Cooperation Agreement of the Etindo
Etindo operates the Internet Booking Platform www.Etindo.com, offering sightseeing tours and other touristic services and leisure activities. Visitors may view offers from suppliers on the platform and make bookings or make offers. Etindo takes the role of an intermediary between the visitor and the supplier. Etindo is not a contracting party between the visitor and the supplier.
Object of this cooperation agreement is solely the provision of the Etindo Booking Platform, based on the terms of this agreement. Etindo has no further obligations or liabilities. In order to to allow a correct execution of bookings on Etindo, 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 Etindo Booking Platform.
The supplier conducts sightseeing tours and other touristic services on his own responsibility. He is willing to promote these service products on the Etindo Booking Platform.
The supplier may register on Etindo. After registration and service upload to the Etindo booking platform, Etindo will check the eligibility of the services and of the supplier. Etindo will also negotiate a commission fee with the supplier. Etindo will activate the products on the Etindo Booking Platform, after positive conclusion of the eligibility check and the commission negotiation.
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.
General Terms for product offerings
The Etindo Booking Platform is provided in English. Etindo tries to have a very comprehensive product offering, yet the composition of the product offering is at Etindo's sole discretion, concerning the touristic service itself, as well as the geographical distribution of products.
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.
Manual Booking Processing (Make-Offer): The supplier has a timeframe of 48 hours to accept the request made by the customer. If the request is accepted, the contract between supplier and customer becomes effective and the booking is confirmed.
Automated Booking Processing (Free-Sale): Free-Sale booking is enabled by default, 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. Customer cannot made a booking less than 24 hours before the begin of the activity.
The supplier must fulfill any contracts concluded from the contingent.
The credit card of the customer is collected upon the booking just as guarantee. The supplier must collect the payment directly from the customer on the activity day. The supplier is liable for the details about his own payment mehod (cash, credit card or travel cheque). For cancellation outside the terms defined, the supplier can request the payment via the credit card of the customer.
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.
Etindo is not responsible for the accuracy of customer data.
General liability insurance
The supplier needs to possess a comprehensive general liability insurance, which insures the products that are offered on the Etindo 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 Etindo .
Specifications concerning the general liability insurance must be documented electronically and sent to the email address info@etindo .com. This includes: Name and address of the General Liability Insurance, number of the insurance policy and the insurance sum. Etindo reserves the right to take a look at the insurance policy upon request and demand proof of payment for the insurance premium.
The supplier guarantees Etindo that he complies with all legal preconditions and requirements for the products he offers and that he possesses all necessary allowances.
The supplier guarantees Etindo 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.
Qualification of the Guides
The supplier guarantees Etindo 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 Etindo.
Information provided to Etindo
The supplier informs Etindo 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 Etindo.
In such cases, Etindo may terminate the cooperation without notice.
The supplier specifies his product offerings according to the requirements on www.Etindo.com. The website also provides further clarification on the required quality standard. Products, which do not meet the requirements, may be deleted by Etindo without notice.
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.
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. Etindo has the right to delete such products at any time without notice. Claims for damages and other claims from Etindo, customers or third parties are explicitly reserved.
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. Etindo 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 Etindo about such requirements.
It must be clear from the product description that the supplier offers the products and services under his own name and responsibility. 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 Etindo is the supplier of the products or services, or that Etindo 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.
Displayed Content & Intellectual Property
The supplier owns all of the content and information he uploads on Etindo. 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 Etindo or a third party. The supplier is responsible for immediately removing content from the Etindo 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 Etindo the following permission: The supplier grants Etindo a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any IP content that he uploads on Etindo ("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).
Prices and dues
Product prices need to include all dues, taxes, fees, Etindo commission, 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.
All cancellations, on the part of the supplier and of the customer, have to be conducted on the Etindo Booking Platform.
Cancellations by the customer: If not stated otherwise by the supplier in the entry field "Email Booking Information," the customer is entitled to cancel his booking up to 8 workdays before the booked tour date, free of charge. There will be no payment to the supplier.
If a customer cancels an appointment between 7 and 0 days before the booked activity date, or if he does not attend the service, 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.
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 Etindo platform. In this case, the participating customers will be fully refunded.
Commission payment to Etindo
Etindo requires a commission of 20% of the selling price for handling the booking process.
The commission will be drawn from the amount paid to the supplier by a customer upon booking of a certain product.
The commission for Etindo 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.
Credit card fees, banking fees, etc.
The credit card and banking fees for customer payments to Supplier in case of cancellation are borne by Supplier.
The credit card and banking fees for payment transfers of the commission for Etindo from the supplier will be borne, as follows:
o Etindo bears the cost for its own bank/credit card organization
o The supplier bears the cost of his bank/credit card organization
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 fulfilled for any other reason, Etindo will inform the supplier immediately.
If a credit card payment is revoked after the fulfillment of the contract between supplier and the customer, Etindo will inform the supplier. Etindo 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. Etindo will forward this statement to the credit card organization.
Etindo 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. Etindo will convey these claims to the supplier, if possible.
The supplier will be notified via email upon payment.
Etindo creates an invoice for the supplier on the 5th of each month, taking into account all bookings that have been carried out during the previous month with the generated commission. The payment must be wired from the supplier's bank account to Etindos’s bank on the 5th of every month barring exceptional circumstances.
The supplier is responsible himself for the correct accounting to authorities.
If Etindo is for any reason subject to taxes or expenses in the country of the supplier in relation to his products or services, Etindo may terminate the cooperation with the supplier within 3 days. Such taxes or expenses may be deducted from the payments granted to the supplier.
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 Etindo be prosecuted because of a supplier's product, the supplier will help Etindo to defend any claims and sets Etindo free of any demands. Details are enclosed in number 27.
Damages caused by participating customers
Etindo is not liable by any means for damages participating customers cause to the supplier, other participating customers, or third parties. The supplier settles such affairs with the participating customer directly.
In order to exchange messages or to give the opportunity of making an offer between the customer and the supplier that are not meant for the general public, Etindo 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. Exchanging personal details to let the customer book outside Etindo System is prohibited and could incur in a supplier penalty or suspension.
Etindo is explicitly entitled to monitor Direct Messages and delete any which do not comply with these criteria.
General rules for communication
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 Etindo Booking Platform.
The supplier is required to handle all customer inquiries etc. received through Etindo exclusively on the Etindo Booking Platform. The supplier will neither directly nor indirectly urge a customer, who got in touch through Etindo, to book a product outside of the Etindo Booking Platform. If a prospective customer, who got in touch through Etindo, inquires to book a product outside of the Etindo Booking Platform, the supplier will refer him to the Etindo Booking Platform.
Should a supplier violate these provisions, the commissions on the contracts closed outside of the Etindo Booking Platform are payable, just as if they had been closed on the platform. Etindo may claim recompensation of costs and expenses arising from the prosecution of such violations. In such cases, the supplier always owes Etindo a minimum compensation of 100 EURO.
After the fulfillment of an activity, customers and suppliers have the opportunity to review a product and supplier/customer using Etindo'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 Etindo Booking Platform.
Customers are required, to provide only entirely proper and truthful reviews. Inaccurate, untruthful, offensive or otherwise unprofessional remarks may be deleted from Etindo. The provider is not entitled to delete certain statements. - If the provider becomes aware of abusive reviews, he should report them immediately to Etindo.
Functionality and Availability of the Platform
Etindo provides the Etindo 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 Etindo.
The suppliers themselves are responsible for the backup. Etindo is not liable for data loss.
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. Etindo reserves the right to provide certain information to authorities etc., if required by legal provisions. Etindo 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.
Etindo 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 Etindo servers.
Communication between Etindo and the supplier
All communication between Etindo and the supplier needs to be conducted via the Etindo Booking Platform. You may find Etindo'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.
Publication of supplier products
The supplier is informed within email and the Supplier Administration Area in which third party websites Etindo has integrated his products.
Responsibility for Content
The supplier is self-responsible for content submitted through his account, such as for instance product descriptions, forum entries etc. Etindo treats such content as external content.
Etindo also treats visitor and customer content, such as forum entries, reviews etc. as external content and excludes liability.
If Etindo is notified about or detects content that does not comply with this Cooperation Agreement and/or the "Terms and Conditions" general legal provisions, Etindo may partially or fully delete this content.
If the abusive content originates from a supplier, Etindo is entiteled to block access to or delete his account.
The supplier may only upload contents and data for which he owns the corresponding copyrights. 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 Etindo be prosecuted because of such content, the supplier will help Etindo to defend any claims and sets Etindo free of any demands.
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 Etindo: The supplier is liable with regard to Etindo 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 Etindo 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 Etindo 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.
Liability of Etindo
With regard to the supplier: Etindo 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 Etindo. 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
Etindo is under no legal title a party in the contract between supplier and customer. Etindo has with regard to the contracting parties, neither customer nor the supplier, an affirmative obligation to act in order to protect others. Etindo gives no promises to third parties.
Neither customer nor supplier may derive from their contract rights or obligations with regard to Etindo. Etindo is neither liable for the conduct of the customer or third party, nor for the conduct of the supplier.
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 Etindo, if certain circumstances prohibit further collaboration. These are in particular, but not exclusively products as described above, false information in the supplier account, forums, false promises to Etindo or the customer, failing execution of service offers without reason, disobedience of legal provisions and/or safety standards. In these cases Etindo will terminate the supplier account.
Place of Fulfillments
As place of fulfillment, the parties agree Sorrento, Italy.
Change of the given agreement
Etindo reserves the right to modify this agreement at any time. Etindo 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 Etindo 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.
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 Etindo, the Italy regulations 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.
Applicable law for the Contract between Supplier and Customer
The contract between supplier and customer is subject to applicable laws and the "Terms and Conditions"
Applicable Law for the contract Etindo - supplier and venue of jurisdiction
This Cooperation Agreement and any further legal relations are subject exclusively to Italian law.
Etindo di Vincenzo Gargiulo
Atten. Customer Care
Via Campitiello 10
80065 Sant’Agnello (Na)
This Cooperation Agreement is effective as of 01 May 2015