For our Partners.
Updated February 15, 2023.
These Partner Terms and Conditions (“Agreement”) are entered into between TourOfCroatia d.o.o. and Partner. This Agreement incorporates the definitions in Exhibit A (“Definitions”) and the Platform Rules. Any capitalized term used in this Agreement will have the meaning assigned to it in Exhibit A or elsewhere in this Agreement. This Agreement governs the relationship between TourOfCroatia and Partner. The relationship between Partner and a Customer is governed by the Partner-Customer Contract.
TourOfCroatia operates the TourOfCroatia Platform. In connection with Partners’ access and use of the TourOfCroatia Platform, Partner appoints TourOfCroatia as its commercial agent for the purposes set forth herein. Using the TourOfCroatia Platform, (i) Customers can purchase Services from Partner through TourOfCroatia acting as an commercial agent for Partner, and (ii) Travel Agencies, concierges, or other entities may purchase Services from Partners for their clients. Partner is responsible for acquiring and maintaining, at its own expense, all equipment and connectivity required to access the TourOfCroatia Platform.
Partner may manage the Partner Content, including Product Offers, on the TourOfCroatia Platform using the Partner Administration Site (Partner Dashboard).
Partner will provide to TourOfCroatia all information required by TourOfCroatia to establish the Partner Account. This includes (i) proof of insurance in accordance with Section 11 below, (ii) a current business license or registration, (iii) details regarding Partner’s Payment Account, and (iv) other information as reasonably requested by TourOfCroatia. Partner will keep this information up-to-date via the Partner Dashboard.
Partner is responsible for maintaining the confidentiality and security of its Login Credentials and may not disclose the Login Credentials to any third party. Partner is liable for all activities conducted in connection with its Partner Account. Partner must immediately notify TourOfCroatia if Partner knows or has reason to suspect that (i) its Login Credentials have been lost, stolen, misappropriated, or otherwise compromised or (ii) there has been actual or suspected unauthorized use of its Partner Account.
For each Service that Partner wishes to sell via the TourOfCroatia Platform, Partner will upload a Product Offer using the Partner Dashboard. The Product Offer must include all necessary information about the Services, including (i) suitability information (e.g. minimum age, required skills or permits (such as a driver’s license), level of fitness, or inherent risks (including risks to persons with pre-existing medical conditions), (ii) logistical information (e.g. meeting point, meeting time, duration, and required or recommended clothing and equipment), and (iii) other information requested by TourOfCroatia. Partner shall ensure that all critical information is included in the “Important information” section of the Product Offer, If any logistical information is omitted from the Product Offer or ticket, Partner shall provide this information to Customer as soon as possible. TourOfCroatia reserves the right to introduce Content Modifications in line with TourOfCroatia’s Content Guidelines.
Partner must keep the Product Offer, including Availability, up-to-date and accurate at all times. Partner must delete any cancelled or invalid Product Offers immediately. Partner is responsible for any Customer claim based on alleged or actual inaccuracies of the Product Offer, including Availability, or other Partner Content.
Partner sets the Retail Price at which Services will be sold to Customers. The Retail Price for the Services stated in the Product Offer shall include Applicable Taxes. The Retail Price must include all expenses; TourOfCroatia will not collect such amounts separately. The Product Offer must disclose the existence and amount of any fees, taxes, dues, commissions, or other amounts that will be collected on the day Services are provided. Partner may not collect (or attempt to collect) from a Customer any fees, taxes, dues, commissions, or other amounts not disclosed in the Product Offer. TourOfCroatia will display the Retail Price in Euros.
When a Customer purchases Services via the TourOfCroatia Platform, the Customer purchases Services directly from Partner pursuant to the Partner-Customer Contract, concluded on Partner’s part by TourOfCroatia acting as commercial agent of the Partner in the name and on behalf of Partner. Partner appoints and authorizes TourOfCroatia (and its Distribution Partners) as its commercial agent to conclude the Partner-Customer Contract with Customers in the name and on behalf of the Partner, manage and cancel Bookings, and make full or partial refunds to Customers, as set forth in this Agreement. TourOfCroatia may decide to reject the conclusion of the Partner-Customer Contract within its sole discretion (e.g. in the case of potential fraud or compliance concerns).
Partner instructs TourOfCroatia as its commercial agent to collect payments from Customers in the name and on behalf of Partner, and Partner agrees that TourOfCroatia may from time to time acting in its sole discretion appoint such Sub-Commercial Agent as it sees fit to receive those payments directly from Customers and to make onward payment of those sums successfully received to Partner. Partner agrees that receipt of payment for the sum due from a Customer by TourOfCroatia, or its Sub-Commercial Agent, as applicable, shall extinguish Customer’s payment obligation to Partner. Partner agrees that payment made by a Customer to TourOfCroatia or its Sub-Commercial Agent, as applicable, through the TourOfCroatia Platform shall be considered the same as a payment made directly to Partner, and Partner will provide Services to Customers in the agreed-upon manner as if Partner had received the Customers’ funds directly. Partner acknowledges and agrees that it shall have no recourse against a Customer once the funds are tendered to TourOfCroatia or its Sub-Commercial Agent, as applicable. TourOfCroatia uses a Payment Service Provider to process payments from Customers. TourOfCroatia will bear the credit card and banking fees for the receipt of payment from Customers, provided that TourOfCroatia may charge Customers a foreign exchange fee if applicable. The payment will be collected in the currency indicated by Partner in the Product Offer.
Customers occasionally make mistakes when making Bookings. Subject to availability, TourOfCroatia may change the date, time, language, or number of persons for a Booking up to two (2) hours after a Customer booked a Service. Such changes will be made at no charge to the Customer or to TourOfCroatia.
If a Chargeback or other payment failure occurs before Partner provides a Service, TourOfCroatia will inform Partner and cancel the Booking. If a Chargeback occurs after Partner provides a Service, TourOfCroatia will ask Partner to provide a response within three Business Days. TourOfCroatia may forward Partner’s response to the credit card issuer. Partner acknowledges and agrees that TourOfCroatia accepts payments from Customers as Partner’s commercial agent, and that TourOfCroatia’s obligation to pay Partner is subject to and conditional upon successful receipt of the associated payments from Customers. In the event of a Chargeback or other failed payment, (i) TourOfCroatia and its Sub-Commercial Agent will make no payment to Partner for the affected Booking, (ii) TourOfCroatia will receive no Commission for the affected Booking, and (iii) TourOfCroatia may offset any amount already paid to Partner for the affected Booking against any future payment under this Agreement. TourOfCroatia and its Sub-Commercial Agent are not a party to the Partner-Customer Contract, do not act as a guarantor for payment by Customers, and are not liable to Partner in the event of Chargeback or other nonpayment by a Customer.
Partner will not directly accept cancellations of Bookings from Customers; all cancellations must be made by a Customer through the TourOfCroatia Platform or TourOfCroatia customer service.
If a Customer cancels a Booking during the Free Cancellation Period, TourOfCroatia will give the Customer a Full Refund. If TourOfCroatia gives a Customer a Full Refund, pursuant to this section or for any other reason, (A) Partner will receive no payment for the Booking, and (B) TourOfCroatia will receive no Commission for the Booking.
If a Customer cancels a Booking after the Free Cancellation Period has ended, and there are no extenuating circumstances, the Booking will be treated as a Completed Booking for purposes of payment. If there are extenuating circumstances, TourOfCroatia may give the Customer a Full Refund.
In the event that Partner cancels Services because of a Force Majeure Situation, Partner must notify TourOfCroatia’s customer service department immediately. A Customer may cancel a Booking if a Force Majeure Situation occurs at the travel destination, regardless of whether Partner continues to provide Services during the affected period of time. If Partner or Customer cancels a Booking in connection with a Force Majeure Situation, TourOfCroatia will give the Customer a Full Refund.
If a Customer is a No Show and there are no extenuating circumstances, the Booking will be treated as a Completed Booking for purposes of payment. If there are extenuating circumstances, TourOfCroatia may give the Customer a Full Refund.
Partner will provide Services in accordance with the Product Offer, in good faith, and consistent with best practices and standards in the tours and activities industry. Partner may subcontract performance of the Services only with the prior written consent of TourOfCroatia.
If Partner cancels a Booking or otherwise fails to provide Services to a Customer as required by a Booking, TourOfCroatia will give the Customer a Full Refund. Partner acknowledges that its cancellation or other failure to provide Services damages TourOfCroatia’s goodwill and reputation, and causes TourOfCroatia to incur additional customer service expenses. Accordingly, if TourOfCroatia determines that the cancellation or failure to provide Services was not justifiable (e.g. the result of a Force Majeure Situation), TourOfCroatia may deduct a cancellation fee (as liquidated damages), equal to twenty-five percent of the Retail Price of the Services for each affected Customer, from any future payment due to Partner hereunder. The Parties acknowledge and agree that it would be impractical to estimate the amount of any damages that could arise out of Partner’s cancellation or other failure to provide Services, and agree that the amount of liquidated damages described above is a reasonable estimate of the actual damages that TourOfCroatia would suffer and incur as a result of such cancellation or failure to provide Services. TourOfCroatia may, at its sole discretion, opt not to deduct this amount, or to deduct a lesser amount, if Partner provides an alternative but equivalent Service at the same date to the affected Customers. For the avoidance of doubt, a cancellation resulting from Partner’s failure to provide accurate Availability information on the TourOfCroatia Platform shall constitute a failure to provide Services for purposes of this section. In addition to the remedies stated above, TourOfCroatia may terminate this Agreement for Partner’s material breach if Partner fails to provide Services as contracted.
Partner agrees to pay TourOfCroatia a Commission for (i) use of the TourOfCroatia Platform, (ii) marketing performed by TourOfCroatia, (iii) customer service performed by TourOfCroatia, (iv) TourOfCroatia’s brokering of transactions between Partner and Customers, and (v) other services performed hereunder by TourOfCroatia. TourOfCroatia’s Commission is a percentage of the Retail Price for a Booking, as specified in the Partner Account. The Commission will be deducted from the Retail Price charged to Customers in the agreed currency.
TourOfCroatia will make payments to Partner once per month.
By the fifth Business Day of each month, TourOfCroatia will transfer an amount to the Partner’s Payment Account equal to (i) the total amount collected from Customers for Completed Bookings occurring in the prior month, less (ii) applicable Commission.
TourOfCroatia shall pay the transaction fees charged by TourOfCroatia to transfer amounts to Partner’s Payment Account. Partner will bear any fees charged by Partner’s own financial institution for the receipt of payments from TourOfCroatia. TourOfCroatia may deduct from any payment to Partner the costs of refunds made to Customers, replacement services provided to Customers, or other amounts Partner is required to pay or reimburse a TOC Party under this Agreement.
Partner is solely responsible for determining its obligations to report, collect, remit or include in its Product Offers any Applicable Taxes and for remitting any Applicable Taxes to the appropriate governmental entity. If Partner requires TourOfCroatia to collect Applicable Taxes on Partner’s behalf, Partner will inform TourOfCroatia regarding the applicable rate(s) and the Parties will cooperate to establish a method for such collection. If at any time TourOfCroatia determines that it is required to collect or deduct Applicable Taxes relating to Services, either on its own or on Partner’s behalf, it will inform Partner and collect or deduct such Applicable Taxes. Upon request from a TOC Party, Partner will within five business days (i) provide that entity with Partner’s valid tax identification or registration numbers, including where requested any business registration number, to demonstrate that Partner is a registered taxpayer in applicable jurisdictions where Services are taxable, (ii) issue a valid tax invoice to that entity in relation to any specified Services, (iii) provide documentation to that entity substantiating that Partner remitted tax on Services (including copies of returns, workpapers, and supporting transaction data reports), and (iv) provide other cooperation to that entity as requested to confirm Partner’s compliance with tax obligations. Such information requests may be made directly to the Partner or via the Partner Dashboard. Any failure to comply with the requirements of this section may result in the temporary or permanent suspension of Partner’s Services from the TourOfCroatia Platform. In the event Applicable Law in a jurisdiction imposes VAT (or other Applicable Tax) on Commission, TourOfCroatia will deduct the amount of such VAT (or other Applicable Tax) from payments due to the Partner, in addition to the Commission. Partner is responsible for determining if any tax credit is available under Applicable Law for payment of this VAT (or other Applicable Tax) on Commission.
TourOfCroatia will provide Partner a statement (“Statement”), once per payment period, showing (i) the total number of Completed Bookings during the payment period, (ii) the total amount collected from Customers on Partner’s behalf for Completed Bookings, (iii) the total amount transferred to Partner’s Payment Account for those Completed Bookings, (iv) the services performed by TourOfCroatia (“Commission”) and (v) the amount of sales or other taxes collected and remitted on Partner’s behalf (if any). The Statement is the basis for payout by TourOfCroatia. Point (iv) serves as the invoice TourOfCroatia issues for the Partner in relation to the services provided (“Commission Invoice”). Unless Partner provides written notice to TourOfCroatia of a good faith dispute with regard to a Statement within thirty (30) days of receipt thereof, including reasonable detail in support of such dispute, such Statement will be deemed accepted. After such period, adjustments for discrepancies will be made in TourOfCroatia’s sole discretion. Without prejudice to the foregoing, no dispute may be raised, and no claim, action or proceedings may be brought, against TourOfCroatia in respect of any payment-related matter after (a) the expiry of one (1) year from the date on which the payment at issue is due (or alleged to be due), or (b) where more than one payment is at issue, the expiry of one (1) year from the date on which the first of such payments at issue is due (or alleged to be due).
Notwithstanding anything else to the contrary in this Agreement, TourOfCroatia may postpone and accrue payments due to Partner hereunder until the total amount payable is equal to at least 50.00€. TourOfCroatia will transfer any accrued and unpaid amount to Partner upon any termination of this Agreement.
Partner may not directly or indirectly (i) encourage a Customer to book a service outside the TourOfCroatia Platform, (ii) refer a Customer to any other website or platform, including Partner’s own website or platform, or (iii) take any other action to circumvent the TourOfCroatia Platform or the payment of Commission. If prospective customers, who initiated communication through the TourOfCroatia Platform, ask to book a Service outside the TourOfCroatia Platform, Partner will refer them to the TourOfCroatia Platform.
Partner shall handle all Customer inquiries received through the TourOfCroatia Platform exclusively using the Communications Tools. Partner may not provide or suggest alternative communication methods (i) in any Partner Content, (ii) in any forum available via the TourOfCroatia Platform, or (iii) via the Communication Tools. Partner must check its messages via the Communication Tools at least once per day, and shall respond to Customer inquiries within the following timelines:
Partner must respond to inquiries made directly by TourOfCroatia within 24 hours. Partner may not use the Communications Tools provided on the TourOfCroatia Platform to (a) distribute unsolicited commercial messages or promotions; (b) contact a Customer for any purpose unrelated to a Service, including recruiting or soliciting the Customer to join third-party services, applications or websites; (c) make or accept a booking that circumvents the payment of Commission; (d) request or accept a payment for Services not using the TourOfCroatia Platform; or (e) transmit Prohibited Content. Partner acknowledges that messages sent using the Communications Tools may be monitored for quality control purposes and stored by TourOfCroatia, and that Partner has no expectation of privacy with regard to such messages. TourOfCroatia may delete any message that violates this Agreement.
Upon request by a Customer, Partner will provide the Customer an invoice for Services via the Communication Tools. The invoice must comply with all applicable tax requirements.
Partner agrees that the rates, availability, amenities, and restrictions for Services offered via the TourOfCroatia Platform will be equal to or better than those made available through Partner’s own online booking platform. Customers who book a Service through the TourOfCroatia Platform will be treated at least as well as customers that book through Partner’s own online booking platform.
Partner must accept customer tickets/ confirmation emails generated by TourOfCroatia, including both tickets/ confirmations printed on paper and tickets/ confirmations displayed on smart phones or other mobile devices. If requested, Partner must provide each Customer a receipt for Services. The receipt must comply with all applicable tax requirements.
Partner is solely responsible for the conduct of its personnel in connection with Customers or other persons. Partner shall not, and shall ensure that its personnel shall not, discriminate against or harass any Customer on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation.
Partner will handle and respond to requests or complaints from Customers regarding the Services, complaints about Partner personnel, and requests for refunds. In the event Partner fails to respond to a Customer complaint within three Business Days, TourOfCroatia will give the Customer a Full Refund. In addition, a TOC Party will (i) offer customer support services to the Customer, (ii) act as an intermediary between Partner and the Customer, (iii) answer and reply on behalf of the Partner via the Customer service portal, social media or, if applicable, the communication channels provided on the Partner Page. In the event of Partner’s noncompliance with the service levels in Section 5.4 or any material irregularity, complaint, or nonconformity with a Product Offer, a TOC Party may at its sole discretion (a) give the Customer a Full Refund or partial refund and/or (b) provide the Customer alternative services (of an equal or better standard than the Services) and deduct the cost of such replacement services from a future payment to Partner. If a TOC Party gives a Customer a partial refund, the amount paid to Partner (and the Commission retained by TourOfCroatia) will be reduced accordingly.
After a Booking has been completed, the Customer will have the opportunity to review the Services on the TourOfCroatia Platform using TourOfCroatia’s review system. The aim of the review system is to gather meaningful and accurate feedback regarding the Services and Partner in areas such as performance, reliability, and trustworthiness. Reviews can be viewed by any user of the TourOfCroatia Platform. All review content is the exclusive property of TourOfCroatia. Partner may not use or distribute any reviews from the TourOfCroatia Platform without the prior written consent of TourOfCroatia. Customer reviews are not verified by TourOfCroatia for accuracy. Partner is prohibited from manipulating the review system in any manner, such as writing a review about Services or instructing a third party to do so.
TourOfCroatia will promote and market the Services in its sole discretion, and will bear the cost of its promotion and marketing efforts. In order to promote the Services, TourOfCroatia may use the Partner Content and Partner Marks in offline and online marketing, including email marketing and pay-per-click advertising. TourOfCroatia will, in its sole discretion, determine whether and how to promote the Services and Product Offers on the TourOfCroatia Platform or elsewhere, including position and ranking in search results. Notwithstanding anything to the contrary herein, TourOfCroatia may offer a Service at a price lower than the Retail Price stated in a Product Offer, provided that (i) the offer is limited to members of a Closed User Group and/or relating to a special event (e.g. public holiday or otherwise relevant event) and (ii) the full amount of the discount is deducted from the Commission that would normally be paid by Partner.
Partner must offer Services under its generally-used company and brand name. The Product Offer or other Partner Content may not state or convey the impression, directly or indirectly, that (i) TourOfCroatia provides the Services, (ii) TourOfCroatia has tested the quality of the Services, or (iii) TourOfCroatia otherwise endorses Partner or the Services.
Partner shall not directly or indirectly (e.g. through an affiliate or agent) engage in any marketing, promotional, or similar communications with any Customer without such Customer’s prior consent. Without limiting the foregoing, Partner shall not include any marketing or promotional content in any confirmation or other communication sent to Customers. Partner acknowledges that the transmission of communications in violation of this section constitutes both a material breach of this contract as well as a potential violation of GDPR.
Partner shall render all Services in compliance with all Applicable Laws, including (i) fire and safety laws, (ii) consumer protection laws, (iii) information and consultation laws, (iv) licensing laws, (v) health and hygiene laws and regulations (including any laws or regulations relating to COVID-19 or other communicable diseases), and (vi) other laws related to the Services or Partner’s business. Upon request by a TOC Party, Partner will provide within five business days (i) copies of registrations, licenses, permits, approvals, and authorizations, and (ii) documentation demonstrating compliance with Applicable Law. In the event of alleged non-compliance of the Services, Partner shall promptly cooperate, at its own expense, with any investigation by administrative authorities or associations.
Partner grants to TourOfCroatia a non-exclusive, sublicensable (through one or more tiers), worldwide, fully-paid and royalty-free license, in any and all media now known or hereafter discovered or developed, to use, reproduce, adapt, translate, make derivative works of, modify, perform, publicly display, publicly perform, transmit, and distribute the Partner Content including (i) on or through the TourOfCroatia Platform, (ii) in online and offline marketing materials, and (iii) as otherwise contemplated by this Agreement or agreed by the Parties. Partner is solely responsible for the Partner Content, and may provide only Partner Content that it either owns or otherwise has the right to provide to TourOfCroatia under the terms of this Agreement. Partner shall not provide Partner Content that is, contains, or references Prohibited Content. TourOfCroatia may remove from the TourOfCroatia Platform any Partner Content that, in TourOfCroatia’s good faith determination, does or may violate this Agreement or Applicable Law. Alternately, TourOfCroatia may request Partner to correct any such non-conforming Partner Content within two days of notice. To assist consumers who speak different languages, TourOfCroatia may translate (or have translated) Partner Content, in whole or in part, into other languages. TourOfCroatia cannot guarantee the accuracy or quality of such translations. If Partner becomes aware of an inaccuracy in a translated version of a Product Offer or other Partner Content, Partner shall inform TourOfCroatia immediately. TourOfCroatia will on a regular basis sublicense Partner Content to Distribution Partners.
Partner grants to TourOfCroatia a non-exclusive, sublicensable (through one or more tiers), paid-up, royalty-free license to use the Supplier Marks to market the Services. TourOfCroatia’s use of the Partner Marks shall inure solely to the benefit of Partner and will not create any right, title, or interest for TourOfCroatia in the Partner Marks other than the license granted under this Agreement.
The Partner Content and Partner Marks, and all worldwide Intellectual Property Rights therein, are the exclusive property of Partner (and its partners). All rights in and to the Partner Content and Partner Marks not expressly granted to TourOfCroatia in this Agreement are reserved by Partner (and its partners).
The TourOfCroatia Content and TourOfCroatia Platform, and all worldwide Intellectual Property Rights therein, are the exclusive property of TourOfCroatia (and its partners). Partner may not use, copy, store, reproduce, adapt, translate, modify, distribute, publicly display, publicly perform, transmit, or otherwise exploit any TourOfCroatia Content, or any TourOfCroatia trademark, logo, or slogan during or after the term of this Agreement, without TourOfCroatia’s prior written consent.
Partner agrees not to directly or indirectly (i) use any robot, spider, crawler, scraper or other automated means or process to access, collect data or other content from, or otherwise interact with the TourOfCroatia Platform for any purpose; (ii) avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented to protect the TourOfCroatia Platform; (iii) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the TourOfCroatia Platform; or (iv) take any action that damages or adversely affects, or could damage or adversely affect, the performance or proper functioning of the TourOfCroatia Platform.
Each Party represents and warrants that: (i) the person executing this Agreement on its behalf is authorized to bind it to this Agreement; and (ii) this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms.
Partner represents and warrants that (i) it is the owner of the Partner Content, or otherwise has the right to provide the Partner Content to TourOfCroatia under this Agreement; (ii) the Partner Content does not violate any Applicable Law or the Intellectual Property Rights or privacy rights of any third party; (iii) all information with regard to any Product Offer is and shall remain to be true, accurate, and not misleading; (iv) all Services shall be rendered in compliance with, and Supplier shall operate its business in compliance with, Applicable Law and industry-standard safety standards; (v) Partner has and will maintain during the term of this Agreement (and thereafter until all Bookings have been fulfilled) all registrations, licenses, permits, approvals, and authorizations required by Applicable Law relating to Partner’s business and the provision of Services; and (vi) any Partner personnel providing Services possess sufficient skills, training, qualifications, experience, licenses, and permits to perform those Services in a professional manner consistent with Applicable Law and industry best practices.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE ACTIVITIES AND SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. The TourOfCroatia Platform and TourOfCroatia Content are provided “as is,” without warranty of any kind, either express or implied. TourOfCroatia does not warrant that (i) the TourOfCroatia Platform will meet all of Partner’s requirements or that performance of the TourOfCroatia Platform will be uninterrupted, virus-free, secure, or error-free, or (ii) the TourOfCroatia Content will be complete, accurate, or free from technical defects or changes by unauthorized third parties. TourOfCroatia is not responsible for the accuracy or completeness of Customer-related data. TourOfCroatia does not guarantee that Partner will sell a minimum amount of Services through the TourOfCroatia Platform. TourOfCroatia reserves the right to change, supplement or remove the contents of the TourOfCroatia Platform, as well as its structure and function, at any time without notice at its own discretion.
The Indemnifying Party shall defend, indemnify, and hold the Indemnified Party harmless from and against any and all liabilities, damages, fines, penalties, settlements, losses, and expenses, of whatever kind (including legal and accounting fees, court costs, and taxes) incurred or suffered in connection with a Covered Claim. The Indemnifying Party shall assume the defense of such claim at its own expense, as soon as such claim is tendered, using counsel reasonably satisfactory to the Indemnified Party, and shall pay all costs associated with the defense, including attorneys’ fees. The Indemnifying Party shall have full control over such defense, including any settlement discussions or agreement. Notwithstanding the foregoing, the Indemnified Party (i) may participate at its own expense in the defense of, and any settlement discussions relating to, such claim, and (ii) shall have the right to approve any settlement agreement purporting to bind the Indemnified Party, provided however that such approval shall not be unreasonably withheld.
During the term of this Agreement (and thereafter until all Remnant Bookings have been fulfilled), Partner shall maintain a comprehensive general liability insurance covering risks related to Partner’s business and the Services. The policy will be written on an occurrence form for an appropriate value in light of the nature of the Services, Partner’s location, and industry standards. The policy must extend to indemnification claims tendered by the TOC Parties. If one or more automobiles is used in the performance of Services, Partner shall maintain automobile liability insurance at limits and scope of coverage no less than the compulsory requirements for the country where the Services are provided. On TourOfCroatia’s request, Partner will add the TOC Parties as additional insureds to such insurance policies. Partner must send via email the (i) certificates of insurance as evidence that the required insurance is in effect, and (ii) a new certificate of insurance whenever Partner changes its insurance or the prior certificate expires. Partner must inform TourOfCroatia regarding any change in the required insurance policies, including non-renewal thereof. Upon request, Partner shall provide TourOfCroatia a copy of the applicable insurance policy and proof of payment of the relevant premiums.
TourOfCroatia shall be liable to Partner solely for (i) any damage to Partner due to TourOfCroatia’s willful or grossly negligent act, (ii) any damage to Partner’s life, body, or health due to TourOfCroatia’s simple negligence, and (iii) any damages to Partner due to TourOfCroatia’s breach of its material obligation under the Agreement. In case of TourOfCroatia’s breach of its material obligation due to simple negligence, TourOfCroatia’s liability shall be limited to foreseeable damages typical for the type of contract. For purposes of this section, the term “material obligation” is any obligation whose fulfilment is essential for TourOfCroatia’s proper performance of this Agreement and on whose compliance Partner may regularly rely. Any further liability for damages is excluded. Without limiting the foregoing, TourOfCroatia shall not be liable for damages which occur due to interruptions or restrictions of the operation of the TourOfCroatia Platform due to necessary maintenance work, force majeure, or other events for which TourOfCroatia is not responsible. TourOfCroatia shall be liable for loss of data only up to the amount of typical recovery costs which would have arisen if proper and regular data backup measures had been taken. In no event shall TourOfCroatia be liable to Partner for any acts or omissions of any Distribution Partner. Partner’s sole and exclusive remedies with regard to the acts or omissions of any Distribution Partner is to terminate this Agreement in accordance with Section 14.2.
With regard to Customer Personal Data, both TourOfCroatia and Partner act separately as data controllers. Customer Personal Data collected by TourOfCroatia may only be transferred to Partner to the extent necessary for the performance of the Services. Partner shall comply with all Data Protection Laws when processing (including accessing, collecting, storing, transmitting, and transferring) Customer Personal Data. Partner shall maintain adequate security procedures and controls to prevent the unintended disclosure of, the unauthorized access to, or misappropriation of, any Customer Personal Data. Upon TourOfCroatia’s request, Partner will provide evidence that Partner has established and maintains technical and organizational security measures governing the processing of Customer Personal Data in accordance with this section.
Partner authorizes the Payment Service Provider, and any other third party authorized by TourOfCroatia, to process data required to transfer funds to and from Partner accounts, or as otherwise required to operate the TourOfCroatia Platform.
TourOfCroatia may transfer data relating to Partner to Distribution Partners and third parties as necessary to further develop the TourOfCroatia Platform (including its interfaces to third party products and services) and to promote the Services. For example, TourOfCroatia may transfer the necessary data to (i) promote the Services via a third party’s web mapping service, listing service, search engine service, or digital assistant, or (ii) develop and implement relevant interfaces between the TourOfCroatia Platform and such products and services.
This Agreement shall remain in effect until terminated in accordance with its terms. Neither Party shall be liable to the other for any damages resulting solely from termination as permitted herein.
Either Party may terminate this Agreement at any time for convenience effective upon 30 days notice. A termination can be done automatically by using the appropriate function in the Partner Account. Remaining confirmed bookings shall be executed as planned or otherwise treated according to Section 14.5. Paid Membership Packages expire automatically after 365 days and shall not be terminated prior to the expiry date by TourOfCroatia unless 14.3 applies.
Either Party may terminate this Agreement by written notice to the other if the other Party breaches or is in default of any obligation hereunder which breach or default is incapable of cure or which, being capable of cure, has not been cured within fifteen (15) days after receipt of notice of such breach or default (or such additional cure period as the non-defaulting Party may authorize in writing).
In addition to the remedies stated above, if TourOfCroatia reasonably believes that Partner is in breach of this Agreement, or that Customers or other partners are at risk from Partner’s actions, TourOfCroatia may take one or more of the following actions: (i) issue a warning to Partner; (ii) remove Product Offers or other Partner Content from the TourOfCroatia Platform; (iii) temporally restrict Partner’s use of the TourOfCroatia Platform; (iv) cancel some or all Bookings and give any affected Customers a Full Refund, regardless of the normal cancellation policies; and (v) stop accepting Bookings. In addition, if TourOfCroatia determines that the Services are associated with an excessive number of Chargebacks or fraudulent transactions, TourOfCroatia may temporarily remove the associated Product Offers.
The terms of this Agreement, except Sections 2.2, 3.6, 6.1 14.2, and 14.3, shall remain in effect until all Remnant Bookings are resolved (i.e. all Remnant Bookings have either become Completed Bookings or have been cancelled), provided however that TourOfCroatia shall make no new Bookings after the termination date of this Agreement. At TourOfCroatia’s option, it may cancel some or all Remnant Bookings and offer affected Customers either a Full Refund or alternative services. Any Remnant Booking that is not cancelled will be performed as scheduled. Sections 8.1 and 8.2 will survive termination of this Agreement for 90 days with respect to materials provided to Distribution Partners or marketing partners. Once all Remnant Bookings are resolved, TourOfCroatia will remove all Partner Content and Partner Marks from the TourOfCroatia site, and Sections 4.4, 8.1 (solely with regard to marketing materials created prior to the termination of the Agreement), 8.3, 8.4, 9.3, 10, 12, 13, 14.5, 17.2, 17.7-17.9, and Exhibit A shall continue to survive termination of this Agreement.
Notwithstanding anything to the contrary herein, certain Distribution Partners included in the TourOfCroatia Platform may operate as Travel Agencies. For sales made via Travel Agencies, (i) the Customer purchases Services from the Travel Agency, (ii) the purchase may be governed by the Travel Agency’s terms and conditions, (iii) the Travel Agent may collect payment from the Customer (in which case the Travel Agent will act as a payment collection agent for Partner, and the first three sentences of Section 3.5 and the third sentence of Section 3.7 shall apply to the Travel Agent instead of TourOfCroatia), (iv) the Travel Agent may, in lieu of TourOfCroatia, provide customer service to Customers, including giving partial or full refunds or providing alternative services, (v) the Retail Price shall be the amount collected by TourOfCroatia from the Travel Agency, and (vi) the phrases “charged to Customers” and “collected from Customers” in Section 4 shall be deemed to mean “charged to Travel Agents” and “collected from Travel Agencies,” respectively.
The relationship between Partner and TourOfCroatia is non-exclusive. Partner may sell services through other marketplaces (including competitors of TourOfCroatia), and TourOfCroatia may promote and offer services substantially similar to or competitive with Services.
This Agreement shall be governed by and construed in accordance with the provisions of Croatian law under exclusion of its conflict of law rules. The place of performance and exclusive legal venue for any disputes arising from or in connection with the performed services shall be Zagreb provided that the Partner is a merchant or legal person under public law or has no place of business or domicile in the Republic of Croatia.
TourOfCroatia may deliver proposed amendments to this Agreement to Partner by any reasonable means (including via email) at least four weeks prior to the proposed Amendment Effective Date. Partner may reject a proposed amendment by sending a notice of rejection to TourOfCroatia, in the manner specified, before the proposed Amendment Effective Date. If Partner does not send such a notice of rejection to TourOfCroatia before the proposed Amendment Effective Date, Partner shall be deemed to have agreed to the proposed amendment. Except as set forth in this section, all amendments or modifications to this Agreement must (i) be in writing, (ii) refer to this Agreement, and (iii) be executed by an authorized representative of each Party.
Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, (i) either Party may assign this Agreement in its entirety, without consent of the other Party, (a) to an affiliate of that Party, or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party, and (ii) TourOfCroatia may delegate or assign any right or remedy under this Agreement to a TOC Party. Any attempt by a Party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their successors and permitted assigns.
Any notice under this Agreement will be in writing and delivered by personal delivery, overnight courier, confirmed facsimile, confirmed email, or certified or registered mail. In addition, TourOfCroatia may send notices to Partner using the Communication Tools. Notices will be sent to a Party at its address set forth in this Agreement or such other address as that Party may specify in writing pursuant to this section.
If either Party is prevented from performing any of its duties or obligations hereunder in a timely manner by a Force Majeure Situation, the afflicted Party, upon giving prompt notice to the other Party, shall be excused from such performance (i) to the extent that the afflicted Party is prevented from performing such duties or obligations, (ii) for the duration of the disruption caused by the Force Majeure Situation. If a Force Majeure Situation detrimentally affects a Party’s performance for fourteen days or longer, the other Party may terminate this Agreement.
In this Agreement, (i) “including” means “including but not limited to,” and (ii) general words shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Captions and section headings used in this Agreement are for convenience only and are not a part of this Agreement and shall not be used in construing it. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The Parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. Each Party has participated equally in the preparation and negotiation of this Agreement, and waives to the fullest extent permitted by law any rule of interpretation or construction requiring that this Agreement be interpreted or construed against the drafting Party.
Each Party agrees that it will not use or disclose to any third party any Confidential Information disclosed to it by the other except (i) as permitted in this Agreement, or (ii) as required by a court or other governmental authority. TourOfCroatia may disclose Confidential Information to the TOC Parties. Each Party will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.
The Parties are independent contractors, and no partnership, franchise, joint venture, or employment relationship is intended or created by this Agreement. TourOfCroatia and any subagents disclaim, and Partner waives, any duty arising from the creation of an agency relationship (including any duty of loyalty or care), to the maximum extent permitted by Applicable Law. Except as otherwise expressly provided herein, all remedies provided for herein are cumulative, in addition to and not in lieu of any other remedies available to either Party at law, in equity or otherwise. Potential TOC Parties are expressly named as third party beneficiaries to this Agreement, and each of the TOC Parties has the right to enforce this Agreement against Partner as this Agreement pertains to its respective rights as a third party beneficiary, including the service levels specified in Section 5.4. Except as provided in this section, all rights and obligations of the parties hereunder are personal to them and this Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. This Agreement sets forth the entire understanding and agreement of the Parties, and supersedes any and all oral or written agreements or understandings between the Parties, as to the subject matter of the Agreement. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
|Amendment Effective Date||means the date a proposed amendment will enter into force.|
|Applicable Law||means any (i) applicable local, state, provincial, national, or other law or regulation, and (ii) Relevant Requirements.|
|Applicable Taxes||means any and all sales, use, excise, value added (VAT), consumption, or other tax, duty, imposition, levy, fee or charge, however designated, imposed or collected by any governmental entity, whether currently in effect or adopted or implemented thereafter, but excluding any income-based tax applicable to TourOfCroatia.|
|Booking||means a purchase of Services by a Customer via the TourOfCroatia Platform.|
|Business Day||means Monday through Friday of each week, except for holidays observed in Zagreb, Croatia.|
|Chargeback||means a credit card chargeback or any other reversal of a transfer of funds.|
|Closed User Group||means a group of consumers that share one or more characteristics for purposes of promotions and marketing, as determined by TourOfCroatia.|
|Commission||means the portion of the Retail Price of Services retained by TourOfCroatia for (i) use of the TourOfCroatia Platform, (ii) marketing performed by TourOfCroatia, (iii) customer service performed by TourOfCroatia, (iv) TourOfCroatia’s brokering of transactions between Partners and Customers, and (v) other services performed hereunder by TourOfCroatia.|
|Communication Tools||means the tools provided on the TourOfCroatia Platform to enable communication (i) between Partner and a Customer or (ii) between TourOfCroatia and Partner.|
|Completed Booking||means a Booking which has resulted in the actual provision of Services by the Partner to the Customer.|
|Confidential Information||means information about the disclosing Party’s business, products, technologies, strategies, customers, finances, operations or activities, including all business, financial, technical and other information disclosed by the disclosing Party. Confidential Information will not include information that the receiving Party can establish (i) is in or enters the public domain without breach of this Agreement, (ii) the receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation or (iii) the receiving Party knew prior to receiving such information from the disclosing Party.|
|Content Modifications||means all adaptations, translations, or other modifications that TourOfCroatia makes (or has made by third parties) to the Partner Content.|
|Covered Claim||means (i) when TourOfCroatia is the Indemnifying Party, any third-party claim, suit, demand, action, audit, or investigation brought against Partner arising out of or related to the TourOfCroatia Content, including any allegation that the TourOfCroatia Content infringes any third party rights, and (ii) when Partner is the Indemnifying Party, any third-party claim, suit, demand, action, audit, or investigation brought against a TOC Party arising out of or related to (a) Partner’s breach of this Agreement or improper use of the TourOfCroatia Platform, (b) Partner’s interaction with any Customer, (c) the Services or any injury, death, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind occurring or arising in connection therewith, (d) a Customer’s passenger rights, travel law rights, package travel directive rights, or similar rights or remedies, (e) Partner’s violation of Applicable Laws or third party rights, (f) the Partner Content or Partner Marks, including any allegation that the use of the Partner Content or Partner Marks by the TOC Parties as permitted by this Agreement infringes any third party rights, or (g) any failure to collect or remit, or any erroneous collection or remission of, any sales, value-added, or other taxes.|
|Customer||means an end-user of the TourOfCroatia Platform.|
|Customer Personal Data||means the name, mailing address, telephone number, e-mail address, credit card information, IP address, order and order processing information, and any other non-public, identifying information about Customers available to Partner as a result of Partner’s relationship with TourOfCroatia or any purchase of Services by Customers.|
|Data Protection Laws||means any applicable law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction (as amended, consolidated or re-enacted from time to time) that relates to the protection of individuals with regards to the processing of personal data, including GDPR and all laws promulgated thereunder.|
|Dispute||means any and all disagreements, controversies, or claims of any sort between the Parties arising out of, or in any way relating to, this Agreement, any of the Parties’ respective rights and obligations arising out of this Agreement, or the making, performance, breach, interpretation, or termination of this Agreement, including any claims based in tort.|
|Distribution Partner||means a third party with whom TourOfCroatia has a contract for the distribution and sale of tours or activities.|
|First Half||means the 1st through the 15th of a month.|
|Force Majeure Situation||means circumstances beyond a person or entity’s reasonable control, including earthquakes, floods, fires, other natural catastrophes, acts of war (whether declared or not), acts of terrorism, riots, civil disturbances, pandemics, epidemics, government actions, nuclear or chemical contamination, electrical or internet outages, failures of public infrastructure, and strikes.|
|Free Cancellation Period||means the period starting when a Booking is made, and ending 24 hours before a Service is scheduled to begin.|
|Full Refund||means, with regard to a Booking, that (i) TourOfCroatia will refund to the Customer the full amount paid for the Booking; (ii) Partner will receive no payment for the Booking; and (iii) TourOfCroatia will receive no Commission for the Booking.|
|GDPR||means General Data Protection Regulation (EU) 2016/679.|
|Indemnified Party||means an entity (either Partneror a TOC Party), who seeks indemnification pursuant to Section 10 of the Agreement.|
|Indemnifying Party||means the Party requested to provide indemnification pursuant to Section 10 of the Agreement.|
|Intellectual Property Rights||means all copyright, trade secret, trademark, database, or moral rights recognized by the laws of any jurisdiction or country.|
|Login Credentials||means the user IDs, passwords, and any other information used to access the Partner Account.|
|No Show||means a Customer who fails to appear for booked Services through no fault of Partner.|
|Party||means either Partner or TourOfCroatia, as appropriate; “Parties” means both Partner and TourOfCroatia.|
|Payment Service Provider||means a payment service provider appointed by TourOfCroatia.|
|Platform Rules||means the rules located at tour-of-croatia.com/terms-conditions-partner Exhibit B: Platform Rules, as updated from time to time.|
|Product Offer||means an offer on the TourOfCroatia Platform stating that Partner will make a specific Service available at a specified Retail Price.|
|Prohibited Content||means content that (i) contains a virus, worm, or other harmful code, (ii) violates any Applicable Law, (iii) infringes the rights of any third party, including privacy rights, (iv) is pornographic, obscene, insulting, objectionable or otherwise inappropriate, or (v) or is defamatory or libelous.|
|Relevant Requirements||means any anti-slavery, anti-human trafficking, anti-corruption, or anti-bribery law, or any trade or financial sanctions, administered, enacted, or enforced by (a) the United States of America, (b) the United Nations Security Council, (c) the European Union or any of its member states, or (d) any country within the United Kingdom.|
|Remnant Booking||means a Booking made prior to the termination date of this Agreement, but scheduled to be completed after the termination date of this Agreement.|
|Retail Price||means the retail price (including any Applicable Taxes and fees) at which Services will be sold to Customers and Travel Agents through the TourOfCroatia Platform.|
|Partner||means a person acting in their professional capacity aiming to make a long term profit or entity entering into this Agreement with TourOfCroatia.|
|Partner Account||means Partner’s account with TourOfCroatia.|
|Partner Administration Site (Partner Dashboard)||means the online tool that allows partners to access the TourOfCroatia Platform and to manage Partner Content.|
|Partner Content||means any content provided by Partner to TourOfCroatia, via the Partner Administration Site or otherwise, including Product Offers, photographs, videos, and postings.|
|Partner Marks||means the trademark and tradenames used by Partner in connection with the Services.|
|Partner-Customer Contract||means the contract which governs the relationship between Partner and a Customer who purchases Services from Partner via the TourOfCroatia Platform, the contract may be updated by TourOfCroatia from time to time. The Partner-Customer Contract is incorporated into the General Terms and Conditions. Partner and Customer are the sole parties to the Partner-Customer Contract; TourOfCroatia is not a party thereto.|
|Partner’s Payment Account||means Partner’s bank account into which TourOfCroatia may transfer payments.|
|Second Half||means the 16th through the end of a month.|
|Services||means the Partner’s tours or activities offered by Partner through the TourOfCroatia Platform. If Partner operates an attraction, the term “Services” includes the operation of the attraction and making the attraction available to Customers.|
|Statement||has the meaning given in Section 4.5 of the Terms.|
|Sub-Commercial Agent||means an entity appointed by TourOfCroatia to act as agent of TourOfCroatia in its role as commercial agent to the Partner|
|TourOfCroatia Content||means all content on the TourOfCroatia Platform, including customer reviews and Content Modifications, but excluding the Partner Content.|
|TourOfCroatia Platform||means the internet booking platform operated by TourOfCroatia accessible via www.tour-of-croatia.com related websites.|
|TOC Parties||means TourOfCroatia and the Affiliates, Distribution Partners, advertising platforms, and their respective officers, directors, employees and agents.|
|Travel Agency||means a Distribution Partner who resells tours and activities to a Customer rather than facilitating a sale directly from a Partner to a Customer.|
|US Customer||means a Customer residing in the United States or any Customer that uses a credit or debit card issued in the United States for payment of the transaction.|
Last updated: February 16, 2023
Partners have access to personal data of Partner’s Customers to be used when a Customer purchases Partner Activities. Data access is limited to the extent necessary to fulfill the purchase contract, i.e. to issue invoices and provide the Activity. Personal data includes the Customer name, Customer email address and phone number and potentially other data. Partners are deemed to be independent controllers regarding this data (no joined control intended).
TourOfCroatia has access to the Customer’s personal data to the same extent as mentioned above and in addition to Customers’ payment information.
TourOfCroatia also collects personal data of its Partners’ contacts. These data may include names, email addresses and company names.
Partners can use the Partner Portal to access the data related to their own entity, including bookings, reviews, their products (content, price, availability) and account details (e.g. payment info, contact info). TourOfCroatia reserves the right to make other data available in the Partner Portal or restrict access to data there.
TourOfCroatia uses the same set of data e.g. to provide all the tools and reports discussed above.
TourOfCroatia shares data only where necessary in order to provide the TourOfCroatia Platform. The third parties with which data are shared may include providers of technical services such as cloud storage and others.
TourOfCroatia’s Partner care team is responsible for handling all Partner inquiries and complaints. All Partners are welcome to submit any issue and/or complaint via email to: email@example.com
Additionally, all Partners are provided with a TourOfCroatia Partner portal account login before beginning their integration process. Once logged in to the knowledge base, Partners have the option to contact TourOfCroatia via email.
When a Partner contacts us via any of the channels mentioned above, the Partner care team aims to issue an initial response to all written Partner inquiries within 24 hours, Monday through Friday from 9 a.m. to 5:30 p.m.
TourOfCroatia is willing to engage to attempt to reach an agreement with the Partner on the settlement, out of court, of any disputes between TourOfCroatia and the Partner arising in relation to the provision of the online intermediation services.