The Partner Terms and Conditions describe the legal relationship between Turneo LTD (“Turneo”) and the Reselling Partner ("Partner"). Partner and Turneo may be referred to individually as a "Party" or collectively as "Parties".
(A) Turneo provides a service ("Service") through which customers can view and book various travel services including tours, attractions, and other touristic experiences ("Experiences"). Turneo provides the Service through various websites it operates on behalf of Partners ("Platform”).
(B) The Partner has customers (“Customers”) who are visitors to their website, apps, tools, or physical premises (“Partner Platform”).
(C) The Partner and Turneo wish to cooperate and make the Service available to Customers on Platform or Partner Platform in accordance with the terms and conditions set out in this Agreement.
1. DEFINITIONS AND INTERPRETATIONS
1.1 The terms below shall have the meanings assigned to them.
"Agreement" means these Terms and Conditions.
"API" means Application Interface Protocol that connects the Platform with the Partner platform, as made available by Turneo.
"Booking System" means the booking system used by Turneo in connection with the Service.
"Completed Booking" means a booking request by a Customer which has resulted in the actual provision of services by the Supplier, as confirmed to Turneo by the Supplier.
"Confidential Information" means the terms of this Agreement and secret or confidential commercial, financial, marketing, technical or other information, know-how, trade secrets and other information relating to either Partner or Turneo and its customers and connected to the subject matter of this Agreement, in any form or medium whether disclosed orally or in writing before or after the effective date, together with any reproductions of such information in any form or any part of this information.
"Content" means all (descriptive) information of Experiences available on the Platform.
"Customer" has the meaning as set out in the Background section.
"Customer Fee" The fee actually paid by a Customer (less any fees repaid to the Customer) for a Completed Booking.
"Data Protection Legislation" shall be defined as set out in Clause 7.
"Experience" or "Experiences" has the meaning as set out in the Background section.
"Intellectual Property Rights" means any patent, copyright, inventions, database rights, design right, registered design, trademark, trade name, brand, logos, service mark, know-how, utility model, unregistered design or, where relevant, any application for any such right, know-how, trade or business name, domain name (with whatever (country code) top-level domain) or other similar right or obligation whether registered or unregistered or other industrial or intellectual property rights subsisting in any territory or jurisdiction in the world.
"Partner Commission" means the commission payable to the Partner as set out in Clause 5.
"Partner Platform" has the meaning as set out in the Background section.
"Personal Data" shall be defined as per the EU General Data Protection Regulation 2016/679 ("GDPR") as set out in Clause 7.
"Platform" has the meaning as set out in the Background section.
"Service" has the meaning as set out in the Background section.
"Supplier" means a supplier who makes Experiences available for bookings through the Service.
"Turneo Data" means the Intellectual Property Rights of Turneo and the Content as provided to the Partner under this Agreement and such other information from time to time owned or used by Turneo or embodied or included in Platform or made available by Turneo to the Partner (e.g. rates and availability).
2. TURNEO´S OBLIGATIONS
2.1 Turneo will pay the Partner as set out in Clause 5 and grant to the Partner a license in accordance with Clause 4.
2.2 All customer service-related issues and questions in respect of the Service will be handled by Turneo and Suppliers. If Partner opts to and is granted by Turneo to access the Service via API, Partner will be responsible for customer service requests that arise prior to the Partner transferring the customer´s actual booking request to the Booking System.
3. PARTNER´S OBLIGATIONS
3.1. General undertakings
3.1.1 The Partner shall display the Content on the Partner Platform in a manner consistent with this agreement. The Partner will (i) ensure that the contents of the Partner Platform are accurate, (ii) keep the Partner Platform up-to-date and error-free, and (iii) immediately correct errors (if any) pointed out by Turneo.
3.1.2. The Partner agrees to remove or correct the Content or parts thereof stored by the Partner at any time upon Turneo's reasonable request, at Partner's own expense.
3.1.3. The Partner shall not exploit or use the Content for any purpose or in any manner, including through third party platforms, except as expressly allowed in this Agreement.
3.1.4. The Partner shall not engage in any misleading, illegitimate, or fraudulent activities within the scope of this Agreement.
3.1.5. The Partner is not allowed to use the Content on websites that do not belong to the Partner and/or websites that contain inappropriate or unlawful content of any sort. The Partner hereby represents and warrants to Turneo that for the term of this Agreement:
(i) The Partner has all necessary rights, title to, power and authority to own, operate and use the Partner Platform (including the relevant domain name(s)) and to include the link, the micro site or
the connection (as applicable) on the Partner Platform;
(ii) The Partner Platform shall not (a) violate spamming regulations, public policy and morals, or (b) contain any inappropriate, improper or unlawful content, reference, material, information, links or banners (e.g. in respect of porn or racism), defamatory statements, elements which violate the privacy of third parties or are abusive, offensive, or obscene;
(iii) The Partner holds and has complied with all permits, licenses, and other governmental authorisations necessary for conducting, carrying out and continuing its operations and business and will provide upon request any documentation Turneo may need to fulfil legal requirements, and
(iv) The Partner is an independent contractor for all purposes and will be responsible and liable for its own taxes, social contributions, and all other tax related matters.
3.1.6. The Partner agrees and acknowledges that if it breaches any obligation in this Clause 3.1, Turneo may in its sole discretion (i) terminate this Agreement pursuant to Clause 6.3, and/or (ii) seek any other legal or equitable remedy available to it.
3.2. Relation to Suppliers.
The Partner agrees not to take, or omit to take, any action which may affect or interfere with Turneo’s relationship with the Suppliers, including by performing activities that may cause Turneo to be excluded from the process of booking or cause a Supplier to terminate its relationship with Turneo or reduce its business with Turneo.
4. LICENSES TO THE PARTNER
4.1. Turneo hereby grants Partner for the term of the Agreement a non-exclusive, non-transferable, and non-sublicensable right to access, store and display the Content on the Partner Platform, as provided by Turneo. The Partner is only allowed to download Content after prior written approval from Turneo.
4.1.1. The Partner shall use the Content only in accordance with this Agreement and shall not use the Content in any way or for any purpose that are not expressly permitted by this Agreement. In particular, the Partner must not, and the Partner must not allow its customers, visitors or any other third party, to, in any way:
(i) copy, store, cache, syndicate, republish, or create a database of Content, in whole or in part, directly or indirectly, except as required for Partner to perform its obligations under the Agreement;
(ii). transfer, sell, lease, lend or otherwise grant or attempt to grant rights in or access to the Content to any third party;
(iii). edit, modify, filter, change the order of, suppress, or replace any part of the Content, including by intermixing data from sources other than Turneo, except as otherwise agreed by the Parties in writing;
(iv) remove any copyright, trademark or other proprietary rights notices contained in the Content;
(v) use robots, spiders, crawlers, or any other device to retrieve or index any Content for any unauthorized purpose; or
(vi) transmit any viruses, worms, harmful code, or any other item of a destructive nature.
4.1.2. Unless otherwise agreed in writing by Turneo, Partner may not (i) sublicense the rights granted hereunder, (ii) allow any third party to access the Service, either by link or API.
4.2. In no event shall Turneo be liable for any acts or omissions regarding Content that its Suppliers have uploaded on the Platform. This applies in particular to any possible IP-rights infringements of
5. PARTNER COMMISSION
5.1. For each Completed Booking made by a Customer, Turneo will pay the Partner a commission ("Partner Commission"), if agreed. The commercial terms of the Partner Commission shall be agreed in writing in a separate agreement.
5.2. If a Customer raises a claim for a refund, any Partner Commission related to the affected Completed Booking will be suspended until the claim is dropped or definitely dismissed. If the affected Supplier makes a refund to the Customer (as decided by the Supplier), Turneo will deduct the commission relating to that Completed Booking from a subsequent commission payment to Partner. In the event such claims of Customers cause a delay in a Partner Commission payment, no interest will be added to such payment to the Partner.
5.3. Turneo creates a self-billing invoice on behalf of the Partner on the 5th of each month, taking into account all Completed Bookings that have been completed during the previous month by Customers. In the event the amount of the Partner Commission due to the Partner at that time is less than €20, Turneo will report the amount due to the Partner, but may postpone payment (without the accrual of interest) until the earlier of (i) the month when the total Partner Commission due to Partner is €20 or more, and (ii) termination of this Agreement.
5.4. Payments will be wired to the Partner account on file with Turneo, and the Partner will be notified via e-mail to the address indicated for accounting purposes in the Partner's account information.
5.5. Turneo's self-billing invoice is the basis for any payment. The Partner must raise a claim for an alleged inaccuracy of the self-billing invoice no later than thirty (30) days after the date of the self-billing invoice. If no claim has been raised within that period, the self-billing invoice shall be deemed to have been accepted.
5.6. The systems, books, and records of Turneo (including faxes and emails) shall be considered conclusive evidence in respect of the amount of the Partner Commission due to the Partner under this Agreement.
5.7. Turneo reserves the right to reissue the self-billing invoice.
5.8. If applicable, the reverse charge mechanism will be used, and the Partner will be liable for the payment of the applicable taxes.
6. TERM AND TERMINATION
6.1. This Agreement comes into effect upon execution and will remain in effect until terminated according to its terms.
6.2. Either Party may terminate this Agreement at any time and for any reason upon thirty (30) days prior written notice to the other Party (“Termination for Convenience”).
6.3. This Agreement shall terminate immediately and automatically in the event of:
6.3.1. The appointment of a receiver or trustee for the benefit of creditors of either Party, or if either Party shall be declared bankrupt or insolvent or shall be subject to any proceedings under the laws relating to bankruptcy, insolvency, or the relief of debtors.
6.3.2. The loss by either Party of any necessary government licenses, permits or approvals enabling the Parties to fulfil their obligations under this Agreement.
6.3.3. Turneo believes that the Partner violates Clause 3.1.4, upon notice by Turneo, if the Partner fails to dispel the suspicion within two working days. The decision as to whether the suspicion has been dispelled is at the sole discretion of Turneo.
6.4. If Partner directly or indirectly breaches any covenant, undertaking, restriction, obligation, or warranty in Clause 3, Turneo may, in addition to the other remedies set forth in this Agreement or available under law:
(i) suspend its payment obligations under this Agreement with immediate effect; or
(ii) retain all Partner Commissions that would have been due to Partner during the period that the Partner is in breach of Clause 3 or has not remedied its breach as set out in Clause 6.3.3 in full.
6.5. After termination, Turneo will pay Partner any outstanding Partner Commission in accordance with the terms of this Agreement. If the Agreement has been terminated according to 6.3.4, the Partner is not entitled to any payment.
6.6. Upon any termination of this Agreement, Partner must immediately either, as directed by Turneo, (i) return or deliver to Turneo all documentation and other material, including all copies thereof, in Partner's possession or under its control which contain Confidential Information of Turneo, or (ii) destroy all such documentation and other material and confirm in writing to Turneo that the destruction has taken place.
6.7. The provisions of this Agreement which by their sense and context are intended to survive performance by either or both Parties and the rights deriving from such provisions will survive the completion, expiration, termination, or cancellation of this Agreement
7. CONFIDENTIALITY, PRIVACY
The party receiving any Confidential Information of the disclosing party will maintain safeguards against its destruction, loss, alteration or disclosure, which safeguards shall be consistent with industry best practices and no less rigorous than the protections afforded by the receiving party to its own proprietary information and will not, during or after the term of Agreement, (a) use any such Confidential Information for any purpose other than to perform the receiving party’s obligations or exercise the receiving party’s rights under the Agreement and (b) disclose any such Confidential Information to any third party, pursuant to the activities contemplated in the Agreement. Notwithstanding the foregoing, the obligations of this Section do not apply to information which is: (i) generally available to the public, without any obligation of confidentiality, other than by a breach of the Agreement by the receiving party; (ii) rightfully received by the receiving party from a third party without any obligation of confidentiality; (iii) independently developed by the receiving party without reference to or reliance on the other party’s Confidential Information; or (iv) generally made available to third parties by the disclosing party without restriction on disclosure. Upon termination of the Agreement, or upon the disclosing party’s earlier request, the receiving party will return all of the disclosing party’s Confidential Information in the receiving party’s possession or under the receiving party’s control and will cease all use of such Confidential Information.
Personal Data shall be defined as per the EU General Data Protection Regulation ("GDPR") or any analogous law in any country which has jurisdiction in relation to the subject matter of this Agreement or any data to be processed under this Agreement ("Data Protection Legislation").
Under this Agreement, Personal Data may be transferred by Partner to Turneo, or Partner may assist in a transfer of Personal Data by a Customer to Turneo, in particular where a booking is made through the API. The Parties agree that, with regard to such Personal Data and such transfer, both Parties are independent data controllers and are not data processors or joint controllers within the meaning of the GDPR. In the event that either Party processes any Personal Data contained in the Confidential Information of, or that is otherwise supplied by, the other Party, such Party hereby agrees to process such Personal Data at all times in compliance with Data Protection Legislation, and to adhere to all applicable requirements for the processing of Personal Data, including, but not limited to:
(a) process Personal Data only for the purposes and extent that is necessary of providing the services under this Agreement;
(b) process Personal Data only in accordance with the Data Protection Legislation; and
(c) having appropriate operational and technical measures in place to safeguard the Personal Data against any unauthorized access, loss, destruction, theft, use or disclosure.
8. INTELLECTUAL PROPERTY
All Intellectual Property Rights in the Platform are the property of Turneo. Upon conclusion of this agreement, Turneo does not abandon, but explicitly reserves their right of intellectual property, against the Partner or a third party, warranted by a law, a contract, or otherwise (now or in the future).
9. LIABILITY AND DISCLAIMERS
Turneo shall be liable to Partner solely for (i) direct damage to Partner due to Turneo’s wilful or grossly negligent act, and (ii) direct damage to Partner due to Turneo’s breach of its material obligation under this Agreement. Turneo shall be liable for loss of data only up to the amount of typical recovery costs which would have arisen had proper and regular data backup measures been taken. Any further liability for damages is excluded. Without limiting the foregoing, Turneo shall not be liable for damages which occur due to interruptions or restrictions of the operation of the Turneo Platform due to necessary maintenance work, force majeure, or other events for which Turneo is not responsible. The System and Content are provided on an "as is" and on an "as available" basis. Turneo makes no express or implied warranties or representations of any kind with respect to the Service, the Platform, the Content or other items offered by Turneo.
During the term of the Agreement and for a period of two years from the termination Partner shall refrain from influencing Suppliers or other third party maintaining a contractual or other business relationship with Turneo to terminate or discontinue such relationship or to reduce the volume of goods or services provided thereunder.
11. WARRANTIES, DISCLAIMER OF WARRANTIES
To the maximum extent permitted by applicable law and except to the extent as may be set forth in the Agreement or a separate written agreement between the parties, Turneo provides the distribution channels and any other services, technology and materials under the Agreement “as is” and Turneo expressly disclaims all other representations or warranties, express, implied, oral or written, statutory or otherwise, with respect to any of the foregoing or otherwise arising out of or in connection with the Agreement or the subject matter of the Agreement, including any warranty of merchantability, non-infringement, or fitness for a particular purpose, and any warranty that may arise from course of dealing, course of performance or usage of trade.
12. FORCE MAJEURE
If either party is prevented from performing any of its duties and obligations hereunder in a timely manner by reason of any act of God, strike, labour dispute, earthquake, fire, flood, pandemic, public disaster, equipment, software or technical malfunctions or failures, power failures or interruptions, acts of terrorism, war, civil unrest, riots or any other reason beyond its reasonable control (each a “Force Majeure Event”), such party will be excused from performance of any such duty or obligation for the period during which such condition exists.
The cooperation based on this Agreement is non-exclusive for Turneo. Nothing in the Agreement shall prevent Turneo from working with, participating in, or offering any partnership to third parties.
14. FINAL PROVISIONS
14.1. Amendments or additions to this Agreement must be made in writing or in text form.
14.2. Should any provision of this Agreement be or become void or invalid, this shall not affect the validity of the remaining provisions. The Parties shall in such an event cooperate in the creation of terms that achieve such legally valid result as comes closest commercially to that of the invalid provision. The above shall apply accordingly to the closing of any gaps in the Agreement.
14.3. The Partner may not assign or subcontract its rights or duties under this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Turneo.
14.4. Turneo may change the Service or the general terms and conditions of this Agreement. In the event of a change to the general terms and conditions, Turneo will notify the Partner of the changes to the general terms and conditions in textform (e.g. by e-mail). The changes shall become effective vis-à-vis the Partner and the contractual relationship shall be continued under the changed conditions if the Partner does not object to these changes within six (6) weeks after receipt of the notification of change by written notification to Turneo. The timely dispatch of the objection to Turneo shall suffice to comply with this deadline. In the event of objection, both parties shall have the right to terminate the contract without notice. Turneo will specifically draw the Partner's attention to the aforementioned consequence of a failure to object in the written notification of change.
14.5. This Agreement shall be governed by and construed in accordance with the provisions of United Kingdom law under exclusion of its conflict of law rules. The exclusive legal venue for any disputes arising from or in connection with this Agreement shall be the courts for Turneo’s registered office. Turneo may also sue the Partner at the competent courts for the Partner´s registered office.