Legal
Cooperation Agreement Print version
Cooperation Agreement of the GetYourGuide AG, Zurich
Version 8th April 2009, translation of the german version.
Introduction
GetYourGuide operates the Internet Booking Platform www.getyourguide.com, offering sightseeing tours and other touristic services and leisure activities. Visitors may view offers from suppliers on the platform and make bookings. GetYourGuide takes the role of an intermediary between the visitor and the supplier. GetYourGuide is not a contracting party between the visitor and the supplier.
Object of this cooperation agreement is solely the provision of the GetYourGuide Booking Platform, based on the terms of this agreement. GetYourGuide has no further obligations or liabilities. In order to to allow a correct execution of bookings on GetYourGuide, 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 GetYourGuide 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 GetYourGuide Booking Platform.
The supplier may register on GetYourGuide. After registration and product upload to the GetYourGuide booking platform, GetYourGuide will check the eligibility of the products and of the supplier. GetYourGuide will also negotiate a commission fee with the supplier. GetYourGuide will activate the products on the GetYourGuide Booking Platform, after positive conclusion of the eligibility check and the commission negotiation.
In the course of registration at GetYourGuide, the supplier accepts the present cooperation agreement, the "General Terms of Use and Privacy Statement of GetYourGuide AG“ and the "General Terms of Business of GetYourGuide AG and of the Suppliers of Tours and other Touristic Services“.
GetYourGuide is absolutely free whether to admit a certain supplier to the GetYourGuide Booking Platform or not. GetYourGuide may refuse admission without giving reasons.
The supplier needs to keep the data in his „Supplier Account“ up to date at any time. GetYourGuide will send messages to the e-mail address, which is stated in the Supplier Account.
The supplier may only sign up for one Supplier Account. It is mandatory to use official names (as stated in public registries or licences). GetYourGuide may terminate the cooperation without notice, if a supplier opens several Supplier Accounts, uses pseudonyms or incorrect names. The account is not transferable and may only be used for proprietary product offerings.
GetYourGuide is by no means responsible for any damages to the supplier, due to outdated supplier information and data.
GetYourGuide does not compensate the supplier for costs and expenses arising from registration, product upload or product editing/management.
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
The GetYourGuide Booking Platform is provided in German and English. The product offering contains sightseeing tours and other touristic services of all kind. GetYourGuide tries to have a very comprehensive product offering, yet the composition of the product offering is at GetYourGuide’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 products without prior registration. If the visitor is interested in a specific product, he will register and send an according request to the supplier.
4.1 Manual Booking Processing (‚On-Demand’)
The supplier has a timeframe of 48h to answer the request. In particular, he may accept or decline the request. The supplier will answer the request of the prospective customer through the GetYourGuide Platform within the given timeframe of 48h. If the supplier accepts the request, the contract between supplier and customer becomes effectve and the booking is confirmed.
4.2 Automated Booking Processing (‚Free Sale’)
Within the scope of the additional agreement „Free Sale“, it is possible to arrange an automated booking process. In this case, 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.
4.3
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 requird to check the e-mail stated in the Supplier Account at least once per day.
GetYourGuide takes care of the customer payment collection and will assure payment on the Booking Platform through a secure payment solution provider. It is at GetYourGuide’s sole discretion to choose a payment solution provider. GetYourGuide is not liable by any means for customer payments.
Payments are currently handled by Moneybookers (www.moneybookers.com).
GetYourGuide 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 GetYourGuide 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 GetYourGuide.
Specifications concerning the general liability insurance must be documented electronically and sent to the e-mail address supplier@getyourguide.com. This includes: Name and address of the General Liability Insurance, number of the insurance policy and the insurance sum. GetYourGuide 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 GetYourGuide that he complies with all legal preconditions and requirements for the products he offers and that he possesses all necessary allowances.
The supplier guarantees GetYourGuide 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 GetYourGuide 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 GetYourGuide.
8. Information provided to GetYourGuide
The supplier informs GetYourGuide 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 GetYourGuide.
In such cases, GetYourGuide may terminate the cooperation without notice.
9. Product Offerings
9.1
The supplier specifies his product offerings according to the requirements on www.getyourguide.com. The website also provides further clarification on the required quality standard. Products, which do not meet the requirements, may be deleted by GetYourGuide 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. GetYourGuide has the right to delete such products at any time without notice. Claims for damages and other claims from GetYourGuide, 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 no longer valid products must be deleted immediately. GetYourGuide 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 GetYourGuide 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 GetYourGuide is the supplier of the products or services, or that GetYourGuide 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 of occuring changes. The supplier alone is responsible for correct product descriptions and prices.
10. 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.
11. Cancellations
All cancellations, on the part of the supplier and of the customer, have to be conducted on the GetYourGuide Booking Platform.
11.1 Cancellations by the customer
• If not stated otherwise by the supplier in the entry field "Voucher Information", the customer is entitled to cancel his booking up to 4 workdays before the booked tour date free of charge. There will be no payment to the supplier
• If a customer cancels an appointment between 3 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 cancelation possibilities are exempt from these regulations.
11.2 Cancelations 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 GetYourGuide platform. In this case, the participating customers will be fully refunded.
12. Commission payment to GetYourGuide
GetYourGuide requires a commission for handling the booking process.
The commission will be drawn from the amount paid to GetYourGuide by a customer upon booking of a certain product. If no payment is credited to GetYourGuide (e.g. revocation of credit card payment), there will be no commission credited to GetYourGuide.
The commission for GetYourGuide 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.
13. Credit card fees, banking fees etc.
The credit card and banking fees for customer payments to GetYourGuide are borne by GetYourGuide.
The credit card and banking fees for payment transfers to the supplier will be borne, as follows:
• GetYourGuide bears the cost for its own bank/credit card organization
• The supplier bears the cost of his bank/credit card organization
14. 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, GetYourGuide will inform the supplier immediately.
If a credit card payment is revoked after the fullfilment of the contract between supplier and the customer, GetYourGuide will inform the supplier. GetYourGuide 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. GetYourGuide will forward this statement to the credit card organization.
GetYourGuide is not obliged to take legal measures of any kind against a customer, who does not pay for a certain service or cancelation, or who revokes a credit card payment. GetYourGuide will convey these claims to the supplier, if possible.
15. Billing
The supplier will be notified via e-mail upon credit entry from the customer.
GetYourGuide creates a payroll for the supplier on the 5th of each month, taking into account all bookings that have been carried out up to 5 woking days before the 5th.
Fees for usage will be deducted from the customer payments.
The amount transferred by GetYourGuide to the supplier includes all taxes, duties, fees, etc. Possible taxes, duties, fees etc. which have to be paid in the country of the supplier, are solely at the supplier’s expense.
GetYourGuide only transfers amounts of at least CHF 100 (Swiss Francs). If in a certain month the amount of 100 CHF is not reached, GetYourGuide is entitled to postpone the payment, untill the amount of CHF 100 is reached.
GetYourGuide pays the balance using the services of the electronic payment provider Moneybookers (www.moneybookers.com). The supplier will be notified via e-mail as soon as the money is credited to his account.
The supplier is responsible himself for the correct accounting to authorities etc.
If GetYourGuide is for any reason subject to taxes or expenses in the country of the supplier in relation to his products or services, GetYourGuide may terminate the cooperation with the supplier within 3 days (with the exception of Switzerland). Such taxes or expenses may be deducted from the payments granted to the supplier.
16. 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 GetYourGuide be prosecuted because of a supplier’s product, the supplier will help GetYourGuide to defend any claims and sets GetYourGuide free of any demands. Details are enclosed in number 27.
17. Damages caused by participating customers
GetYourGuide 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.
18. Forum "Questions"
18.1
There is a forum called „Questions“ available for each uploaded product offering. This forum serves to facilitate the communication between potential customers and the supplier. It should be used for the clarification of specific customer questions that are important to know before booking. The question needs to be relevant with regard to the service offered and needs to be truthfully answered by the supplier within 3 working days, if reasonable. The entries need to be purely fact and product based.
18.2
The forum serves exclusively to clarify product related questions. It is not allowed to close a contract, cancel a booking or exchange private messages in the forum. Such events are not relevant for GetYourGuide. Bookings and cancelations may only be conducted through the given functionalities on the GetYourGuide Booking Platform.
GetYourGuide is explicitly entitled to delete forum entries that do not comply with these criteria.
19. Direct Messages
In order to exchange messages between the customer and the supplier that are not meant for the general public, GetYourGuide offers the „Direct Message“ functionality. Direct Messages are exclusively meant for information concerning the service offering and its execution. Personal or not product relevant messages must not be exchanged through the Direct Message functionality. Contracts and cancelations may not be closed through the Direct Message functionality.
GetYourGuide is explicitly entitled to inspect Direct Messages and delete those, 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 GetYourGuide Booking Platform.
20.2
The supplier is required to handle all customer inquiries etc. received through GetYourGuide exclusively on the GetYourGuide Booking Platform. The supplier will neither directly nor indirectly urge a customer, who got in touch through GetYourGuide, to book a product outside of the GetYourGuide Booking Platform. If a prospective customer, who got in touch through GetYourGuide, inquires to book a product outside of the GetYourGuide Booking Platform, the supplier will refer him to the GetYourGuide Booking Platform.
20.3
Should a supplier violate these provisions, the commissions on the contracts closed outside of the GetYourGuide Booking Platform are payable, just as if they had been closed on the platform. GetYourGuide may claim recompensation of costs and expenses arising from the prosecution of such violations. In such cases, the supplier always ows GetYourGuide a minimum compensation of 100 CHF.
21. Review System
After the fullfilment of an activity, customers have the opportunity to review a product and supplier using GetYourGuide’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 GetYourGuide Booking Platform.
Customers are required, to provide only entirely proper and truthful reviews. Inaccurate, untruthful, offensive or otherwise unprofessional remarks may be deleted from GetYourGuide. The provider is not entitled to delete certain statements. - If the provider becomes aware of abusive reviews, he should report them immediately to GetYourGuide.
22. Functionality and Availability of the Plattform
GetYourGuide provides the GetYourGuide Booking Platform in the given released version and with the corresponding functions (is provided on an „AS-IS“ and „AS-AVAILABLE“ basis). 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 GetYourGuide.
The suppliers themselves are responsible for the backup. GetYourGuide 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. GetYourGuide reserves the right to provide certain information to authorities etc., if required by legal provisions. GetYourGuide 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.
GetYourGuide 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 GetYourGuide servers.
24. Communication between GetYourGuide and the supplier
All communication between GetYourGuide and the supplier needs to be conducted via the GetYourGuide Booking Platform. You may find GetYourGuide’s contact data under the heading „Contact / Hotline“. The contact data entered on the supplier account will be used as the supplier contact data.
E-Mails must include the name and e-mail address of the sender, as well as the date of dispatch (date and time).
The supplier is aware, that confidentiality for transmission of unencrypted data over the internet cannot be guaranteed.
An e-mail 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 GetYourGuide has integrated his products.
26. Responsability for Content
The supplier is self-responsible for content submitted through his account, such as for instance product descriptions, forum entries etc. GetYourGuide treats such content as external content.
GetYourGuide also treats visitor and customer content, such as forum entries, reviews etc. as external content and excludes liability.
If GetYourGuide is notified about or detects content that does not comply with this Cooperation Agreement and/or the "General Terms of Business of GetYourGuide AG and the Suppliers of Tours and other touristic Services" or the "General Terms of Use and the Privacy Statement of GetYourGuide AG" general legal provisions, GetYourGuide may partially or fully delete this content.
If the abusive content originates from a supplier, GetYourGuide is entiteled 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 GetYourGuide be prosecuted because of such content, the supplier will help GetYourGuide to defend any claims and sets GetYourGuide 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 GetYourGuide
The supplier is liable with regard to GetYourGuide 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 GetYourGuide 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 GetYourGuide 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 GetYourGuide
With regard to the supplier
GetYourGuide is liable according to the applicable law. The liability for auxiliary persons is excluded (Article 101 Swiss Obligation Code). The liability for personal actions is only given in the case of intent or gross negligence on the part of GetYourGuide AG. The liability for slight negligence is excluded (Art. 100 paragraph 1 and 2 Swiss Obligation Law).- 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
GetYourGuide is under no legal title a party in the contract between supplier and customer. GetYourGuide has with regard to the contracting parties, neither customer nor the supplier, an affirmative obligation to act in order to protect others. GetYourGuide gives no promises to third parties.
Neither customer nor supplier may derive from their contract rights or obligations with regard to GetYourGuide. GetYourGuide 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 GetYourGuide, 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 GetYourGuide ort he customer, failing execution of service offers without reason, disobeyance of legal provisions and/or safety standards. In these cases GetYourGuide will terminate the supplier account.
30. Place of Fulfilment
As place of fulfilment, the parties agree Zurich, Switzerland.
31. Change of the given agreement
GetYourGuide reserves the right to modify this agreement at any time. GetYourGuide will notify the supplier with a message to his supplier account and about any changes in this agreement. The supplier has 21 calendar days to accept or reject the revised agreement. The supplier may accept via e-mail or by silence. If GetYourGuide 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 21-day period.
32. 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 working days, times and deadlines in the relationship with GetYourGuide, the regulations of the Canton of Zurich are authoritative. In reference to timing, the time zone UTC+1 (UTC+2 during daylight saving time, Middle European Time Zone) is authoritative.
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.
33. Applicable law for the Contract between Supplier and Customer
The contract between supplier and customer is subject to the applicable law and the „Terms of Business of GetYourGuide AG and of the supplier of tours and other touristic services“.
34. Applicable Law for the contract GetYourGuide - supplier and venue of jurisdiction
This Cooperation Agreement and any further legal relations are subject exclusively to Swiss law. The agreement of the United Nations Convention on the International Sale of Goods (Vienna Sales Convention) is explicitly excluded.
As exclusive venue of jurisdiction Zurich, Switzerland is agreed.
GetYourGuide AG (Incorporation)
Technoparkstrasse 1
8005 Zurich
Switzerland
