish law

Extranet

a closed computer network based on web protocols, intended to exchange information between Tripsomnia and the Partner as well as Offers management

Partner's Account

service provided electronically; a separate individual part of the Extranet dedicated to a Partner, through which the Partner uses the functionality of Platform and Services

Partner's Payment

the total amount of the payments collected by Tripsomnia from Customers for the Partner’s Services (“Customer Payments”) minus all Commissions, Flat Fees and other Tripsomnia Fees and amounts due to Tripsomnia, as well as all Customer refunds, Chargebacks and Fraudulent Charges

Partner's Services

defined in the applicable Platform Addendum

Platform Addendum

an addendum attached to this Agreement, which contains terms specific to a purchased Tripsomnia Platform offering

Chargeback

a request to invalidate a payment that a Customer files directly with (a) his or her debit or credit card company; (b) his or her debit or credit card-issuing bank; or (c) any other entity that provides payment services.

Fraudulent Charge

a credit or debit card charge by a Customer that is determined by the card company or payment processor to be fraudulent.

Coordinator

a person indicated in the Contract, authorized by the Partner or Tripsomnia to submit statements on his or her behalf for the proper performance of the Contract, subject to statements regarding the amendment of the Contract or GTC

Coupon

an offer that does not require confirmation of availability; Offers that meet this definition are considered to be a Coupon unless expressly stated otherwise in the Contract or in the Offer.

Source Materials

content, data, information, graphic, audiovisual and other materials, placed on the Platform by the Partner or by the Partner's Supervisor

Special Offer

an offer which specific terms apply only to the Platform

Partner Supervisor

a Tripsomnia Coordinator dedicated to a Partner for the current support

Fee

a payment for execution of the service, the amount of which is indicated in the Contract or pricing; Fees may be settled in the form of commission on sales of the Partner's offers through the Platform.

GTC (General Terms

and Conditions)

 

present General Terms and Conditions of Tripsomnia Cooperation, including attachments

Agent

any entity that is, directly or indirectly, controlled by the Partner defined below and holds the right to promote offers owned by the Partner

Partner

an entity using the Platform and Services within the scope of its business or professional activity, which appears to be the owner of the Offer and the Booking page; in the Terms and Conditions the Partner is called Service Provider

Partner Profile

a separate section of the Platform linked with the Account, containing publicly available Partner data and a summary of all Offers

Terms and Conditions

Platform Terms and Conditions available at the following address: www.tripsomnia.com/en/terms; To the extent not regulated by the GTC or the Contract, the Terms and Conditions shall apply accordingly

Booking

the agreement concluded between the Customer and the Partner on terms and conditions indicated in the Offer, the subject of which is the Offer, and the detailed contractual terms of the Booking are determined by the Customer in the Order. The Booking means both the Booking on Demand and the Instant Booking unless the context clearly indicates that it is only the Booking on Demand or the Instant Booking

Booking on Demand

booking made between the Partner and the Customer through manual confirmation of the Order by the Partner

Instant Booking

booking made automatically between the Partner and the Customer accordingly to the Offer availability presented in the Extranet

Force Majeure

extraordinary events or circumstances that could not have been foreseen with due diligence required in professional relationships, that were external to both Tripsomnia and the Partner, and which they could not oppose with due diligence.
As events caused by Force Majeure we understand, e.g.:
- significant natural disasters or severe weather incidents impacting the location of destination or location of departure;
- political situation that disenables execution of the Offer, e.g. introduction of martial law in the location of destination or location of departure.

Parties

Parties of the Contract, namely SocialTravel, representing Tripsomnia brand, and the Partner

Contract

the written agreement concluded between Tripsomnia and the Partner, which integral part are GTC, under which Tripsomnia undertakes the obligation to perform the Services, and the Partner to pay Fees;

Additional Services

paid Services being a complement to the scope of the Contract, its extension or amendment

Voucher

a confirmation of the Booking agreement between the Partner and the Customer

 

II. GENERAL PROVISIONS

  1. The GTC define the terms and conditions for the provision of Services to Partners by SocialTravel, representing Tripsomnia brand. Tripsomnia provides Services under the Contract. The provisions of the General Terms and Conditions shall be binding upon the Parties from the time of conclusion of the Contract.

  2. If the Partner has purchased Tripsomnia’s Marketplace offering, the Tripsomnia Marketplace Addendum attached hereto will apply.

  3. If the Partner has purchased Tripsomnia’s Software offering, the Tripsomnia Software Addendum attached hereto will apply.

  4. Tripsomnia declares that it has the resources and experience necessary to execute the Contract. Tripsomnia commits itself to perform the Contract with utmost diligence resulting from the professional nature of its business activity.

  5. Tripsomnia can execute the Contract with help of third parties, wherein Tripsomnia holds full responsibility for actions and omissions of the subcontractors as for their own. At the same time, Tripsomnia commits that, for the execution of subject of the Contract, they will use only services of entities with qualifications referred to in pt 4 above.

  6. In case of inconsistency of GTC provisions with terms of the Contract, the GTC shall prevail, unless the parties agreed otherwise in the Contract.

  7. Without limiting Partner’s other obligations, the Partner represents and warrants that (a) it will provide the Partner Services in a professional and safe manner at all times; (b) it will not infringe upon or misappropriate the intellectual property or other rights of any other person or entity with respect to the subject matter of this Agreement; (c) the Partner has all necessary rights to grant the licenses granted by it to Tripsomnia, including the right to use the name, likeness, and identifying information of any identifiable person in the Source Materials; and (d) the Partner possesses all licenses and registrations necessary to conduct its business and to provide all Partner Services to be offered herein.


 

III. COORDINATORS

  1. Parties indicate their Coordinators in the Contract. Within the limits of competence specified in the Contract, Coordinator acts as an authorized representative of the concerned Party.

  2. Coordinators are obliged to cooperate with each other in good faith, provide necessary explanations and information for the proper execution of the Contract. On written (paper version) or sent electronically request of one Party Coordinator, the Coordinator of the other Party, without delay, but not later than in 2 (two) working days counted from the date of receipt of the request, shall submit, in the same form, the requested clarifications or information necessary for the execution of the Contract.

  3. Any arrangements made between the Parties in oral form (also by telephone) are only valid if they are confirmed with the written form (email, fax, registered letter, courier service) not later than 24 (twenty-four) hours after they have been made under pain of nullity.

  4. Each of the Parties has a right to change the Coordinator by notifying the other Party and providing information regarding the new Coordinator: phone number and email address. The change is effective upon receipt of this information by the other Party.

 

IV. SERVICES

  1. Tripsomnia provides following Services for the Partner:

    1. provision of access to the Platform and availability of using its functions, in particular creating Partner Profile and making it available on the Platform; as well as a provision of technical infrastructure for the conclusion of Booking agreements;

    2. provision of substantive and technical support in Offers management by the Partner Supervisor;

    3. Promoting Partner’s brand and Offers on the Platform, and with other online marketing actions, including email marketing and pay-per-click advertising (PPC).

  2. Tripsomnia may also provide following Additional Services for the Partner:

    1. creation of promotional materials, in particular by making photographic and film documentation of the particular Offer.

    2. promotion of the Offers on the main page or search results on the Platform;

    3. promotion of the Offer in the form of flash box banners;

    4. promotion of the Partner in the rankings available to Customers on the Platform;

    5. transferring copyrights to the made materials to the Partner;

    6. preparation of Offer’s language versions;

    7. completing other tasks instructed by the Partner.

 

V. GENERAL TERMS AND CONDITIONS FOR PROVISION OF SERVICES

  1. The Partner must set up an account with Tripsomnia in connection with Partner’s use of the Tripsomnia Platform ("Partner’s Account"). ThePart ner will designate one or more of its employees to be the point of contact with Tripsomnia (Coordinator) for the management and support of the Tripsomnia Platform, and who will be responsible for establishing and managing Partner’s use of the Tripsomnia Platform, including the creation of authentication credentials to access the Partner’s Account. The Partner will safeguard all Partner’s Account user authentication credentials in its possession or under its control and is responsible for acts and omissions of its Partner’s Account users relating to this Agreement as though they were Partner’s own. The Partner is responsible for all activities that occur under the Partner’s Account and for the accuracy, quality and integrity of the Source Materials that Partner or its users input into the Tripsomnia Platform.

  2. The account allows the Partner, i.a. managing Offers, managing Offer availability, updating invoice data, monitoring and controlling Orders

  3. Тhe Partner is obliged not to disclose the data used to log into the Account to any third parties and is fully responsible for any consequences, including any damages resulting from the disclosure of the password to third parties. Tripsomnia undertakes to provide the Coordinator of the Partner with the data necessary to log into Extranet within 5 (five) working days from the day of signing the Contract.

  4. Tripsomnia makes every effort to ensure proper functioning of the Platform and undertakes to ensure the continuity of the Services, subject to events and their effects, relating to:

    1. malfunction of external, in relation to the Platform, websites, that remain beyond the control of Tripsomnia;

    2. problems caused by loss of data due to reasons on the part of the Partner;

    3. unauthorized interference by the Customer or third parties into the Platform;

    4. case of Force Majeure;

    5. technical interruptions necessary for maintenance work of the Platform held by Tripsomnia.

  5. Tripsomnia reserves the right to possible breaks in provision of the Services required for maintenance work, not longer than 2 (two) hours and not more than 12 (twelve) times a year. Tripsomnia will notify the Partner of any such break with at least 24 (twenty-four) hours notice.

  6. Tripsomnia is entitled to change the elements and functionality of the Platform or the Services and undertakes not to impair the quality of the Services. Such changes will not constitute an amendment to the Contract.

 

VI. PARTNER LIABILITIES

  1. The Partner undertakes:

    1. to use the Platform in compliance with applicable law, rules of social coexistence and good morals, with due regard for the personal rights and intellectual property rights of third parties;

    2. to prepare and manage the Offers properly;

    3. to provide Special Offer or Special Offers in accordance with the Contract and not to offer the same or similar Special Offers outside of the Platform;

    4. to consider the Orders fairly;

    5. to ensure the availability of the published Offer;

    6. to respond immediately, but no longer than within 3 (three) working days, to the Customer's complaints concerning the Partner’s Offers;

    7. to adhere to the system of placing Orders and entering into Booking agreements or sales of Coupons, in accordance with the provisions of the Terms and Conditions, in particular, to respect the dates indicated therein;

    8. to release immediately Tripsomnia from any Customers’ or third parties’ claims relating to the Advertisements and Offers.

    9. to ensure the execution of the available Offer. If the Partner notifies about the cancellation of the Offer in less than 24 (twenty-four) hours prior to the execution of the Offer, he or she will be required to reimburse the commission for the tickets sold; except of the Offer cancellation caused by reasons that could not be foreseen and are beyond the control of the Partner, e.g. due to the Force Majeure understood as defined above;

    10. to ensure the execution of the Offer according to its description, for which the Booking agreement has been concluded between the Customer and the Partner.

  2. The Partner undertakes during the term of the Agreement:

    1. not to send marketing offers to the Customers, excluding the Platform or Tripsomnia;

    2. to offer the Customers better prices within Special Offers than the prices offered outside of the Platform;

    3. in case of Offers with accommodation, to provide Customers with alternative accommodation of the same or higher standard at Partner’s own expense, in case of lack of the accommodation specified in the Order at the time of booking.

  3. Failure to perform or improper performance of the commitments by the Partner, in particular, failure to update the Offers, acceptance of an Order for unavailable Offer, or acting to the detriment of Tripsomnia, may have the consequences, according to any of recognition of Tripsomnia:

    1. a warning addressed to the Partner by Tripsomnia,

    2. usage of the Platform subject to confirmation by the Partner of delivering Booking or Coupon

    3. Account access lockout,

    4. deleting the Offer,

    5. deleting the Account along with all Offers placed therein and termination of the Agreement with immediate effect.

 

VII. OFFERS

  1. The Offer must be prepared in a fair and complete manner and cannot mislead the Customer. The Partner bears full responsibility for the Offer content, including the responsibility for any errors or inaccuracies in the content.

  2. The Offer should at least include:

    1. complete information about the Partner, his or her identifying data, in particular, about the company or entity with registered economic activity and the number under which it was registered;

    2. complete information about the Offer;

    3. payment terms for the Booking, including one of the payment methods provided by Tripsomnia;

    4. the Booking terms, which are understood as the specific terms of the agreement between the Partner and the Customer, such as the terms of introducing the amendments or cancellation of the Booking agreement.

  3. Tripsomnia is not a part of any Booking agreement. Tripsomnia does not enter into Booking agreements with Customers. The Partner authorizes Tripsomnia to mediate in payment settlements for the Booking or Coupon between the Customer and Partner.

  4. The Partner each time providing Source Materials declares and warrants that they do not infringe the law, violate personal and property rights protecting any third parties or intangible property rights.

  5. Tripsomnia may refuse to start providing or suspend provision of Services if the Offer or the Source Materials are incomplete, require modifications or amendments.

  6. The Partner may not place Offers which:

    1. violate the rights or personal properties of any third parties,

    2. are unsuitable for people under the age of 18,

    3. are obviously inconsistent with the principles of social coexistence or common moral and social standards or "netiquette" principles,

    4. promote websites that do not belong to Tripsomnia.

  7. Tripsomnia does not control the Offers on a regular basis. Especially, Tripsomnia does not monitor the information contained in the Orders.

  8. Tripsomnia reserves the right to remove Source Materials that are inconsistent with the nature and purpose of the Platform.

  9. The Partner grants Tripsomnia with a time-limited (to the duration of the Contract) and unlimited territorially license, with the right of sublicense, for the use of the Source Materials and their marks, especially trademarks, in the exploitation areas determined by the scope of use of the Platform and marketing actions, in particular:
    (1) in the scope of fixating and multiplying the subject of the license - the production of copies of the work in a particular technique, including printing, reprographic, magnetic recording and digital techniques;
    (2) in the scope of distribution of the subject of the license - public performance, exposition, display, reproduction, broadcasting and rebroadcasting, as well as making the work publicly accessible to anyone in a location and time chosen by them.

 

VIII. RESERVATIONS AND COUPONS

  1. The Partner acknowledges that the Contracts with the Customers are concluded on the basis of the Offers and undertakes to keep the availability of the Offers up to date and to ensure the completeness of the information contained in the Offer.

  2. Contracts between the Partner and the Customer are concluded in accordance with the Terms and Conditions.

  3. The Partner receives information about the Order in form of Booking confirmation or Coupon via email or SMS. Order status information is also available in the Account.

  4. In case of Booking on Demand, the contract between the Partner and the Customer is concluded as follows:

    1. after receipt of the relevant notice from the Platform, the Partner accepts the Order or rejects it using the appropriate functionality of the Account. The Partner should confirm or reject the Order within 24 (twenty-four) hours of receipt of the submission unless the Partners stated otherwise in the Offer. After that time, the order is automatically rejected;

    2. upon the confirmation of the Order by the Partner, the Booking agreement is concluded between him or her and the Customer.

  5. In the case of Instant Booking, the agreement between the Partner and the Customer is concluded by automatic confirmation of the Order or its rejection, according to the information regarding the Offer contained in the Extranet. Upon automatic sending of the Order confirmation, a Booking agreement is concluded between the Partner and the Customer. Tripsomnia is not responsible for the consequences of the Order confirmation based on information provided to the Extranet by the Partner.

  6. Booking in Voucher form is issued and forwarded by the Partner to the Customer in electronic form, to the email address of the Customer, immediately but not later than within 24 (twenty-four) hours after the conclusion of the Agreement. The Partner will accept Vouchers presented on mobile devices unless otherwise agreed upon in writing.

  7. After the conclusion of the Coupon sale agreement with the Customer, the Partner may not cancel the Coupon. The Terms regarding the Booking are applied, respectively, to the Coupons.

  8. Payments settlements for the Booking or Coupon are made directly between the Customer and the Partner or through the Platform.

 

IX. ADDITIONAL SERVICES

  1. In the event of necessity to carry out Additional Services, Tripsomnia immediately, and not later than within 2 (two) working days from the day of necessity occurrence, will submit to the Partner:

    1. exact specification of the Additional Services;

    2. the method and timing of carrying out works related to the execution of the Additional Services

  2. Upon Partner's confirmation of the conditions regarding the execution of the Additional Services, referred to in paragraph 1 above, a revision of Contract is concluded between the Parties and Tripsomnia will proceed to implement the agreed scope of the revised Contract. Such revision does not require a written form.

 

X. PAYMENTS

  1. The Parties settlement is executed as indicated in the Contract, in accordance with the principles set out in these GTC. Fees are expressed in gross amounts.

  2. The Partner appoints Tripsomnia to collect credit and debit card payments on its behalf from Customers for purchases of Partner’s Services made through or entered into the Tripsomnia Platform. Tripsomnia will use third party payment processors for all credit and debit card transactions as determined solely by Tripsomnia, and this Agreement will be subject to the requirements of such processors and of applicable law.

  3. As a settlement period for payments for Services

  4. and Additional Services, the Parties accept a calendar month, subject to the commission charged by Tripsomnia on Prepayment and Deposit, which are settled every time when the commission is paid by the Customer.

  5. Commissions from Offers that are not settled through the Platform are due at the time of Booking.

  6. Tripsomnia Coordinator, at the end of the settlement period, will send the Partner the summary of the Fees for acceptance. The Partner will perform the acceptance within 2 (two) days from the date of receipt of the summary in question. If within this time the Partner does not accept the summary or submit his or her comments on this subject, then the summary of the given accounting month is considered accepted by the Partner within the time limit the Partner should have performed the acceptance. With summary acceptance, Tripsomnia is authorized to issue a VAT invoice.

  7. The Partner will pay the fee based on the VAT invoice sent by Tripsomnia. The Partner agrees to receive invoices electronically.

  8. As a date of payment we understand a date the payment was posted to the Tripsomnia bank account.

  9. The Partner agrees to deduct the Fees that are not settled in settlement periods from the Customers payments that were paid for the Orders.

  10. Fees will not be refunded if the Offers are deleted or if the Order is canceled.

  11. If the Partner fails to pay the fee, Tripsomnia, after the repayment deadline specified in the Fee Reminder sent to the Partner's email address, is entitled to lock the Account with the possibility of re-activating it in case of settlement. If a Partner fails to settle the claim in redesignated deadline indicated by Tripsomnia, Tripsomnia is entitled to immediately terminate the Contract and delete the Account.

  12. In case of non-performance or improper performance of the Contract by Tripsomnia for reasons that lie on the Partner's part, Tripsomnia may demand payment of the full remuneration for the performance of the Services.

 

XI. REFUNDS & CANCELLATIONS

  1. Provided there are no deviating cancellation conditions in the product description owned by the Partner, the following cancellation fees will be charged by Tripsomnia of the tourist services:

    1. A Customer can cancel until 72 hours before the tour starts with a 100% refund of the tour fee minus a 5% credit card fee and the cost of any tickets that have been purchased.

    2. A Customer can cancel until 48 hours before the tour starts with a 50% refund of the tour fee and the cost of any tickets that have been purchased.

    3. A Customer can cancel until 24 hours before the tour starts with a 0% refund of the tour fee and the cost of any tickets that have been purchased or in the event of a no-show: no refund

  2. The Partner reserves the right to request higher, specific compensation instead of the aforementioned flat-rate fees, if the Partner can prove that it has incurred much higher expenses than the respectively applicable flat-rate fee. In this case Partner is obliged to provide specific figures and evidence of the compensation requested, taking into account the saved expenses and any other use of the services.

  3. The refund is done using the same payment method. In the event of credit cards which are charged monthly, the amount shall be credited at the end of the current invoicing period. The exact time of the refund depends on the Customer’s credit card agreement. The refund by bank transfer shall be done within seven bank working days.

  4. Arrival at meeting point and compliance with condition:

    The Customer is responsible for arriving on time at the notified meeting point. If the Customer is travelling to an activity from abroad, he/she is responsible for having the necessary travel documents (passport etc.), and for observing the health regulations etc.
     
  5. Extraordinary cancellation:

    Partner can cancel the activity on the agreed date without observing a period of notice, if weather conditions, official measures, strikes or other unforeseeable or unavoidable external conditions (in particular force majeure) make the execution of the activity impossible, make it considerably more difficult or endanger it. In this case the paid price is refunded.
     
  6. Exclusion of participation:

    Partner is permitted not to allow the Customer to join an activity, or to exclude the Customer from one, if the Customer does not meet the personal participation requirements, the Customer’s participation would endanger him/herself or someone else or in any other way make the activity impossible in the long-term. In these cases, the paid price cannot be refunded.
     
  7. Furthermore, Partner reserves the right to make non-essential changes to the program, if this is necessary due to unforeseeable or unavoidable conditions.

 

XII. FRAUDULENT CHARGES AND CHARGEBACKS

  1. In the event a Customer who purchased the Partner’s Services initiates a Chargeback, Partner agrees that Tripsomnia will deduct the full amount of the Chargeback, as well as any associated fees, fines, or penalties, from Customer Payments for the next Partner’s Payment due to Partner. If Partner’s next Partner Payment is insufficient, Partner agrees to pay Tripsomnia the full Chargeback balance upon invoicing. Tripsomnia agrees to use reasonable efforts to investigate and, if appropriate, challenge suspect Chargebacks. Partner agrees to use reasonable efforts, at Partner’s expense, to assist Tripsomnia, at Tripsomnia’s request, in the investigation of any such suspect Chargebacks. If Tripsomnia, in its sole judgment, determines that a separate agreement sufficiently protects it from a particular Chargeback, Tripsomnia may, in its sole discretion, waive Partner’s obligation to compensate Tripsomnia directly.

  2. If Tripsomnia determines that Partner is incurring excessive Chargebacks, Tripsomnia may establish controls or conditions governing Partner’s account, such as: (a) establishing new processing fees, (b) delaying payouts, (c) refusing the award of Chargebacks, or (d) terminating or suspending services.

  3. In the event of a Fraudulent Charge, Partner agrees that Tripsomnia will deduct the full amount of the Fraudulent Charge, as well as any associated fees, fines, or penalties, from Customer Payments for the next Partner’s Payment due to Partner. If Partner’s next Partner’s Payment is insufficient, Partner agrees to pay Tripsomnia the full balance upon invoicing.

  4. In the event of a Fraudulent Charge or a payment of any refund to a Customer, (a) Tripsomnia will not charge or retain any applicable Commission on the applicable transaction, and (b) Tripsomnia will not be responsible for paying any amount to the Partner for such transaction.

 

XIII. DURATION OF THE CONTRACT

  1. The Contract is concluded for an indefinite period of time.

  2. The Contract can be terminated:

    1. by the mutual agreement of the Parties at any time of the duration of the Contract,

    2. by each of the Parties with a one-month notice period, provided that the notice of termination shall be made in writing under pain of nullity,

    3. with immediate effect in case of gross violation of the Contract terms by one of the Parties.

  3. The Parties agree that the Bookings made prior to termination of the Contract shall remain in full force and the Offers will be executed by the Partner. The relevant scope of the Contract remains in force until the Partner has executed the last active Booking.

  4. Upon termination of the Contract, Tripsomnia will remove from the Platform all Source Materials and Information of the Partner, and the Partner will irremediably lose access to the Platform.

 

XIV. LIABILITY

  1. Tripsomnia provides the ICT infrastructure and ensures its efficient technical functioning and is responsible for the Platform and Services in the above-mentioned range. The Partner has the right to compensation claims on a general basis, subject to the following rules:

    1. Tripsomnia will not be responsible for lost profits or damages that are not in direct cause and effect relationship with operation or omission of Tripsomnia,

    2. Tripsomnia is not responsible for content of Offers,

    3. Tripsomnia will not be responsible for the way Customers use the Platform,

    4. Tripsomnia is not responsible for errors in functioning of the Platform caused by Customer, Partner or any third party,

    5. Tripsomnia is not responsible for execution of arrangements between Customer and Partner,

    6. Tripsomnia is not responsible for the consequences of the use of provided to Partner access authorizing information by any third parties.

  2. The Partner is responsible for any damages suffered by Tripsomnia or third parties, arising out of any breach of the terms of the present Contract or terms and conditions of the Platform usage by the Partner, in particular by publishing on the Platform content that violates generally applicable laws or third parties’ interests.

 

XV. CONFIDENTIALITY

  1. All data, information and documents relating to the business or economic activities of the other Party and related marketing, promotional and sales plans obtained directly or indirectly or unintentionally during the performance of the Contract, in particular any technical and commercial specifications of the Site or its agents and their agents, will be treated, by Tripsomnia and the Partner, as confidential data. Each Party undertakes not to disclose confidential information to any third party without the prior express consent of the other Party.

  2. The confidentiality obligation shall continue for the duration of the Contract as well as for a period of 3 (three) years from the date of its termination, irrespective of the basis for termination.

 

XVI. PLATFORM DEFECTS

  1. The Partner may make a complaint about the Platform if the Platform performs or performed in a manner inconsistent with the Contract due to Tripsomnia's fault. Complaints should be reported to the Tripsomnia Coordinator. Complaints should contain at least an indication of the Service and reasonable objections and remarks.

  2. The complaint will be processed within 14 (fourteen) working days from the date of submission. The Partner will be notified via email about the outcome of the complaint procedure.

  3. Filing a complaint does not release the Partner from the obligation to pay current or outstanding payments to Tripsomnia.

 

XVII. FORCE MAJEURE

  1. During the operation of Force Majeure, the performance and duties of the Party, within the scope of operation of Force Majeure, shall be suspended. The suspension also applies to the liability of the Parties for non-performance of contractual obligations.

  2. Each Party shall be obliged to promptly notify the other Party of the occurrence of Force Majeure.

 

XVIII. FINAL PROVISIONS

  1. The law applicable to the obligations arising from the GTC and the Contract shall be Polish law. In matters not regulated in these GTC or in the Contract, Polish law, in particular, the Civil Code, shall apply.

  2. Concluded between the Parties Contract terminates and replaces any other written or oral arrangements, agreements, deals and Contracts within the scope of the content.

  3. Tripsomnia may transfer all or part of the rights and obligations under the Agreement to a third party.

  4. Any disputes arising under the Contract shall be subject to the Polish courts of general jurisdiction. The Parties will use their best endeavours to resolve any dispute arising out of or in connection with this Contract amicably. In case of inability of an amicable settlement of the dispute by the Parties within one month, such dispute will be submitted to the judgment of Court of general jurisdiction for the main place of economic activity performance of the Tripsomnia. In case of any disputes, Polish version of the GTC should prevail.

  5. Present GTC enters into force on 28 May 2019.

Tripsomnia Software Addendum

 

This document is a Platform Addendum to the Partner’s Agreement between Tripsomnia and Partner. Any capitalized terms not otherwise defined in this Platform Addendum have the meaning given in such Partner Agreement. The parties agree as follows:

 

I. DEFINITIONS

Customer

one or more of any person or entity that reserves or purchases a Partner Service from Partner’s business, where the purchase is made through or entered into the Tripsomnia Software. In the Terms and Conditions the Customer is called User.

 

Partner’s Online Channel

one or more of any website, mobile application or other online platform of Partner or its agents which offer Partner’s Services.

 

Partner’s Services

one or more of Partner’s activities or services that the Partner offers to Customers using the Tripsomnia Software, or otherwise manages using the Tripsomnia Software.

 

Tripsomnia Software

Tripsomnia Platform offering that consists of (a) an online service to enable online bookings (referred to as "Tripsomnia Booking Panel"), (b) a comprehensive product suite, including any Tripsomnia/Tripsomnia mobile or similar application for use in connection with such online service and related Tripsomnia/Tripsomnia Content (referred to as "Tripsomnia/Tripsomnia Backend"), and (c) all services to enable connectivity with other Third parties (referred to as "Tripsomnia/Tripsomnia APIs").

 

 

 

II. Tripsomnia Software

  1. License - Subject to Partner’s full compliance with this Agreement (including this Platform Addendum) at all times, Tripsomnia grants to Partner a limited non-exclusive, non-sublicensable, non-transferable, non-assignable and revocable right and license during the Term to access and use the Tripsomnia Software solely for its internal business operations and for purposes of (a) processing sales made directly from Partner and (b) using web and mobile tools to assist Partner in managing its business ("Tripsomnia Software License"). The use of the Tripsomnia Software for any purpose not expressly permitted by this Agreement (including this Platform Addendum) is prohibited and will be deemed to be a material breach of this Agreement (including this Platform Addendum).

  2. Setup and Support - Tripsomnia will provide assistance with setup and activation, as well as technical support for the Tripsomnia Software, according to Tripsomnia’s standard policies as made available or provided to Partner.

  3. Modifications - Tripsomnia may modify or update the Tripsomnia Software at any time without prior notice.

  4. Partner shall not make the Tripsomnia Software or any such use or access available in any manner to or for any third party at any time.

  5. All Partner’s Services powered by the Tripsomnia Software shall include all widgets and related notices and statements, which Partner may not modify or disable. No part of the privacy policy or other terms of service or use of any Partner’s Online Channel shall contradict the provisions set forth in this Agreement.

  6. Partner may not store any Customer credit card information or other information prohibited by applicable law in or by use of the Tripsomnia Software or any other part of the Tripsomnia Platform, whether or not the Customer has purchased tickets through the Tripsomnia Software.

 

III. FEES

  1. Tripsomnia shall receive compensation for all Partner’s Services purchased through or entered into the Tripsomnia Software pursuant to the procedures set forth in the Partner Agreement.

  2. Partner may provide refunds or adjustments to Customers for their purchases of Partner’s Services made through the Tripsomnia Software using refund functionality enabled by Tripsomnia and accessible through the Tripsomnia Platform. Funds to cover refunds will be deducted from Partner’s payout balance during each remittance of Partner Payments as described in the Partner Agreement. In the event of insufficient funds to cover the amount of the refund, Partner’s credit card on file may be charged. Tripsomnia may retain from Partner or Customers any Tripsomnia Fees and applicable processing fees on refunded transactions.

 

IV. DATA

  1. Partner owns all individual Customer and sales information collected by Partner in connection with the Partner’s Services sold through Partner’s Online Channels. Partner understands that Tripsomnia collects the foregoing information into a database through the Tripsomnia Software. Partner hereby grants to Tripsomnia and its successors and assignees a non-exclusive, worldwide, fully paid, assignable, transferable, sublicensable, and irrevocable license (a) during the Term to access, reproduce and otherwise use such information in connection with providing the Tripsomnia Platform and performing this Agreement, and (b) during and following the Term to access, reproduce and otherwise use such information on an anonymized and aggregated basis in connection with Tripsomnia’s business. For clarity, Tripsomnia will not sell or disclose identifiable information about Partner or Partner’s Customers to a competitor of Partner.

Tripsomnia Marketplace Addendum

 

This document is a Platform Addendum to the Partner Agreement between Tripsomnia and Partner. Any capitalized terms not otherwise defined in this Platform Addendum have the meaning given in such Partner Agreement. The parties agree as follows:

 

I. DEFINITIONS

Customer

one or more of any person or entity that (a) reserves or purchases a Partner’s Service on the Tripsomnia Marketplace, or (b) is otherwise a registered user of any Tripsomnia Online Sites or any Third Party Channels. In the Terms and Conditions the Customer is called User.

Partner’s Services

one or more of Partner’s activities or other goods or services listed on any part of the Tripsomnia Marketplace.

Tripsomnia Marketplace

one or more of (a) Tripsomnia Online Sites and (b) Third Party Channels.

 

Tripsomnia Online Sites

Tripsomnia Platform offering that consists of the www.tripsomnia.com / www.Tripsomnia.pl / www.socialtravel.pl websites, the Tripsomnia Customer mobile application or any other Tripsomnia online platforms for Customers. The Tripsomnia Online Sites include related Tripsomnia Content

 

Third Party Channels

any third party website, mobile application or other online or offline platform that resells Partner’s Services from the Tripsomnia Online Sites. Third Party Channels are not considered part of the Tripsomnia Platform except as expressly set forth in Section II.3 of this Platform Addendum.

 

 

II. Tripsomnia ONLINE SITES

  1. License - Subject to Partner’s full compliance with this Agreement (including this Platform Addendum) at all times, Tripsomnia grants to Partner a limited non-exclusive, non-sublicensable, non-transferable, non-assignable and revocable right and license during the Term to access and use the Tripsomnia Online Sites solely for its internal business purposes in order to manage and update the listing of the Partner’s Services on the Tripsomnia Marketplace and to access information about the Customers who have purchased the Partner’s Services ("Tripsomnia Online Sites License"). The use of the Tripsomnia Online Sites for any purpose not expressly permitted by this Agreement (including this Platform Addendum) is prohibited and will be deemed to be a material breach of this Agreement (including this Platform Addendum).

  2. Customer Support - Tripsomnia will provide commercially reasonable, technology-related customer support to Customers. However in the event that Customers contact Partner directly, Partner’s own employees will respond to requests for support to the extent Partner is qualified to do so, and otherwise such requests must be immediately referred to Tripsomnia.

  3. Third Party Channels - Tripsomnia does not control and is not responsible for any Third Party Channels and any content, products, services and information accessible from or provided through any of them.

 

III. FEES

  1. Fees - Tripsomnia shall receive compensation for all Partner’s Services purchased through any of the Tripsomnia Online Sites and Tripsomnia Marketplace partner sites pursuant to the procedures set forth in the Partner Agreement.

  2. Additional Compensation - Tripsomnia may also receive additional commissions or other compensation from third parties in connection with the sale of Partner’s Services through the Tripsomnia Marketplace or otherwise, which shall be for the sole account of Tripsomnia.

 

IV. LISTING OF PARTNER SERVICES

  1. Listing - Tripsomnia may list or have listed at its sole option one or more of the Partner’s Services on any part of the Tripsomnia Marketplace, and Partner will allow Customers to purchase the listed Partner’s Services. However, Tripsomnia may reject or discontinue the listing or sale of any of the Partner’s Services in its sole discretion without prior notice.

  2. Access and Support - Partner agrees to provide Tripsomnia with the same access and support necessary to market, promote and distribute the Partner’s Services that Partner makes available to other resellers.

  3. Listing Content - Partner must fully and accurately describe the Partner’s Services being offered on the Tripsomnia Marketplace at all times, provided that Tripsomnia reserves the right to exercise final editorial control. Listings may include Partner’s Content that is pre-approved by Tripsomnia in its sole discretion, however Partner is solely responsible for the accuracy of all Partner’s Content. Partner agrees to immediately notify Tripsomnia in writing if any of the Partner’s Content or Partner’s Services do not comply with all applicable laws.

  4. Listing changes:

    1. Partner will be responsible for continuously updating the scheduling and pricing for the Partner’s Services through its Partner’s Account. Tripsomnia may, but is not obligated to, access Partner’s Account to update or revise the same. Partner will promptly provide updated Partner Content for Partner’s listing from time to time when requested by Tripsomnia.

    2. If Partner wants to stop offering a Partner’s Service on the Tripsomnia Marketplace, Partner must provide Tripsomnia with prior written notice of the proposed discontinuance at least ten (10) business days in advance.

 

V. PROMOTION, MARKETING AND PRICING OF PARTNER SERVICES

  1. Promotion by Tripsomnia - Tripsomnia has the unlimited right and option to promote the Partner’s Services through the Tripsomnia Marketplace, email marketing, and any other online or offline third party marketing channel as determined by Tripsomnia in its sole discretion. Tripsomnia also may identify the Partner as a Partner of Tripsomnia, and Partner consents in advance to all such uses. The manner and method by which the Partner’s Services are displayed on the Tripsomnia Marketplace, and to what extent and duration, also will be determined by Tripsomnia in its sole discretion from time to time.

  2. Lowest Retail Price - Partner is solely responsible for setting its own prices for the Partner’s Services and must promptly update all prices through the Partner’s Account, provided that Tripsomnia and its sublicensees will have the right to offer the Partner’s Services to Customers at the lowest retail prices and best terms offered by Partner for such Partner’s Services in the same or similar market ("Lowest Retail Price"). If Tripsomnia determines that Partner’s listed pricing report is not the Lowest Retail Price for the relevant Partner’s Service, Tripsomnia may use the lower price on the Tripsomnia Marketplace.

 

VI. SALE AND PERFORMANCE OF PARTNER SERVICES

  1. Sale and Vouchers - Tripsomnia will sell the Partner’s Service on Partner’s behalf to the Customer through the Tripsomnia Marketplace, provide each purchasing Customer with a Voucher as described in the Partner Agreement and inform Partner in a timely manner that a Partner’s Service has been purchased. The retail price of each Voucher will be the "all inclusive" and total charge made to the Customer for the Partner’s Service, unless otherwise expressly noted in the Tripsomnia Marketplace listing.

  2. Honoring Vouchers - Partner will use its best efforts to accommodate Customers arriving after the cut-off time for any Partner’s Service. If the Partner’s Service is not available when the Customer seeks to redeem the Voucher, then subject to applicable law, (a) Partner agrees to offer the Customer a similar service of equal or greater value, and (b) if the Customer refuses the alternative offer, then Tripsomnia reserves the right to issue a full refund to the Customer and deduct the same from any current or future payments due to Partner.

  3. Legal Compliance - Partner agrees to comply with all applicable laws with respect to the Partner’s Services and the other subject matter of these Terms. Partner’s obligations under these Terms shall include compliance with laws prohibiting the provision of alcohol or tobacco or other restricted products to minors. If Partner refuses to accept a Voucher because Partner believes it is unlawful to do so, Partner will notify Tripsomnia immediately in writing and Tripsomnia shall be relieved of any obligation to pay Partner for the Partner’s Services represented by the Voucher.

 

VII. FEEDBACK AND REVIEWS

Partner (a) agrees that the Tripsomnia Marketplace may implement mechanisms that rate, and allow Customers to rate, and provide reviews and commentary regarding Partner and the Partner’s Services (together "Feedback"); (b) consents to Feedback being made publicly available and distributed; (c) agrees that all Feedback is (as between the parties) owned by Tripsomnia or the relevant third party provider, except for any Partner’s Content included therein; (d) agrees that neither Tripsomnia nor any third party provider shall have any responsibility or liability to Partner or an Agent in the case of negative or disputed Feedback, and all such responsibility or liabilities are hereby disclaimed; and (e) agrees that Tripsomnia or the third party provider may limit Partner’s activities on the Tripsomnia Marketplace based upon Feedback. Partner also agrees to not upload any feedback from any other third party websites to the Tripsomnia Marketplace without the prior written consent of Tripsomnia (which may be withheld in its sole discretion), and to not self-generate positive Feedback regarding the Partner’s Services or upload any negative Feedback for other partners on the Tripsomnia Marketplace, either directly or by persons under Partner’s direction.

 

VIII. DATA

Tripsomnia owns all individual Customer and sales information collected by Tripsomnia in connection with the Partner’s Services sold through the Tripsomnia Marketplace. Any such information about a Customer provided by Tripsomnia to Partner shall be used by Partner solely to honor the Customer’s Voucher and provide the Partner’s Service to the Customer.

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