Terms of Service

TripAdmit Booking Software Terms of Service

BACKGROUND
 
(A)
The Company operates the Company Website for the purpose of marketing its products and services to users.
 
(B)
TripAdmit operates the TripAdmit Platform for the purpose of marketing and selling products and services to users.
 
(C)
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.
 
AGREED TERMS
 

1. INTERPRETATION

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: (“you” or “your”) 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.
 
Distribution ServicesThe 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.
 
Revenue: in respect of each Transaction, 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 you and us.
Transaction: a purchase of any products or services offered for sale on the Company Website and / or via the TripAdmit Platform. Any sale that is not refunded will constitute a Transaction.
 
Transaction Fee: means the fees payable 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 Ltd incorporated and registered in Ireland with company number 648040 (including its group or associated companies and affiliates)
 
TripAdmit Platform: TripAdmit’s website(s), software booking and ticketing system 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.
 
1.1
Clause and paragraph headings shall not affect the interpretation of this agreement.
 
1.2
A reference to writing or written includes faxes and email.
 
1.3
Any words following the terms including, includein particularfor 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

2.1
The Company shall create, operate and maintain the Company Website.
 
2.2
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.
 
2.3
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.
 
2.4
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.
 
2.5
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.
 
2.6
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.
 
2.7
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
 

3. TRIPADMIT’S OBLIGATIONS

3.1
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.
 
3.2
TripAdmit shall be responsible for developing, operating and maintaining the TripAdmit Platform.
 
3.3
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.
 
3.4
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. CHARGES AND PAYMENT

4.1
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).
 
4.2
Transaction Fees will be payable on a receipts (not accruals) basis, so if the Company receives no revenue on any Transaction, no commission is payable.
 
4.3
Payments for all goods and services of the Company sold via the TripAdmit Platform will be processed via Stripe Connect. The Company will be the merchant of record. Stripe Connect fees, charges, commissions or similar and the Transaction Fee will be deducted from Revenue with the balance of Revenue being for the Company’s account. Where Stripe Connect is not available, TripAdmit will act as merchant of record and will deduct the Transaction Fee and a bank fee (in accordance with schedule hereto) from Revenue (such figure to be reviewed annually in good faith) to cover the costs associated with the provision of such services.
 
4.4
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.
 
4.5
All sums payable under this agreement are exclusive of VAT and if VAT is chargeable it shall be paid in addition.
 
4.6
While the Company remains at all times solely liable for payment of refunds, if TripAdmit is the merchant of record, TripAdmit will be responsible for processing refunds 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 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 can be set-off, TripAdmit will only process the refund once 
 
(i) the Company has accrued sufficient Revenue; or 
 
(ii) the Company transfers the relevant funds to TripAdmit for such purpose.
 

5. FREE TRIAL

Where applicable, the Company 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 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.
 

6. DISTRIBUTION CHANNELS

If you use 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.
 

7. MAINTENANCE

7.1
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.
 
7.2
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 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.
 
7.3
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.
 

8. PROPRIETARY RIGHTS

8.1
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.
 
8.2
The Company 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 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.
 

9. CONFIDENTIALITY

9.1
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 Error! Reference source not found..
 
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.
 
9.3
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.
 
9.4
Neither party shall be responsible for any loss, destruction, alteration or disclosure of
Confidential Information caused by any third party.
 
9.5
This clause 9 shall survive termination of this agreement, however arising.
 

10. 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 is in addition to, and does not reduce, removeor replace, a party’s obligations arising from such requirements.
 

11. INDEMNITY

The Company 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 of the terms of this agreement.

12. LIMITATION OF LIABILITY

12.1
This clause 12 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:
 
(a) arising under or in connection with 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 this agreement.
 
12.2
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.
 
12.3
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.
 
12.4
Subject to clause 12.3:
 
(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 to TripAdmit during the 12 months preceding the date on which the claim arose.
 

13. DURATION AND TERMINATION

13.1
This agreement 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 13.
 
13.2
Either party may terminate this agreement by providing to the other not less than 60 days’
prior written notice.
13.3
Without affecting any other right or remedy available to it, either 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) At the end of a free trial period.
 

14. CONSEQUENCES OF TERMINATION

14.1
On termination of this agreement for any reason:
 
(a) the Company 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.
 
14.2 On termination of this agreement in accordance with clause 13.3, 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.
 

15. FORCE MAJEUR

Neither party shall 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.

16. SEVERANCE

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.
 

17. 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.
 

18. ASSIGNMENT AND OTHER DEALINGS

18.1
The Company 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.
 
18.2
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.
 

19. NOTICES

19.1
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 your account and to TripAdmit at info@tripadmit.com or to your
TripAdmit account manager; or
 
(c) posting a notice on the TripAdmit website and effective upon posting
 

20. AMENDMENTS

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.
 

21. GOVERNING LAW

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 law of Ireland. The courts of Ireland shall
exclusive jurisdiction.
 
Last Updated: 24th February 2023