Partnership Terms and Conditions
Who We Are
Our name is OutdoorTrip SE and we are a Societas Europaea with its seat at Svatopetrská 35/7, Komárov, 617 00, Brno, Czech Republic, ID No. 06784615, registered in the Commercial Registry maintained by the Regional Court in Brno, File No H 629.
We are the sole owner and operator of the www.outdoortrip.com aggregator platform (“Site”).
What We Do
We connect you and other providers offering adventure travels and experiences all around the world (“Activities”) with travellers seeking such adventures (“Clients”) through our Site which provides customer access for Clients to seek and book Activities and for providers, such as yourself, to present their Activities on the Site.
Through our Site, we further administer the Client’s booking requests for the Activities, your confirmations of such requests and accept the Client’s payments on your behalf and distribute the payments to you.
Only you, as the provider, and the Client, as customer, enter into the agreement on provision of the Activity; we are never a party to such agreement (“Activity Agreement”). You are solely responsible with regard to the Clients and for provision of the Activity, as well as for compliance with all laws and regulations applicable thereto; we assume no liability or obligations in this regard.
How Does It Work
Once you join us by signing your OutdoorTrip Partner agreement (“Partner Agreement”), you will be provided with a user ID to access and set-up your OutdoorTrip partner account on the Site. You must keep your identification and other information (billing, contacts etc.) correct and up-to-date at all time.
Your customer account accessed through the Site enables you to set-up your Activity presentation, view your Activities and various related information (user statistics, billing etc.) and most importantly communicate with us and the Client to confirm and manage Activity bookings.
Once your Activity is set-up and presented on the Site, any Client may view and book such Activity through the Site. If a Client will book your Activity for a selected date, we will send you a booking notification. You must let us know whether you accept or decline such request as soon as possible, not later than 36 hours.
If you accept the booking request for your Activity, we will confirm the reservation of the Activity to the Client and accept payment on your behalf through the Site (“Confirmation”). The Activity Agreement between you and the Client is deemed entered into upon the moment we send you and the Client the Confirmation.
If you decline the booking request for the selected date(s), you must propose alternative dates for the selected Activity which we will communicate to the Client; if the Client chooses any of these dates within 48 hours, we will proceed with a Confirmation (otherwise we will inform the Client that the Activity is not available on the requested dates).
If you accept the booking request, you shall ensure availability of the Activity on the respective date(s).
How Will We Present Your Activity
We will work together to prepare the best possible presentation of your Activities on our Site; for such purposes you must provide us with all necessary information regarding the Activity and answer any questions we may have. You must also provide us with necessary images and logos for use on the Site and for such purposes you agree to provide us with a free license to use such logos and images as a part of the presentation. You must ensure that you are entitled (have all necessary rights) to use such logos and images on our Site.
You are solely responsible for the correctness of the description of the Activity. You must provide us with complete and truthful information about the Activity for the presentation, including required skills and medical and physical requirements.
To keep up-to-date with all your Activities, you must inform us of any changes to any of your Activity you plan to make. You agree to come to us first with any new Activity you intend to provide so we may be the first ones to offer it on-line.
We reserve the right to cancel and take down any Activity presentation, in particular if you do not comply with the Site rules, breach any of your obligations under your Partner Agreement and these Terms and Conditions or act in any way to our detriment or that of our Clients and other providers.
How and How Much Will You Get Paid
You alone determine the price of your Activity which must, however, be reasonable (fair), complete and final including any taxes and charges you are obligated to make under any applicable laws and regulations (“Activity Price”). You must ensure that your Activity Prices presented on our Site are not higher than prices you present on other sites or places.
Clients will pay you the Activity Price through our Site. You unconditionally and irrevocably authorize us to accept the payment of the Activity Price through our Site.
We will forward you collected Activity Price(s) less our fee agreed in the Partner Agreement (“Fee”). We are entitled to our Fee upon Confirmation; however, if the Client cancels the Activity and will be entitled to a full refund of the Activity Price, we will not charge our Fee. If the Client cancels the Activity and will be entitled to a partial refund of the Activity Price, we will charge our Fee to you in full. You unconditionally and irrevocably authorize us to deduct our Fee from the Activity Price, as well as any amounts you owe to us from any Activity Price we collect on your behalf.
For the first 10 Confirmed Activities you provide through the Site, you will be forwarded 100 % of the collected Activity Price (less our Fee) after the Activity is provided or considered as cancelled. Afterwards, you will be forwarded 30 % of the collected Activity Price after the Activity is Confirmed and the remaining 70 % after the Activity is either provided or considered as cancelled without right of refund. The provision of the Activity will be confirmed by you through the Site by entering Activity Codes provided by the Clients. These Activity Codes should be provided no longer than 24 hours after finishing the Activity.
Payments will be made regularly on the 5th and 25th of each month in respect of Activities which were issued a Confirmation and/or which were provided not later than five calendar days preceding the payment date (e.g., if you Confirm an Activity on the 3rd, we will pay you on the 25th, if you Confirm an Activity on the 24th, we will pay you on the 5th of the next month).
Our Fee is exclusive of Value Added Tax which will be charged to our Fee in accordance with applicable laws, as well as exclusive of any other applicable taxes. We will issue and send you a due tax receipt for our Fee. We will not cover your bank transfer fees and other costs charged in connection with payments made from us to you.
Is It Possible To Gift An Activity
Clients may buy an Activity for someone else as a gift. If the person for whom the gift is intended accepts the gift, you must provide the Activity to such third party.
What Currency Will Be Used
You will quote your Activity Price in Euro. All payments made through the Site, including our payments to you and payments of the Activity Price, will be made in Euro.
What To Keep In Mind (Certain Tax Matters)
You are solely responsible for your tax and related obligations, including complying with any and all tax laws and regulations applicable to you whether in the country of your residency (seat), place of the Activity or the Czech Republic. You are in particular responsible to make any mandatory registrations with financial and other governmental authorities, reporting and filings of tax returns or similar documents and payments and withholdings.
How Can The Client Cancel Confirmed Activities
Each Activity must be assigned one of our three types of cancellation policies: Benevolent, Medium and Strict, as specified below (“Cancellation Policy”). According to type of Cancellation Policy, the Client may be entitled to full or partial refund of the Activity Price paid depending on the time of the cancellation prior to the agreed first day of the Activity (“Starting Date”). We will agree on the specific Cancellation Policy for each of your Activities during its set-up on the Site.Benevolent
- Cancellation more than 4 days prior to the starting date. Clients are automatically refunded the full booking price.
- Cancellation within 48 to 96 hours prior to the starting date. Clients are entitled to a 50% refund of the booking price.
- Cancellation less than 48 hours prior to the starting date. No refunds.
- Cancellation more than 10 days prior to the starting date. Clients are automatically refunded the full booking price.
- Cancellation within 4 to 10 days prior to the starting date. Clients are entitled to a 50% refund of the booking Price.
- Cancellation less than 4 days prior to the starting date. No refunds.
- Cancellation more than 30 days, prior to the starting date. Clients are automatically refunded the full booking price.
- Cancellation within 30 to 10 days prior to the starting date. Clients are entitled to a 50% refund of the booking price.
- Cancellation less than 10 days prior to the starting date. No refunds.
- This booking is not refundable.
You agree to allow Clients to cancel a confirmed Activity through the Site (rescind from the Activity Agreement) pursuant to the terms of the applicable Cancellation Policy and you authorize us to return to the Client on your behalf the Activity Price (or its part) pursuant to the applicable Cancellation Policy. We will notify you without delay about the cancellation. Any non-refundable payments to which you are entitled as a result of the cancellation will be forwarded to you with other collected Activity Prices.
If you breach any of your obligations under our Partner Agreement and these Terms and Conditions and such breach has or may have a negative impact on the Client (which we will assess at our sole discretion), you authorize us to offer to the Client the possibility to cancel the confirmed Activity with full refund of the Activity Price; in such a case we are entitled to our Fee as if no cancellation occurred.
Clients may also have the right under applicable consumer-protection legislation to withdraw from the Activity Agreement within a statutory time-limit; in such a case, you authorize us to confirm on your behalf the termination of the Activity Agreement and return the Activity Price to the Client.
What If The Client Doesn’t Show Up or Requests Changes
Unless your terms of service state otherwise, if a Client doesn’t show up for the Activity, the Activity is considered as cancelled and you keep the Activity Price (we always keep our Fee if the Client doesn’t show up). Each Client may reach out to you through the Site and ask for a modification regarding the ordered Activity, in particular change of date or number of persons attending. You do not have to accommodate such request, but you agree to exercise your best efforts to do so if and when possible.
When Can You Cancel Confirmed Activities
You may cancel the confirmed Activity through the Site only in case of circumstances beyond your control which prohibit you from providing the Activity (e.g., weather conditions, newly imposed regulations etc.). If it is possible, you must offer the Client alternative dates for the Activity, but you must refund the Client in full if he insists on cancelling the Activity. You authorize us to return to the Client on your behalf the Activity Price. We may ask you to evidence the grounds for which you cancelled the Activity; if you do not comply or fail to evidence the legitimacy of the cancellation, you must pay us our Fee as if the Activity was duly provided.
How Will Client Complaints Be Processed
Any complaints raised by the Client in respect of the Activity shall be resolved directly between you and the Client pursuant to your terms of service. However, if a Client raises a complaint regarding the Activity after its provision through the Site, we may (without asking you first) at our own costs, to keep Clients satisfied and our reputation strong, reimburse the Client for the Activity Price or its part (as we consider fit); in such a case, you agree to indemnify us for our costs and expenses and we will have a receivable against you for payment of the amount we reimbursed to the Client which we will either deduct from other Activity Prices collected on your behalf (to which you irrevocably authorize us) or which you will pay directly. We will inform you that we reimbursed the Client without delay through the Site.
If you inform us that you disagree with the Client’s complaint (which you must do within 5 days from us notifying you that we reimbursed the Client) and you have evidenced to our satisfaction that the Client’s complaint was not grounded, we will pay you back the amounts we received from you as indemnification for our costs and expenses. You must provide us at our request with necessary cooperation to assess the legitimacy of any Client complaint. To avoid any doubt, you agree we remain entitled to our Fee regardless of whether a Client raised a complaint and was reimbursed.
What Are Your Other Obligations
When the Client receives the Confirmation, the Activity Agreement is concluded between you and the Client, which is governed by your terms of service. You must at all time comply with laws and regulations applicable to you, including those concerning the promotion, sale and provision of your Activities. You must make sure that your terms of service comply with applicable laws and standards of good practice. You must have your terms of service published on your own website (link to which shall be in the Activity presentation) at all time. We are not a party to the Activity Agreement nor may we be held responsible for any damages arising in connection with or relating to the Activity (whether its promotion, sale or provision). You must provide the Activity duly and timely pursuant to the Activity presentation on the Site.
You are solely responsible for maintaining any required permits and authorizations for providing your Activities. If you are subject to laws of the European Union and your Activity represents a “Package” or “Travel service” within the meaning of Directive (EU) 2015/2302 of the European Parliament and of the Council of 25 November 2015 on package travel and linked travel arrangements, you must ensure that you satisfy all mandatory requirements for the promotion, sale and provision of Packages and/or Travel services, as implemented in legislation applicable to you. You must provide us with any and all information concerning such Package and/or Travel Service for us to comply with our information and other obligations towards Clients and with any other cooperation, assistance which we may require. You must, in any case, provide us upon our request with any and all assistance and cooperation which we may reasonably require in connection with the performance of our Partner Agreement and compliance with any applicable laws and regulations.
What Is Your Liability To Us
You will indemnify us for any and all loss (including without limitations attorney’s fees and loss of profit) caused by or in connection with your breach of any of your obligations under you Partner Agreement and these Terms and Conditions, as well as for any loss resulting from us acting on your behalf under your authorizations granted hereunder. You will further indemnify us and defend and hold us harmless against any claim raised against us arising from or related to: (a) your actual or alleged breach of any of your obligations hereunder; (b) any actual or alleged infringement of any intellectual property rights and any personal injury, death, or property damage related thereto; (c) your personnel (including any act or omission of your personnel or any claim brought or directed by your personnel); or (d) your taxes and tax obligations under any applicable law.
To the extent permitted under applicable law, we are not liable for any loss (including consequential loss) arising in connection with or due to the operation of the Site and the booking of Activities by Clients. To the extent permitted under applicable laws we are liable to you only for direct damage (not loss of profit) caused to you as a direct result of our intentional breach, including gross negligence, of our obligations hereunder and in each case up to the amount of EUR 500.00 (five hundred Euros).
What You Should Know About Using the Site
You access and use our Site at your own risk, costs and responsibility. You acknowledge the Site may be unavailable due to internet-access disruptions or required maintenance; you will have no claims against us in connection therewith. To access your account, you need to enter your user ID and password. You are solely responsible for maintaining the confidentiality of your user ID and password and for the use of it. All access to the Site using your user ID and password will be deemed to be performed by you along with any operations or modifications made in your account following such login.
You may not use any contact information obtained through the Site to disseminate unsolicited mail regardless of the form of such communication, not to mention disseminate computer viruses or similar threats. You agree to use the Site and communicate with the Clients in a proper and civilized manner and refrain from insulting or threatening the Clients and any similar behaviour. If we judge your actions as in violation of our Site policy (which we will have the right to do at our discretion), we may take down any of your Activities from the Site, as well as ban your Provider account or terminate our Partner Agreement. You may in no way communicate with the Clients in a way that could harm our good name.
The Site and data contained therein are subject to intellectual property law. You are solely responsible and hereby guarantee us that you hold sufficient rights to publicize any photos, videos, and texts or other objects of intellectual property used for presentation of the Activity on our Site and that use of such content online does not infringe upon any third party rights. We are free to develop and modify the Site at any time.
What Law Governs Our Agreement
By entering into the Partner Agreement with us you agree to be bound by these Terms and Conditions. In case of discrepancy, the Partner Agreement prevails. Both the Partner Agreement and these Terms and Conditions are governed by Czech law.
Communication between us will be realized through the Site or main contact e-mail addresses specified in the Partner Agreement.
Both you and us explicitly agree that any change to these Terms and Conditions and Partner Agreement requires written form. Any agreement concerning the presentation of an Activity on our Site or any other form of agreements requires that we agree on the entire subject matter of the agreement without any discrepancies between the parties.
You and us must keep any and all information obtained from the other in confidence and not disclose such information to any third party. Each of us may use such information only for the performance of our Partner Agreement.
How Will Our Disputes Be Resolved
If we will have a dispute, we will first and foremost try to resolve it in an amicable manner. However, if this will not be possible, we agree that all disputes arising from the present Partner Agreement and/or in connection with it shall be finally decided with the Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamber of the Czech Republic according to its Rules by three arbitrators in accordance with the Rules of that Arbitration Court.
We must comply with the EU General Data Protection Regulation (GDPR) (2016/679) since we process Client’s personal data. To the extent we will forward you such data and you will process such data for us as a processor, you must also comply with relevant GDPR regulations.
What To Do If You Have Any Questions
We prefer to focus on doing business, and although its necessary to have some ground rules so that both you and us know what to do, we know our relationship needs more than a long contract to work. So please, don’t hesitate to contact us if you have any questions or wish to sort anything out. In the end, it’s all about common sense.
Valid from 10.10.2018