Terms of Service for Providers
Last updated: November 30, 2021
These Terms of Service for Providers is between the entity you represent, or, if you do not represent an entity, you individually (“you” “your”), and FareHarbor B.V. (“FareHarbor”, “we”, “us”, or “our”). FareHarbor provides a comprehensive solution for businesses that desire an online booking reservation platform. Specifically, FareHarbor provides various products and services to persons in the (tourist) activity business, including platform creation, on-platform reservation payment capability, reservation management solution, performance reporting tools, pricing tools, website creation, website hosting, self-service knowledge bases, and distribution access tools, that allows you to list the availability of, accept and manage reservations for, and sell your products and services (“Service“).
These Terms of Service for Providers consist of the following General Terms and Conditions and Supplier Payment Terms and Conditions (as defined below) available here (collectively “Terms of Service“).
BY CLICKING “I ACCEPT”, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF SERVICE; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER AND AUTHORITY TO AGREE TO AND ACCEPT THESE TERMS OF SERVICE AND, IF YOU ARE ACCEPTING THESE TERMS OF SERVICE FOR AN ORGANIZATION, THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION; AND (C) AGREE TO BE BOUND BY THESE TERMS OF SERVICE.
GENERAL TERMS AND CONDITIONS
You act as an entrepreneur and as a business towards FareHarbor when making use of the Service.
Relationship between the consumer, you, and FareHarbor
1.1 Upon making a purchase through the platform (“Booking“) created for you by FareHarbor, the consumer enters into a direct contractual relationship with you (the “Activity Contract”). FareHarbor acts as the limited purpose agent of the consumer for the purpose of obtaining (and paying for) an activity reservation through the Service. For performing these functions on behalf of the consumer, FareHarbor will charge the consumer a fee for making a Booking via the Service (“Booking Fee”). FareHarbor charges the Booking Fee for Bookings that are made either on a website that FareHarbor created for you or on your own website (where the Service is integrated). In sum, a consumer pays both a fee for your product or service (to you) and the Booking Fee (to FareHarbor). FareHarbor will collect both of these fees.
1.2 You will not pay a fee to FareHarbor for the Service.
1.3 You will use the Service (a) to allow consumers to make Bookings for products and services offered by you, (b) to facilitate listings with third party distributors of your products or services, and (c) for any other purposes approved by FareHarbor.
Facilitated Payment
2.1 FareHarbor acquires payment services from certain Payment Service Providers (“PSPs”). FareHarbor integrates certain facilitated payments solutions (offered by these PSPs) into the Service it offers to you. The consumer who is booking a product or service through the Service does not pay any fees for making use of a facilitated payment solution. Instead, FareHarbor may charge you a fee for each transaction processed through the platform created for you.
2.2 FareHarbor has integrated into the online platform created for you the IT-infrastructure that enables consumers to make payment through the platform for Bookings. In connection therewith, FareHarbor has entered into contracts with certain PSPs to acquire payment services.
2.3 You will enter into a separate (User) agreement with the respective PSP(s) to be able to benefit from the payment services acquired by FareHarbor, in order to receive payment for the reservations obtained through the platform. The terms of the (User) agreement shall apply to all facilitated payments. FareHarbor accepts no liability for the facilitated payment being (temporarily) unavailable as part of the Service provided to you or for the execution of the obligations of the PSP under the (User) agreement.
2.4 The facilitated payment typically consists of the collection of the amount to be paid by the consumer for your product or service and the payment of that amount to you on behalf of the consumer. You are obliged to provide all relevant information that is required for you to receive a pay-out in a timely and correct manner.
2.5 FareHarbor and you agree that the PSP shall collect both the Booking Fee and the activity fee from the consumer at the same time. Moreover, FareHarbor and you agree that the fee for your product or service will be paid to you on behalf of the consumer, and that the Booking Fee will be retained by FareHarbor as compensation for the service provided to the consumer, including acting as the consumer’s limited purpose payment agent.
2.6 The costs related to the facilitated payments shall be charged by the PSP to FareHarbor.
2.7 FareHarbor may unilaterally decide to charge you a fee as compensation for the use of the IT-infrastructure provided by FareHarbor allowing for facilitated payments. If FareHarbor decides to charge such a fee, payment shall be due in accordance with the terms of the invoice for same. Nevertheless, you agree and acknowledge that FareHarbor may utilize the facilitated payment for settlement and payment of the outstanding amounts by offsetting the due and outstanding fees for the use of the IT infrastructure as well as any other amounts that are due by you, when and only if applicable.
Warranties
3.1 You guarantee that you possess the legal capacity under the applicable law to enter into contracts with FareHarbor and to create binding legal obligations.
3.2 You also guarantee that the use of the Service will be in accordance with these Terms of Service.
3.3 You will be liable for any and all damages that are caused by the warranties in this article having been breached.
Liability Regime
4.1 You are solely and entirely responsible to honour all Bookings and to fulfil all obligations under the Activity Contract towards the consumer that entered into the Activity Contract with you.
4.2 FareHarbor cannot be held liable in connection with the fulfilment of your obligations under the Activity Contract. FareHarbor is not a party to the Activity Contract. You will fully indemnify and hold harmless FareHarbor for any claims brought by third parties in connection with an Activity Contract (including all costs and reasonable legal fees incurred by FareHarbor that are spent on the defence against such a claim).
4.3 You agree and shall require the consumer making a Booking through the platform created for you by FareHarbor to agree cooperate with and assist FareHarbor in good faith, and to provide FareHarbor with information and take such actions as may be reasonably requested by FareHarbor, in connection with any complaints or claims or with respect to any investigation undertaken by FareHarbor or a representative of FareHarbor regarding use or abuse of the Service or a breach under these Terms of Service.
4.4 FareHarbor does not assume any responsibility for and is not liable for any damages to your computer, equipment or other property caused by or arising from your access to, use of, or browsing the Service, or by downloading of any information or materials from the Service. In no event will FareHarbor, or any of its officers, directors, employees, shareholders, affiliates, agents, successors or assigns be liable to you or to anyone else for any indirect, punitive, or consequential damages (including but not limited to those damages resulting from lost profits, lost data or business interruption) arising out of the use, inability to use, or the results of using the Service (or the materials, information or other content contained on the Service) whether on the basis of contract or on any other legal basis.
4.5 In the event of any problem with the Service, your sole remedy is to cease using the Service.
4.6 You agree that any claim or cause of action related to or arising from your use of the Service against FareHarbor must be brought within two years from the date on which such claim or action arose or accrued. Failing to bring a claim or cause of action within the two-year period leads to the claim being deemed to be irrevocably waived.
User Terms
5.1 FareHarbor authorizes you to make use of the Service.
5.2 You are obliged to provide FareHarbor with all information that is required to make use of the Service (inter alia the account registration information) in a timely and correct manner. You will ensure that all information is and remains true, accurate, current, and complete. You will be liable for any errors, mistakes or omissions in the information that you provide to FareHarbor. FareHarbor may suspend or terminate the Service if it has reasonable grounds to suspect that the relevant information is untrue, inaccurate, not complete or current.
5.3 You are not allowed to upload materials to the platform created for you by FareHarbor that are prohibited or infringe upon the rights of others of that would be unlawful. You will fully indemnify and hold harmless (including all costs and reasonable legal fees incurred by FareHarbor that are spent on the defence against such a claim) FareHarbor against third party claims based on the alleged infringement of the rights of such third party by content uploaded by you.
5.4 FareHarbor may remove information or direct you to remove information that FareHarbor deems to be inappropriate or unlawful, whilst immediately notifying you thereof.
5.5 FareHarbor does not guarantee the availability of the Service and FareHarbor cannot be held liable for damages that arise as a consequence of the unavailability of the Service. You are solely responsible for and FareHarbor is not liable for any technical inaccuracies, any print or typographical (spelling) errors or other errors on the platform created for you (including but not limited to rates, fees, or availability related to your products or services).
5.6 You are obliged to check on a regular basis the correctness of the information provided on your platform created by FareHarbor, and if all information is up to date. You shall notify FareHarbor immediately in case changes must be made.
5.7 You are entirely and exclusively responsible for the security and confidentiality of your username and password that jointly give access to your FareHarbor account. Moreover, you are solely responsible for all activity happening through your FareHarbor account. If you share your username or password with a third party, permit them to log on or to otherwise use the Service through using your account information, or if you are negligent in maintaining security of your username or password such that a third party gains access to your FareHarbor account, you assume all risks and losses and you are responsible for all account activities (including but not limited to changes to the username, password, listings bookings or account settings) of that third party as if you performed these activities yourself. You shall immediately notify FareHarbor of any unauthorized use of your account or any other breach of security that you become aware of.
5.8 Any individual identified in the registration data provided by you (or that you later identify to FareHarbor) as an authorized user, including joint business owners or additional users, shall be deemed an authorized user of the platform created for you by FareHarbor. You authorize FareHarbor to give authorized users information about your FareHarbor account, to discuss the account with them and to make changes to the account (depending on the authorization settings). Any disputes between you and any authorized user (or other third party to whom you provided access to your account) is solely a matter that regards you and FareHarbor has no responsibility or liability regarding such disputes.
5.9 It is your sole responsibility to provide correct and complete and current information on the activities that can be booked through your platform created by FareHarbor.
5.10 Any running or displaying the Service or any information or material displayed on the Service in frames or through similar means on another website without the prior written permission of FareHarbor is prohibited. From time to time, the Service may contain links to websites that are not owned, operated or controlled by FareHarbor or its affiliates. Neither FareHarbor nor any of its respective affiliates are responsible for any content, materials or other information located on or accessible from any website not owned, operated or controlled by FareHarbor or its affiliates.
5.11 You agree not to use any robot, spider, scraper or other automated means to access the Service for any purpose without FareHarbor’s express written permission. Additionally, you agree that it will not: (a) take any action that imposes, or may impose in FareHarbor’s sole discretion an unreasonable or disproportionately large load on FareHarbor infrastructure; (b) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (c) bypass any measures FareHarbor may use to prevent or restrict access to the Service. FareHarbor retains the right at its sole discretion to deny access to anyone to the Service, at any time and for any reason, including, but not limited to, for violation of the Terms of Service.
Intellectual Property Rights
6.1 All of the content featured or displayed on the Service, including without limitation text, graphics, photographs, images, sound, and illustrations (“Content”), is owned by FareHarbor, its licensors, vendors, agents or its Content providers. All elements of the Service, including without limitation the general design and the Content, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights. The Service may only be used for the intended purpose for which such Service are being made available.
6.2 FareHarbor will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to FareHarbor. FareHarbor reserves the right to remove any material alleged to be infringing without prior notice and without liability to FareHarbor. When appropriate, FareHarbor will also terminate your account if you are a repeat infringer. If you believe that your copyrighted information has been used in a way that constitutes copyright infringement, please send a notice that complies with the requirements of the Digital Millennium Copyright Act to our designated agent at:
FareHarbor Holdings, LLC
Attn: DMCA Agent
1515 Cleveland Pl, Suite 400
Denver, CO 80202
Email: DMCA@fareharbor.com
6.3 All trademarks, service marks and trade names of FareHarbor used in the Service (including but not limited to: FareHarbor’s name and logo; the Service’s name, design, and any logos) (collectively “Marks”) are trademarks of FareHarbor or its affiliates, partners, vendors or licensors. You are not allowed to use, copy, reproduce, republish, upload, post, transmit, distribute, or modify the Marks in any way, including in advertising or publicity pertaining to distribution of materials on the Service, without FareHarbor’s prior written consent. FareHarbor prohibits the use of the Marks as a “hot” link on or to any other website unless establishment of such a link is approved in advance. You shall not use FareHarbor’s name or any language, pictures or symbols which could, in FareHarbor’s judgment, imply FareHarbor’s endorsement in any written or oral advertising, presentation, brochure, newsletter, book, or other written material of whatever nature, without prior written consent.
6.4 From time to time FareHarbor may create websites, consumer relationship management tools and other features for your use (the “Online Assets”). You acknowledge and agree that the Online Assets are the sole property of FareHarbor and, notwithstanding the inclusion of your marks, are not a “work made for hire” under the Copyright Act or any other law. To the extent that the foregoing does not apply, you assign to FareHarbor, and its successors and assigns, for no additional consideration, your entire right, title and interest in and to the Online Assets and any intellectual property rights contained therein. Nothing contained in this Agreement shall be construed to reduce or limit FareHarbor’s right, title or interest in the Online Assets. Further, you agree to stop using and return to FareHarbor the Online Assets at FareHarbor’s request or upon the termination or expiration of this Agreement.
Data Privacy
7.1 Data collection and use, including the collection and use of personally identifiable information, is governed by FareHarbor’s Privacy Policy, which is incorporated into and is a part of these Terms of Service.
Listings
8.1 You may use the Service to create listings about your products or services. You will be prompted to answer a variety of questions in order to populate your listings, including, but not limited to, the location, capacity, size, features, availability of the product or service, cancellation and refund policy, pricing and related financial terms, applicable taxes and fees, and other information. All listings must also include a valid physical address and all material terms and conditions. The listing information provided by you will be made publicly available for Bookings via the Service. You acknowledge and agree that once a Booking for your product or service is completed through your platform created by FareHarbor, the price and terms for such Booking may not be altered. You will not submit any listing with a false or misleading price or other information and will not submit any lists with a price and terms that it does not intend to honor.
8.2 When you create a listing, you may also choose to include certain requirements, which must be met by the consumer who is eligible to request a Booking, including, but not limited to, requiring consumers to have a profile picture or verified phone number, certain qualifications or certifications, in order to book your product or services. You agree that no such requirements will be applied in a discriminatory or unlawful manner. In addition, you will not use the Service to request that a consumer engages in any prohibited or unlawful activity or request any information from a consumer that is prohibited by law or subject to any applicable data protection and security requirements.
8.3 Subject to these Terms of Service, you grant to FareHarbor a worldwide, nonexclusive license in any and all media now or later known or developed during the term of these Terms of Service to use, reproduce, display, modify, create derivative works of (including translations), distribute, and transmit Your Content (as defined below) solely for the purpose of providing the Service. “Your Content” means all information, data, and content made available by you to FareHarbor in connection with the Service, which may include (x) your name, trademarks, and logos; (y) images, photographs, and descriptions of your products or services; and (z) rates, pricing, schedules, capacities, and other information relating to reservation availability for your products or services.
8.4 Subject to the licenses granted under these Terms of Service, you reserve all right, title, and interest that you may have in Your Content. Subject to your rights, FareHarbor or its affiliates, as applicable, will retain all right, title, and interest in all modifications, improvements on, and derivatives of Your Content, including any translations. You represent and warrant that: (a) you are the sole and exclusive owner of Your Content and have all necessary rights to grant to FareHarbor the licenses granted under these Terms of Service; (b) no consents from or payments to any third party are required for FareHarbor to exercise the rights granted under these Terms of Service; (c) Your Content and FareHarbor’s use will not infringe upon any trademark, trade name, service mark, copyright, trade secret, or other proprietary right of any other person or entity.
8.5 You may not post, upload, publish, submit or transmit any of Your Content via the Service that (a) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (b) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability; (c) is fraudulent, false, misleading or deceptive; (d) is defamatory, obscene, pornographic, vulgar or offensive as determined in FareHarbor’s sole judgment; (e) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) is violent or threatening or promotes violence or actions that are threatening to any other person; or (g) promotes illegal or harmful activities or substances. In addition to any other remedies, FareHarbor may immediately suspend or terminate any of your listings that violate these restrictions.
8.6 You are solely responsible for Your Content included in your listings.
8.7 FareHarbor does not currently charge fees for the creation of listings on the platform or other services. However, you acknowledge and agree that FareHarbor reserves the right, in its sole discretion, to charge you for and collect fees from you for the creation of listings on the platform or other services. Please note that FareHarbor will provide notice of any listing or other services fee collection via the Service, prior to implementing such a fee.
Tax
9.1 “Tax” or “taxes” mean any sales taxes, value added taxes (VAT), goods and services taxes (GST) and other similar municipal, state and federal or other withholding and personal or corporate income taxes.
9.2 All fees charged by FareHarbor to you are exclusive of any applicable taxes. Where applicable, or based upon request from you, FareHarbor may issue a valid tax invoice. You acknowledge that all invoices issued by FareHarbor will be made available by electronic means for self-service download through the Service.
9.3 IRS regulation, regarding federal tax reporting requirements, stipulates that FareHarbor or its payment processors must collect IRS Form W-9 information from all providers of products or services in the United States. If applicable and if required by applicable IRS regulations, FareHarbor and the acquired PSP will issue any required 1099-Ks to you by sending them in a digital format via email.
9.4 You understand and agree that you are solely responsible for determining the tax reporting requirements that are applicable in consultation with your tax advisors. FareHarbor cannot and does not offer tax-related advice. Additionally, please note that you are responsible for determining all applicable federal, state and local taxes and governmental fees, and for including any applicable taxes and fees to be collected in the applicable listings.
Insurance
10.1 You will maintain sufficient insurance coverage to meet your obligations created by these Terms of Service and by law. Upon request, you will provide FareHarbor with proof of insurance coverage required by this section and applicable law. If FareHarbor reasonably determines that your coverage is less than that required to meet your obligations, you will promptly purchase additional coverage upon FareHarbor’s request.
Term and Termination
FareHarbor may suspend or terminate your access and use of the Service at any time for any reason. Your rights under these Terms of Service will terminate automatically without notice if you fail to comply with any of the Terms or any third-party terms you agreed to. FareHarbor will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that you may incur as a result of terminate or suspension of your access to the Service.
11.1 In addition to the above, you can terminate these Terms of Service by giving a 30 calendar day written notice to FareHarbor.
11.2 You are solely responsible to meet your obligations under any Activity Contracts towards consumers that entered into such Activity Contracts with you prior to suspension or termination of this Agreement.
11.3 The following articles shall survive termination or expiration of this Agreement: (a) limitations of liability and time limit to bring a claim as set out in article 5, (b) the license granted by the in article 7, and article 9.
Miscellaneous
12.1 FareHarbor reserves the right to modify or amend these Terms of Service from time to time without notice. Your continued use of the Service following the posting of changes to these Terms of Service on our website will mean you accept those changes. If you do not agree to the modified terms, you should discontinue your use of the Service. Unless we provide you with specific notice, no changes to our Terms of Service will apply retroactively.
12.2 These Terms of Service are governed by the laws of the Netherlands.
12.3 Disputes arising out of or in connection with these Terms of Service shall be subject to the exclusive jurisdiction of the Amsterdam District Court.
12.4 If any provision of these Terms of Service is held to be null and void, such provision shall be amended to achieve as closely as possible the effect of the original provision and all other provisions of these Terms of Service will continue in full force and effect.
12.5 You agree that FareHarbor may assign its rights under these Terms of Service at its sole discretion.
12.6 FareHarbor’s failure to act with respect to a breach by you or others does not waive FareHarbor’s right to act with respect to subsequent or similar breaches.
Effective as of January 1, 2022 (view current version).