Lessor Regulations - tripoffice.com

(hereinafter the "Agreement")

§1.

Definitions

In addition to terms defined elsewhere, the Agreement includes the following definitions:

  • "Lessor" means an entrepreneur who has a legal title to the Facility, which is authorizing him to rent the Facility to the Lessee.
  • "Lessee" means a person who holds the lease of a Facility from the Lessor, a tenant.
  • "Operator" means the owner and administrator of the Platform who provides the Service, i.e. EMGRON Limited Liability Company, with registered office in Wrocław 54-204 at 62C/ 204 Legnicka Street, entered into the Register of Entrepreneurs kept by the District Court for Wrocław Fabryczna in Wrocław, VI Commercial Division of the National Court Register under the number: 0000334273, with REGON number: 021041793 and NIP number: 8942980391.
  • "Facility" means real estate that can be offered for lease on the Platform.
  • "Platform" means the website or websites, applications, tools, platforms or other devices on which the Service is available, in particular the website available at https://tripoffice.com.
  • "Customer Service" means the customer service office that can be contacted at support@tripoffice.com or at any other address provided in the Agreement.
  • "Data Controller" means the entity that determines the purposes and means of processing personal data. In the case of the Service provided, the Data Controller is the Operator.
  • "Force majeure event" shall mean any event affecting the provision of the Service or the inability to properly perform the rental agreement or other agreement concluded between the Lessor and the Lessee, which are caused by external factors that could not be prevented or foreseen.
  • "User" means a visitor to the Platform, including but not limited to the Lessor or the Lessee.
  • "Intellectual property right" means all patents, copyrights, inventions, database rights, design rights, registered design, trademark, trade name, brand, logo, service mark, know-how, utility model, unrestricted design or where applicable - any request for such right, know-how, trade or brand name, domain name with any extension, or other similar right or obligation, reserved or non-proprietary, or other industrial or intellectual property rights existing in any territory or in any jurisdiction in the world.
  • "Personal data" shall mean any information relating to an identified or identifiable natural person.
  • "Service" * means the online booking system available on the tripoffice Platform, through which the Lessor may make their Facilities available for booking, and other Users may make reservations in such Facilities, becoming Lessees, and also used to use additional services, such as in particular but not only the use of the payment module, customer service or messaging.
  • "System" means the IT system within the Platform that the Lessor may access in order to use the services, functionalities and management of the Facility on the Platform, including, inter alia, to update prices or booking rules.

§2.

General provisions

  1. The Service provided by the Operator consists in the provision of an IT solution enabling the conclusion of lease agreements between the Lessor and the Lessee.
  2. In the case of Lessor, the Operator provides the Service only to professional entities conducting business activity. In the case of Lessees, the Operator provides the Service to any entities that have the legal capacity to conclude legally binding contracts, including entities other than entrepreneurs.
  3. The Operator under no circumstances becomes a party to the lease agreement concluded between the Lessor and the Lessee, nor becomes a representative of any of the above-mentioned parties.

§3.

Facility description

  1. The information provided by the Lessor to be placed on the Platform complies with the formats and standards provided by the Platform and includes:

    • general information about the Facility (including graphics, photos and descriptions),
    • facilities and services available for booking, price details (including all applicable taxes and other charges),
    • availability, cancellation and no-show rules as well as other rules and restrictions (hereinafter collectively: "Information about the Facility").
  2. Information about the Facility may not contain any direct or indirect (suggestive) contact details of the Lessor, including in particular:

    • telephone numbers,
    • e-mail address,
    • websites / applications / platforms / social media accounts (including Instagram, Twitter, Facebook accounts) related to the Facility or the Lessor.
  3. The Operator has the right to edit or delete any information regarding the Lessor, including Information about the Facility, if it deems it to be incorrect or incomplete or violates the terms of the Agreement.

  4. Any actions by the Lessor aimed at bypassing the payment of remuneration to the Operator, including in particular attempts to conclude a lease agreement made by the Lessor or the Lessee, bypassing the Platform, are prohibited.

  5. The Lessor declares and undertakes that the Information about the Facility will be true, accurate and not misleading at all times for the Lessee or other Users. The Lessor is always responsible for the correct and up-to-date Information about the Facility. The Lessor updates the Information about the Facility on a daily basis and may - at any time - change the rental price and other relevant terms through the System, provided that the changes do not affect the terms of lease regarding contracts concluded before the update.

  6. The information provided by the Lessor on the Platform remains the Facility of the Lessor. The information provided by the Lessor may be edited or modified by the Operator, and then translated into other languages, while the translations remain the exclusive property of the Operator. The edited and translated content is intended for the sole use of the Operator on the Platform and is not used in any way or in any form by the Lessor in any other distribution or sales channel or for any other purposes.

  7. Unless the Operator decides otherwise, any changes, updates and / or corrections to the Information about the Facility, including prices or availability, are made by the Lessor directly through the System or in any other way that the Operator may reasonably indicate to the Lessor. Updates and changes of graphics, photos and descriptions are processed by the Operator in the shortest possible time.

§4.

Charges

  1. For each reservation of the Facility made and paid by the Lessee via the Platform, the Lessor pays the Operator a commission (hereinafter "Commission").

  2. The rental fee paid by the Lessee is the sum of the costs for individual specific days, which is determined by the Lessor.

  3. The value of the fee per day may vary depending on the date and decision of the Lessor, but the Lessee must be aware of the full cost of the lease, including any additional fees, before concluding the lease agreement.

  4. The gross Commission due to the Operator is the product of the gross amount paid by the Lessee and the 10% rate.

  5. For the avoidance of doubt, the Lessor hereby agrees and acknowledges that in the event of payment of the price for the Facility by the Lessee to the Lessor, the Operator shall charge a Commission also in the event of the Lessee's no-show or cancellation of the reservation, except when the Lessee is entitled to a full refund.

  6. The Commission will also be charged in the case of:

    • overbooking: in any case and / or
    • collection of cancellation fee and / or no-show fee: The Operator charges a Commission when the Lessor charges a fee for the rental of the Facility and / or a no-show / cancellation fee in the event of a (paid) cancellation and / or no-show.
  7. The Commission is always charged in accordance with the confirmed reservations, provided to the Lessor and confirmed by the Operator to the Lessee.

  8. The Lessor is obliged to inform the Operator about the applicable taxes (unless applicable law provides otherwise), fees, receivables and charges (and any changes in this regard) that will be collected from the Lessee by the Lessor. Unless the Operator has agreed otherwise, prices given to the Lessee on the Platform should include sales tax and any other charges (including national, government, regional, city or local) as well as other taxes and other charges.

  9. The System shows to the Lessor the details of all bookings made at the Facility via the Platform, as well as the Commission due. After each month, the Operator will make every effort to prepare an electronic booking report, which is available to the Lessor in the System and contains reservations for all Lessee whose departure date from the Facility was in the previous month.

  10. The Commission for bookings in a calendar month, which includes the (planned) date of the Lessee's departure from the Facility in that given month, will be invoiced (except where the Lessor has agreed to withdraw from the payment for the rental or in the case of free cancellations made on the Platform and in accordance with the Lessor's cancellation policy) and paid in the following month in accordance with the following conditions:

    • Invoices are generated monthly and sent to the Lessor by traditional mail or e-mail, the Lessor consenting to the receipt of invoices only in electronic form (via e-mail).
    • The invoiced Commission for a given month is paid by the Lessor within 14 days from the date of issuing the invoice.
    • Payment of the Commission is made with the use of Stripe payments (online payment system available at https://stripe.com). The Lessor covers all costs charged by the above-mentioned entity, banks or other intermediaries related to the transfer of funds.
    • Payment of the Commission is carried out in an automated manner and may take place without the Lessor's active participation (the Lessor's actions), which the Lessor is aware of and agrees to.
    • All payments to be made under the Agreement must be made in the full amount due to the Operator, free of any withholding of any taxes, fees, imports, duties, costs and deductions of any kind now or later imposed by any governmental authority, fiscal or other. If the Lessor is forced to make such an offsetting or deduction, the Lessor shall pay to the Operator such additional amounts as are necessary to ensure that the Operator receives the full amount stated in the invoice that the Operator would receive without any deduction.
    • The Commission for a given month is payable by the Lessor in the appropriate currency (if applicable, at the exchange rate), as stated in the invoice. The Operator may, at his sole discretion, prepare invoices in the base currency (EUR / USD) or in the Lessor's local currency and then convert the relevant final amount in the local or principal currency based on the exchange rate on the last day of the relevant month for which the invoice is issued. The exchange rate used is the interbank rate used by the largest international financial banks or service companies, selected by the Operator.
  11. The Lessor is responsible for deducting and reporting the relevant taxes applicable to the Commission due to the Operator in accordance with the relevant tax regulations and the practices and requests of tax authorities. The Lessor is responsible for the payment and remittance of taxes applicable to the Commission (Payments) and related late payment interest and penalties imposed by the tax authority for failure to deduct and report any taxes applicable to the Commission. If necessary, the Lessor is solely responsible for negotiating and agreeing with the relevant tax authorities the tax procedures regarding Commissions (Payments). At the Operator's first request, the Lessor will provide the Operator with copies (photocopies/scans) of tax payment certificates/tax exemption certificates after each Commission has been transferred.

  12. In the event of a dispute between the Operator and the Lessor, any undisputed amount of the Commission will be paid in accordance with the terms of this Agreement, regardless of the status or nature of the dispute.

  13. The Lessor agrees and acknowledges that the Operator may, from time to time and in certain jurisdictions, make certain payment methods available on the Platform for certain payments made by Lessee, according to which (where available) bank transfer or other online payment methods may be made and processed on behalf of the Lessor (hereinafter "Assisted Payment").

  14. The Operator may authorize a third party (hereinafter "Payment Processor") to operate through the Platform in order to enable an Assisted Payment. This paragraph applies if the type of organized Assisted Payment is made through a Payment Processor providing services (hereinafter "Payment Processor Services") to the Lessor and under a direct contractual relation by purchasing and / or otherwise collecting payments from Lessee on behalf of the Lessor at in relation to those payment methods operated by a Payment Processor (hereinafter "Payments Processed"); and for the transfer of the amounts thus collected in relation to Payments Processed directly to the Lessor.

  15. The parties confirm that Assisted Payment within the meaning of this paragraph includes:

    • a separate contract (hereinafter "PP Documentation") between the Lessor’s and the Payment Processor, to which the Operator will not be a party; and
    • a separate agreement (hereinafter "Operator and Payment Processor Documentation") to which the Lessor is not a party and under which the Operator enables the Payment Processor to offer Processing Services to Lessor via the Platform.
  16. The Lessor, by agreeing to use the Services of Payment Processors and undertakes to comply with PP Documentation:

    • The Lessor hereby authorizes the Operator to take all steps necessary to make this choice and enable the Lessor to open an account with a Payment Processor (and / or integrate a new account with any existing Lessor account with the Payment Processor);
    • The Lessor will make all reasonable efforts to assist the Operator in performing his obligations related to Assisted Payment. In particular, but not limited to, the Lessor will provide the Operator, or as directed by the Operator; such information as is required to provide the Assisted Payment service, including any information required to identify the Lessor for legal reasons (including in connection with the prevention of fraud, money laundering and financing of terrorism); and
    • The Lessor authorizes the Operator to provide the Payment Processor with all information regarding the Lessor.
  17. The Lessor will provide the Operator, or as instructed by the Operator, such information as is required to enable the Payment Processor to make payments in relation to Processed Payments. The Lessor ensures that all information provided by him to the Operator is complete and accurate at all times and that he bears sole and full responsibility resulting from incorrect information provided to the Operator and releases the Operator from any liability and any expenses that the Operator may incur due to incorrect or incomplete information. The Lessor authorizes the Operator to instruct the Payment Processor on behalf of the Lessor in relation to the receipt, processing and payment of Processed Payments, including any refunds, reversals, returns, disputes, balance adjustments, chargebacks or other related matters.

  18. The Lessor agrees to use the services of the Payment Processor to collect the amounts due to the Lessor, Operator or Lessee, and declares that he will be fully familiar with the content of the PP Documentation at any time and will fulfill his obligations arising therefrom and relieve the Operator from any liabilities and expenses that the Operator may incur.

  19. The provision of Payment Processor Services by the Payment Processor to the Lessor depends on the Payment Processor and may be withdrawn by the Payment Processor at any time in accordance with the terms of the PP Documentation. The Operator accepts no liability for any decision by the Payment Processor not to provide his Services to the Lessor (whether legitimate or not) or for any breach or delayed performance by the Payment Processor of any due obligations to the Lessor in connection with the provision of the Payment Processor's services. The Operator will not be required to ensure that the services of the Payment Processor are always available to the Lessor.

  20. The Operator may at any time give notice of the termination or suspension of the availability or operation of the Assisted Payment in whole or in part in the event of alleged or actual fraud, breach of sanctions or breach of the Agreement by the Lessor or in connection with any Payment processed. Lessor acknowledges and agrees that the Operator and the Payment Processor may share information (in accordance with either party's privacy requirements) relating to actual or suspected fraud or misuse of the Payment Processor's services by the Lessor.

  21. The Operator may debit the mutual billing account or claim damages from the Lessor for any fees, costs or expenses incurred by the Operator in connection with enabling the Assisted Payment and the services of the Payment Processor through the Platform. The Operator will be authorized by the Lessor to instruct the Payment Processor to pay such an amount to the Operator from Processed Payments.

  22. The Lessor hereby authorizes the Operator to instruct the Payment Processor to make a payment to the Operator from Processed Payments, the amounts required to be paid:

    • due and outstanding Commission; and / or
    • other amounts due from the Lessor to the Operator.
  23. The Lessor agrees and acknowledges that, for each reservation, the total amount of the reservation (hereinafter "Price Per Facility") will be charged and processed by the Payment Processor. The Lessor accepts and agrees that the Price for the Facility may be paid by the Lessee in a different currency.

  24. The Lessor bears all currency risk, including the risk related to the exchange of the Price for the Facility into a different currency. The Lessor agrees and acknowledges that due to the fluctuating exchange rates and the costs / fees charged for the collection, processing and payment of Processed Payments, there may be differences between the Price for the Facility (sent by the Lessor to the System), the relevant Processed Payment and the amount of the applicable Processed Payment received by the Lessor and that the Lessor will not further charge, demand payment or charge the Lessee any amount for such difference.

  25. The Lessor agrees and acknowledges that it is always responsible for collecting, remitting, withholding and making payments to the relevant tax authorities (where applicable) of the relevant taxes, fees, surcharges and fees for the Facility Price (including relevant taxes, surcharges, fees, amounts and fees not included in the Price for the Facility) and transfers, deductions and payments (as applicable) of Commission taxes to the relevant tax authorities. Unless the relevant Information about the Facility clearly states that certain taxes, fees, extras (e.g. breakfast) or other amounts are not included in the Price for the Facility (hereinafter "Excluded Items"), the Lessor ceases to charge, demand payment or collect any amounts from the Lessee that have not yet been included in the Price for the Facility (except for the Items not included (if applicable)).

  26. In the event that:

    • The Lessor agrees to the return of the fully or partially paid non-returnable Price for the Facility; or
    • Operator:
      • is required by any applicable cancellation or law, court order, government instruction or order, arbitration (or similar) order or subpoena to refund all or part of the Price for the Facility; or
      • determines at his own discretion that in relation to a given Lessee, it will reasonably and fairly refund all or part of the Price for the Facility;

    the Operator has the right to:

    • indicate to the Payment Processor to cancel any Processed Payment for the refund amount not yet made and to refund any Processed Payment that has been processed; or
    • settle the relevant amount with the Lessee on behalf of the Lessor with his own resources and indicate to the Payment Processor on behalf of the Lessor to refund the amount paid for the Processed Payments. Unless there are sufficient funds to settle and pay all amounts due to the Operator in respect of such reimbursement, or the Operator fails to provide such instructions, the Operator is entitled to collect the relevant portion of the missing amount using the Direct Debit (if available) or the Lessor upon first request of the Operator pays the appropriate missing amount to the bank account indicated by the Operator.
  27. In the event of non-use or cancellation of the reservation, the Operator is entitled to charge the Commission on the appropriate amount of the Price for the Facility, collected and transferred to the Lessor. In the case of overbooking, the Commission is charged in accordance with the terms of the Agreement.

  28. Unless otherwise provided by applicable law, the Lessor shall invoice the Lessee for the full amount of the booking value (including all applicable taxes and fees). The Lessor does not issue an invoice to the Operator for the reservation or stay. Nothing in this Agreement shall constitute or imply that the Operator is acting as the principal, vendor or reseller of the room.

§5.

Reservations

  1. In the case of a reservation made by the Lessee via the Platform, the Lessor receives a confirmation of each reservation, which includes the date of arrival, number of nights, price, name and surname of the Lessee, and other information, including special wishes presented by the Lessee.

  2. The Operator is not responsible for the correctness and completeness of the information and dates provided by the Lessee. In addition, the Operator is not responsible for the payment obligations of the Lessees related to their booking. In order to avoid any doubts, the Lessor regularly (but at least once a day) checks and verifies the reservations and their status in the System. Information placed in the System by the Operator is considered as effectively delivered to the Lessor, regardless of whether the Lessor has read it or not.

  3. If a reservation is made via the Platform, a direct rental agreement (a new, independent, binding legal relation) is concluded only between the Lessor and the Lessee.

  4. In the event that the proper fulfillment of section 3 of this paragraph is not possible under the national law of the Lessor or the Lessee, the concerned Users are not entitled to use the Operator's Services.

  5. The Lessor is obliged to fulfill all obligations to the Lessee indicated in the rental agreement in accordance with the provisions of the confirmed reservation.

  6. Apart from the fees specified in the confirmed reservation sent by the Operator to the Lessee, the Lessor shall not charge the Lessee with any additional fee, including in particular an administrative fee or a fee for the use of the selected form of payment.

  7. Complaints or claims regarding the use of the Facility or other services offered, rendered or provided by the Lessor, or regarding the implementation of individual requests submitted by the Lessee, are considered by the Lessor without the intermediation or other active participation of the Operator. The Operator is not liable in connection with such complaints or claims raised by the Lessees.

  8. The Operator may, at his discretion:

    • offer Lessee or Lessors additional support services;
    • provide - at the expense of the Lessor - an alternative Facility of the same or higher standard in the event of overbooking or other gross irregularities on the part of the Lessor;
    • otherwise assist the Lessee in communication or activities directed against the Lessor.
  9. The Lessor provides the opportunity to use the Facility booked by the Lessee on the date and under the conditions specified in the confirmed reservation, and if for any reason the Lessor is unable to meet his obligations under the contract, the Lessor shall immediately inform the Operator about it. Unless the Operator provides alternative accommodation (to be verified by the Lessor together with the Operator), the Lessor will make every effort to provide alternative solutions of equal or higher quality at the Lessor's expense, including in particular:

    • will provide suitable alternative accommodation of the same or higher standard and within a distance of no more than 20 km in a straight line from the Facility where the Lessee has a guaranteed reservation;
    • provide the Lessee and other members of the Lessee's group mentioned in the booking with free private transport from his Facility to an alternative accommodation and back;
    • reimburse and compensate the Operator and the Lessee for all reasonable costs and expenses (e.g. the cost of alternative accommodation, transport, telephone connections) incurred, paid or incurred by the Lessee and / or the Operator for reasons attributable to the Lessor. All amounts charged by the Operator in this regard are paid within 14 days of receipt of the invoice, and these fees may be charged automatically via the Stripe website by the Operator, to which the Lessor agrees.
  10. The Lessor cannot cancel an accepted reservation. In the event of an alleged or suspected fraud, the Operator reserves the right to withhold, suspend or cancel the reservation, which is tantamount to withholding, suspending or charging back the transfer of funds due for the rental, and informs the Lessor about it.

  11. Cancellations of reservations made by Lessee before the date after which the cancellation fee applies, will not result in the obligation to pay the Commission. Appeals made by Lessees after the date after which the appeal fee applies, will result in the obligation to pay the Commission in accordance with the terms of this Agreement.

  12. The Operator displays search results, which are individually tailored to each specific User, by presenting a personalized default ranking of the Facilities on the Platform according to an algorithm, which is the Operator's business secret. Users can use filters and sort by alternative ranking orders and thus may have an influence on the presentation of the search results in such a way as to obtain a ranking order based on other criteria.

§6.

Liability

  1. The Lessor is solely responsible and liable and releases the Operator from all obligations, including but not limited to: expenses (including, but not limited to, reasonable fees and lawyers' fees), damages, other obligations, claims of any kind, interest, penalties and court proceedings imposed on The Operator or threatening the Operator in connection with:

    • any claims made by Lessees regarding inaccurate, incorrect or misleading information about the Facility published on the Platform;

    • any claims made by the Lessees regarding stay in the Facility, overbooking or (partially) cancelled or incorrect bookings;

    • any other claims of the Lessee that can be wholly or partially attributed to the Lessor or at the risk or responsibility of the Lessor (including claims related to the services or products offered by the Lessor or the lack thereof) or which arise as a result of a tort, fraud, wilful misconduct conduct, negligence or breach of this Agreement or the rental agreement by the Lessor or attributable to the Lessor, relating to the Lessee or his Facility;

    • any claims against the Operator or costs incurred by the Operator in connection with:

      • the Lessor's failure or negligence to register with the relevant tax authorities in a timely, correct and accurate manner or to pay, collect, transfer or deduct any applicable taxes, fees, surcharges and charges levied on the basis of or for services or other fees arising from this document in given jurisdiction and commission payment); or
      • tax liabilities and obligations imposed on the Operator or assigned to it for taxes for which the Lessor is responsible, or in the event that the Operator is obliged by law to pay, collect, deduct or remit the taxes on behalf of or for the Lessor;
      • all pecuniary and non-pecuniary claims made by third parties in connection with representations, guarantees and obligations regarding the Lessor.
  2. There may be arrangements between the Operator and his business partners that concern, inter alia, displaying the Platform's content on other websites, including the websites of business partners.

  3. In no event is the Operator responsible to the Lessor for any acts or omissions on the part of any websites, platforms or other third parties. The only action available to the Lessor in relation to the activity of such third parties is:

    • requesting the Operator to disable the operation of such a third party platform and disconnect the Lessor from it (the Operator has the right to do so, not an obligation); or
    • termination of this Agreement.
  4. The systems, books and records of the Operator, including the System, are considered conclusive evidence of the existence and receipt by the Lessor of the reservation made by the Lessee and the amount of the Commission due from the Lessor or the occurrence of damages or fees due to the Operator under this Agreement, unless the Lessor can provide reasonable and credible evidence to the contrary.

  5. The Operator, together with his authorized advisers and representatives, may conduct an audit of the Lessor's compliance with the terms of this Agreement, including in particular the correctness of invoices issued to Lessees. The Lessor shall, without undue delay, assist the Operator or authorized advisors or representatives of the Operator in carrying out such an audit, and in particular shall provide the Operator with reasonable access to all relevant books, documents, rooms, personnel and other information relevant to the performance of this Agreement by the Lessor, in any case not exposing the Operator to any related costs.

§7.

Statements

  1. The Lessor represents and warrants the Operator that during the term of this Agreement:

    • The Lessor has all the necessary rights, authorizations and powers to use, conduct business, possess (if applicable), grant licenses and sub-licenses and enable the Operator to make available on the Platform:

      • appropriate accommodation in the Facility; and
      • the related Intellectual Facility Rights specified or indicated in the Information about the Facility made available on the Platform.
    • the Lessor has and complies with all permits, licenses and other authorizations granted by state institutions and other requirements necessary to conduct, perform and continue operations, including in particular making the Facility available on the Platform for the purpose of making reservations (including for short stays) by Lessees;

    • the Lessor is duly registered in all relevant tax offices and other offices / courts / registers as a hotel or other appropriate provider of accommodation services, if such a requirement relates to offering the lease of the Facility according to the law governing the Lessor or the Facility;

    • The Lessor, except when the Operator has obtained the express prior written consent of the Operator, will not sell or offer to sell any tourist events on the Platform within the meaning of Directive (EU) of the Parliament and of the Council 2015/2302 of November 25, 2015 on tourist events and linked travel arrangements (hereinafter the "Package Travel Directive") (national legislation implementing, referring to or referring to this Directive);

    • The Lessor and his board of directors and the direct, indirect and ultimate owners (and their board of directors or directors) are not related in any way, are not a part of, are not involved or associated with, and are not under the supervision, management or Facility the following persons or entities from the list below:

      • terrorists and terrorist organizations; and / or

      • sanctioned entities / persons; and / or

      • entities / persons that:

        • are guilty of an involvement in money laundering, tax avoidance, bribery, financial crime, fraud or corruption; or
        • have entered into an agreement to suspend or conditionally suspend proceedings admitting their involvement in money laundering, tax avoidance, bribery, financial crime, fraud or corruption.
  2. The Lessor shall immediately notify the Operator in the event of an actual or suspected breach of section 1 of this paragraph.

  3. Lessor:

    • respects human rights in his relations with employees and clients, does not employ children, does not use forced labor and ensures safe working conditions;
    • does not apply or allow discrimination on the basis of race, religion, disability or sex, and does not allow cruel or degrading disciplinary practices in the Facility or as part of the Lessor's activities outside the Facility;
    • pay each employee at least the appropriate minimum wage and provide all legally prescribed benefits and comply with the laws on working hours and employee rights in the jurisdiction in which the Lessor operates;
    • not holding anyone in bondage or as a slave, and not arranging or facilitating the passage or residence of any person with the intent to exploit it.
  4. The Lessor will support the observance of the standards set out in section 3 points a-d of this paragraph by the suppliers whose goods and services the Lessor uses in the performance of obligations under this Agreement.

  5. Each Party represents and warrants to the other Party that during the term of this Agreement:

    • has full power and authority to enter into and perform his obligations under this Agreement;
    • undertake all commercially required activities necessary for the implementation and compliance with the provisions of this Agreement;
    • this Agreement constitutes a final and binding obligation of that Party in accordance with its terms;
    • in all material respects, complies with all applicable laws, codes, regulations, ordinances and rules in force in the country, state / province or municipality where the Party is registered (and in the case of the Lessor also in the jurisdiction in which the Facility is located) with respect to the offered (to be offered) products / services provided by this Website.
  6. Unless otherwise provided in this Agreement, neither party makes any representations or warranties, express or implied, with regard to the subject matter of this Agreement and hereby disclaims all implied warranties, including all implied warranties of merchantability or fitness for a particular purpose of this Facility.

  7. The Operator disclaims and excludes all liability to the Lessor, which is related to full or partial and permanent or temporary failure, downtime, shutdowns, interruptions or unavailability of the Platform, Service and / or System. The Operator provides (and the Lessor accepts) the Service, Platform and System as they are and in which they are available, and the Operator may at any time make changes to the Service, Platform and / or System, to which the Lessor agrees.

§8.

Force majeure

  1. The Lessor is aware and agrees that in the event of a force majeure event, by which the parties understand an external event, impossible or almost impossible to predict, the consequences of which could not be prevented, the Lessor does not collect or returns (if applicable) Lessees affected by a force majeure event of fees, costs, expenses or other amounts (including (non-refundable) price or no-show fees, (change) or cancellation fees) for:

    • cancelling or changing the reservation made by the Lessee; or
    • that part of the booking which has not been used due to a force majeure event.
  2. In case of justified doubts, the Lessor may ask the Lessee to provide evidence of a causal link between the event of force majeure and the cancellation of the booking, no-show or change of the booking (and provide the Operator with a copy of such evidence at the request of the Operator). In order for the Operator to be able to register the cancellation of registration, no-show or change of reservation due to a force majeure event, the Lessor shall inform the Operator within 2 working days after:

    • the scheduled check-out date, no-show or cancellation; or
    • checking out, about the number of days of actual stay.
  3. The Operator will not charge a Commission in the event of a registered no-show or cancellation of the booking for that part of the booking that has not been used due to a force majeure event.

§9.

Confidentiality

  1. The Parties understand and agree that in the performance of this Agreement, each Party may learn, directly or indirectly, or have access to confidential information of the other Party. Confidential information includes the data of Users, including Lessees and Lessors and the Operator, including, in particular, the size of the transaction, marketing and business plans, the nature of the business, financial, technical, operational and other confidential information that the disclosing Party marks as private or confidential or about which the receiving party should know that it should be treated as private and confidential (also known as "Confidential Information").

  2. Unless otherwise specified in the Agreement, each Party agrees that:

    • all Confidential Information remains the sole Facility of the disclosing party and the receiving party does not use any Confidential Information for any purpose except for the performance of this Agreement;
    • uses the necessary methods, including concluding appropriate contracts, so that his employees, management members, representatives, subcontractors, agents and other associates (hereinafter "Authorized Persons") maintain the confidentiality and secrecy of Confidential Information;
    • disclose Confidential Information only to those Authorized Persons who must have access to such information as part of the performance of this Agreement;
    • does not copy, publish, disclose to other persons or use (except under the terms of this Agreement) Confidential Information or will not do so in the future;
    • upon written request of the other Party, return or destroy all Confidential Information (printed or electronic).
  3. Notwithstanding the above section 2:

    • the information does not have the status of Confidential Information to the extent that:

      • are or will become part of the public domain due to the inaction or omission of the receiving party,
      • were in the possession of the receiving party prior to the conclusion of this Agreement,
      • is disclosed to the receiving party by a third party who is under no obligation to maintain confidentiality with respect to such information,
      • must be disclosed in accordance with the law, court order, subpoena or on the basis of the summons of an authorized state authority.
    • nothing in this Agreement prevents or restricts the Party from disclosing the content of this Agreement or the Confidential Information in the trust of an associated company, while ensuring the confidentiality of the information by the above-mentioned subject.

§10.

Term of the Agreement

  1. This Agreement is concluded and shall enter into force on the date of acceptance of the terms and is concluded for an indefinite period. Either party may, for any reason, terminate this Agreement at any time upon giving notice to the other party subject to a seven-day notice period.

  2. Each Party may terminate this Agreement with immediate effect in the event of:

    • a legal or regulatory obligation;
    • overriding reason resulting from the applicable law, in particular in the case of the introduction of new regulations;
    • repeated breach of the terms of this Agreement by the other Party;
    • a material breach, including, but not limited to, the provision of illegal or inappropriate content, fraud or a breach of data protection.
  3. Subject to the provisions of sections 1 and 2 of this paragraph, the Operator may:

    • limit or suspend this Agreement with immediate effect; or

    • terminate this Agreement (the Operator may close his Platform for the Lessor) with immediate effect in the following cases:

      • breach (based on reasonable premises or suspicion) by the Lessor of any provision of this Agreement;
      • filing for bankruptcy, insolvency or suspension of payments (or a similar action or event) in relation to the Lessor; or
      • any of the following events or circumstances (whether there is justified premise or suspicion):
        • failure to pay any invoices, debit notes or fees to the Operator prior to the due date or on the day when such due date falls;
        • a bad faith attempt to avoid the payment of the Commission or to reduce the Commission;
        • providing by the Lessor inaccurate, outdated, incomplete, incorrect, misleading or false information, including the publication of information about the Facility of any such nature in the System;
        • bcd) failure to accept the reservation at the price and / or conditions shown on the reservation or failure to comply with the agreed price and / or reservation conditions;
        • a serious complaint by one or more Lessees or a third party;
        • repetitive low ratings given by other Users or negative reviews;
        • manipulation or attempts to manipulate the reservation or functioning of the Platform by the Lessor (e.g. by manipulating the opinions of the Lessees);
        • any security, privacy or health issues relating to the Lessor or his Facilities;
        • breach (including actions or events of failure to comply with the terms of the contract or failure to perform an obligation arising therefrom) of any other contract concluded between the Operator and the Lessor;
        • the Lessor's behaviour that is inconsistent with the Operator's global business model, technology or rules;
        • when the Operator reasonably believes that it is necessary to act to, inter alia, protect the personal safety or Facility of the Operator, Lessees or third parties in order to prevent improper, unlawful or unprofessional (physical or not) behaviour and / or action in bad faith, fraud or any other unacceptable activity;
        • if the Operator reasonably believes that the Lessor violates any of his statements or any of his obligations;
        • in the event that the Lessor fails to provide the Operator with information, documents or other evidence that the Operator reasonably requests in connection with the conduct of the due diligence procedure (including, for the avoidance of doubt, such due diligence processes aimed at ensuring compliance by the Lessor with legal requirements) in the field of counteracting bribery, the application of sanctions, activities aimed at tax avoidance or facilitating tax avoidance and counteracting financial crimes).
  4. Each notification by the Operator about the closure of the Lessor's account on the Platform (or with a similar wording) means the termination of the Agreement. Upon termination, suspension or termination of the Agreement, the Lessor recognizes the Lessee' outstanding reservations and pays all Commissions (plus costs, expenses, interest, if applicable) due on these reservations in accordance with the terms of this Agreement. After the termination or suspension of the Agreement and irrespective of the Operator's right to (permanently) remove the Facility and the Lessor from the Platform, the Operator is entitled to keep and update the site of the Facility and the Lessor on the Platform, but it is possible to close (status: "activity closed") pending full and final payment of all amounts owed and outstanding (including the (future) Commission).

  5. After termination of the contract and save as otherwise stated, this Agreement will be categorically and completely terminated against the terminating Party and will cease to be in force without prejudice to the rights and remedies of the other Party with respect to compensation or breach by the other (terminating) Party to this Agreement. Provisions which by their nature will survive termination will remain in effect.

  6. In the event of a change in ownership with regard to the ownership or other right to the Platform (including the assignment of this Agreement), the Lessor agrees and acknowledges that the new Operator is entitled to use the Information about the Facility provided or used by the Lessor prior to the change of owner (including Lessee' views) and has access to relevant (financial and operational) results, management and data. In any event, the Lessor is and will remain responsible for all obligations, claims and obligations related to a given period or accrued prior to the change of ownership.

  7. The Lessor agrees to the assignment of this Agreement by the Operator to a third party with regard to the rights and obligations of the Operator.

§11.

Personal data protection

  1. Each party shall take reasonable steps to protect Personal Data processed in the context of the Agreement in order to protect it against loss and unauthorized access, use, deletion and disclosure and, in accordance with applicable law, process personal data in a manner that ensures appropriate confidentiality and security of such personal data.
  2. The Lessor confirms that he is responsible for the handling and security of personal data that he processes in the context of the Agreement, and the Operator confirms that he is responsible for handling and security of personal data that he processes in the context of the Agreement. The Lessor provides personal data to the Operator only if such disclosure is permitted under applicable law. The Operator is the Data Controller only with regard to personal data, the purpose and methods of which he independently decides. Each party is solely responsible for the processing of personal data by itself or on his behalf in accordance with applicable data protection laws. The parties, if required by applicable law, cooperate in good faith and provide assistance in the event that any User to whom the data relates wish to exercise the right of access, correction, deletion, forgetting or transferability, or in the event of requests by competent authorities to demonstrate compliance with responsibilities relating to the party.
  3. Detailed regulations on the methods and scope of data processing by the Operator are contained in the Platform Privacy Policy, available at the Internet address: https://tripoffice.com/privacy-policy in a form that allows you to read its content, download it to the hard disk and print it.
  4. The parties process personal data only to the extent permitted by law, and the only purpose for which the Lessor may process Personal data is the proper performance of the rental agreement, except for situations where the Lessor has a legal basis to process personal data also in other purposes.
  5. If the Lessor will intends or intends to notify the Lessees or other parties (e.g. competent data protection authorities and / or state authorities) of a data breach (any detected or suspected incident causing accidental, unlawful or unauthorized destruction, loss, change, access , disclosure or use of personal data) regarding the Personal Data received by the Lessor from the Operator, and the notification will refer to the Operator, the Lessor first, to the extent permitted by law, provides all initial notifications and related correspondence to the Operator and cooperates reasonably with the Operator in creating final versions of such notices and correspondence and other communications that may be with Lessees or authorities. The Lessor confirms that the Operator retains the right to voluntarily inform his Users about any such data breach. Within the limits permitted by law and for the avoidance of doubt, without the prior express consent of the Operator, the Lessor does not notify the Lessees or other parties about the breach of data related to personal data that the Operator places in the System.
  6. The Lessor may request the Operator to disclose Personal Data related to the Lessee's booking to other partners, service providers or affiliates of the Lessor (hereinafter "Lessor's Partners") or systems in which the Lessor's Partners can access this personal data for the purpose of managing or facilitating booking between the Lessee and the Lessor. Each such disclosure is made solely on behalf and at the request of the Lessor, which may be changed by the Lessor at any time and cannot be interpreted as a disclosure made by the Operator. The Lessor declares and guarantees that he has all the necessary rights, authorizations and permits to receive (process) this data and to disclose this personal data to these Lessor's Partners. At the same time, the Operator has the right to refuse to disclose the data in the event that it will result in a breach of the law by the Operator.
  7. The data concerning the Lessor or the Facility (including the personnel of the Facility, agents, representatives and other persons) that the Operator collects and which are generated by the use of the Platform by the Lessor, depend on the context of the business relation and interaction with the Operator, the choices made by the Lessor and products, services and features used, which may contain personal data. Such data may include information about the Facility or the Lessor, including, but not limited to, contact details, financial data, data on the services provided by the Lessor. The Lessor has access to such data via the System.
  8. Data collected by the Operator regarding the Lessee depend on the context of interaction with the Operator, the choices made by the Lessee and the products, services and functions used. Such data may relate, in particular, to booking details, payment details, account details, customer service data, opinions, and marketing directed at Lessees. The Lessor has access to the relevant booking details, payment details (where necessary), customer service data (where necessary), feedback and product usage data and analysis (in an aggregated form) via the System.
  9. The Operator has access to the above-mentioned data, including Personal Data, for the following purposes: account registration and account management, customer service, marketing and service updates, in order to enable the use of communication tools, collecting analyses to improve the service and research, ensuring security, fraud detection and prevention, and for legal and compliance purposes. The mechanism of resignation from the transfer of data may be available to the Lessor directly in the Lessor's account settings, where the transfer of such data to third parties is not necessary for the proper functioning of the Platform. Notwithstanding this mechanism, the Lessor may always object to the transfer of data by writing to the address: support@tripoffice.com

§12.

Copyright

  1. All materials, except for materials to which the Lessor has exclusive rights, including graphic elements, layout and composition of these elements, trademarks and other information available on the Platform are subject to the exclusive rights of the Operator. The indicated elements are subject to proprietary copyrights, industrial Facility rights, including trademark registration rights and database rights, and as such enjoy statutory legal protection.

  2. Downloading or using the materials available on the Platform to any extent requires the Operator's prior consent each time and may not violate the provisions of this Agreement and generally applicable law, and may not infringe the Operator's interests.

  3. It is forbidden to modify or copy elements of the Platform.

  4. The creation of websites and applications similar or identical to the Platform, which mislead recipients and may give the impression that they come from or are related to the Operator’s or the Platform, is a tort under the Act on Combating Unfair Competition.

  5. The Lessor hereby grants to the Operator a non-exclusive, free, unlimited in time and worldwide, including on the Internet, license (or, if applicable, sub-license) valid for all known fields of use, in particular:

    • to use, duplicate, reproduce, distribute, sublicense, communicate and share in any way and display the elements of the Lessor's intellectual Facility rights made available on the Platform by the Lessor, in the form in which they were transferred to the Operator by the Lessor on the basis of this Agreement and which are necessary for the Operator to exercise his rights and obligations under this Agreement;
    • for the use, independent reproduction, duplication on request, processing, dissemination, sublicensing, display and use (including, but not limited to, publicly presenting, modifying, adapting, communicating, reproducing, copying and making available to the public in any way) information about the Facility.
  6. The Operator may sublicense, share, disclose and offer Information about the Facility (including relevant Intellectual Facility Rights) of the Lessor and special offers made available by the Lessor on the Platform and any other rights and licenses specified in this Agreement via (websites, applications, platforms, tools or other devices) or in cooperation with affiliated companies and / or third parties.

§13.

Comments, ads, messages

  1. Lessees who have stayed in the Facility will be asked by the Operator to comment on the stay in the Facility and to provide a score for some aspects of the stay.
  2. The Operator reserves the right to post these selected collected comments and reviews on the Platform. The Lessor is aware that the Operator is a distributor (no obligation to verify) and not an entity that publishes comments or ratings.
  3. The Operator undertakes to make every effort to monitor and review the Lessee's opinions in terms of indecent content or giving names or other Personal Data. The Operator reserves the right to refuse to publish, edit or delete selected opinions in the event that such opinions contain indecent content or mention the name and surname or other Personal Data.
  4. The Operator will not undertake any discussions, negotiations or correspondence with the Lessor with regard to the content or the consequences of publishing the opinion of the Lessees.
  5. The Operator is not responsible for the content and consequences of publishing any comments or ratings.
  6. Lessee's opinions are for the exclusive use of the Operator and may be made available on the Platform from time to time. The Operator retains the exclusive ownership of all rights in the area of ​​the Lessee's opinions, and the Lessor, without the Operator's prior express consent, is not entitled to directly or indirectly publish or otherwise use the Lessee's opinions.
  7. The Operator is entitled to promote the Facility using the name and / or photos of the Facility in online marketing, including e-mail marketing and / or pay-per-click (PPC) advertising. The Operator conducts online marketing campaigns at his own expense and at his sole discretion.
  8. The Lessor knows how search engines operate, such as content browsing and URL ranking.
  9. The Lessor undertakes not to use, display, benefit, incorporate, refer to or direct specifically to the brand, logo, website or name of the Operator or the Platform for any purpose, unless previously approved on written by the Operator. The Lessor shall not directly or indirectly use or create any advertisements on the search sites that redirect, direct and link to the relevant landing page of the Lessor or the Facility on the Platform.
  10. The Operator may, as part of his service for Lessees and Lessors, enable communication between the Lessee and the Lessor (hereinafter the "Messaging Service") using the tools provided by the Operator. The Operator will process messages sent via the Messaging Service (hereinafter "Messages") in accordance with the Privacy Policy applicable to Users, available on the website: https://tripoffice.com/privacy-policy. The Lessor hereby irrevocably and unconditionally recognizes and agrees to the processing of Messages by the Operator (in including processing, storing, receiving, accessing, viewing and viewing messages by the Operator) and declares that he has duly and reliably informed (and in accordance with applicable regulations, obtained consent) of employees, agents, representatives, staff members and other persons using the Transmission Service messages on behalf of the Lessor (including processing, receipt, inspection, storage, viewing and access to such messages by the Operator).
  11. Notwithstanding any provisions to the contrary in the Agreement, the Lessor agrees to comply with and ensure that persons acting on his behalf will comply with the Terms and Conditions of using the Operator's business partner account, which are available on the Platform.
  12. The Lessor undertakes not to use the Messaging Service to send unsolicited electronic messages to any person. The Lessor fully indemnifies the Operator against any third party claims or financial penalties resulting from unlawful or unauthorized use of the Messaging Service by the Lessor for his own purposes.

§14.

Final Provisions

  1. Save as otherwise provided in this Agreement, the Agreement shall be governed solely by and interpreted in accordance with Polish law. Save as otherwise provided in this Agreement, any disputes arising from or related to this Agreement shall be settled exclusively by the court competent for the seat of the Operator.

  2. Any complaints or inquiries regarding the operation of the Platform or the Service should be directed to the following e-mail address: support@tripoffice.com.

  3. The Lessor is not entitled to assign, transfer, encumber any of his rights and / or obligations under this Agreement without the prior express consent of the Operator.

  4. All notices of the parties and communications must be made in English or Polish in writing or in online communication and sent by post with acknowledgment of receipt, by e-mail or by a nationally recognized courier to the address provided by the Party as appropriate for correspondence (unless otherwise indicated - registered address).

  5. This Agreement constitutes the entire agreement and understanding of the Parties with respect to its subject matter and supersedes all prior agreements, arrangements or representations relating to this subject.

  6. In the event of a conflict between this Agreement and an existing Annex, the Annex shall prevail. If any provision of this Agreement is or becomes invalid or non-binding, the Parties will remain bound by all other provisions of this Agreement. In such event, the Parties will replace the invalid or non-binding provisions with provisions that are valid and binding and which have (as far as possible) an effect similar to the invalid or non-binding provisions, taking into account the content and purpose of this Agreement.

  7. Nothing in this Agreement shall prevent or limit the Operator's right to bring or initiate any action or proceeding or seek temporary judicial protection or in any relevant legal areas in which the Lessor has been established or registered under the law of the jurisdiction in which the Lessor is incorporated or registered, and to that end the Lessor waives any right to seek any other jurisdiction or applicable law to which he may be entitled.

  8. The original Polish version of this Agreement may have been translated into other languages. The translated Polish version of the Agreement is a courtesy and office translation, and the Lessor may not derive any additional rights from the translated version. In the event of a dispute regarding the content or interpretation of this Agreement, or in the event of a conflict, ambiguity, inconsistency or discrepancy between the Polish version and any other language version, the Polish version shall prevail, apply, be binding and conclusive. The Polish version will be used in legal proceedings. The Polish version is available on the website: https://tripoffice.pl/terms-of-cooperation in a form that allows viewing, downloading to the hard disk and printing.

  9. Neither Party:

    • does not directly or indirectly offer, promise or give to third parties (including government officials or other officials, representatives or candidates of political parties), does not request, accept or seek to promise any gift to itself or to another party, payments, awards, compensation or benefits of any kind that would or could be construed as bribery or an illegal or corrupt practice;
    • does not commit an offense (and does not facilitate, help, participate in, advise or commission an offense) in the form of defrauding the tax office or otherwise knowingly participating in tax fraud or taking steps with the intention of tax fraud;
    • do not engage in any activity that may constitute an infringement under applicable laws that prohibit transactions using the proceeds of criminal activity and / or terrorist financing;
    • does not take any actions that violate (and / or in the case of the Lessor, make the Operator violate) the applicable sanction restrictions.
  10. Each Party:

    • comply with all anti-corruption and anti-money laundering laws, statutes, anti-bribery laws, tax evasion / facilitation of tax evasion and financial crime, corruption, and other related laws in the countries in which they operate;
    • implement and maintain his own policies and procedures to ensure compliance with relevant anti-corruption and anti-tax evasion / facilitation sanctions and requirements, and enforce them where appropriate; and
    • provide his staff with adequate training on sanctions and requirements in anti-corruption and anti-tax evasion / facilitation of tax evasion / financial crime, as well as policies and procedures.
  11. The Lessor will immediately notify the Operator in the event of actual or suspected breach of this paragraph.

  12. The contract may be concluded online (without signature) or by signing a PDF file. The contract comes into force only after the Operator confirms the acceptance and approval of the Lessor. By registering and starting to use the Platform, the Lessor agrees, confirms and accepts the terms of this Agreement. The contract does not require any seal to be valid, binding and enforceable.

  13. Due to the applicable provisions and legislation on anti-money laundering, corruption, terrorist financing and tax evasion, the Operator may not provide the Service and accept payments, make, process payments or allow payments to a bank account (hereinafter "Bank Account" ), which is not related to the jurisdiction in which the Lessor is situated (meaning established) and, irrespective of the situation, if any of the following guarantees are false. The Lessor hereby represents and warrants that (regardless of the jurisdiction that includes the Bank Account):

    • has and complies with all approvals, licenses and other authorizations granted by state institutions and authorizations necessary to conduct, perform and continue operations and conduct business activities (including the possession and use of a Bank Account);
    • is the sole owner of the Bank Account;
    • payment and transfer to a bank account or from a bank account takes place on market terms and in accordance with all applicable laws, laws, codes, regulations, ordinances and rules, and does not violate any applicable laws on terrorist financing, anti-money laundering, corruption or the evasion of taxes or other laws, treaties, regulations, codes and statutes relating to financial crime, and
    • the Bank Account is not (directly or indirectly) used for money laundering, terrorist financing, tax evasion (or the facilitation of tax evasion), tax avoidance, violations of financial sanctions, financial crimes or other illegal activities.
  14. The Lessor shall immediately notify the Operator in the event of an actual or suspected breach of section 13 of this paragraph.

  15. The Lessor hereby agrees to fully compensate and indemnify the Operator for any damages, losses, claims, penalties, fines, costs and expenses incurred, paid or threatening the Operator for any claims of any government, authority, organization, company or person whose payment through or from a Bank Account is illegal or in violation of applicable (anti-corruption / anti-money laundering / tax avoidance / terrorist financing laws) regulations.

  16. The Operator may update and adapt the Agreement (including attachments), subject to prior notification to the Lessor (e.g. via e-mail or the System) 15 days before the changes come into force (during which the Lessor may unilaterally terminate the Agreement with effect immediate). Each updated or revised version replaces the existing (current) version with the effect specified in the update notice.