Terms and Conditions / Terms of Use
Effective from 11 May 2020
1. Introduction
1.1. This document sets out the general terms of use governing the website www.GroupsMarketPlace.com and its applications (for example, but not limited to https://app.groupsmarketplace.com/). By accessing and using our website and applications, you agree to comply with these Terms of Use (together with our Privacy Policy published on our site and applications). If you do not agree to be bound by this document and conditions of this Agreement, please do not use or access our services.
1.2. The site is operated by SW19 Consultancy, S.R.O (LLC), registered office Kloudova 991/10, Praha 158 00, Czech Republic. The Company is listed in the business directory of the Magistrate Court of Prague, section C 332089. Company’s identification number is 09175121.
1.3 Frequently used Terminology throughout these Terms of Use:
· SW19 Consultancy, S.R.O (LLC) is in this document referred to as ‘Company’, ‘GMP’, ‘We’, ‘Us’, ‘Our’.
· The website www.GroupsMarketPlace.com and the technological application https://app.groupsmarketplace.com/are referred to as ‘Site and applications’.
· Hoteliers, Coach operators, Guides, Assistants and Guide Assistants are referred to as ‘Suppliers’.
· Travel agencies, Tour Operators, Other Buyers/Corporates are referred to as ‘Buyers’.
· Buyers and Suppliers are referred to as ‘Business Partners’ or ‘You’ or ‘Users’
· ‘You’ or ‘User’ means a user of the Site.
· ‘Terms of Use’ is referred to also as ‘Terms and Conditions’ or ‘Terms & Conditions’ or ‘T&C’
2. Purpose of the Site and its applications
2.1 The Company is a technology platform developer and provider within the travel industry, whose services are offered to eligible users – business partners, as defined in the paragraph 1.3. The site GroupsMarketPlace.com and its application https://app.groupsmarketplace.com/ is a membership only, B2B platform aimed at travel industry buyers and suppliers to be able to trade directly with one another. The site and its application(s) predominantly offer services for leisure and MICE groups Business Partners.
2.2 All business partners who register with us agree to use the site to advertise their services and capacities or their requirements and requests. We do not guarantee any additional business or profits for any business partner or individual company/entity registered. We are not a travel agent, tour operator or auctioneers. The website and its applications act as ‘advertising space’ for eligible entities who then deal directly with one another and agree all relevant terms and conditions directly. The Company is not involved in or liable for, the actual transactions between buyers and sellers. As such, the Company has no control over the quality, safety or legality of the items advertised, the truth or accuracy of the listings, the ability of sellers to provide/sell/operate services or the ability of buyers to pay for services/items. The Company cannot ensure that a buyer or seller will actually complete a transaction. As an online market place, Site and its applications allow Buyers and Suppliers to liaise directly, possibly using electronic (online and offline) agreements and/or electronic forms and electronic services outside of our scope and hence outside of the control of GroupsMarketPlace.com.
3. Use of our site and applications
3.1 By registering and using our site and its applications you agree with and accept all of the terms and conditions contained in this terms of use and Privacy Policy (also published on the site and its applications) before becoming a member (and user) of our site and applications. 'Your information' is defined as any information you provide to us or other users in the registration, in any public message domain or through any email or voice call feature. You are solely responsible for your information and we act as a passive conduit for your online distribution and the publication of your information.
3.2 Entities that are welcome to sign up for a membership to our platform are listed in point 1.3, under Business Partners. Our services are intended for, available only to, and may only be used by, individuals and companies who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to persons under the age of 18 or to temporarily or indefinitely suspended site and applications members. If you are under the age of 18, you cannot use this service. If you do not qualify, please do not use our website. In case you are not sure, we recommend you leave our site immediately. Furthermore, your site and applications access and user ID may not be transferred or sold to another party. By registering as a business partner you confirm that you have the permission and authority to bind the entity to this agreement. If you are responding on behalf of any registered partner on our platforms, you must be an employee, approved representative or owner of the entity and can act on its behalf.
3.3 To use our applications , you will need to register. You are responsible for keeping any username and password login details relating to such registration confidential, safe and secure. You must not disclose your password to anyone else, impersonate or try to impersonate another person, allowing anyone else to use your account or use anyone else’s account.
3.4 You must ensure that any password you provide is strong and unique. We recommend it be a random string of upper and lower case letters, numbers and symbols of at least 6 or more characters in length, which you have not used on any other website. We have the right to disable any log-in details, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use or if we suspect any misuse.
3.5 The Site and its applications cannot and does not confirm each user's purported/stated identity. We encourage you to communicate with caution to all partners and to seek legal help if not certain or in doubt to the validity of a person’s identity or avoid entering partnership unless you are satisfied and have checked for yourself that partner can provide service and pay for it as per your expectations.
3.6 If you think that someone else may have access to, or has been using your password or account, you must tell us as soon as you discover such a breach of these terms.
3.7 We reserve the right to restrict, or deny you access to all or some parts of the site if, in our opinion, you have failed to comply with these terms of use. We may suspend, terminate your account or cancel any and all reservations and your listings if the company suspects that you (by conviction, settlement, insurance or escrow investigation or otherwise) have engaged in fraudulent activity in connection with the website. Example of such activity is (but not limited to): (a) be false, inaccurate or misleading; (b) be fraudulent (c) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) be obscene (g) contain any viruses, Trojan horses, worms, time-bombs, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; and (i) link directly or indirectly to or include descriptions of goods or services that: (j) are prohibited under this Agreement.
3.8 When registering on our platform you must be legally able to represent the relevant party you list on the website. We may proactively ask participants to provide us with relevant operating license, however GroupsMarketPlace.com and its applications https://app.groupsmarketplace.com/ cannot be held responsible if that is not submitted on time or it is not valid over time.
3.9 Neither entity (Buyers or Suppliers) may manipulate the price of any item nor may you interfere with other users listings or transactions against their will. GroupsMarketPlace.com and its applications https://app.groupsmarketplace.com/ do not act to recommend or prioritize any user over the other. The choice of co-operation always rests with each individually listed entity and user.
3.10 By using our site and applications you also confirm that the information you supply to us, can be used freely by us, so that we are not violating any rights you might have in that information, you must agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity and database rights (but no other rights) you have in Your information, in any media now known or not currently known, with respect to 'Your information'. We will only use 'Your information' in accordance with our Privacy Policy as per our website published online.
3.11 Our online platform https://app.groupsmarketplace.com/login/ requires a registration. The above paragraphs stipulate the types of partners that can register. During the online registration process, the applicable fee is displayed and payable either via a payment gate or as a bank transfer. Generally, the membership is payable by all registered entities and for the agreed period of time (example – a one off fee per calendar year)
3.12 We reserve the right to amend the fees during the year according to business demand, currency fluctuations and also that we may make available a time limited discount offer at any time. All these will be published via our portals and do not need to be advised in writing to individual users separately.
3.13 Once you are registered as a Buyer or Seller, you advertise a product or a request at guaranteed rates / negotiable rates or can also add a hot offer option. For any of these options (or combinations thereof) you are obliged to complete the transaction with your counterpart directly in accordance to our Terms of Use. GroupsMarketPlace.com and its applications https://app.groupsmarketplace.com/ should always receive the Supplier hotel's lowest group rates on our site and applications. We may conduct group hotel rate audits from time to time to assess this is the case. Prices, cancellations and refunds – as well as all other conditions, including payments, cancellation terms, refunds are agreed solely between business partners directly.
3.14 Cancellations to your membership and refunds.
Your membership to our site and applications can be cancelled at any time by sending notice to us in writing. Your entitlement to a potential refund will depend on whether you (a) had signed up to a non-refundable membership or (b) a refundable membership. In case of the option (a) - no refund is given as agreed by you at the time of signing up. If the option (b) is valid – then possible refunded amount is in accordance to the agreement you signed at the time of payment.
Any monies that you will be eligible for as a refund, will be sent to your nominated bank account or a credit card within 15 working days from the date of the cancellation.
3.15 Termination of Accounts
Your membership will be terminated incase of the following:
· Your paid membership has come to an end and you decide to not extend;
· Your free membership (trial period) has come to an end and you decide not extend
· You have cancelled your membership and ask us to delete your account
· You have breached our terms of use. We may then either limit your activity, immediately remove your bids or item listings, warn our community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our services to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) the company is unable to verify or authenticate any information you provide to us; or (c) the company believes that your actions may cause financial loss or legal liability for you, our users or ourselves.
4/ Privacy and confidentiality
4.1 Privacy
By using this site or registering as a member, your consent to the use and sharing of your information as described in the Privacy Policy. The company views the protection of users' privacy as a very important community principle. If you object to your Information being transferred or used in this way please do not use our services.
4.2 Confidential information
4.2.1 Confidential information. Registered Users’ information is strictly confidential and is for the sole intended use of GroupsMarketPlace.com and its applications https://app.groupsmarketplace.com/ to operate the platform.
4.2.2 Management of confidential information. Each party agrees that: (a) all confidential information shall remain the exclusive property of the owner; (b) it shall maintain, and shall ensure its employees and agents to maintain, the confidentiality and secrecy of the other party's confidential information; (c) it shall take all reasonable action necessary to ensure that its employees and agents do not copy, publish, manipulate, disclose to others or otherwise use the confidential information of the other party; and (d) it shall return or destroy all copies of the other party's confidential information upon request of the other party.
4.2.3 Exclusion to confidential information. Notwithstanding the abovementioned, confidential information shall not include any information to the extent it: (a) is or becomes a part of the public domain through no act or omission on the part the receiving party, (b) is disclosed to third parties by the owner without restriction on such third parties, (c) is in the receiving party's possession, without actual or constructive knowledge of an obligation of confidentiality with respect thereto, at or prior to the time of disclosure under this Agreement, (d) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto, (e) is indepen-dently developed without access or reference to the disclosing party's Confidential information, or (f) is released from confidential treatment by written consent of the disclosing party.
5/ Liability and indemnity
5.1. Website content
5.1.1. We are the owner and licensee of all intellectual property rights in the Site and the material published on it.
5.1.2 We do not guarantee that any website content will be free from errors or omissions. There may be mistakes and errors in our website content which we fail to notice, which will not be binding on us.
5.1.3 We reserve the right to correct any errors in our website content and to change any of our website content (including services, products, availability, and pricing) at any time and without notice. If any correction affects any booking, order you have submitted or contract you have entered into with us to your material detriment, then we will give you the opportunity to cancel the booking, order or contract rather than accept the change.
5.1.4 The company may amend this agreement at any time by posting the amended terms on the website. Unless otherwise stated, all amended terms shall be effective immediately once posted on the website. This agreement is deemed accepted by you whilst continuing to use our site and or services. We recommend you to check this Agreement frequently on our site and its applications.
5.1.5 You may print and download extracts from the Site for personal, non-commercial use on the following basis:
· No documents or graphics are modified in any way;
· No graphics are used separately from the accompanying text;
· No copyrights or trademarks are removed.
5.1.6 Any link to a third-party website (e.g. a banner advertisement) in our website content are not our responsibility and you visit them at your own judgement. By providing these links, we are not endorsing, sponsoring or recommending such sites or the materials disseminated by or services provided by them, and we are not responsible for the materials, services or other situations at or related to or from any other site. If you supply any personal data to them, you should read their privacy policy.
5.1.7 You acknowledge that all copyrights, designs, database rights, trademarks, patents, and all other intellectual property and material rights relating to our Site content is and remains our sole and absolute property.
5.1.8 We will not be responsible or liable to any third party, for the content or accuracy of any materials submitted by you.
5.3. Data protection and privacy
5.3.1. We use and process your personal information in accordance with our Privacy Policy (as per our site). We comply with the Data Protection Act 2018.
5.4. Indemnity and liability
5.4.1. The material contained on the Site is for information purposes only and does not constitute advice. You should carry out your own checks in respect of any information on the site and use your own judgment before doing or not doing anything on the basis of what you see.
5.4.2 We are not liable for any action you may take as a result of relying on any information/materials provided on the Site or for any loss or damage suffered by you as a result of you taking such action.
5.5 We are not responsible if you cannot use the Site properly or at all because of any event outside our control (e.g. the performance of your or our internet service provider, your browser or the internet).
5.5.1 In no event shall the Company, our subsidiaries, associates, directors, employees or our business partners be liable for lost profits or any special, identical or consequential damages out of or in connection with our website, its applications, our services or this agreement (irrelevant of how it has arisen, including negligence).
5.5.2 You agree to indemnify Us, the Company, not hold ourselves and (as applicable) our parent company, subsidiaries, affiliates, officers, directors, agents and employees, responsible from any claim or demand, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party. It is understood and agreed that GroupsMarketPlace.com and its applications https://app.groupsmarketplace.com/ shall at all times act in the capacity of an independent technological platform provider only and not as an employee, partner, agent, joint venture, or principal of any travel agent, tour operator, group coordinator, coach operator, particular guide or assistant or a hotel.
5.5.3 The direct partners’ deals and agreement are subject to all terms and conditions of the respective business partners. SW19 Consultancy, S.R.O shall not be held responsible for any loss of or damage to property or death or injury to a person, resulting from any act or omission of any supplier providing any product or service or any other person or entity, or caused by strike, war, weather, act of god, quarantine, sickness, government restriction or regulation, or any other cause. The users of our site and applications expressly waive all rights he or she may have against GroupsMarketPlace.com and its applications.
5.5.4 The business partners on our site and applications are independent business entities and not agents, partners or sub-businesses of the Company. You are an independent user of our site and applications and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
5.5.5 SW19 Consultancy, S.R.O makes no warranties, guarantees or representation of any kind or implied, arising by law or otherwise, including without limitation any implied warranty of merchantability or fitness for a particular purpose, or any implied warranty arising from course of performance, course of dealing or usage of trade. These Terms and Conditions represent the entire agreement between us and the business partners.
5.5.6 We do not guarantee that our Site, or any Site content, will always be available or be uninterrupted. We shall not be liable if for any reason our Site is unavailable at any time or for any period. Every effort is made to ensure website accuracy at the time of publication; however, we cannot be held responsible for printing or typographical errors, product changes and content changes on websites.
5.5.7 Site and its applications, has no control over the terms or content of any electronic or paper agreement and makes no representations or warranties, nor provides any legal advice, regarding the desirability of entering into any agreement, nor the content, form, legality, validity, execution or enforceability of any agreement entered between the Buyer and Seller and the end-user. All entities using the Site and its applications are responsible for ensuring that any agreement between themselves and/or the end-user is appropriate, valid, desirable, legal and enforceable and are both encouraged to seek the advice of licensed legal counsel in the appropriate jurisdiction before entering into or drafting any agreement. All the entities using our platform, the Buyers and Sellers, agree to hold GroupsMarketPlace.com and its applications https://app.groupsmarketplace.com/ harmless and indemnify it for all demands, claims, damages and costs, including reasonable lawyers' fees, arising from any dispute by using partners found via our platforms.
5.5.8 The Company does not control the information provided by other users that is made available through our systems. You may find other user's information to be offensive, harmful, inaccurate or deceptive. Please use caution, common sense, and practice safe trading when using the website. Please note that there are also risks of dealing with underage persons or people acting under false pretense. Additionally, there may also be risks dealing with international trade and foreign nationals. By using this website, you agree to accept such risks and GroupsMarketPlace.com and its applications https://app.groupsmarketplace.com/ is not responsible for the acts or omissions of users on the website.
5.6. Legal compliance
5.6.1. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service and your bidding on behalf of or listing of groups.
5.6.2 The company does not guarantee continuous, uninterrupted or secure access to our services, and operation of the website may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
5.6.3 Our site and applications offer links and reference to external websites of our business partners or third parties’ websites. The publishing of such hyperlinks is intended for information purposes and to support users browsing. The hyperlinks disclosure should not be construed as an endorsement or approval of their contents by us. We are not responsible for the accuracy of the content and the information contained in the hyperlinks nor constitute an endorsement or we encourage a partnership or suggest a profit making.
We are not responsible for the hyperlinks’ contents and information nor for the services and/or products offered therein. Neither we guarantee that the information provided in the hyperlinks is correct, accurate and up-to-date.
5.7 Copyright
The site and its applications, as a whole or their parts cannot be copied, reproduced, distributed, displayed, sold, or, more in general, exploited for commercial purposes. It is furthermore forbidden any illegal or prohibited use of this website.
6. Applicable law and jurisdiction
These General Terms are governed by Czech law. The Czech courts shall have exclusive jurisdiction over any claim brought by you arising from, or related to, use of the Site and these General Terms.
If any part or provision of these General Terms is found to be unlawful or unenforceable, this shall not affect the validity of any other part or provision.
Contacting Us If you have any questions regarding these Terms of Use – you may contact us using the contacts via www.groupsmarketplace.com.
7. Code of Conduct
Business Partners shall not discriminate against its employees based on gender, age, religion, race, tribe, caste, social background, disability, nationality, membership in workers’ organizations, political affiliation, sexual orientation, or any other personal characteristics. Business partner shall ensure that all its employees are free to enter their employment with the Supplier through their own choice and shall also be free to terminate their employment when they choose without penalty, as long as the process is in accordance with the employment contract. Business partners shall not employ children underage as stipulated by local and international law.
Business partners shall provide a safe and hygienic working environment. Supplier shall take adequate steps to prevent diseases, accidents and injuries arising during work. Business partners shall ensure that fire alarms, fire extinguishers, unobstructed emergency exits are provided in all areas.
Wages paid by the Business partners must meet or exceed legal minimums and / or industry standards. No illegal or unauthorized deductions from wages are allowed. Working hours of employees must be in line with the legal requirements and / or industry standards. Business partners shall grant employees their stipulated annual leave and sick leave without any form of repercussions. Business partners shall grant female employees their stipulated maternity leave and other rights in case of pregnancy.
Business partners shall minimize their negative impact on the environment. Supplier shall actively reduce the amount of energy and water used and shall minimize the use of chemicals known to cause damage or pose risks to health and/or the environment. Supplier shall comply with mandatory national and international law and standards for waste management.
As a principle, we trust our Business Partners with adherence to this Code of Conduct and to do their utmost to achieve GMP standards. If a Business partner is in breach of the terms and conditions of this Code of Conduct we are entitled to terminate any contract and cooperation with the Business partners with immediate effect and reserves its right to take any further legal action at our own discretion.
In Prague, 11/5/2020