Supplier Terms and Conditions

These Terms of Service constitute a legally binding agreement made between you, the supplier, whether personally or on behalf of an entity (“Supplier”) and Dataridoo Oy a company licensed under the registration number 2818022-6, in Finland, doing business as Toristy ("Toristy", “we”, “us”, or “our”). The terms of service also assume you have read and accepted our privacy policy and are bound by the terms of use of the Toristy services.

The Parties

Toristy and the Supplier will be referred to as “The Parties” collectively.

Pre-amble

Toristy wish to distribute the Travel Products of the supplier (the “Products”), via enterprise marketing partnerships ("Enterprise Partnerships") and via its own channels in exchange for a commission payment. The parties have agreed a commission for Enterprise partnerships and direct bookings where applicable. Toristy informs suppliers what each specific enterprise channel charges for commission via the Toristy Service. “Service” means the software, databases, products, and other components that make Products available for sale and distribution.

1. General Terms

1.1 Product and Definitions. Subject to the terms agreed in this contract, Supplier hereby agrees to make its travel or destination products, activities and/or services (its “Products”) available to Toristy for booking to customers through the Toristy portal (https://portal.toristy.com) or the Toristy website, widgets or enterprise partnerships ("Service"). "Customer(s)" means people making purchases utilising the Toristy service regardless of the enterprise partner channel or website.

1.2 Product Information. Supplier delivers to Toristy detailed information about the Products being distributed, in the form and manner as requested by Toristy, which will include, among other things, the Rates for the Products inclusive of Transaction Tax (as defined in section 1.3), availability limitations and the cancellation policy for each Product.

1.3 Transaction Tax. The parties shall each be liable for calculating and remitting its own taxes imposed on property, payroll, income, or net worth. Amounts payable or deemed to be payable by Toristy to Supplier under or in connection with this Agreement shall be deemed to be inclusive of Transaction Tax chargeable on the supply for which such sums are the consideration for Transaction Tax purposes. The Supplier agrees that Toristy is not responsible for any tax liability relating to the products being distributed.

1.4 Rates. As used herein "Rate" shall mean (either (i) the retail rate for each Product inclusive of Transaction Taxes provided by the Supplier (each a "Retail Rate"); or (ii) the net rate inclusive of Transaction Tax as provided by Supplier; or (iii) variable subscription charges made by Toristy to the Supplier; or (iv) direct sale commissions paid to Toristy for managing sales on suppliers website via widgets or plugin technology.

The net rate is the agreed rate at which Toristy pays the supplier for the services. The retail rate is the rate that Toristy sells the services to the customers. The difference between the retail rate and the net rate shall be known as the commission. The commission varies depending on the enterprise partnership. Acceptance of this agreement assumes that the Supplier understands the rate for each enterprise partnership and agrees. Typically but not exclusively this commission is 15%. Toristy will act as a broker of such bookings acting on Supplier’s behalf and in Supplier’s name.

Subscription charges are applied only when the parties agree to an annual or monthly subscription paid by credit card and depending on the number of products the supplier sells via the Toristy system on their own website. Direct sales commissions are only applied at 2.9% of the retail rate when the supplier sells via the Toristy system on their own website.

1.5 Distribution and Availability. The Supplier may change its Retail Rate for any Products under this Agreement using the service or its integrations and keep the product availability up to date. Toristy or its distributors may at their discretion discontinue any Product for any reason including but not limited to, conflicts of interest with the product being sold via a distributor website or disputes over margins.

1.6 Cancellation Policy. Supplier should provide a cancellation policy to their customers which is configurable in the system. When a supplier makes a cancellation Toristy will charge full booking fees to the supplier, unless said supplier is paying a monthly subscription and subject to a credit note being sent by supplier to Toristy within 14 days of the cancellation.

2. Payment terms, Delivery and Supplier costs

2.1 When we take payment on your behalf

All revenues paid to the Supplier from any sale made by Toristy enterprise partnerships will be paid after the delivery of the service. Toristy will pay out on the 30th of each month or nearest working day to the 30th post delivery, via a supplier invoice correlating to these terms either generated by Toristy, or sent by the supplier.

Until such a time as the service is delivered all revenues will be held securely in an escrow account.

2.2 When you use your own payment provider on your own website

All revenues paid to the Supplier to their own payment platform will be remitted immediately and Toristy will charge its fee on the 30th of the month when €30 or more is due or at Toristy's discretion when 3 months have passed.

2.3 Supplier costs. Toristy does not bear any supplier cost associated with the product delivery, these shall be fully borne by the supplier. If costs are incurred due to cancellation as described in section 1.4, those costs are borne by the supplier.

3. Customer Service

Supplier will provide customer service and support to resolve inquiries or issues escalated to Supplier from Toristy customer support via email and telephone, and will respond to and resolve such escalations at the same service level provided to Supplier’s best customers and in accordance with industry practice.

4. Data Protection

Ownership of Customer Data. The parties agree, information pertaining to sales of Supplier services (“Customer Data”) that Toristy provides to Supplier pursuant to this Agreement, shall be considered proprietary information of Toristy and all right, title and interest in the Customer Data is owned by Toristy. Supplier will: (i) use such Customer Data only as necessary to perform its obligations under this Agreement; (ii) maintain and protect such Customer Data in confidence, with reasonable security precautions at least as great as the precautions it takes to protect its own confidential information of similar importance. The parties agree to protect all customer information as per the REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation)

5. Intellectual property

In order to enable Toristy to market and promote the booking of Supplier’s services as permitted herein, Supplier hereby gives Toristy a limited, non-exclusive, worldwide, royalty-free right to use and display, copy, reproduce and redistribute Supplier’s trade name, logos, trademarks and copyrights, images from Supplier’s website (including, without limitation, data, text, audio, video, graphics, photographs, artwork and similar materials) (collectively, “Content”) solely in connection with the Service. Toristy may, in its reasonable discretion, edit, modify and otherwise alter any Content as is necessary or desirable to optimize display of such Content (e.g. to make adjustments to the size, color, brightness, contrast, etc.) and for no other purpose. Additionally, Toristy may use third parties to reproduce, host or display the Content in support of the Service.

6. Supplier Responsibilities

The supplier represents and warrants that it (not Toristy) is responsible for the Products satisfactory delivery to the Customer including but not limited to the following responsibilities.

6.1 Insurance Supplier represents and warrants that it maintains (and shall cause each of its agents, independent contractors and subcontractors performing any services hereunder to maintain) at its sole cost and expense insurance to cover any and all of its obligations under this Agreement based on the type of Products provided by Supplier and the territory where the Products are provided.

6.2 Legal The supplier represents and warrants that it complies with all laws, rules, regulations and guidelines relating to Supplier’s business, including without limitation fire safety, public health and personal security and maintain all required licenses, certifications, permits and other registrations required for the conduct of Supplier’s business;

6.2.1 Safety - ensure the safety of participants by implementing best industry standard safety and emergency practices and procedures and requiring that all risks and potential hazards of a Product are clearly advised to participants; all participants must be fully briefed and must sign appropriate acknowledgements and releases before any activities are commenced, and such briefings shall disclose and highlight any special risks or hazards posed by pre-existing medical conditions as well as highlight the level of physical fitness required to undertake an activity;

6.2.2 Licenses & certifications - ensure that all Products are provided to participants in accordance with best industry practices and standards and that all staff used by Supplier are properly trained and possess the necessary licenses, certifications, skills and experience required to perform their position, including, if applicable, possessing first aid and lifesaving certifications.

7. Limitation of Warranty and Liability.

Toristy makes no warranty or representation, and disclaims all implied warranties, obligations and liabilities arising by law or otherwise, regarding the Service and/or any revenue or profit payable to Supplier from bookings through Toristy. SUPPLIER RELEASES TORISTY FROM ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF TORISTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Supplier will hold harmless, indemnify and defend Toristy, and its respective employees, directors, officers and agents (the “Indemnified Parties”) against any and all actions, claims, suits, demands, judgments, losses, costs, expenses and/or damages, including legal fees, arising out of or resulting from (a) any Product, (b) use of the intellectual property described in Section 5, (c) a breach by Supplier of this Agreement or any representation or warranty, or (d) the provision of inaccurate information to Toristy by Supplier. This section will survive the termination or expiration of this Agreement.

8. Indemnification and breach of contract

If we, our Enterprise Partners, subcontractors, affliliates, or any other suffer a loss in connection with your breach of this Agreement, your business operations, your Products, your content or your trademarks, you agree to cover the costs.

8.1 Breach. There is a breach of contract where the Supplier fails to perform any of its obligations under this contract, including defective, partial or late performance toward customers or situations where an accident or injury is sustained by a customer. Toristy and the customer are in this case the aggrieved party.

8.1.2 In a case of a breach of contract according to paragraph as described in 8.1 the supplier shall at their own cost defend, Toristy (including without limitation all companies in the Toristy group and Toristy’s affiliates and Enterprise Partners - a Toristy Indemnified Party) from and against any and all claims, losses, liabilities, damages, fines, penalties, settlements, expenses, and costs (including legal fees and court costs) incurred or suffered by a Toristy Indemnified Party in connection with any third party claim.

8.2 Fundamental Breach. The parties agree there is a fundamental breach of contract where Supplier fails to appear to the customer on the delivery date at an agreed time or fails to produce the product or service sold.

8.2.1 In case of a fundamental breach of contract according to paragraph 8.2 of this Article, the aggrieved party may declare this contract avoided and claim an immediate full refund from the Supplier. Toristy may also impose its fees to the supplier.

8.3 Declaration. A declaration of avoidance of this contract is effective only if made by notice from the customer to Toristy or the Supplier. Toristy 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 (at Supplier’s request and expense).

9. Force majeure – excuse for non-performance

9.1 “Force majeure” means war, emergency, accident, fire, earthquake, flood, storm, industrial strike or other impediments which the affected party proves was beyond its control and that it could not reasonably be expected to have taken the impediment into account at the time of the conclusion of this contract or to have avoided or overcome it or its consequences.

9.2 A party affected by force majeure shall not be deemed to be in breach of this contract, or otherwise be liable to the other, by reason of any delay in performance, or the non-performance, of any of its obligations under this contract to the extent that the delay or non-performance is due to any force majeure of which it has notified the other party in accordance with Article 9.3. The time for performance of that obligation shall be extended accordingly, subject to Article 9.4.

9.3 If any force majeure occurs in relation to either party which affects or is likely to affect the performance of any of its obligations under this contract, it shall notify the other party within a reasonable time as to the nature and extent of the circumstances in question and their effect on its ability to Perform. The parties will then negotiate how best to proceed with the Customer in writing. Toristy will seek reimbursement of any costs incurred for transactions.

9.4 If the performance by either party of any of its obligations under this contract is prevented or delayed by force majeure for a continuous period in excess of, the other party shall be entitled to terminate this contract by giving written notice to the Party affected by the Force Majeure.

10. Entire agreement

10.1 This contract sets out the entire agreement between the Parties. Neither party has entered into this contract in reliance upon any representation, warranty or undertaking of the other party that is not expressly set out or referred to in this contract. This Article shall not exclude any liability for fraudulent misrepresentation.

10.2 This contract may not be varied except by an agreement of the Parties in writing (which may include email).

11. Dispute resolution procedure

Any dispute, controversy or claim arising out of or relating to this contract, in particular, its conclusion, interpretation, performance, breach, termination or invalidity, shall be finally settled by the courts of which will have jurisdiction in Helsinki Finland.