TripAdmit Booking and Tipping Software Terms of Service
The Company operates the Company Website for the purpose of marketing its products and services to users.
TripAdmit operates the TripAdmit Platform (i) for the purpose of marketing and selling products and services to users; and (ii) for incorporating the Tap to Tip payment solution.
The Company wishes to market and sell its products and services via the TripAdmit Platform on the Company Website on the terms and conditions of this agreement so that an end customer of the TripAdmit Platform may purchase the Company’s products and services.
The Guide wishes to provide a means for receiving digital tips on the applicable terms and conditions of this agreement.
The definitions and rules of interpretation in this clause apply in this agreement.
Business Day: a day other than a Saturday, Sunday or public holiday in Ireland when banks in Dublin are open for business.
Company: a provider or supplier of tour and activity products and services.
Company Website: the Company’s website(s) at any time and from time to time, including all databases, software, domain names, infrastructure, products and services that the Company markets for use by individual users. Company Website includes all future versions and replacements of, and successors to, the site.
Confidential Information: any proprietary information, whether or not protectable as a trade secret which provides an advantage to a competitor of TripAdmit or which the Company or TripAdmit wishes to designate as confidential for a valid business reason or, without prejudice to the generality of the foregoing, which concerns the business of either party, their owners, officers, directors, employees, their suppliers or customers which may come to TripAdmit or the Company’s or a Guide’s knowledge during the course of this Agreement.
Distribution Services: the Company wishes to market and sell its products and services via connected TripAdmit distribution partners, third parties and channel manager.
Effective Date: the date on which You accept these Terms of Service or first use the TripAdmit Platform, whichever is earlier.
Guide: an individual (or corporate entity) tour and/or activity guide who utilises the Tap to Tip payment solution.
Revenue: in respect of each Transaction between the Company and TripAdmit, the gross revenue received by the Company or TripAdmit for that Transaction, inclusive of VAT and any other tax.
Supplier Agreement: (“Agreement”) means the agreement titled ‘supplier agreement’ entered into between the Company and us.
Tap To Tip: means the proprietary touchless payment solution comprised of software and professional services providing Guides with a platform to receive, organize, and monitor their daily tips, while keeping track of their overall earnings. TripAmit also offers the opportunity for companies and businesses to join the Tap to Tip platform, enabling them to invite their Guides to individually sign up to the Tap to Tip payment solution and gain insights regarding tips, reviews, and ratings.
Transaction: (i) a purchase of any products or services offered for sale on the Company Website and / or via the TripAdmit Platform, or (ii) digital tipping via the Tap to Tip payment solution. Any sale that is not refunded will constitute a Transaction.
Transaction Fee: means the fees payable (and other relevant specifics) in respect of each Transaction, the rate set out as outlined on our website at the URL: https://tripadmit.com/pricing as updated from time to time.
TripAdmit: (“we”, “us” or “our”) means TripAdmit Limited, a private company limited by shares incorporated and registered in Ireland with company number 648040 (including its group or associated companies and affiliates).
TripAdmit Platform: TripAdmit’s website(s), booking software, ticketing system and tipping software and any future version or replacement of same; and any website(s) of its partners or affiliates delivered in the form of the solution(s) set out in the schedule hereto.
VAT: value-added tax or any equivalent tax chargeable in Ireland or elsewhere.
You or Your: means (as the context so requires) the Company and/or the Guide.
Clause and paragraph headings shall not affect the interpretation of this agreement.
A reference to writing or written includes faxes and email.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. COMPANY’S OBLIGATIONS
The Company shall create, operate and maintain the Company Website.
The Company is responsible for
(i) fulfilling orders;
(ii) handling customer service issues;
(iii) handling customer refunds, unless clause 4.6 is applicable; and
(iv) ensuring all descriptions of goods and services are accurate, complete, up to date and are not misleading in any way.
TripAdmit (and where required, its affiliates and partners) will be permitted to use the Company’s details, logos, marketing collateral and trademarks for the purposes of this agreement and promoting the TripAdmit Platform in our promotional and marketing material both online and offline including being publicly named and displayed as a TripAdmit client.
The Company shall provide TripAdmit with:
(a) all co-operation in relation to this agreement; and
(b) all access to such information as may be required by TripAdmit , as is necessary for the proper performance of the TripAdmit’s obligations under this agreement.
The Company shall request prior approval for any use of any TripAdmit trademark, domain name, logo or branding that the Company may wish to make.
The Company shall comply with all applicable laws and regulations, including laws relating to data protection, with respect to its activities under this agreement and to its business. The Company shall not violate any third-party intellectual property rights, privacy rights or other rights.
The Company shall not provide any products or services that contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography, or sexually explicit materials.
For the avoidance of any doubt, notwithstanding that a Company can sign up for Tap to Tip for the benefit of their Guides, the ultimate contract shall at all times be between TripAdmit and the individual Guide.
3. TRIPADMIT’S OBLIGATIONS
TripAdmit shall use all reasonable commercial efforts to market and promote the Company’s products and services available for sale on it so as to generate the maximum number of Transactions.
TripAdmit shall be responsible for developing, operating and maintaining the TripAdmit Platform.
TripAdmit shall provide the Company with:
(a) all co-operation in relation to this agreement; and
(b) all access to such information as may be required by the Company, as is necessary for the proper performance of the Company’s obligations under this agreement.
TripAdmit shall provide each Guide with:
(a) all co-operation in relation to this agreement; and
(b) all access to such information as may be required by the Guide, as is necessary for the proper performance of the Guide’s obligations under this agreement.
When Guides sign up individually or through their company they give us permission to receive tips via our Tap to Tip payment solution, which allows us to then distribute tip funds on their behalf via bank transfer to their nominated account.
TripAdmit shall comply with all applicable laws and regulations, including laws relating to data protection, with respect to its activities under this agreement and to its business.
4. GUIDE OBLIGATIONS
Each Guide shall provide TripAdmit with:
(a) proof of identity and proof of address (for anti-money laundering and KYC checks) prior to commencing use of the Tap to Tip payment solution;
(b) all co-operation in relation to this agreement; and
(c) all access to such information as may be required by TripAdmit, as is necessary for the proper performance of TripAdmit’s obligations under this agreement.
A Guide shall request prior approval for any use of any TripAdmit trademark, domain name, logo or branding that such Guide may wish to make.
Each Guide shall comply with all applicable laws and regulations, including laws relating to data protection, with respect to its activities under this agreement and to its business. Each Guide shall not violate any third-party intellectual property rights, privacy rights or other rights.
Each Guide shall not provide any products or services that contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography, or sexually explicit materials.
Each Guide is entirely responsible for any and all activities that occur under the Tap to Tip account which is provided to you. You agree to notify us immediately of any unauthorised use or any other breach of security.
5. CHARGES AND PAYMENT
The Company will pay TripAdmit a Transaction Fee in respect of Revenue for each Transaction on a monthly basis based on booking dates (not travel dates) with respect to the booking aspect of the TripAdmit Platform.
The Guide will pay TripAdmit a Transaction Fee for the relevant Transaction with respect to the Tap to Tip aspect of the TripAdmit Platform.
Transaction Fees will be payable on a receipts (not accruals) basis, so (i) if the Company receives no revenue on any Transaction, no Transaction Fee is payable, and (ii) if the Guide receives no tips, no Transaction Fee is payable.
5.4.1 Payments for all goods and services of the Company or the Guide sold via the TripAdmit Platform will be processed via the Company’s or the Guide’s Stripe Connect accounts (on a case-by-case basis). The Company or the Guide (as applicable) will be the merchant of record. Stripe Connect fees, charges, commissions or similar, and the Transaction Fee, will be deducted from the gross revenue received for that Transaction, VAT (where applicable) and any other tax will be charged in addition in the case of Transactions between the Company and TripAdmit with the balance of revenue being for the Company’s or the Guide’s account (as applicable). Where Stripe Connect is not available, TripAdmit will act as merchant of record and will deduct the Transaction Fee and a bank fee (plus VAT and any other tax will be added to the TripAdmit fees (where applicable)) from the gross revenue in accordance with the schedule hereto (such figure to be reviewed annually in good faith) to cover the costs associated with the provision of such services.
5.4.2 The Guide’s, the Company’s or TripAdmit’s respective Stripe Connect accounts may be used to process digital tipping transactions via the Tap to Tip payment solution, and such transactions shall be subject to the applicable Transaction Fee and a bank fee (plus VAT and any other tax added to the TripAdmit fees (where applicable)) as detailed in the schedule hereto (such figure to be reviewed annually in good faith) to cover the costs associated with the provision of such services.
If applicable, the Company will pay TripAdmit a maintenance fee (as advertised and agreed with the Company) payable in advance in accordance with the schedule hereto.
If applicable, the Guide will pay TripAdmit a maintenance fee payable in advance in accordance with the schedule hereto.
Except as otherwise stated, all sums payable under this agreement are exclusive of VAT and if VAT is chargeable it shall be paid in addition.
5.8 – Booking
While the Company remains at all times solely liable for payment of refunds or chargebacks with respect to the booking aspect of the TripAdmit Platform, if TripAdmit is the merchant of record, TripAdmit will be responsible for processing refunds or chargebacks to customers provided always that:
(a) if Revenue in respect of the Transaction has already been paid to the Company, TripAdmit will be entitled to set-off the refunded amount from any other Revenue of the Company;
(b) if Revenue in respect of the Transaction has not already been paid to the Company, TripAdmit will refund or chargeback the Revenue to the customer and will not be liable to the Company for same in any way;
(c) if the Company has insufficient accrued but unpaid Revenue, against which the refund or chargeback can be set-off, TripAdmit will only process the refund or chargeback once:
(i) the Company has accrued sufficient Revenue; or
(ii) the Company transfers the relevant funds to TripAdmit for such purpose.
5.9 – Tipping
While the Guide or the Company remains at all times solely liable for payment of refunds or chargebacks with respect to the tipping aspect of the TripAdmit Platform, if TripAdmit is the merchant of record, TripAdmit will be responsible for processing refunds or chargebacks to customers provided always that:
(a) if revenue in respect of the Transaction has already been paid to the Guide or the Company, TripAdmit will be entitled to set-off the refunded amount from any other revenue of the Guide or the Company;
(b) if revenue in respect of the Transaction has not already been paid to the Guide or the Company, TripAdmit will refund or chargeback the revenue to the customer and will not be liable to the Guide or the Company for same in any way;
(c) if the Guide or the Company has insufficient accrued but unpaid revenue, against which the refund or chargeback can be set-off, TripAdmit will only process the refund or chargeback once:
(i) the Guide or the Company has accrued sufficient revenue; or
(ii) the Guide or the Company transfers the relevant funds to TripAdmit for such purpose.
6. FREE TRIAL
Where applicable, the Company or Guide will not be liable for any charges incurred during a free trial period. Charges will automatically commence at the end of the free trial period on the basis of the standard fees. If the Company or the Guide does not wish to continue using the TripAdmit Platform after the free trial period please notify TripAdmit of your wish to terminate the free trial at least 10 days prior to the end of the free trial period. Upon receipt of the free trial termination notice, TripAdmit will immediately terminate your access to the TripAdmit Platform.
7. DISTRIBUTION CHANNELS
If the Company uses the Distribution Services provided by TripAdmit or third parties, the terms of the Supplier Agreement apply to you in respect of the Distribution Services and govern that arrangement. Additional terms may apply to the provision of such Distribution Services, and such additional terms shall be incorporated within the terms of the Terms of Service.
TripAdmit may, from time to time and at our sole discretion, release modifications or upgrades to the TripAdmit Platform but are under no obligation to do so. You consent to us modifying or upgrading the TripAdmit Platform without Your knowledge.
You acknowledge that from time to time we may be required to undertake scheduled or unscheduled maintenance and this may cause interruptions to the Services. You may not be able to process bookings or tips (as applicable) using the TripAdmit Platform during this time or otherwise access our website. Where practicable, we will provide You with at least 3 days’ notice in respect of any scheduled maintenance period or upgrade.
TripAdmit does not warrant or guarantee that:
(a) the TripAdmit Platform will meet Your requirements and expectations;
(b) the TripAdmit Platform will be compatible with, or capable of being used on or in connection with, Your computer and communications systems;
(c) Your access to the TripAdmit Platform will be uninterrupted or error free; or
(d) the TripAdmit Platform will be accurate, reliable or fit for any particular purpose.
9. PROPRIETARY RIGHTS
TripAdmit acknowledges and agrees that the Company and its licensors own all intellectual property rights in the Company Website and all the Company’s products and services. Except as expressly stated herein, this agreement does not grant TripAdmit any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences belonging to the Company. All such rights are reserved to the Company.
The Company and each Guide acknowledges and agrees that TripAdmit and its licensors own all intellectual property rights in the TripAdmit Platform and all TripAdmit products and services. This agreement does not grant the Company nor a Guide any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences belonging to TripAdmit. All such rights are reserved to TripAdmit and its licensors.
Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination of this agreement, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other except as permitted by clause 9.2.
Each party may disclose the other party’s Confidential Information:
(a) to its employees, officers, representatives, or advisors who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s Confidential Information comply with this clause 9; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
No party shall use any other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
This clause 10 shall survive termination of this agreement, however arising.
11. DATA PROTECTION
Each party shall, at its own expense, ensure that it complies with and where necessary assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation):
(i) any data protection legislation from time to time in force in Ireland including the Data Protection Act 1998 to 2018 and any successor legislation; and
(ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable EU regulation relating to privacy.
This clause 11 is in addition to, and does not reduce, remove or replace, a party’s obligations arising from such requirements.
The Company and/or a Guide (as applicable) will indemnify and hold harmless TripAdmit against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by TripAdmit arising out of or in connection with a breach by the Company and/or the Guide (as applicable) of the terms of this agreement.
13. LIMITATION OF LIABILITY
This clause 13 sets out the entire financial liability of TripAdmit (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Company or a Guide:
(a) arising under or in connection with the applicable terms of this agreement; and
(b) in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with the applicable terms of this agreement.
Except as expressly and specifically provided in this agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement.
Nothing in this agreement excludes the liability of TripAdmit:
(a) for death or personal injury caused by the TripAdmit’s negligence; or
(b) for fraud or fraudulent misrepresentation.
Subject to clause 13.3:
(a) TripAdmit shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this agreement; and
(b) TripAdmit’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the amount paid under this agreement by the Company or the Guide (as applicable) to TripAdmit during the 12 months preceding the date on which the claim arose.
Each Guide and TripAmit acknowledges that the dynamics of Tap to Tip resemble those of cash tips, as they represent direct gratuities received by such Guide without employer intervention. Each Guide’s tax domiciled country may require the reporting and taxing of earnings and the Guide acknowledges that this may encompass tips. Each Guide is responsible for obtaining the requisite information on taxation applicable in their tax domiciled country. TripAdmit shall not be liable for any underreporting of tip income or the failure of a Guide.
14. DURATION AND TERMINATION
14.1.1 as between the Company and TripAdmit, shall commence on the Effective Date and shall continue for the period of 12 months, and shall automatically renew for yearly periods, unless otherwise terminated as provided in this clause 14; or
14.1.2 as between a Guide and TripAdmit, shall commence on the Effective Date and shall continue for the period of 12 months, and shall automatically renew for yearly periods, unless otherwise terminated as provided in this clause 14.
14.2.1 as between the Company and TripAdmit, may terminate this agreement by providing to the other not less than 60 days’ prior written notice; or
14.2.2 as between a Guide and TripAdmit, may terminate this agreement by providing to the other not less than 60 days’ prior written notice.
Without affecting any other right or remedy available to it, a party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of this agreement and (if such a breach is remediable) fails to remedy that breach within a period of 10 Business Days after being notified in writing to do so;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;
(d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(e) as between a Company or Guide and TripAdmit, at the end of a free trial period
15. CONSEQUENCES OF TERMINATION
On termination of this agreement for any reason:
(a) the Company and/or a Guide (as applicable) shall pay to TripAdmit all outstanding fees;
(b) all licences and benefits granted under this agreement shall immediately terminate;
(c) each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party; and
(d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
On termination of this agreement in accordance with clause 14.3, and subject to clause 4.6, whichever party is at that time acting as merchant of record shall be responsible for refunding customers for any sale not performed.
16. CUSTOMER RATINGS, REVIEWS AND ACKNOWLEDGEMENTS
The Guide and the Company understand, acknowledge and agree that TripAdmit will provide the functionality for the Guide and/or the Company to collect reviews on behalf of the Guide or the Company (as applicable), thereby providing the customer (the “Service User”) with the option to use artificial intelligence (“AI”) solutions/applications to generate their review. For further information regarding the AI generated review, see clause 16.4.
The Guide and the Company understand, acknowledge and agree that it will be the responsibility of the Guide or the Company to monitor and reply to reviews. TripAdmit will have no responsibility or liability for what the Service User posts in relation to the product, service, Guide or Company.
TripAdmit shall have the right to aggregate the Guide or Company rating and reviews data generated through the Platform for their own purposes. This clause outlines the terms and conditions governing the TripAdmit’s rights and responsibilities with respect to the aggregation of such data. TripAdmit acknowledges and agrees that the individual reviews and ratings generated remain the property of the respective Company or Guide (as appropriate). However, TripAdmit shall have the right to aggregate and compile the data received from multiple Guides or Companies into statistical or analytical formats (the “Data“) for its own use.
TripAdmit may use the Data for various purposes, including but not limited to:
(a) Improving the Platform: TripAdmit may analyse the Data to enhance and optimize the Platform’s functionality, performance, and user experience.
(b) Benchmarking and Industry Analysis: TripAdmit may compare and analyse the Data to generate industry benchmarks, market insights, and trends that can be shared with its clients or used for research purposes.
(c) Product Development: TripAdmit may utilize the Data to develop new products, features, or services that may benefit its clients or the broader user base.
(d) Marketing and Promotion: TripAdmit may use the Data, for marketing and promotional activities related to the TripAdmit’s services. Such usage shall comply with applicable privacy laws and regulations.
(e) Client Database: To compile and build a database of clients. Such usage shall comply with applicable privacy laws and regulations.
TripAdmit has implemented Open AI’s ChatGPT to automate the process of Service Users writing reviews. Service Users can choose to write the review themselves or they can generate a unique and editable AI-generated review of their experience. This review can then be posted on Google (or similar), TripAdvisor or the Guide’s or Company’s website.
17. FORCE MAJEUR
A party shall not be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for six months, the party not affected may terminate this agreement by giving 30 days’ written notice to the affected party.
If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
19. ENTIRE AGREEMENT
This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
20. ASSIGNMENT AND OTHER DEALINGS
The Company and each Guide shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this agreement without the prior written consent of TripAdmit.
TripAdmit may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.
Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to a nominated Company representative or to the email address associated with the Company account and to TripAdmit at firstname.lastname@example.org or to the Company’s TripAdmit account manager; or
(c) sent by email to a Guide’s nominated email address (as previously notified to TripAdmit); or
(d) posting a notice on the TripAdmit website and effective upon posting.
TripAdmit may, in its sole discretion, modify any of the terms and conditions contained in this Agreement, including but not limited to fees and other charges, at any time, with Your consent or by notice to You. It is Your responsibility to check the TripAdmit website regularly for any amendments to this Agreement. The amended terms will become effective on the earlier of, the date You agree to the terms, the date they are posted on our website or otherwise the date the terms are deemed to be received by You in accordance with the notice provisions. By continuing to use the Services after the effective date of any amendment to this agreement, You agree to be bound by the amended terms.
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the laws of Ireland and shall be subject to the exclusive jurisdiction of the Irish courts.
Last Updated: 16 June 2023