Terms of Service (B2B) | Swiss Activities

GENERAL TERMS AND CONDITIONS FOR SUPPLIERS VERSION 2.0 - 19.06.2023.

ORIGINAL VERSION IS THE GERMAN VERSION

1 SCOPE OF APPLICATION

Swiss Activities AG, Seestrasse 21, 8703 Erlenbach ("Operator") operates the website and travel platform https://www.swissactivities.com ("Platform"), which enables providers of travel activities (each a "Provider") to offer travel-related services and activities (the "Services") to potential customers (each a "Customer").

These Terms and Conditions for Providers ("Terms") govern the relationship between the Operator and the Provider. The Services to the Client are provided on the basis of a separate contract to be provided by the Provider between the Provider and the Client (the "Client Contract"). The Provider shall be solely responsible for all rights and obligations under the Client Contract and the provision of the Service.

2 OBLIGATIONS OF THE PROVIDER.

The Provider undertakes to:

Provide a complete and accurate description of the Services offered on the Platform, including the applicable Client Agreement, in downloadable form and in a format that is easily accessible to the Client
update the description without delay and inform the Platform if there is a change to the Services or if the Services are no longer offered
keep price and availability information up to date
to provide the Platform with images which may be used for commercial purposes on the Platform as well as on the social media channels of Swiss Activities free of licence fees
be solely and fully responsible for the provision of the Services in accordance with industry practice, the Client Agreement and all applicable laws and regulations
fully inform Clients of all risks associated with the Services and provide them in a timely manner with all information relating to the Services, such as appropriate equipment, itineraries, location information, etc.
deal with all queries and complaints from clients directly and promptly
take out comprehensive insurance covering all services provided
when using Channel Manager, provide the Operator with access to Supplier information and content relevant to the provision of the Services.

The Provider represents and warrants that

the Provider and its personnel involved in the provision of the Services have all necessary permits and licences and the necessary skills and training to provide the Services to the Customers in accordance with the Description
both the services and their description do not infringe the rights of third parties
the provider fully complies with applicable tax and accounting laws, including the proper issuance and retention of invoices and timely disclosure and payment of taxes and fees
all information provided in the registration process is accurate and up to date

3 BOOKINGS & CANCELLATIONS

Customers may view the description of the Provider's Services on the Platform and submit a request to book the Services for a specified number of Customers and a specified date and time in accordance with the availability displayed (a "Request"). The Request will be automatically forwarded to the Provider's email address.

Unless otherwise expressly and clearly stated by the Provider in the Customer Agreement and in the description of the Service, the Request shall be binding on the Customer for 24 hours and the Provider shall either confirm the Request to the Customer by email or send a rejection notice to the Customer within that timeframe. If the request is confirmed, the Client Contract is concluded. The client may cancel the client contract free of charge up to 24 hours before the specified start of the service. In the event of cancellation after this time or non-appearance of the client at the specified date and place, the full price is due.

The Provider may cancel the Services only for reasons clearly stated in the description of the Services and in the Client Contract (e.g. insufficient number of participants or bad weather) and in any case only with prior notice to the Client. In case of cancellation, the provider offers the client a full refund.

In the event of unjustified cancellation, non-performance or performance of the Services not in accordance with the Description, the Client may request a full or partial refund and the Operator may, irrespective of any refund, charge the Provider a Service Fee up to the amount of the Platform Fees due for the relevant Services.

4 FEES AND PAYMENT

All fees for Services (the "Service Fee") shall be stated by the Provider, including any applicable VAT and other charges, in a transparent manner. The Provider shall not require the Customer to make any additional payment of any kind for the Services. All Service Fees shall be paid by the Client via the payment options available on the Platform and the Provider shall not accept any means of payment from the Client other than those offered on the Platform.

5 PLATFORM FEES

The Provider shall pay to the Operator a fee (the "Platform Fee") equal to 9% of the Net Service Fee (i.e. the Service Fee less all applicable taxes and fees) plus CHF 0.30 Transactinon Fee and plus any applicable VAT. The platform fee is deducted directly from the service fee. The operator shall issue a monthly overview and invoice to the provider. If payment of the service fee is revoked by the client after delivery of the services (e.g. in the case of credit card payment), the provider is solely responsible for resolving the issue with the client and the client's payment service provider. If the Platform Fee payment is also revoked, the Operator may deduct the relevant amount from any future payment to the Provider or charge the Provider directly.

6 COMMUNICATION WITH THE CLIENT

The Provider may only communicate with the Client through the Platform and may not refer the Client to any other website of the Provider or any third party in connection with the Services or provide direct contact details to the Client. Any direct communication not related to the provision of the Services is prohibited, including any direct marketing after the provision of the Services. The Operator may monitor communications and delete any messages used to circumvent the messaging function of the Platform.

7 RATINGS

Clients may provide reviews of the Services through the Platform. Operator may respond to reviews and flag inappropriate reviews. The Provider shall decide, at its sole discretion, whether to delete or redact any inappropriate reviews.

8 RESTRICTIONS

Provider is expressly prohibited from doing any of the following:

Selling, sublicensing and/or otherwise commercialising any Platform Content.
using the Platform in a way that harms or could harm this Platform
use the Platform in a manner that interferes with other providers' or customers' access to the Platform
using this Platform in a manner contrary to applicable laws and regulations or in a manner that causes or is likely to cause harm to the Platform or any person or entity
engage in data mining, data harvesting, data extracting or other similar activities in relation to this Platform or while using this Platform
use the Operator's trademarks or logos without the prior written consent of the Operator.

OPERATOR'S LIABILITY.

The Platform is provided 'as is' and the Operator makes no warranty whatsoever in relation to this Platform, the frequency or volume of Bookings made through the Platform or the information and content contained on it.
To the extent permitted by law, the Operator shall not be liable for any loss or damage arising out of or in connection with the Platform.
The provision and purchase of the services is based on the customer contract between the provider and the customer and the operator disclaims any liability for this.

10 INDEMNIFICATION BY THE PROVIDER.

The Provider shall fully indemnify the Operator against all liabilities, costs, claims, causes of action, damages and expenses arising out of or in connection with any breach of any of the provisions of these Terms or the Client Agreement. This includes, but is not limited to, Channel Manager errors such as overbooking and infringements of Intellectual Property Rights by the Provider.

11 INTELLECTUAL PROPERTY

The Provider and its licensors own and retain all right, title and interest in and to the Platform, including trademarks, logos and user-generated data and content. The Provider is granted a licence to use the Platform in accordance with these Terms, subject to the limitations provided in these Terms.

The Provider grants the Operator a licence to use the Provider's name, logo and description of the Services to promote the Platform by any means the Operator considers appropriate.

12 DATA PROTECTION

The Operator and the Provider shall take reasonable organisational and technical measures to protect all Customer Information and shall process and use Customer Information only in accordance with applicable data protection laws.

13 TERM AND TERMINATION

These terms and conditions apply for the entire duration during which the provider offers its services via the platform.
The Operator may suspend or terminate the Provider's account at any time at its sole discretion, taking into account all current bookings and requests.

14 CHANGES The Operator reserves the right to amend these Terms and Conditions at any time by giving written notice to the Provider, which amendments shall be deemed to have been accepted by the Provider unless written notice of non-acceptance is served on the Operator within 30 days. In such event, the Operator may, at its sole discretion, terminate the Agreement with the Provider or continue on the basis of the previous terms and conditions.

15 VARIA Entire Agreement: These terms and conditions constitute the entire agreement and supersede all prior agreements between the parties relating to the subject matter of this Agreement.

Notes: Notices under this clause shall be given in writing to the last notified or available address. "In writing" includes email unless expressly stated otherwise.
No Assignment: Neither party shall assign any of its rights, obligations or claims under these Conditions.
Salvatory Clause: If any provision of these Terms is found to be illegal, invalid or otherwise unenforceable (in whole or in part), the other provisions shall remain in full force and effect mutatis mutandis.
Applicable Law & Jurisdiction: These Terms shall be governed by and construed in accordance with Swiss substantive law and shall be subject to the exclusive jurisdiction of the courts of the City of Zurich.

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