In addition to terms defined elsewhere, the Agreement includes the following definitions:
The information provided by the Lessor to be placed on the Platform complies with the formats and standards provided by the Platform and includes:
Information about the Facility may not contain any direct or indirect (suggestive) contact details of the Lessor, including in particular:
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.
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.
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.
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.
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.
For each reservation of the Facility made and paid by the Lessee via the Platform, the Lessor pays the Operator a commission (hereinafter "Commission").
The rental fee paid by the Lessee is the sum of the costs for individual specific days, which is determined by the Lessor.
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.
The gross Commission due to the Operator is the product of the gross amount paid by the Lessee and the 10% rate.
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.
The Commission will also be charged in the case of:
The Commission is always charged in accordance with the confirmed reservations, provided to the Lessor and confirmed by the Operator to the Lessee.
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.
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.
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:
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.
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.
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").
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.
The parties confirm that Assisted Payment within the meaning of this paragraph includes:
The Lessor, by agreeing to use the Services of Payment Processors and undertakes to comply with PP Documentation:
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.
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.
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.
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.
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.
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:
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.
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.
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)).
In the event that:
the Operator has the right to:
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.
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.
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.
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.
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.
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.
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.
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.
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.
The Operator may, at his discretion:
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:
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.
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.
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.
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:
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.
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:
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.
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.
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:
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:
The Lessor shall immediately notify the Operator in the event of an actual or suspected breach of section 1 of this paragraph.
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.
Each Party represents and warrants to the other Party that during the term of this Agreement:
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.
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.
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:
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 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.
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").
Unless otherwise specified in the Agreement, each Party agrees that:
Notwithstanding the above section 2:
the information does not have the status of Confidential Information to the extent that:
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.
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.
Each Party may terminate this Agreement with immediate effect in the event of:
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:
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).
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.
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.
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.
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.
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.
It is forbidden to modify or copy elements of the Platform.
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.
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:
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.
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.
Any complaints or inquiries regarding the operation of the Platform or the Service should be directed to the following e-mail address: firstname.lastname@example.org.
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.
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).
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.
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.
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.
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.
The Lessor will immediately notify the Operator in the event of actual or suspected breach of this paragraph.
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.
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):
The Lessor shall immediately notify the Operator in the event of an actual or suspected breach of section 13 of this paragraph.
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.
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.