Terms and conditions for operators

Terms and conditions for operators of touristic services

Massai Project Travel, S.L., a private limited company, with corporate domicile at Avda. Cortes Valencianas, 58, 46015 Valencia, and tax identification number (“NIF”) number B-87849600 ("Tripnastic" or "us") operates an Internet booking platform accessible via the www.tripnastic.com website or mobile application Tripnastic ("Platform"). The Platform allows local tour operators and activity organizers (“Operators” or “Local Operators”) (i) to offer sightseeing tours, leisure activities, and other tourism services ("Service(s)" or “Touristic Service(s)) to end customers ("Customer(s)" or “Traveler(s)”), and (ii) to conclude contracts directly with Customers for such services in order for the Operator to provide the Services to the Customers.

Tripnastic only provides the Platform to allow Local Operators to offer and to sell their Services (Tours & Activities) directly to Customers.

Tripnastic acts under the authorization and accreditation of Local Operator (Provider of the Services to the Customers) to operate the Platform as it does, which the Operator hereby confirms. Tripnastic -through an intermediary agreement with the Customer- enables the commercial offer and the purchase of Services from Operator by that Customer; however, in no event shall Tripnastic be deemed to be a party to any agreement whereby a Customer purchases Services from Local Operator (this last agreement shall be referred hereinafter as the “Travel Agreement”).

1.     Scope of Application of these Terms and Conditions

These terms and conditions (“Conditions” or “Contract”) apply to every relationship between the Local Operator and Tripnastic, wherever through the website or through the mobile application, e-mail or phone, and constitute the Contract between Tripnastic and the Local Operator (notwithstanding any particular conditions which said parties might also agree, which would also be a part of the Contract, should these be legitimately accepted and subscribed by the authorized Operator or its legal representative, and which shall prevail in case of contradiction over the general condition at issue). These Conditions govern the relationship between the Local Operator and Tripnastic only. Amendments to these Conditions, which are issued according to section 24 below, are also a part of the Contract. The relationship between Customers and the Local Operators and the relationship between Tripnastic and Customers is not governed by this Contract. The latter is governed by Tripnastic’s Global Terms and Conditions accessible at https://www.tripnastic.com/terms.

 

2.     Registration of the Local Operator

1.         Upon registering on the Platform, the Local Operator is entitled to offer his Services (Tours & Activities) through the Platform. In the course of registration on the Platform, the Local Operator accepts the Conditions. By clicking the “I Agree with the Terms of Use and Privacy Policy” button, the Local Operator agrees that it has read and understood the Conditions, and agrees to be bound by the Conditions (and, therefore, by the Contract as well as the Privacy Policy including the Cookies Policy).

2.         By registering on the Platform and accepting these Conditions as described above (which is a consent and validity requirement in order for the Contract to be legally binding between the parties to it), the Operator represents and warrants that it has the legal capacity, which is legally required to validly enter into a contract under the terms of these Conditions and provide the Services, and, should he or she be acting in the name and on behalf of a Local Operator which is a company, that he or she is empowered to bind the company as part of this Contract and as Services Provider, according to the applicable law.

3.         Tripnastic is not responsible for verifying the identity, authenticity, or credentials of the individual registering on the Platform or the legal capacity of the person which acts as the legal representative of the Operator.

 

3.     Operation of the Platform

1.         Local Operator authorizes Tripnastic, directly, to (i) offer Services to Customers on Operators’s name and behalf, (ii) conclude contracts with Customers in the name of and on behalf of Operator and (iii) collect payments from Customers for the Services. Local Operator further authorizes Tripnastic’s third party payment service provider (“Payment Service Provider”) and any other third party authorized by us to process data required to permit the transfer of funds to and from Operator’s payment instruments or accounts, and that Tripnastic transfers the corresponding data to said providers, or as otherwise required in order to operate the Platform.

2.         Tripnastic facilitates the negotiation of the sale of Services between Customers and the Local Operators by way of the Platform that contributes to increase the different Operators´ goodwill, promote the Operator’s Services, and generally encourage Customers to place orders with Local Operators.

 

4.     Tours’ offers and duties of the Local Operator

1.         The Local Operator shall enter the data of the Tours and Activities into the Operator Account. He is responsible for ensuring that the provided information is always up-to-date, especially when referring to itineraries, included/not included services, available dates and prices. Tripnastic reserves the right to delete from the Platform the tours or Services which are not duly up-to-date

 

 

It must be clear from the Service description that the Local Operator offers the Tours and Activities in his own name and in his own responsibility (and not on anyone’s behalf, including Tripnastic). The Tours and Activities must be offered under the generally used company and brand name. There must not be the impression, neither directly nor indirectly, that Tripnastic is the Local Operator of the Services.

 

2.         Tripnastic  is entitled to give a discount on the Service price - at its own cost -up to the level of the commission referred to under section 11 below- to members of a closed user group.

 

3.         The Local Operator represents and warrants that all information with regard to its tours or activities shall at all times be true, accurate and not misleading. The Local Operator shall update the uploaded information as timely as required for guaranteeing the accuracy of the information provided at any time.

 

4.         The Local Operator may be held liable for all Customers’ claims based upon alleged inaccuracies of the uploaded information as displayed on the Platform (such as information about Services or prices). The Local Operators shall include the information on the Services in English and Spanish, further to the local language of the country where the Services shall be rendered. The Local Operators are responsible for the accuracy of the information in the language version as submitted by way of their Operator Account. To the extent the Local Operator is aware or may be expected to be aware of any inaccuracy in any language version of the uploaded information, the Local Operator shall inform Tripnastic immediately.

 

5.         The Local Operator represents and warrants (i) that all Services shall only be rendered in compliance with all applicable laws, in particular with the laws of the country of the Operator´s residence or in compliance with all applicable laws of the country the Services are rendered in (depending on which of them both is applicable at any time), (ii) that it is a local operator of touristic services legally incorporated and with the legal capacity to offer and render the Services and (iii) to have all required authorizations, licences and insurances, and has constituted the guarantees and deposits required by the applicable laws, to operate tours and touristic activities in the corresponding destinations, to offer and render the Servicies and to comply with its contractual obligations and these Conditions. Upon request, the Local Operator will provide respective evidence and documentation that it complies with the laws applicable to the rendering of the Services, including (but not limited to) copies of permits and licences.

 

6.         PRE-CONTRACTUAL INFORMATION: The Local Operator represents and warrants that he will provide Customers with all necessary information for the execution of the Services when offering the Services (e.g. meeting point and time, clothing, equipment, etc.). Such information shall not be amended once the Customer has completed the booking process, unless Customer and Local Operator otherwise agree in accordance with the applicable laws. In any case, the amendments shall not verse on the price of the Services.

 

In particular, when offering the Services, the Local Operator shall provide -in a clear, comprehensive and highlighted way- and, at least also in English, the following information about the Services shall this information apply to the specific Services offered (the Local Operator represents to understand that this information is binding according to law): a) Destinations and means of transport (excluding international means of transport, which shall be on Customer’s choice and cost), indicating their characteristics and class; b) Duration, itinerary and travelling calendar; c) List of accommodation facilities, indicating their kind, situation, category or level of confort, and main characteristics, as well as their homologation and touristic classification in such countries with such a classification; d) The number of meals which are included, if applicable, and the drinks, or if any of them is not included in the services; e) The general information which is applicable to the citizens of the European Union as to passports and visa, and the required sanitary formalities related to the tour, activity, travel or stay; f) Complete final price of the Services, including the applicable taxes; g) Indication whether a minimum of inscriptions is required and, if so, the deadline for informing the Customer in the event of cancellation; h) Clauses which shall be applicable to possible liabilities, cancellations and other conditions of the Services; i) Name and domicile of the Local Operator and j) Any other relevant information as to the offered Services.

 

7.         TRAVEL AGREEMENT AND ADDITIONAL INFORMATION: Once the Customer’s booking is confirmed within the term referred to under section 5 below, the Customer will receive an email with the booking confirmation, which shall include the pre-contractual information on the Services referred to above and, in particular, the following information, which the Operator shall have provided in advance so that it can be provided to the Customer once he receives the booking confirmation (the booking confirmation constitutes the Travel Agreement between the Customer and the Operator): a) The destination(s) included in the Services; b) In the event of the stay’s splitting, the different periods and dates;  c) The means of transport, characteristics and category of the means of transport which are going to be used (excuding the international once which are on Customer’s choice and cost); d) The dates, hours and places of departure and return, as well as timetables and stops, if applicable; e) If the Service includes accommodation, its situation, touristic category and main characteristics, homologation and touristic classification in such countries with such a classification, as well as the number of meals served; f) The required minimum of inscriptions if applicable, and, if so, the deadline for informing the Customer in the event of cancellation (which shall be at least ten days prior to start of the Services); g) The itinerary; h) The guided visits, tours or other services included; i) The price of the Service; k) The cancellation costs; l) Customer’s duty to inform about any infringement of the Travel Agreement, by email or in writing; m) If children are traveling or staying abroad, information that allows a direct contact between these and the people in charge of their stay; n) Legal limitation period for claiming based on infringements or poor performance of the Services included in the Travel Agreement (which is two (2) years) and i) Any special request made by the Customer when booking.

 

8.         The Local Operator shall check the e-mails or messages appearing in the Operator Account at least once per day. The Local Operator is responsible for including its particular general terms and conditions when uploading its tours and activities, this notwithstanding any of the Operator’s information Obligations referred to above.

 

9.         The Local Operator is fully responsible for the conduct of the tours’ guide with regard to Customers or other persons who legitimately use the Services.

 

10.       The rates, availability, amenities, and restrictions of the Service, and mandatory fees the Local Operator makes available through the Platform have to be equal to or better than those wich the Local Operator makes available through its own channels or any third party channels. Customers who book a Service through the Platform will be treated at least as well as Customers that book through Local Operator’s own or any third party channels.

 

11.       The Local Operator shall contract a comprehensive general liability insurance, which insures all Services that are offered through the Platform. It is obligatory for the Operator to agree upon an insurance sum (either through said insurance or any other deposit which the corresponding touristic authorities require), that is appropriate for the given booking volumes and risk, including the cover of potential claims of unhappy Customers, so that the Operator is able to respond of the rendering of the Services and in particular the refund of the paid amounts. Specifications concerning the general liability insurance must be documented electronically and shall be uploaded within the Operator’s Account. This includes: name and address of the General Liability Insurance, number of the insurance policy, and the insurance sum.

 

12.       The prices provided by the Local Operator through the Operator Account for his offers and Services shall, if applicable, include and show separately VAT, sales taxes and such other applicable national, governmental, provincial, state, municipal or local taxes or levies. It is not legitimate to ask Customers to pay any further salaries, taxes, dues, commissions or cover other expenses, upon the execution of the Service.

 

The Local Operator is obliged to provide Customers with a proper invoice through the Platform. Tripnastic will provide the Operator with a model of invoice with the data of the Local Operator, this notwithstanding the fact that the Operator is liable for the fulfilment of the applicable tax requirements when invoicing,  

 

5.     Booking Procedure through Tripnastic

1.         All visitors to the Platform will have the opportunity to view the offered Services without prior registration. If the visitor is interested in a specific Service, he or she will sign up with his or her email address or Facebook or Google+ account, then make a booking and the Local Operator will be duly notified of such requested booking. The pre-contractual information referred to under section 4.6. above shall be available for the Customer when he or she completes the registration process, the latest.

2.         The Local Operator has a timeframe of 24 (twenty-four) hours upon receipt of the booking request in his e-mail inbox to accept the request (this notwithstanding the possibility to offer a check with immediate booking and, therefore, immediate confirmation of the booking). If the request is accepted, the contract between the Local Operator and Customers (Travel Agreement) becomes effective and the booking is confirmed.

3.         Tripnastic is not responsible for the accuracy and/or completeness of Customer-related data.

6.     Displayed Content & Intellectual and Industrial Property

The Local Operator grants Tripnastic a non-exclusive, royalty free and worldwide right and license (or sublicense as applicable):

1.         to use, reproduce, have reproduced, distribute, sublicense, communicate and make available in any method and display the intellectual and industrial property rights of and in the content submitted through the Operator Account (or otherwise disclosed, sent or made available to Tripnastic) pursuant to these Conditions and which are necessary for Tripnastic to exercise its rights and perform its obligations under these Conditions;

2.         to use, reproduce, have reproduced, process, distribute, sublicense, display and utilize (including without limitation to publicly perform, modify, adapt, communicate, reproduce, copy, translate and make available to the public in any manner whatsoever) the content provided through the web or app or otherwise disclosed, sent or made available to Tripnastic.

3.         The Local Operator is liable for any claim of third parties related to copyright infringements of content he has provided to Tripnastic.

 

7.     (Online) Marketing and PPC advertising

1.         Tripnastic is entitled to promote the Services of the Local Operator using the Operator´s name(s) in online marketing, including e-mail marketing and/or pay-per-click (PPC) advertising.

2.         It is at Tripnastic´s sole discretion how to advertise the offers of the Local Operator on the Platform or on third party websites and in online affiliate networks, including but not limited to ranking and promotion. Should the Local Operator offer competitive pricing, Tripnastic will try to show the Local Operator’s content in an outstanding place at the web (however, this decision is at Tripnastic’s sole discretion).

3.         Tripnastic runs online marketing campaigns at its own cost and discretion.

 

8.     Responsibility for Content

1.         The Local Operator is responsible for content submitted through the Operator Account, such as for instance descriptions of Tours or Activities, pictures, dates, rates, etc. as well as for all the terms and conditions of the Operator related to the Services. Tripnastic treats such content as external content, excluding any liability of Tripnastic as to said content.

2.         Tripnastic also treats the content of the Customers who access the web and/or register and/or make a booking, such as forum entries, reviews, etc. as external content and excludes any liability of Tripnastic as to said content.

3.         If Tripnastic is notified about or detects content that does not comply with these Conditions or any other legal provisions, or otherwise infringes any third parties’ rights, Tripnastic may partially or fully delete this content or block access to it, provided that the breach of such rules is not remedied by the Local Operator immediately after our notice. If the abusive, illegal or wrong content originates from a Local Operator, Tripnastic is entitled to block access to said Operator or delete the respective Operator Account.

4.         The Local Operator may only upload content and data for which he owns the corresponding (copy) rights or intellectual or industrial property rights. Such information must not abuse privacy rights of Customers, third parties, etc. and needs to comply with the applicable laws and other legal requirements, including but not limited to laws on advertising, data protection laws, Spanish Law 34/2002, of 11 July 2002, on Information Society and Electronic Commerce Services and applicable laws on tourism.

 

9.     Cancellations

1.         The Local Operators shall indicate the terms, costs and other cancellation conditions of their Tours and Activities among the information that they are obliged to display according to section 4 above. The Operator is the only responsible party for these conditions, and shall keep Tripnastic harmless for any claim that it receives from Customers (related to the Operator’s cancellation policies or in relation of any rights that the Customer may have in accordance with the applicable laws on customers’ and users’ matters).

 

2.         In the event a Customer validly exercises his or her cancellation right according to the Operator cancellation policies, or any Tripnastic cancellation policies, or the applicable laws on consumers’ and users’ matters: (i) if the Customer has already paid the corresponding booking amount to Tripnastic, and Tripnastic has already transferred it to the Local Operator, the Local Operator shall reimburse it to Tripnastic (for the reimbursement of the payment to the Customer), (ii) if the Customer has already paid the corresponding booking amount to Tripnastic, but Tripnastic has not transferred it to the Operator yet, Tripnastic shall keep the corresponding amount and return it to the Customer and (iii) if the Customer has not paid the booking amount yet to Tripnastic, Tripnastic is not obliged to transfer any amount to the Operator or the Customer.

 

If the Customer exercises his or her cancellation right and has the right to the reimbursement of the amounts, but with a penalty, Tripnastic has a right to receive the commission referred to under Section 11 below, in proportion to the amount of said penalty.

 

3.         In the event the Local Operator cancels a booking for whatever reason he shall fully refund Customers (through Tripnastic), unless otherwise agreed between the Local Operator and Customer, and notwithstanding next paragraph 4. Should the Customer claim the full amount regardless of what has been agreed upon, and/or additional compensations based on said cancellation by the Operator, the Local Operator is responsible for the payment of all these amounts. As to the payments between the parties in such events, paragraph 2 above applies.

 

4.         Tripnastic provides costly and intensive efforts to market Services to Customers (online and offline). Therefore, if Local Operator unjustifiably or with negligence fails to deliver or in the execution of the Services or cancels Services that have been booked by Customers (except for Force Majeure, as defined below), Local Operator agrees that Tripnastic may (i) make a full refund to the affected Customer (at Operator’s cost), and (ii) deduct the amount of the refund plus a contractual penalty from any amount due Operator hereunder. The contractual penalty shall be five percent (5%) of the gross selling price of the Service on the Platform for each affected Customer. As to the payments between the parties in such events, paragraph 2 above applies.

 

Tripnastic may at its discretion decide not to apply the above referred penalty (in whole or in part), if Local Operator provides alternative Services which are equal or better as the initial ones for the same dates. Likewise, the Local Operator agrees that the Customer may have the right to claim for the amendment of the Services (alternatively to the cancelling of the Travel Agreement) in equal conditions as the conditions of the initial Services. If such an equivalence is not possible, the Operator agrees that the Customer may have the right to claim for a price reduction. Should the Customer validly exercise said right, the Operator shall reimburse the Customer (through Tripnastic) the corresponding part of the price. As to the payments between the parties in such events, paragraph 2 above applies, notwithstanding Tripnastic’s right to its commission in the amount that corresponds.

 

In case of “Force Majeure”, which are circumstances beyond the Parties’ reasonable control, including without limitation, natural catastrophe, war, act of terrorism, interruption of electricity and strikes and any other event considered as “Force Majeure” according to the Spanish Civil Law, either Party may suspend or end this Contract. In the event that Local Operator cancels the Service due to the occurrence of Force Majeure, he must notify Tripnastic immediately. As to the payments between the parties in such events, paragraph 2 above applies.

 

10.  Customer Complaints

Complaints or claims in respect of (the Service offered, rendered, or provided by) the Local Operator or specific requests made by Customers are to be dealt with by the Local Operator as Tripnastic is not responsible for and disclaims any liability in respect of the Services.

 

Tripnastic may at any time and at its sole discretion (a) offer Customer (support) services to a Customer, (b) act as intermediary between the Local Operator and Customers, (c) provide - at the costs and expenses of the Local Operator – an alternative service of an equal or better standard in the event of an overbooking or other material irregularities or complaints in respect of the offered or provided service in accordance with the above paragraph, or (d) otherwise assist Customers in their communication with or actions against the Local Operator. Tripnastic is not liable in relation with any claim from Customers related to the Services.

 

11.  Commission Payment to Tripnastic

1.         Tripnastic has the right to receive a commission for each Service booked by a Customer through the Platform. Local Operator agrees to pay Tripnastic said commission. The amount of the commissionshall be of 10% of the complete final price of the Services, as offered to the Customers (referred to under Section 4.6. above).

 

The commission will be deducted from the gross amount charged to Customers as the sales price for the Service on the Platform in the agreed currency. If no payment is credited to Tripnastic (e. g. revocation of credit card payment), there will be no commission credited to Tripnastic and Tripnastic is not obliged to transfer any amount to the Local Operator.

 

2.         Tripnastic’s referred commission 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 Local Operator will not be compensated separately and these will be invoiced on a monthly basis as described under Section 13 below. Banking fees and other transaction costs are at the expense of the Local Operator, except those that are at the expense of Tripnastic according to 13.2.

 

 

12.  Credit Card Payments

1.         The credit card payment of Customers will be collected when due.

2.         Tripnastic acts as an intermediary between the Operator and the Customer, performing  the Customers’ payment collection, by way of a Payment Service Provider, and the transfer of the received payments to the Local Operator Account, which the Local Operator expressly authorizes. Local Operator will need to enter its bank account on his Account through the Platform. Tripnastic shall not be held liable for Customers’ payments or in case of incorrect or incomplete entry of the Local Operator's bank account information into the Operator Account.

 

13.  Billing

1.         The credit card and banking fees for Customers’ payments to Tripnastic for the Services are borne by Tripnastic.

2.         The credit card and banking fees for payment transfers to the Local Operator will be borne, as follows:

-Tripnastic bears the cost for its own bank/credit card organization.

- The Local Operator bears the cost for its own bank/credit card organization.

3.         The Local Operator will be notified via e-mail once the payment of Customers for the Local Operator’s Service has been confirmed.

4.         Tripnastic invoices its commission to the Local Operator on the 5th (fifth) working day of each month, taking into account all bookings that have been carried out during the previous month by way of the Platform, and offsets the commission against with Customer’s payment.

5.         The Local Operator has to choose the preferred currency for the payment when uploading the offer. The amount transferred by Tripnastic to the Local Operator reflects the sum of the net prices of all considered booked Services.

6.         The Local Operator shall inform Tripnastic, if according to Tripnastics assumed obligations in this Section, Tripnastic is for any reason subject to taxes or expenses in the country of the Local Operator. If Tripnastic is for any reason subject to taxes or expenses in the country of the Local Operator in relation to its Services, Tripnastic has the right to terminate the cooperation with the Local Operator within 3 (three) days and/or to receive a compensation from the Local Operator for the referred taxes or expenses. Such taxes or expenses may be deducted from the amounts due to the Local Operator.

 

14.  Taxes and expenses applicable to the Services

The Local Operator acknowledges that it is solely responsible for the accuracy of the tax rate information, the identification of applicable taxes and any changes to the tax rates entered into the Platform. The Local Operator is responsible for accounting to the relevant tax authorities or any other competent authority for any taxes applicable to any amount received by the Local Operator in consideration of the Services.

 

15.  Direct Messages

In order for the Customers and the Local Operator to exchange messages, Tripnastic may offer a Direct Message functionality once the booking of the Service is confirmed. 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. In particular, it is forbidden to offer Services or enter into agreements related to the Services outside the Tripnastic Platform, in accordance with Section 16 below. Therefore, contracts and cancellations may not be executed or negotiated through the Direct Message functionality. Tripnastic is explicitly entitled to monitor Direct Messages and delete any of these which do not comply with these criteria or infringes any other Condition or applicable legal provision.

 

16.  Rules for Customer-related Communication

1.         The Local Operator is not allowed -neither in the Service description nor in the forum or via a private direct message- to refer Customers or sub-agents to its own external internet website, a third party website/platform, or otherwise provide information to get in touch outside of the Platform, for any purpose (including offering Services or entering into agreements for the rendering or the cancellation of Services).

2.         The Local Operator is required to handle all Customers’ inquiries, etc. received through Tripnastic exclusively on the Platform in accordance with these Conditions.

 

17.  Review System

After the fulfillment of a Service, Customers have the opportunity to review a booked Service through Tripnastic's review system. The aim of the review system is to create meaningful and accurate feedback on the Local Operator profiles in terms of performance, reliability, and trustworthiness.

 

These Profiles can be viewed by any Customer on the Platform. All content provided in this review system is of  exclusive use of Tripnastic. The Local Operator is not allowed to publish reviews on his own site/third party sites without the prior written consent of Tripnastic.

 

18.  Data Protection

The Local Operator represents and warrants that he has in place and will maintain, or will establish and maintain, adequate security procedures and controls to prevent at any time the unintended disclosure of, and the unauthorized access to or misappropriation of, any information or personal data of any Customer, such as these are defined under the General Data Protection Regulation (Regulation (EU) 2016/679, of April 26, 2016 or the “Law” for the purposes of this Section). Neither the Local Operator nor its affiliates shall either directly or indirectly, engage in any solicited or unsolicited marketing, promotional, or similar communications with any Customer that has booked through the Platform without such Customer’s express consent.

 

The Local Operator will process, store, transmit, and access any Customer-related information in compliance with applicable Law on data protection. Upon Tripnastic’s request, the Local Operator will provide evidence that he has established and maintains all technical and organizational security measures governing the processing of personal data in accordance with the applicable Spanish and European laws.

 

In the event that the Local Operator discloses personal data to Tripnastic, Tripnastic shall include these in the corresponding file and maintain security measures to comply with the applicable laws on data protection. The Local Operator accepts Tripnastic’s Privacy Policy located at the website tripnastic.com.

 

19.  Representations and Warranties

In addition to any other representations and warranties made by the Local Operator in these Conditions, the Local Operator hereby represents and warrants that:

1.         This Contract constitutes a valid and binding obligation enforceable against the Local Operator in accordance with its terms.

2.         The performance of the Local Operator obligations under these Conditions does not infringe any agreement or obligation between the Local Operator and any third party or any applicable legal provision.

3.          The Local Operator holds all licenses, permits, and authorizations required, and has constituted all the required deposits or guarantees, to provide the Services of tours and activities, which are made available through the Platform.

4.          The Local Operator holds all intellectual and industrial property rights to the content uploaded through the Local Operator Account or is authorized by the legitimate owner of such rights to upload and license such rights through the Platform.

 

20.  Liability of the Local Operator and Indemnification

The Local Operator will hold Tripnastic, each of its affiliates and any of Tripnastic’s or any of its affiliates’ officers, directors, employees, or agents or Tripnastic’s third party partners harmless, against any third-party claim, or that might harm Tripnastic in any manner arising from or relating to (a) the Local Operator’s Services offered through the Platform, (b) the performance of the Local Operator’s duties and obligations under this Contract (c) any allegation that Tripnastic’s or any of its affiliates’ use, reproduction, distribution or display of the Service information as permitted under this Contract infringes or misappropriates the intellectual or industrial property rights of any third party or (d) any claim related or arising from an infringement of any obligation assumed by the Local Operator under these Conditions or any Customer’s right related to the offer or rendering of Services by the Local Operator, in accordance with the applicable legislation on customers´ and users´ matters. The Local Operator will hold Tripnastic harmless as referred above, for its own actions or those of its representatives, officers, directors, employees, or any subcontracted third party.

 

The Local Operator assumes at its responsibility and cost (including lawyers’ fees and legal costs) to hold Tripnastic and any of its directors, employees and agents harmless for any of the claims referred to in this Section.

 

The Local Operator agrees to use a counsel reasonably satisfactory to Tripnastic to defend any indemnified claim, and Tripnastic may participate in the defence or settlement of any claim at any time using attorneys selected by Tripnastic. The Local Operator also agrees not to enter into  any settlement or judgment without Tripnastic’s prior written consent, which will not be unreasonably withheld by Tripnastic.

 

21.  Limitation of liability of Tripnastic

1.         Tripnastic makes no representations or warranties regarding the Platform, including any temporary or permanent interruption of the operation of the Platform.

2.         Tripnastic bears no risk with respect to the number, frequency, or type of Services booked through the Platform.

3.         Tripnastic’s liability under the Conditions shall be restricted as follows:

1) Tripnastic shall be fully liable for losses caused intentionally or with gross negligence by Tripnastic, its legal representatives or employees.

2) Tripnastic shall be liable for losses caused by the breach of its primary obligations by Tripnastic, its legal representatives or employees.

 

22.  Notices

All notices related to these Conditions must be in Spanish or in English, in writing, and sent by facsimile (burofax) or a nationally recognized overnight air courier, to the applicable facsimile number or address indicated above. Notices from Local Operator sent to Tripnastic per email or to the Local Operator Account at the Platofrm are deemed to be delivered and received if receipt is confirmed by Tripnastic. Tripnastic has the right to also provide notice to the Local Operator by electronic means (e-mail) or to the Local Operator Account at the Platform, and such notices are deemed to be delivered and received.

 

23.  Term and Termination

1.         The Contract is concluded for an indefinite period of time.

2.         The Local Operator and Tripnastic may terminate the Contract at any time and without cause. A termination can be done automatically by using the appropriate function in the Local Operator Account. Remaining confirmed bookings shall be executed as planned.

3.         If there are specific indications that a Local Operator is infringing legal provisions, third party rights, or the Conditions or if Tripnastic otherwise has a legitimate interest, particularly with regard to protecting Customers or other Local Operators against fraudulent activities, Tripnastic is entitled to take one or more of the following actions (notwithstanding Tripnatic’s right to terminate the Contract):

1) Inform and warn the Local Operator;

2) Delete the Local Operator's offers or other content from the Platform;

3) Temporarily or permanently exclude (block) the Local Operator from the website and/or app;

4) Cancel existing bookings in the name of the Local Operator without needing to consider the applicable cancellation policies, and reject Customers’ offers in the name of the Local Operator.

 

24.  Amendment

Tripnastic reserves the right to fully or partially amend these Conditions, or include new or additional terms and conditions to this Contract at any time. Tripnastic shall notify the Local Operator with a message to his Local Operator Account about any changes in this Contract. If the Local Operator does not accept such amendments or new or additional terms and conditions, it may terminate this Contract upon written notice to Tripnastic. The Local Operator’s failure to exercise its right to terminate this Contract within 30 (thirty) days after notice of any amendment or new or additional terms and conditions to this Contract will be understood as Local Operator’s acceptance to such changes.

 

25.  Final Provision

1.         If any provisions of this Contract are or become invalid or void, the validity of the remaining parts of the Contract shall remain unaffected thereby.

2.         The rights and obligations of the Local Operator resulting from this Contract shall not be assigned or transferred to third parties without the prior approval of Tripnastic (unless otherwise provided in these Conditions).

3.         The Spanish version of these Conditions has been translated to other languages (including English). The translated versions are unofficial versions. The Spanish version shall prevail over other ones in the event of conflicts, contradictions or discrepancies between versions, as far as permitted by law.

4.         Typographical mistakes in this Conditions are not binding for Tripnastic.

 

26.  Applicable law and courts

This Contract shall be governed by and construed in accordance with the provisions of Spanish Law under exclusion of its conflict of law rules. The place of performance and exclusive legal venue for any disputes arising from or in connection with the performed Contract shall be Valencia (Spain).

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