These Turneo LTD Terms & Conditions (“T&C”) apply to and are incorporated part of the Supplier Agreement (“Agreement”) concluded between Supplier (“Supplier”) and Turneo, according to which Supplier agrees to provide certain tours, activities, transport and other travel-related destination services (“Products”) that Turneo may market and distribute through various owned, affiliated, related and third party online and offline marketing and travel distribution channels (“Distribution Channels”) for purchase(i.e., booking) by end customers (“Customers”). All defined terms used herein shall have the meaning accorded to such terms in the T&C and Agreement.
1. SALES OF SERVICE THROUGH TURNEO PLATFORM
For each Product, Supplier will provide Turneo with the suggested Retail Rate and the Commission percentage payable to Turneo for provision of the service. Minimum Commission and Fee is determined by the Agreement concluded between Supplier and Turneo.
The Retail Rate and Commission provided by Supplier will be valid until such time as (a) Supplier modifies them through the Turneo Technology, or (b) where Turneo has agreed to permit Supplier to modify them in any manner other than through use of the Turneo Technology, upon written notice to Turneo, delivered in any manner previously approved by Turneo. Turneo will have up to two (2) weeks to implement any modification to Retail Rates or Commission regardless of the manner that such modification is effected, and Turneo the previously defined Retail Rate and Commission will be applicable during this time period.
Supplier will ensure that all Products that Turneo markets and distributes through the Distribution Channels are available for booking by Customers, unless Turneo receives proper notice in advance from Supplier in accordance with the procedures set forth below. For the avoidance of doubt, the decision as to whether to list any Product of Supplier on the Distribution Channels shall at all times remain within the sole discretion of Turneo.
All Products will be subject to “Live Confirmation” unless Turneo and Supplier mutually agree that Live Confirmation is not commercially possible for a specific Product or that a Product is subject to On Request Booking (defined below). For Live Confirmation, Supplier authorises Turneo to accept all requests from Customers for the purchase of Supplier’s Products and to send confirmation of Product purchases to Customers. For avoidance of doubt, Supplier will accept all Live Confirmation requests and may not reject a Live Confirmation request. If a Live Confirmation request lacks certain Customer Information, Supplier shall follow Turneo’s then-current customer contact procedures (defined below) (and to be clear, Supplier will not reject the booking). The parties may mutually agree that a specific Product is subject to “On Request”, in which case Supplier may accept or reject a booking request for the Product before the Customer receives confirmation from Turneo. For On Request bookings, Supplier agrees to accept or reject the booking request as quickly as possible and in no event later than twenty-four (24) hours after the On Request booking is made. If Supplier accepts the request, the Product will be deemed purchased and confirmed.
If Supplier requires a voucher or confirmation of purchase, Supplier will accept an electronic voucher for each Product sold through the Distribution Channels. If Supplier cannot accept electronic vouchers for a certain Product, Supplier must request approval from Turneo and Turneo may in its sole and absolute discretion waive the electronic voucher requirement, which waiver may be provided by Turneo by e-mail.
Supplier will manage Product bookings, including without limitation accepting, rejecting and confirming Product bookings, using the interface made available by Turneo. Supplier will keep Product availability current at all times.
All bookings not rejected by Supplier through an interface made available by Turneo will be deemed accepted by Supplier. If a Customer is able to book a particular Product because Supplier appears to have availability for such Product through the Turneo interface, Supplier will accept such booking. If booking through the Turneo interface becomes disabled, regardless of fault and with or without notice, Supplier agrees to immediately revert to managing booking confirmations either through emailed booking confirmations sent from Turneo or through other technology made available by Turneo.
Supplier will notify Turneo of any changes (e.g., changes to itineraries or timings), cancellations (e.g., tour cancellations, sold-out dates) and any other updates with respect to Products at upon becoming aware of such changes, cancellations or updates. If Supplier does not notify Turneo in advance of such changes, cancellations and updates and Turneo refunds Customers for the applicable Products as a result of the changes, cancellations or updates, Supplier agrees to compensate Turneo for all amounts forfeited by Turneo and pay reasonable amounts for Turneo’s efforts.
If Supplier changes any element of a Product after a Customer has booked the Product but before such Customer has started to receive the Product, Supplier will offer such Customer an alternative Product of the same or higher quality as the Product originally booked and Supplier will accommodate such Customer to the Customer’s reasonable satisfaction. If a Customer cannot be accommodated to the Customer’s reasonable satisfaction, Supplier agrees that Customer may cancel its booking and Turneo may process a refund or refunds for thatCustomer. In this situation, Supplier will not be owed (and Turneo is not obligated to pay) any amount(s) for that booked Product, and any amount(s)already paid for such booked Product may be adjusted on any subsequent payment owed by Turneo. Turneo reserves the right to charge Supplier reasonable fees related to the foregoing, including but not limited to merchant and customer service fees.
If Supplier cancels a Product or no longer makes a Product available to a Customer (e.g., a sold-out date) after a Customer has booked the Product but not yet received the Product, Supplier will accommodate such Customer to the Customer’s reasonable satisfaction. If a Customer cannot be accommodated to the Customer’s reasonable satisfaction, Supplier agrees that Turneo may process a refund or refunds for that Customer. In this situation, Supplier will not be owed (and Turneo is not obligated to pay) any amount(s) for that booked Product, and any amount(s) already paid for such booked Product may be adjusted on any subsequent payment owed by Turneo. Turneo reserves the right to charge the Supplier reasonable fees related to Supplier’s cancellation of or failure to make available the Product, including but not limited to merchant and customer service fees.
Supplier agrees to pay Turneo a Commission for (i) use of the Turneo Platform, (ii) customer service performed by Turneo, (iii) Turneo's brokering of transactions between Supplier and Customers, and (iv) other services performed hereunder by Turneo. Turneo’s Commission is a percentage of the Retail Price for a Booking, as specified in the Supplier Account. Supplier agrees to keep the amount of Commission confidential. The Commission will be deducted from the Retail Price charged to Customers in the agreed currency.
Turneo will make payments to Supplier once per month. By the fifth (5th) Business Day of each month, Turneo will transfer an amount to the Supplier’s Payment Account equal to (i) the total amount collected from Customers for Completed Bookings occurring in the prior month, less (ii) applicable Commission.
Turneo shall pay the transaction fees charged by Turneo's financial institution to transfer amounts to Supplier’s Payment Account. Supplier will bear any fees charged by Supplier’s own financial institution for the receipt of payments from Turneo and, if applicable, any fees charged by the intermediary bank. Turneo may deduct from any payment to Supplier the costs of refunds made to Customers, replacement services provided to Customers, or other amounts Supplier is required to pay or reimburse under this Agreement.
Supplier is solely responsible for determining its obligations to report, collect, remit or include in its Products any Applicable Taxes and for remitting any Applicable Taxes to the appropriate governmental entity. If Supplier requires Turneo to collect Applicable Taxes on Supplier’s behalf, Supplier will inform Turneo regarding the applicable rate(s) and the Parties will cooperate to establish a method for such collection. If at any time Turneo determines that it is required to collect or deduct Applicable Taxes relating to Services, either on its own or on Supplier’s behalf, it will inform Supplier and collect or deduct such Applicable Taxes. Upon request from a Turneo, Supplier will within five business days (i) provide Turneo with Supplier’s valid tax identification or registration numbers, including where requested any business registration number, to demonstrate that Supplier is a registered taxpayer in applicable jurisdictions where Services are taxable, (ii) issue a valid tax invoice to that entity in relation to any specified Services, (iii) provide documentation to that entity substantiating that Supplier remitted tax on Services (including copies of returns, workpapers, and supporting transaction data reports), and (iv) provide other cooperation to that entity as requested to confirm Supplier’s compliance with tax obligations. Such information requests will be made directly to the Supplier. Any failure to comply with the requirements of this section may result in the temporary or permanent suspension of Supplier’s Services from the Turneo Platform.
In the event Applicable Law in a jurisdiction imposes VAT (or other Applicable Tax) on Commission, Turneo will deduct the amount of such VAT (or other Applicable Tax) from payments due to the Supplier, in addition to the Commission. Supplier is responsible for determining if any tax credit is available under Applicable Law for payment of this VAT (or other Applicable Tax) on Commission.
Turneo will provide Supplier a statement (“Statement”), once per payment period, showing (i) the total number of Completed Bookings during the payment period, (ii) the total amount collected from Customers on Supplier’s behalf for Completed Bookings, (iii) the total amount transferred to Supplier’s Payment Account for those Completed Bookings, (iv) the services performed by Turneo (“Commission”) and (v) the amount of sales or other taxes collected and remitted on Supplier’s behalf (if any). The Statement is the basis for payout by Turneo. Point (iv) serves as the invoice Turneo issues for the Supplier in relation to the services provided ("Commission Invoice"). Unless Supplier provides written notice to Turneo of a good faith dispute with regard to a Statement within thirty (30) days of receipt thereof, including reasonable detail in support of such dispute, such Statement will be deemed accepted. After such period, adjustments for discrepancies will be made in Turneo sole discretion. Without prejudice to the foregoing, no dispute may be raised, and no claim, action or proceedings may be brought, against Turneo in respect of any payment-related matter after (a) the expiry of one (1) year from the date on which the payment at issue is due (or alleged to be due), or (b) where more than one payment is at issue, the expiry of one (1) year from the date on which the first of such payments at issue is due (or alleged to be due).
Notwithstanding anything else to the contrary in this Agreement, Turneo may postpone and accrue payments due to Supplier hereunder until the total amount payable is equal to at least €20.00 (or an equivalent amount in the specified currency). Turneo will transfer any accrued and unpaid amount to Supplier upon any termination of this Agreement.
Turneo may postpone or withhold payments due to Supplier hereunder in case Supplier has failed to comply with providing mandatory information as listed in 2.4 of this Agreement.
3. CUSTOMER CANCELLATIONS
Foreach Product, Supplier will provide Turneo with the time period until they will accept cancellations free of charge (“Cancellation Time Period”).
Supplier will not directly accept Customer cancellations for Products purchased via the Distribution Channels. All cancellations for purchased Products must be made by the Customer directly through Turneo within the applicable Cancellation Time Period. Turneo has no obligation to provide refunds to Customers who do not contact Turneo to cancel within the applicable Cancellation Time Period. In the event of a Customer cancellation due to a Force Majeure Event (defined in Section 13 below), Turneo shall not be required to pay the Net Rate for the Product so long as Turneo has received sufficient evidence from the Customer that the Force Majeure Event has prevented Customer from using the Product.
4. CUSTOMER SERVICE
Supplier will ensure a smooth customer service process, including answering any Customer complaints (including, without limitation, refund requests) in writing (e.g.,by email or an interface made available by Turneo) within 72 hours after complaint submission. Turneo reserves the right at any time to respond to Customer complaints, including by contacting Customers directly; provided, however, that prior to resolving the complaint and/or providing compensation to Customers (which Turneo reserves the right to do in its sole discretion), Turneo will first attempt to contact Supplier to discuss the complaint. If Turneo provides compensation to a Customer in connection with a Customer complaint, Supplier will not be owed (and Turneo is not obligated to pay) the Net Rate pertaining to the booking(s) at issue. Furthermore, any sums that (a) Turneo may have already paid to Supplier in respect of such booking(s), and/or that (b) Turneo may have made to a Customer by way of compensatory payment (up to the full amount paid by the Customer for such booking(s)) may (along with any other amounts expressly agreed to by the Supplier) be adjusted on any subsequent payment made to Supplier by Turneo.
After a Customer has purchased a Product, Supplier will not contact such Customer for any other purpose other than to fulfil the Product purchased or to answer a Customer complaint.
If required by Turneo, Supplier will procure and maintain a current Public(Product) liability insurance (PLI) and errors and omissions insurance with coverage limits consistent with industry standards and as may be required by applicable laws, rules, and regulations. On Turneo’s request (which may be made by e-mail), Supplier will add Turneo as an additional insured to such insurance policies and will provide a certificate of insurance evidencing all of the coverage described in this Section and that Turneo has been added as an additional insured. Such insurance carried by Supplier will be primary to any insurance carried by Turneo.
Notwithstanding the foregoing, Turneo reserves the right to require specific additional coverage or increased coverage, or to waive the foregoing insurance requirements, based on Supplier’s Product offerings, and Supplier will maintain its insurance at such levels upon Turneo’s request (which may be made by e-mail). Turneo does not represent that the coverage it may require will be adequate to protect Supplier and such coverage and limits will not be deemed to be a limitation on Supplier's liability to Turneo, if any. If Supplier fails to comply with the foregoing requirements, and fails to cure such failure within fifteen (15) days from receipt of Turneo’s written notice, Turneo may elect to either notify Supplier of a Deactivation or terminate concluded Agreement.
6. DISTRIBUTION CHANNELS
Turneo will have sole discretion over the Distribution Channels utilised and the Product placement within such Distribution Channels. Turneo will be responsible for any applicable fees and commissions for sale of Products through the Distribution Channels.
7. SUPPLIER CONTENT AND MATERIALS
Supplier hereby grants and agrees to grant to Turneo the nonexclusive, perpetual, irrevocable, transferable, sublicenseable (through one or more tiers), worldwide right (but not the obligation) in its sole discretion to reproduce, modify, reformat, create derivative works based upon, publicly display and perform, and otherwise use any and all text, images, videos, and other content and materials provided by Supplier (“Supplier Content”) (i) to advertise, market, promote, and distribute Products on or through the Distribution Channels, (ii) to advertise, market and promote destinations and activities on or through the Distribution Channels and to market and promote the Distribution Channels generally, provided, however, that Turneo shall have no right to use the Supplier Content to market or promote competing products, and(iii) to otherwise perform Turneo’s obligations and exercise Turneo’s rights under the Agreement.
Supplier represents, warrants and covenants that (a) Supplier owns, or has rights sufficient to grant the rights granted to Turneo in the Agreement with respect to, all Supplier Content provided to Turneo, (b) Supplier Content will be accurate and complete and will not be misleading or fraudulent, and (c) Supplier Content (and Turneo’s exercise of its rights with respect to SupplierContent) does not and will not infringe, violate or misappropriate any third party’s proprietary or intellectual property rights, including without limitation any copyright rights or trademark rights or rights of privacy or publicity. Supplier hereby acknowledges and agrees that Turneo shall own all right, title and interest in and to any derivative works of the Supplier Content created by or on behalf of Turneo, whether prior to or after conclusion of the Agreement, and hereby assigns to Turneo and all right, title, or interest that Supplier may have to such derivative works.
8. AGENCY APPOINTMENT
In certain markets, Turneo and/or its third-party sales channel partners (“Channel Partners”) could operate as Supplier’s agent with respect to the payment processing services applicable to the sale of Products via the Distribution Channels, and in other markets Turneo and/or Channel Partners must be additionally authorised to operate more broadly as Supplier’s general sales agent, with respect to any or all of the other services authorised to be provided by Turneo and/or Channel Partners applicable to the marketing and sale of Products under the Agreement. Supplier therefore appoints and authorises Turneo, in any markets deemed appropriate by Turneo, to act and operate as Supplier’s agent and further authorises Turneo to appoint and authorise Channel Partners to act and operate as Supplier’s agent with respect to the marketing and sale of Products via the Distribution Channels, as follows:
Limited Payment Collection Agent. Supplier hereby appoints Turneo as its limited payment collection agent solely for the purpose of accepting funds from Customers on behalf of Supplier. As such, Turneo will be responsible for collecting funds from Customers for Products purchased by Customers via the Distribution Channels. Turneo will be responsible for any applicable related merchant fees incurred by Turneo in collecting funds from Customers. Supplier agrees that payment made by a Customer to Turneo through the Distribution Channels shall be considered the same as a payment made directly to Supplier, and Supplier will provide the Products to Customers in the agreed-upon manner as if Supplier had received the Customers’ funds directly. Supplier acknowledges and agrees that Turneo accepts payments from Customers as Supplier’s limited payment collection agent and that Turneo's obligation to pay Supplier is subject to and conditional upon successful receipt of the associated payments from Customers. As such, Turneo shall not be liable to Supplier for amounts that have not been successfully received by Turneo from Customers or for amounts that are received by Turneo but are subsequently the subject of a chargeback or other payment reversal. In accepting appointment as the agent of Supplier, Turneo assumes no liability for any acts or omissions of the Supplier.
General Sales Agent. In addition to the limited payment collection agent appointment above, in markets where Turneo deems it appropriate, Supplier also irrevocably appoints and authorises Turneo to act as its general sales agent and authorises Turneo to appoint Channel Partners as Supplier’s general sales agent for the purpose of concluding binding contracts directly between Supplier and Customers for the sale, supply or provision of Products via the Distribution Channels. In connection with such appointment and authorisation, Turneo and Channel Partners may hold themselves out to Customers as Supplier’s agent for the sale, supply or provision of Products and may exercise any rights conveyed to Turneo under the Agreement applicable to the marketing and sale of Products via the Distribution Channels, acting as Supplier’s agent.
9. PUBLICITY, TRADEMARKS
Supplier grants to Turneo the right to, and the right to authorise its Distribution Channels to, use and display Supplier’s and its Products’ names, logos, marks and trademarks and to display any third party names, logos, marks and trademarks used by Supplier with respect to the Products (collectively, all of the foregoing the “Marks”), in each case for the purposes of advertising the availability of the Products and marketing and promoting the Products through the Distribution Channels. Further, Turneo may issue a press release, advertisement or public statement that references Supplier, the relationship of the parties, and the Supplier’s Products without Supplier’s prior written consent if such press release, advertisement or public statement includes Supplier in a list of other companies that have similar relationships with Turneo. Supplier represents and warrants that it has all rights and licenses required to grant Turneo the rights granted in this Section. Except as expressly permitted by the foregoing, neither party will issue a press release, advertisement or public statement concerning the Agreement, the contents of the Agreement or the relationship of the parties without the prior written consent of the other party.
Supplier accepts that all intellectual property rights on all protected features of the corporate and market identity Marks of Turneo, including, among others, in particular, trademarks, logos, trademarks, i.e. brands, advertising slogans, promotional messages and other materials is retained in its entirety owned by Turneo. Supplier cannot use the above-mentioned Marks rights without the prior written consent of Turneo.
10. 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, other than disclosures made by Turneo to its Distribution Channels 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.
11. WARRANTIES, DISCLAIMER OF WARRANTIES
To the maximum extent permitted by applicable law and except to the extent as maybe 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.
Turneo will (i) provide prompt written notice to Supplier of any claim giving rise to the indemnification obligation, and (ii) if requesting defence by Supplier, provide reasonable cooperation and assistance with respect to the claim (atSupplier’s request and expense) and permit Supplier to assume sole control over the defence and settlement of the claim (provided, however, that Turneo shall have the right to approve counsel selected by Supplier, such approval not to be unreasonably withheld or delayed) and, if Supplier fails to promptly assume the defence and settlement of the claim after Turneo’s request, Turneo may do so atSupplier’s sole cost and expense. Neither party will compromise or settle the claim without the other party’s prior written consent, which will not be unreasonably withheld or delayed.
13. 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.
14. CHANGES TO THE T&C
Turneo reserves the right to update, amend or otherwise make changes to this T&C at any time without prior notice. Prior to entry into force, Turneo will inform Supplier in writing about the updates, amendments and charges of this T&C.
15. GOVERNING LAW
Any controversy, claim or dispute arising out of or relating to the Agreement and this T&C, or the obligation of a party hereunder (“Dispute”), will be settled exclusively in accordance with this Section. In case of dispute, a written request for a peaceful resolution of the Dispute shall be address to the counterparty. Turneo and Supplier will try to resolve the Dispute amicably within a further period of 60 days. If the Dispute is not resolved amicably within 60 days from the date of submission of the request, the Dispute can be initiated before the competent court. The Agreement and T&C will be governed by the laws of the United Kingdom. Supplier waives any claims that may arise under the laws of other countries or territories. The English language version of the Agreement and T&C shall govern, and all proceedings conducted shall be conducted in English.