Cooperation Agreement of the Santorini Activities

Cooperation Agreement of the Santorini Activities

Introduction

Santorini Activities operates the Internet Booking Platform www.Santorini Activities.com, offering sightseeing tours and other touristic services and leisure activities. Visitors may view offers from suppliers on the platform and make bookings. Santorini Activities takes the role of an intermediary between the visitor and the supplier. Santorini Activities is not a contracting party between the visitor and the supplier.

Object of this cooperation agreement is solely the provision of the Santorini Activities Booking Platform, based on the terms of this agreement. Santorini Activities has no further obligations or liabilities. In order to to allow a correct execution of bookings on Santorini Activities, the booking process is defined in detail in this document.

The supplier offers sightseeing tours or other touristic services under his own name/brand. He seeks to promote his services on the Santorini Activities Booking Platform.

1. Eligibility Requirements

The supplier conducts sightseeing tours and other touristic services on his own responsibility. He is willing to promote these service products on the Santorini Activities Booking Platform.

The supplier may register on Santorini Activities. After registration and product upload to the Santorini Activities booking platform, Santorini Activities will check the eligibility of the products and of the supplier. Santorini Activities will also negotiate a commission fee with the supplier. Santorini Activities will activate the products on the Santorini Activities Booking Platform, after positive conclusion of the eligibility check and the commission negotiation.

In the course of registration at Santorini Activities, the supplier accepts the present cooperation agreement, the "General Terms of Use and Privacy Statement of Santorini Activities the "General Terms of Business of Santorini Activities and of the Suppliers of Tours and other Touristic Services".

2. Actionability of the cooperation partner

The supplier must be actionable according to the applicable law. Legal bodies may only conclude the cooperation agreement through an authorized and actionable natural person.

3. General Terms for product offerings

Santorini Activities Bookings Platform is provided in English. Our Goal is to have Greece's largest selection of tours, activities & things to do. Santorini Activities tries to have a very comprehensive product offering, yet the composition of the product offering is at Santorini Activities's sole discretion, concerning the touristic service itself, as well as the geographical distribution of products.

4. Booking procedure

The website visitor will have the opportunity to view & book products without prior registration.

4.1 Automated Booking Processing (Free-Sale)
With Free-Sale booking enabled, bookings are automatically accepted and confirmed by the system. The booking draws from a contingent, which is administered by the supplier. An automated booking takes place, as long as there are places left in the contingent. The supplier must keep the contingent up-to-date at all times.

The supplier must fullfil any contracts concluded from the contingent.

4.2 Manual Booking Processing (On-Request)
The supplier has a timeframe of 48 hours to accept the request. If the request is accepted, the contract between supplier and customer becomes effective and the booking is confirmed.

4.3
The credit card payment of the customer is collected upon the booking. If a contract could not be concluded within the means of the „Manual Booking Processing“, the credit card payment will be reversed.

Both parties are bound to the contract until execution (with the exception of a booking cancellation by the customer). The supplier will provide the customer with all necessary information for the execution of the service (e.g. Meeting point and time, clothing, equipment etc.) well in advance. The supplier is required to check the email stated in the Supplier Account at least once per day.

Santorini Activities takes care of the customer payment collection and will assure payment on the Booking Platform through a secure payment solution provider. It is at Santorini Activities sole discretion to choose a payment solution provider. Santorini Activities is not liable by any means for customer payments and is not liable in case of incorrect or incomplete entry of the supplier's bank account information into the Santorini Activities supplier back-end.

Santorini Activities is not responsible for the accuracy of customer data.

5. General liability insurance

The supplier needs to possess a comprehensive general liability insurance, which insures the products that are offered on the Santorini Activities Booking Platform. It is obligatory to agree upon an insurance sum that is appropriate for the given booking volumes and risk.

The general liability insurance also needs to cover potential regress claims from Santorini Activities.

Specifications concerning the general liability insurance must be documented electronically and sent to the email address supplier@Santorini Activities.com. This includes: Name and address of the General Liability Insurance, number of the insurance policy and the insurance sum. Santorini Activities reserves the right to take a look at the insurance policy upon request and demand proof of payment for the insurance premium.

6. Allowances

The supplier guarantees Santorini Activities that he complies with all legal preconditions and requirements for the products he offers and that he possesses all necessary allowances.

The supplier guarantees Santorini Activities that all legal security standards and standards of relevant professional organizations or associations are met.

The supplier is responsible for complying with employment and labor rules.

7. Qualification of the Guides

The supplier guarantees Santorini Activities that all employed guides possess the legal allowances and meet all necessary legal requirements, including professional qualifications and allowances.

The supplier is fully responsible for the conduct of the guide with regard to the customer and Santorini Activities.

8. Information provided to Santorini Activities

The supplier informs Santorini Activities immediately, if allowances have not been issued, suspended or revoked, if the general liability insurance has been resigned or the necessary premium has not been paid, if guides no longer possess the necessary qualifications, security standards cannot be met or if there are other imminent circumstances that make the execution of contracts impossible or threaten customers to render themselves liable to prosection upon execution of the contract or to otherwise to get into difficulties with public authorities. The same is true for the relationship with Santorini Activities.

In such cases, Santorini Activities may terminate the cooperation without notice.

9. Product Offerings

9.1
The supplier specifies his product offerings according to the requirements on www.Santorini Activities.com. The website also provides further clarification on the required quality standard. Products, which do not meet the requirements, may be deleted by Santorini Activities without notice.

9.2
The supplier may only upload his own product offerings. He may not upload products for which he is only an intermediary or agent. The supplier needs to be prepared to perform the offered service. It is forbidden to upload sham or loss-leader products.

9.3
Product offerings or their execution should not violate any laws or regulations, third party rights or morality. Products with sexist, racist, extremist content of any kind or products that challenge the physical, mental or moral integrity of human beings or where animals are hurt or injured, or products that connect legal services in an illegal manner or where customers are directly or indirectly compelled to purchase further services and/or products etc., must not be uploaded. Santorini Activities has the right to delete such products at any time without notice. Claims for damages and other claims from Santorini Activities, customers or third parties are explicitly reserved.

9.4
The supplier will enter the product data into the Supplier Administration System. He himself is responsible for ensuring that the provided information is always up to date. Revised, canceled or products that are no longer valid must be deleted immediately. Santorini Activities reserves the right to delete such offers.

If the supplier's country of residence has requirements for the publication of products on the Internet, the supplier himself is responsible that these requirements are complied with. He will notify Santorini Activities about such requirements.

It must be clear from the product description that the supplier offers the products and services under his own name and responsability. The products must be offered under the generally used brandname. If this brandname is different compared to entries in general registries, the supplier also needs to mention this brandname. There must not be the impression, neither directly nor indirectly, that Santorini Activities is the supplier of the products or services, or that Santorini Activities has tested the quality of the offered products and services or otherwise emphasizes their quality. The product descriptions must be completed accurately and truthfully and need to be adjusted instantaneously in case changes. The supplier alone is responsible for correct product descriptions and prices.

10. Displayed Content & Intellectual Property

The supplier owns all of the content and information he uploads on Santorini Activities. Thus, the supplier is solely responsible to make sure that all uploaded content does not violate intellectual property rights of a third party or is in any other form inappropriate, illegitimate or harmful to Santorini Activities or a third party. The supplier is responsible for immediately removing content from the Santorini Activities website, if such a violation becomes apparent.

In addition, for content that is covered by intellectual property rights, like photos and videos ("IP content"), the supplier specifically gives Santorini Activities the following permission: The supplier grants Santorini Activities a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any IP content that he uploads on Santorini Activities ("IP License"). This IP License ends when the supplier deletes his IP content or user account. However, the supplier understands that removed content may persist in backup copies for a reasonable period of time (but will not be available to others).

11. Prices and dues

Product prices need to include all dues, taxes, fees etc. It is not legitimate to ask the customer to pay any further salaries, taxes, dues, commissions or cover other expenses, upon the execution of the service.

12. Cancellations

All cancellations, on the part of the supplier and of the customer, have to be conducted on the Santorini Activities Booking Platform.

12.1 Cancellations by the customer

• If not stated otherwise by the supplier in the entry field "Cancellation Policy," the customer is entitled to cancel his booking up to 20 workdays before the booked tour date, free of charge. There will be no payment to the supplier.
• If a customer cancels an appointment between 19 and 0 days before the booked tour date, or if he does not attend the tour, he is obliged to pay the full tour price, which is transfered to the supplier, less the commission.

Statutory cancellation possibilities are exempt from these regulations.

12.2 Cancellations by the supplier

The supplier may cancel the contract only if unforeseeable or unavoidable external circumstances make it impossible, significantly impede or compromise to carry out the service. The supplier is obliged to inform the participating customers as early as possible through the Santorini Activities platform. In this case, the participating customers will be fully refunded.

13. Commission payment to Santorini Activities

Santorini Activities requires a commission for handling the booking process.

The commission will be drawn from the amount paid to Santorini Activities by a customer upon booking of a certain product. If no payment is credited to Santorini Activities (e.g. revocation of credit card payment), there will be no commission credited to Santorini Activities.

The commission for Santorini Activities will be billed on a monthly basis at the rates paid by the customers. Any taxes and other expenses that are to be paid by the supplier, will not be compensated separately. Banking fees and other transaction cost are at the expense of the supplier.

14. Credit card fees, banking fees, etc.

The credit card and banking fees for customer payments to Santorini Activities are borne by Santorini Activities.

The credit card and banking fees for payment transfers to the supplier will be borne, as follows:
o Santorini Activities bears the cost for its own bank/credit card organization
o The supplier bears the cost of his bank/credit card organization

15. Revoked credit card payments, etc.

Should a participating customer cancel his credit card payment before the use of the booked service, or the payment is not fullfilled for any other reason, Santorini Activities will inform the supplier immediately.

If a credit card payment is revoked after the fullfilment of the contract between supplier and the customer, Santorini Activities will inform the supplier. Santorini Activities will inform the service provider about the reasons for withdrawal according to the particulars of the credit card organization and ask him for comment within 5 working days. Santorini Activities will forward this statement to the credit card organization.

Santorini Activities is not obliged to take legal measures of any kind against a customer, who does not pay for a certain service or cancellation, or who revokes a credit card payment. Santorini Activities will convey these claims to the supplier, if possible.

16. Billing The supplier will be notified via email upon payment.

Santorini Activities creates a remittance advice for the supplier on the 10th of each month, taking into account all bookings that have been carried out during the previous month. The payment will be wired to the supplier's bank account and the supplier will be notified by email at the email address indicated for accounting purposes in the account information. Santorini Activities processes payments on the 10th of every month barring exceptional circumstances.

Santorini Activities bears usual transaction fees.

The amount transferred by Santorini Activities to the supplier reflects the sum of the net prices of all considered bookings. Santorini Activities bears the usual transaction fees. However, some banks add fees for receiving international payments. These fees are solely at the supplier's expense.

Due to bank transfer costs, Santorini Activities may decide not to transfer amounts less than EUR 50 or an equivalent amount in a different currency. If in a certain month the amount of EUR 50 is not reached, Santorini Activities is entitled to postpone the payment.

The supplier is responsible himself for the correct accounting to authorities.

If Santorini Activities is for any reason subject to taxes or expenses in the country of the supplier in relation to his products or services, Santorini Activities may terminate the cooperation with the supplier within 3 days. Such taxes or expenses may be deducted from the payments granted to the supplier.

17. Liability of the supplier to participating customers.

The supplier is a contracting party with the participating customer and thus responsible for the correct execution of the service. The supplier will strive to solve problems directly with the customer.

Should Santorini Activities be prosecuted because of a supplier's product, the supplier will help Santorini Activities to defend any claims and sets Santorini Activities free of any demands. Details are enclosed in number 27.

18. Damages caused by participating customers

Santorini Activities is not liable by any means for damages participanting customers cause to the supplier, other participanting customers, or third parties. The supplier settles such affairs with the participating customer directly.

19. Direct Messages

In order to exchange messages between the customer and the supplier that are not meant for the general public, Santorini Activities offers the Direct Message functionality. Direct Messages are exclusively meant for information concerning the service offering and its execution. Personal messages or messages not pertaining to the service may not be exchanged through the Direct Message functionality. Contracts and cancellations may not be executed or negotiated through the Direct Message functionality.

Santorini Activities is explicitly entitled to monitor Direct Messages and delete any which do not comply with these criteria.

20. General rules for communication

20.1
The supplier may neither in his product description nor in the forum or via a private direct message refer the customer to his own external internet website or otherwise provide information to get in touch outside of the Santorini Activities Booking Platform.

20.2
The supplier is required to handle all customer inquiries etc. received through Santorini Activities exclusively on the Santorini Activities Booking Platform. The supplier will neither directly nor indirectly urge a customer, who got in touch through Santorini Activities, to book a product outside of the Santorini Activities Booking Platform. If a prospective customer, who got in touch through Santorini Activities, inquires to book a product outside of the Santorini Activities Booking Platform, the supplier will refer him to the Santorini Activities Booking Platform.

20.3
Should a supplier violate these provisions, the commissions on the contracts closed outside of the Santorini Activities Booking Platform are payable, just as if they had been closed on the platform. Santorini Activities may claim recompensation of costs and expenses arising from the prosecution of such violations. In such cases, the supplier always owes Santorini Activities a minimum compensation of 100 EUR.

21. Review System After the fullfilment of an activity, customers have the opportunity to review a product and supplier using Santorini Activities's review system. The aim of the review system is to create meaningful and accurate product and supplier profiles in terms of performance, reliability and trustworthiness. These profils can be viewed by any visitor on the Santorini Activities Booking Platform.

Customers are required, to provide only entirely proper and truthful reviews. Inaccurate, untruthful, offensive or otherwise unprofessional remarks may be deleted from Santorini Activities. The provider is not entitled to delete certain statements. - If the provider becomes aware of abusive reviews, he should report them immediately to Santorini Activities.

22. Functionality and Availability of the Plattform

Santorini Activities provides the Santorini Activities Booking Platform in the given released version and with the corresponding functions . A claim for provision and maintenance of certain functions etc. does not exist. Regarding the availability of the system, no warranty is given. Website access may be temporarily restricted by maintenance or other work or might be limited or entirely impossible. In so far that limited access or temporary inaccessibility have an impact on the execution of a transaction, e.g. because a product offering cannot be uploaded or a booking or transaction cannot be made, there are no claims against Santorini Activities.

The suppliers themselves are responsible for the backup. Santorini Activities is not liable for data loss.

23. Data Protection

The supplier has to enter his data into the supplier account. This data will be treated confidentially and is not made accessible and only shared with a third party, in so far it is required for the correct execution of the contract between customer and supplier. Santorini Activities reserves the right to provide certain information to authorities etc., if required by legal provisions. Santorini Activities reserves the right to open accounts to authorities or third parties, in order to counter claims, demands etc.

The supplier is required to treat the transmitted customer data confidentially and protect such data according to applicable privacy laws. Without prior consent of the customer, such data may not be made accessible to third parties or made available for marketing or advertisement purposes.

Santorini Activities tracks statistical data with regard to product upload, in order to improve the website functionalities. It is possible that such data will allow an inference on the web behavior of the supplier.

The supplier has no right to access data on customers, visitors etc., stored on Santorini Activities servers.

24. Communication between Santorini Activities and the supplier

All communication between Santorini Activities and the supplier needs to be conducted via the Santorini Activities Booking Platform. You may find Santorini Activities's contact data under the heading "Contact". The contact data entered on the supplier account will be used as the supplier contact data.

Emails must include the name and email address of the sender as well as the date of dispatch (date and time).

The supplier is aware, that confidentiality during transmission of unencrypted data over the internet cannot be guaranteed.

An email received in accordance with the preceding provisions is attributed to the sender address, if no other proof can be provided.

25. Publication of supplier products

The supplier is informed within the Supplier Administration Area in which third party websites Santorini Activities has integrated his products."

26. Responsibility for Content

The supplier is self-responsible for content submitted through his account, such as for instance product descriptions, forum entries etc. Santorini Activities treats such content as external content.

Santorini Activities also treats visitor and customer content, such as forum entries, reviews etc. as external content and excludes liability.

If Santorini Activities is notified about or detects content that does not comply with this Cooperation Agreement and/or the "General Terms of Business of Santorini Activities GmbH and the Suppliers of Tours and other touristic Services" or the "General Terms of Use and the Privacy Statement of Santorini Activities" general legal provisions, Santorini Activities may partially or fully delete this content.

If the abusive content originates from a supplier, Santorini Activities is entitled to block access to or delete his account.

The supplier may only upload contents and data for which he owns the corresponding (copy-)rights. Such information must not abuse privacy rights of visitors, third parties etc. and needs to comply with the applicable competition laws and other legal requirements.

Should Santorini Activities be prosecuted because of such content, the supplier will help Santorini Activities to defend any claims and sets Santorini Activities free of any demands.

27. Liability of the supplier

With regard to the customer
The supplier is liable with regard to the customer according to the applicable law.

With regard to Santorini Activities
The supplier is liable with regard to Santorini Activities according to this Cooperation Agreement and the applicable legal provisions.

The supplier is liable for the correct description and execution of his products.

The supplier sets Santorini Activities free of any claims, damages or cost (including punitive damages, compensations or other claims) etc., arising from his or his co-workers actions or omissions and will support Santorini Activities in defending any related claims. In particular but not exclusively with regard to claims of all sort from customers and participants, their relatives, claims of third parties due to violation of their rights, individual rights, intellectual property rights, unfair competition, copyright etc. The supplier shall be liable for legal defense costs such as legal, judicial, experts' fees, etc.

28. Liability of Santorini Activities

With regard to the supplier
Santorini Activities is liable according to the applicable law. The liability for auxiliary persons is excluded . The liability for personal actions is only given in the case of intent or gross negligence on the part of Santorini Activities. The liability for slight negligence is excluded. This provision also applies to non-contractual liability.

The liability for computer viruses, spyware programs and other damages caused by computer programs is excluded.

Contract Customer - Supplier
Santorini Activities is under no legal title a party in the contract between supplier and customer. Santorini Activities has with regard to the contracting parties, neither customer nor the supplier, an affirmative obligation to act in order to protect others. Santorini Activities gives no promises to third parties.

Neither customer nor supplier may derive from their contract rights or obligations with regard to Santorini Activities. Santorini Activities is neither liable for the conduct of the customer or third party, nor for the conduct of the supplier.

29. Contract length and extraordinary termination

The contract is concluded for an indefinite period. The contract can always be resolved. A termination can be done automatically by using the appropriate function in the supplier administration area. Remaining confirmed bookings must be executed as planned.

The contract may be terminated without reason by Santorini Activities, if certain circumstances prohibit further collaboration. These are in particular, but not exclusively products as described in number 5.3, false information in the supplier account, forums, false promises to Santorini Activities ort he customer, failing execution of service offers without reason, disobeyance of legal provisions and/or safety standards. In these cases Santorini Activities will terminate the supplier account.

30. Change of the given agreement

Santorini Activities reserves the right to modify this agreement at any time.

Santorini Activities will notify the supplier with a message to his supplier account and about any changes in this agreement. The supplier has 20 calendar days to accept or reject the revised agreement. The supplier may accept via e-mail or by silence. If Santorini Activities does not receive a negative feedback by the given deadline, the changes in the agreement will be adopted. The changed agreement will be valid for all new incoming bookings. The agreement is also accepted, if the supplier uploads new products or modifies existing products within the 20-day period.

31. Miscellaneous

If any provision of this agreement is invalid or should become invalid, the remaining provisions shall remain in effect. The invalid provision should be replaced with the one that is closest to the economic intent of the parties involved.

Concerning times and deadlines regarding the relationship of customers and suppliers, the time zone of the supplier is authoritative.

Upon termination of this contract, already concluded contracts with customers are properly to fulfill.

32. Applicable law for the Contract between Supplier and Customer

The contract between supplier and customer is subject to applicable laws and the "Terms of Business of Santorini Activities and of the supplier of tours and other touristic services."

33. Applicable Law for the contract Santorini Activities - supplier and venue of jurisdiction

This Cooperation Agreement and any further legal relations are subject exclusively to Greek law. The agreement of the United Nations Convention on the International Sale of Goods (Vienna Sales Convention) is explicitly excluded.