Partners Terms and Conditions
For the purposes of these Terms of Service, the following definitions shall apply:
- “Fee”: The amount of money paid by the Supplier to the Company in return for the provision of the Services.
- “Gift Cards”: Documents in hard- or electronic copy, incorporating a certain amount of money to book or percentage of booking discount though the Website. They are purchased and then donated by Customers to third parties. They are redeemed by the Supplier upon booking.
- “Events”: Activities and events organized by the Supplier.
- “Company”: The Company with the distinctive title ”Unlimited Adrenaline”, with headquarters in Pallini Attica, Greece, Mavromichalis street, number 16, Tax Number […] (“Company”) provides information society information via the website www…….gr according the terms and the conditions of the Contract.
- “Website”: The website accessible though the domain name www…….gr, including all its web pages.
- “Coupons”: Documents in hard- or electronic copy, incorporating a certain amount of money to book or percentage of booking discount though the website. They are offered by the Company to the Customers at its discretion and redeemed by the Supplier upon booking.
- “Customers”: The users of the Website, who make reservations to Events provided by the Supplier.
- “Supplier”: A Supplier of Events using the Company’s website in order to provide users of the website with the opportunity to book Events.
- “Offers”: Discounted prices for Events, which are available for reservation for a limited time.
- “Contract”: This Contract.
- “Services”: The hosting of information about Events on the Website and the provision of ancillary electronic tools for direct communication between Suppliers and their Customers for the purposes of Customers’ reservation of Events.
- The Company provides Services to Suppliers though the Website subject to fees under the terms and conditions of the Contact.
- For the performance of the Services the Supplier pays to the Company the Fee stipulated in Article 5 of the Contract.
- For the execution of this Contract, the Supplier is required to register a relevant Supplier’s account on the Website, uploading the necessary information and documents and maintaining his/her account information accurate, complete and up-to-date.
- SUPPLIER’S OBLIGATIONS
- Under the Contract, the Supplier undertakes the following obligations and is exclusively responsible about them vis-à-vis the Company:
- The duty of being honest and acting in good faith and in conformity with ethical conduct towards both the Company and Customers.
- Ensuring all licenses and authorisations required for the lawful execution of Events and, in general, compliance with the relevant legislation in force.
- The performance of Events in accordance with applicable laws, hygiene and safety rules and technical and scientific rules, while complying with a high level of professionalism and quality and in line with good commercial practices.
- Recruiting and providing the necessary number of staff with the appropriate knowledge and experience required to appropriately perform Events.
- The appropriate and timely performance of Events.
- The purchase or lease of the appropriate infrastructure and equipment for the performance of Events.
The Supplier undertakes vis-à-vis the Company the performance of all obligations, which are stipulated in the Contract, in accordance with requirements of good faith and conduct.
Throughout the duration of the Contract and for a period of three (3) years after its termination the Supplier is obliged to maintain strict confidentiality with respect to any information that comes to its knowledge in connection with the performance of the Services and concerns the Company.
The Supplier shall be fully responsible for the acts or omissions of any third parties it appoints for the performance of its obligations under the Contract.
- SUPPLIER’S RELATIONS WITH CUSTOMERS
- In the context of its contractual relations with Customers, the Supplier is furthermore obliged to comply with the terms and procedures of the Events and the conditions of reservation, payment, cancellation and refund, discounts, coupons and gift cards provided in these Terms.
- The Supplier has the obligation to post complete, accurate and true information about the Events.
- The Supplier has the right to use its distinctive marks in relations with Customers. Moreover, it may use plain hyperlinks to the Website when promoting Events on the Internet, with the explicit exception of framing techniques or other techniques, which unduly prejudice the interests of the Company.
- The Supplier has two options for accepting or not the booking, made on the Company’s Website: a) instant booking, where the booking is automatically made and the user is charged the entire amount at the same time, or b) confirmation of booking upon availability, where the Supplier is obliged to reply to the Customer within 48 hours from submission of the booking request whether the Supplier accepts the reservation and in this case the amount paid by the Customer is withheld and debited following Supplier’s acceptance. In case of failure to respond within the foregoing 48 hours deadline, the Supplier will be automatically deemed to have accepted the relevant reservation. In case of rejection of the reservation, the Supplier is obliged to immediately inform the relevant Customer and the Company, otherwise the Supplier will be automatically deemed to have accepted the reservation.
- Customers may choose to pay the reservation fee either by credit card or via paypal. Upon acceptance of the booking, the Supplier authorizes the Company to debit or, instead, withhold, whenever applicable, the relevant amount from the Customer’s debit or credit card.
- The Supplier can choose any of the following cancellation policies:
(i) Unrestricted cancellation right with 100% refund of the contract fee;
(ii) Any cancellation by participants later than one day prior to the Event will result in a 100% refund, cancellation less than one day prior to the event no refund;
(iii) Any cancellation by participants later than three days prior to the Event will result in a 100% refund, whereas cancellation by participants later than one day prior to the Event will result in a 50% refund, cancellation less than one day prior to the event no refund;
(iv) Any cancellation by participants later than seven days prior to the Event will result in a 100% refund, whereas cancellation by participants later than three days prior to the Event will result in a 50% refund, cancellation less than three days prior to the event no refund;
(v) Any cancellation by participants later than fourteen days prior to the Event will result in a 100% refund, whereas cancellation by participants later than seven days prior to the Event will result in a 50% refund, cancellation less than seven days prior to the event no refund;
(vi) Any cancellation by participants later than thirty days prior to the Event will result in a 100% refund, whereas cancellation by participants later than fifteen days prior to the Event will result in a 50% refund, cancellation less than fifteen days prior to the event no refund;
(vii) Any cancellation by participants later than ninety days prior to the Event will result in a 100% refund, whereas cancellation by participants later than thirty days prior to the Event will result in a 50% refund, cancellation less than thirty days prior to the event no refund;
(viii) Any cancellation by participants later than one hundred and eighty days (6 months) prior to the Event will result in a 100% refund, whereas cancellation by participants later than sixty days prior to the Event will result in a 50% refund; 50% refund, cancellation less than sixty days prior to the event no refund;
- The Supplier is obliged to accept Customers’ gift cards and coupons, thereby reducing the reservation price by the amount or percentage they incorporate. The Company will refund the relevant amount or percentage to the Supplier in accordance with article 6 thereof. If a coupon expires, both the Company and the Supplier will equally benefit each by 50% of its incorporated value.
- The Supplier has the right, at its sole discretion, to make discounted Offers upon the reservation price of its Events. The Supplier shall bear the exclusive cost of such Offers.
- The Supplier acknowledges and accepts that it is subject to an online Customer rating system through the Website. In case that Customer evaluation is deemed to be illegal or abusive, the Supplier has the right to file a complaint with the Company. The objection must be fully justified and supported by relevant evidence. The Company is obliged to remove ratings that have proven to be illegal or abusive. In all other cases, any removal will only take place following a court order.
- The parties agree that the Company has the right to withhold payment from the Supplier of any reservation amounts, the legality of which payment is under dispute by Customers. Any payment will take place only in case that there is a resolution of the relevant dispute and depending on its outcome.
- The Supplier is exclusively responsible for insurance services, which the Supplier may provide to Customers.
- The Company provides the Services to the Supplier subject to a fee, which consists of a pre-agreed commission on each Customer reservation to a Supplier’s Event.
- The Supplier has the right to choose promotional packages so as to promote the Events though the Website. Promotional packages are charged at an extra price in addition to the fee.
- Notwithstanding clause 5.2 above, the Fee constitutes the total and exclusive remuneration of the Company for the provision of the Services and no further fees shall be payable by the Supplier by virtue of this Contract.
- The above fees do not include VAT. Taxes other than VAT, duties, fines, withholding tax etc, shall be paid by the Contracting Parties in accordance with applicable Greek laws.
- METHOD OF PAYMENT
- The clearing of amounts due to Suppliers, as a result of bookings, promotional packages, discounts, coupons, gift cards and any other financial agreement between the Parties, shall take place within the last ten days of each month and the Company shall pay such amounts to Suppliers the first five days of the next month. The Company will deduct the Fee from the above amounts.
- As an exception, small amounts of money shall be paid to Suppliers, when the relevant amount reaches €50.
- The Company will bear the cost of any commissions from financial institutions for the execution of the related payments, with the exception of any foreign currency charges, which will be borne exclusively by the Supplier.
- This Contract shall enter into force for an indefinite time period following the Supplier’s submission of an Event proposal and its acceptance by the Company.
- This Contract may be terminated by either Party anytime and with immediate effect, for the following expressly stated reasons:
- By mutual agreement of the Parties.
- Immediately, by notice of termination by any Party, when the other Party by acts or omissions commits any breach of the provisions of the Convention.
- In the event that the other Party goes bankrupt or is found to have a proven cessation of payments or requests to be subject to any bankruptcy process or is generally unable to guarantee the smooth fulfillment of all its legal and contractual obligations.
Each Party shall have the right to terminate the Contract at any time, without notice, with a ten (10) days prior written notice to the Supplier.
Any termination of this Contract shall not nullify any of its provisions and shall not waive the obligation of the Parties to seek the continuation of the rights and obligations, which continue to produce legal effects even after termination.
If in its sole discretion the Company considers that a Supplier is acting in a way harmful to its interests, the Website or the Services, the Company has the right to restrict or suspend the Supplier’s account and access to the Services, to block access to hosted content, to block access to any discount and to take technical and legal measures to prevent the relevant Supplier from using the Website.
- The Parties acknowledge and agree that the personnel and any third party used by the Supplier to fulfill its obligations under this Contract are not personnel of the Company nor are they affiliated with the Company.
- Furthermore, the Parties agree that the Supplier, as sole employer of the personnel to be used for the performance of the Services, is obliged to employ personnel, which are legally located and working in the country and in accordance with applicable labor and social security legislation. In addition, the Supplier is required to pay salaries, wages and social security contributions of such personnel within the prescribed period and in no event shall the personnel employed by the Supplier have the right to demand payment for any of the above vis-à-vis the Company. The Supplier shall be solely responsible towards its personnel and collaborating third parties in case of violation of the above provisions.
- The Supplier is obliged to comply with the hygiene and safety rules provided for by applicable law and is solely responsible for the safety of the means used and the works performed, and consequently for any accident, damage, or damage to anybody, by reason of fault or negligence or lack of experience by the Supplier, its personnel or its assistants in the performance of the above tasks.
- The Supplier warrants that it will comply with the Terms and Conditions of the Events, booking, payment, cancellation and return, discounts, coupons and gift cards provided to Customers.
- The Supplier warrants that it has the relevant professional capacity as well as all necessary licenses and authorisations to organize and hold the Events. In addition, the Supplier guarantees that it has the necessary knowledge, experience and skills for the timely and appropriate performance of the Events.
- The Supplier warrants that the provision of its services and generally the fulfillment of its obligations hereunder does not violate any intellectual property rights of any third party. In case of failure to do so, the Supplier shall be exclusively liable, at its own risk and expenses, to take all necessary measures for ceasing any violations of intellectual property rights of third parties and indemnifying the Company of relevant claims.
- The Supplier warrants that it will not conduct practices which unfairly affect the interests of the Company, such as practices of unlawfully attracting customers off the Website or to competing businesses or practices that offend the Company’s reputation.
- LIABILITY – PENALTY CLAUSE
- The Supplier is liable to the Company and is obliged to fully recover any loss of the Company arising from a third party’s claim due to any breach of the Supplier’s obligations under this Contract.
- The Supplier warrants that it will indemnify and keep the Company harmless against any loss or threat of loss or consequential loss, costs and expenses arising from the breach of the Supplier’s obligations under this Contract. This term shall continue to apply after the expiration of this Contract.
- In any event of breach of the Supplier’s obligations towards Customers or the Company under this Contract, the Supplier will be subject to a penalty of 1.000€ per event, which may be withheld from amounts payable by the Company to the Supplier without prejudice to any other type of the Supplier’s liability towards Customers or the Company. The above penalty is accepted by the Parties as just and reasonable given the direct reliance of the Company’s reputation on the Supplier’s acts or omissions.
- FORCE MAJEURE
- The Contracting Parties shall not be liable to each other for any breach of the terms of the Contract or for their inability to fulfill their obligations under this Contract, provided that such failure is due to an event of force majeure.
- Causes of force majeure are any incidents for which the Party under force majeure bears no responsibility and cannot prevent their effects, such as: war, extreme weather conditions, foreclosures, fires, explosions, acts of sabotage, acts of Greek, European Union or other authorities with decisive powers.
- In case of force majeure, the Contracting Parties are obliged to take all necessary steps within their means to mitigate the impact of force majeure and comply with the terms of the Contract.
- The Party, which is prevented from fulfilling its obligations, shall notify the other Party about the existence of an incident of force majeure within a reasonable time and, in any case, not more than forty-eight (48) hours from such incident.
- In case of force majeure, the Supplier shall also notify its Customers immediately and in any event not later than (8) hours from the incident of force majeure. Furthermore, the Supplier shall take all necessary steps to mitigate the adverse effects of the occurrence of force majeure on the performance of its obligations under the Contract. If the Event is made impossible by force majeure, the Supplier shall immediately refund Customers with the relevant reservation Fee.
- If the event of force majeure lasts more than ten (10) days, either Party has the right to terminate this Contract with immediate effect.
- The Supplier is prohibited from making any use of the Confidential Information, Intellectual Works, Inventions, Trademarks, Designs, Techniques or Business Secrets of the Company either for its own purposes or for the benefit of any other company.
- The Supplier is obliged to avoid any harmful action against the Company and generally, any act or omission, which unduly damages the legitimate business interests of the Company.
- The Supplier is under an obligation of absolute secrecy and confidentiality to the Company during and after the termination of the Contract in any way and is, therefore, prohibited from using any information related to the deliverables for competitive purposes, such as source code, as well as the know-how and business secrets of the Company.
- The Supplier is prohibited from any use or disclosure to third parties of the Company’s business secrets and the know-how for its own benefit or third parties’ benefit.
- The Supplier shall be bound by strict confidentiality and shall not make or disclose to third parties without the Company’s written consent any data, information, documents and anything related to this Contract, the Services, the business methods, the equipment, the facilities and business activities, data or customer data or data and information that are covered by professional or other kind of secret or sensitive material (hereinafter “Confidential Information”) of the Company, which may be accessed as part of the performance of the Contract. The Supplier will use the Confidential Information solely for the performance of the Contract. The Supplier is required to ensure that its employees, executives, and subcontractors are aware of the confidential or secret nature of the Confidential Information of the Company and that they are also subject to confidentiality obligations similar to this article.
- The Supplier, as an independent data controller, is required to comply with applicable legislation about personal data protection regarding Customers’ personal data. It warrants and undertakes that it will abstain from any use, storage, processing and reproduction of the Customers’ data after the end of the Events.
- The Parties acknowledge and agree that this article is an essential term of the Contract. The Company, without prejudice to each other rights, may terminate the Convention immediately and without prejudice in the event of breach of the provisions of this article by the Supplier.
- The provisions of this article shall remain in force for at least five (5) years after the termination in any way of this Contract.
- SUBCONTRACTING ASSIGNMENT – ASSIGNMENT OF CLAIMS
- The Supplier is not allowed to assign the organization of the Events to any third parties or to assign rights and/or obligations to any third parties related to the Events without the express written consent of the Company. In the event of violation of this prohibition, the Supplier acknowledges, agrees and warrants that it takes full responsibility for the Events towards the Company and the Customers jointly with any third parties, without prejudice to its obligations towards the Company and its Customers under this Contract.
- The Supplier has the right to assign the performance of individual works or the provision of separate services in regard to the Events to subcontractors, without prejudice to its absolute liability towards the Company and the Customers, either directly or for the acts or/and omissions of its subcontractors.
- APPLICABLE LAW –COMPETENT COURTS
- This Contract is governed by and interpreted in accordance with Greek Law, without regard to its conflicts of law principles.
- In the event of a dispute concerning this Contract, such as its validity, performance, interpretation or termination, both Parties shall strive in good faith to come to an amicable settlement. Should this fail, the Parties agree that the only competent courts to resolve any disputes arising from this Contract shall be the courts of Athens.
- FINAL PROVISIONS
- This Contract is the product of the free will of the Parties and for this reason the Parties hereby waive any right to deny it for any reason whatsoever, as well as for those referred to articles 178 and 179 of the Greek Civil Code.
- This Contract covers in full what has been agreed between the Parties in relation to its subject matter and supersedes all prior written or oral agreements between them.
- The provisions of this Contract are all agreed to be essential. Proof against the terms of this Contract or the existence of any additional agreement, is permitted only in writing and any other means of proof is excluded, including the oath.
- Any modification of the terms of this Contract may be made only with the written agreement of the Contracting Parties, expressly prohibiting any express or implied modification or deletion of any term. Also, any agreement that waives the requirement to make written amendments should be made in writing.
- The waiver of any right arising out of this Contract shall apply only in writing, and the display of leniency or tolerance by any Contracting Party shall not create a precedent, nor shall it preclude a plea of full execution of any right arising therefrom.
- If any term or provision of the Contract is ruled by any court or accepted by the Contracting Parties to be contrary to the law or non-enforceable, the validity of the remaining provisions of this Contract shall not be affected by this fact. At the place of the annulled provisions, new provisions will be introduced in line with the financial purpose of this Contract.