Terms of Service for Providers

General Terms of Service for Providers

Effective for all Providers as of March 1, 2024.

Table of Contents

FareHarbor Service
Relationship between the Provider, the Booker, and FareHarbor
Third-party payment processors
Warranties and disclaimer
Terms of Use
Intellectual Property
Provider Content
Data Processing Agreement
Security
Tax
Audit and governmental requests
Insurance
Indemnification
Limitation of liability
Term and Termination
Access to the Online Booking System
Confidentiality
Force Majeure
Compliance Warranties
Survival
Miscellaneous

These General Terms of Service for Providers (“Terms”) are between

the legal entity/person that is the subject of the ‘Know Your Customer’ check (“Provider”) performed by FareHarbor and/or the applicable payment service provider; and,
FareHarbor B.V., a limited liability company registered in the Netherlands (“FareHarbor”).

The individuals identified above are individually referred to as “Party” and collectively referred to as the “Parties” in these Terms.

By accepting these terms in the Online Booking System (as defined below) and/or accessing or using the Services (as defined below), Provider agrees to these Terms. If there is a conflict between these Terms and any additional mutually agreed upon terms applicable to Provider’s use of the Service, the additional terms will control for that conflict.

Collectively, we refer to the Terms below, any additional terms, and any applicable policies and guidelines as the “Terms.”

1. FareHarbor Service

1.1 Provider acts as an entrepreneur and as a business towards FareHarbor when making use of the Services.

1.2 Subject to these Terms, FareHarbor:

1. 1. shall provide the front-end and the back-end of FareHarbor’s online booking management system (“Online Booking System”) along with online payment facilitation, including performance reporting tools, self-service knowledge bases and connectivity (“Core Services”).
  2. may offer various ancillary products and services to Provider, including without limitation website creation, online advertisements and/or commercial programs to increase demand for Provider’s offerings (“Additional Services”).

The Core Services and the Additional Services are collectively referred to as the “Service” within these Terms.

1.3 Booking Fees. FareHarbor shall charge a fee (“Booking Fee”) to the booker/end user (“Booker”) who makes a booking on the Online Booking System (“Booking”).

1.4 Provider Fees.

1. 1. Core Services. Provider agrees to pay the following fees to FareHarbor as consideration for Core Services provided:
    1. Service Fee for technical integration of payment solutions. FareHarbor shall charge a fee to Provider for providing the IT infrastructure required for the technical integration of payment solutions that allow the Booker to pay for the Booking through the Online Booking System (“Processing Fee”); and,
    2. API Fee. FareHarbor may charge a fee to Provider for Bookings made through, and received from, third-party websites that communicate Provider Content and Booking Data with the Service via an application programming interface (“API”) maintained by FareHarbor (“API Fee”). Any specific terms and conditions that may apply to the API fee will be communicated to the Provider directly.
  2. Additional Services. FareHarbor may charge Provider, and Provider agrees to pay, for any Additional Services that Provider uses. Any specific terms and conditions which may apply to Additional Services will be communicated to the Provider separately, and such terms and conditions shall be deemed incorporated into these Terms as if fully set forth herein.
  3. If there is a conflict between these Terms and any terms and conditions applicable to Provider’s use of the Additional Services, the additional terms and conditions will control for that conflict.

2. Relationship between the Provider, the Booker, and FareHarbor

2.1 Privity of (Activity) Contract. When a Booking is made, a direct legal contract is created between the Booker and the Provider (the “Activity Contract”); and FareHarbor is not a party to the Activity Contract. The Provider is the (re)seller and the merchant of record under the Activity Contract, and FareHarbor merely acts as the Booker’s limited purpose agent for the purpose of booking and submitting payment for Provider’s products and services through the Online Booking System.

2.2 Fulfillment of Activity Contract. Provider is solely and fully responsible for honoring all Bookings and fulfilling all obligations owed to Bookers pursuant to Activity Contracts entered into with Bookers. Provider agrees that FareHarbor will not be responsible or held liable by Provider for matters related to the fulfillment of Provider’s obligations under the Activity Contract.

1. Separate Fees. Upon making a Booking, the Booker will pay two separate and distinct amounts: (a) the amount payable to the Provider for the Provider’s product or service at the price set by the Provider in the Activity Contract (“Activity Price”), and (b) the Booking Fee payable to FareHarbor.
2. No Partnership or Agency. Nothing in these Terms is intended to, or will be deemed to, establish any partnership or joint venture between the Parties, constitute either Party the agent of the other, or authorize either Party to make or enter into any commitments for or on behalf of the other Party.

3. Third-party payment processors

3.1 Payment Processors. FareHarbor integrates facilitated payments solutions into the Online Booking System through the use of third-party payment processors (“PSPs”).

3.2 PSP Agreement. Provider may be required to enter into a separate PSP (User) agreement (FareHarbor Payments – Legal Information) (a) to receive the benefits of facilitated payments solutions integrated within the Online Booking System, and (b) to receive payments for Bookings. The terms and conditions of the applicable PSP (User) agreement apply to and govern all payments facilitated by and through the Online Booking System. The Sections below entitled “Stripe Services”, “Adyen Services”, and “Paypal Services” govern Provider’s use of the respective facilitated payments solutions.

3.3 Disclaimer. FareHarbor disclaims all liability and bears no responsibility resulting from or related to (a) any delay or unavailability of a facilitated payment solution in connection with the Online Booking System, or (b) the fulfillment by the PSP of any obligations under the applicable PSP (User) Agreement.

3.4 Stripe Services. FareHarbor Providers that use Stripe’s Payment processing services on FareHarbor in connection with the Service are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreements”). By agreeing to these Terms or continuing to use the FareHarbor Service, Provider agrees to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. When Provider uses services offered by Stripe that enable Provider to accept (and refund) payments for online Bookings, perform related financial transactions, and manage customer disputes (“Stripe Payment Services”) within the Online Booking System, the following applies:

1. Stripe will (i) transfer the Activity Price to Provider’s Stripe Account after deducting Processing Fees, and (ii) transfer the Booking Fee to FareHarbor’s Stripe Account.
2. FareHarbor shall initiate payouts of the Activity Price from Provider’s Stripe account to Provider’s bank account on a frequently recurring basis. Notwithstanding the foregoing, FareHarbor has the right to delay said payouts until Provider has delivered the services provided for under the applicable Activity Contract.
3. As a condition of FareHarbor enabling payment processing services through Stripe, Provider agrees to provide FareHarbor and/or Stripe with accurate and complete information about Provider and Provider’s business, and acknowledges that its failure to provide all required information to FareHarbor and/or Stripe may result in delayed payouts from Provider’s Stripe Account.
4. When Bookers initiate instructions to reverse or invalidate processed transactions related to payments made for Bookings, including “chargebacks” and “disputes” (collectively, “Disputes”), Provider is responsible for the proper handling of these Disputes. If any Dispute results in Stripe claiming any amount from FareHarbor, Provider agrees that it is fully liable to FareHarbor for the full amount of all Disputes (including fines).
5. Payment of the Processing Fee by Provider to FareHarbor shall be due in accordance with the terms of the invoice for the same. If refunds are issued by the Provider to the Booker, Provider agrees to the following:
  1. If Provider issues a full refund to a Booker, FareHarbor will pay back (i) the full Processing Fee amount to Provider; and (ii) the full Booking Fee amount to the Booker.
  2. If Provider issues a partial or prorated refund to a Booker, FareHarbor will pay back the equivalent partial or prorated amount of the Processing Fee to Provider, but shall retain the full amount of the Booking Fee.

3.5 Adyen Services. Providers that use Adyen’s payment processing services on FareHarbor in connection to the Service are subject to the Adyen Terms and Conditions. By agreeing to the Adyen Terms and Conditions or continuing to operate as a Provider on FareHarbor, you are bound by and agree to comply with the Adyen Terms and Conditions, as may be modified from time to time by Adyen. When Provider uses services offered by Adyen that enable Provider to accept (and refund) payments for online Bookings, perform related financial transactions, and manage customer disputes (“Adyen Payment Services”) within the Online Booking System, the following applies:

1. 1. Adyen will (i) transfer the Activity Price to Provider’s Adyen Account after deducting Processing Fees, and (ii) transfer the Booking Fee to FareHarbor’s Adyen Account.
  2. FareHarbor shall initiate payouts of the Activity Price from Provider’s Adyen account to Provider’s bank account on a frequently recurring basis. Notwithstanding the foregoing, FareHarbor has the right to delay said payouts until Provider has delivered the services provided for under the applicable Activity Contract.
  3. As a condition of FareHarbor enabling payment processing services through Adyen, Provider agrees to provide FareHarbor and/or Adyen with accurate and complete information about Provider and Provider’s business, and acknowledges that its failure to provide all required information to FareHarbor and/or Adyen may result in delayed payouts from Provider’s Adyen Account.
  4. When Bookers initiate instructions to reverse or invalidate processed transactions related to payments made for Bookings, including Disputes. Provider is responsible for the proper handling of these Disputes. If any Dispute results in Adyen claiming any amount from FareHarbor, Provider agrees that it is fully liable to FareHarbor for the full amount of all Disputes (including fines).
  5. Payment of the Processing Fee by Provider to FareHarbor shall be due in accordance with the terms of the invoice for the same. If refunds are issued by the Provider to the Booker, Provider agrees to the following:
    1. If Provider issues a full refund to a Booker, FareHarbor will pay back (i) the full Processing Fee amount to Provider; and (ii) the full Booking Fee amount to the Booker;
    2. If Provider issues a partial or prorated refund to a Booker, FareHarbor will pay back the equivalent partial or prorated amount of the Processing Fee to Provider, but shall retain the full amount of the Booking Fee.

3.6 PayPal Services. FareHarbor Providers that use PayPal’s payment processing services are subject to the PayPal Legal Agreements applicable to their country or region of incorporation and/or operation. By agreeing to the PayPal Legal Agreements or by continuing to operate as a Provider on FareHarbor, you agree to comply with the PayPal Legal Agreements, as may be modified from time to time by PayPal. When a Provider uses services offered by PayPal that enable Provider to accept (and refund) payments for online Bookings, perform related financial transactions, and manage customer disputes (“Paypal Payment Services”), PayPal has sole authority to manage and process all payments, including without limitation all payouts, Disputes, and refunds.

1. Provider’s PayPal transactions may be reflected within FareHarbor’s Online Booking System.
2. FareHarbor has no direct access to, nor any control over, Provider’s PayPal accounts or the Paypal Payment Services. Provider acknowledges and agrees that the Paypal Payment Services cannot be managed from within the Online Booking System.
3. Provider agrees that PayPal is solely responsible and liable for matters related to the Paypal Payment Services, and that FareHarbor shall not be held responsible or liable for any direct or indirect damages, costs, losses, or expenses arising out of the same.

4. Warranties and disclaimer

4.1 Provider’s Warranties. At all times while these Terms are in effect, Provider hereby represents and warrants that it:

1. shall comply with all applicable laws;
2. possesses the legal capacity, right, power and authority to enter into these Terms and fulfill the obligations set forth herein;
3. is not under an obligation or restriction that might interfere or conflict with its ability to use the Service or adhere to these Terms;
4. shall provide complete, true, and correct information in the onboarding process to FareHarbor and the applicable PSP;
5. will use the Service in accordance with these Terms; and,
6. will not use, copy, modify, transfer, assign, create derivative works, or administer any rights in the Service or in FareHarbor’s intellectual property rights.

4.2 FareHarbor Warranties. FareHarbor represents and warrants that it will perform the Service in a timely, professional, and workmanlike manner. Notwithstanding the aforementioned, the Service is provided “as is” and without warranty of any kind, including without limitation any warranty of merchantability, fitness for a particular purpose, or non-infringement, all of which are hereby expressly disclaimed. FareHarbor does not warrant the achievement of any particular results, the absence of software errors, or uninterrupted availability of the Service.

1. No Reliance. FareHarbor may utilize third-party products or service providers to facilitate certain processes related to the Service, including without limitation software, software-as-a-service, data sources, and other types of products or services (“Service Vendors”). The Service Vendors are entirely independent from FareHarbor, and FareHarbor expressly disclaims all warranties related to any products or services that the Service Vendors provide.
2. Compliance. Provider is fully responsible and liable for the compliance of its website(s), including all aspects of the Online Booking System. If Provider becomes aware of any non-compliant aspects of the Online Booking System that only FareHarbor can control, Provider shall immediately inform FareHarbor.
3. Data sharing with third-parties. To the extent that FareHarbor directly or indirectly shares any data, including but not limited to Provider Content and Booker data, with a third-party at the instruction of Provider, Provider is responsible and liable for such third-party’s handling and treatment of such data, including any requirements under the applicable privacy laws and confidentiality arrangements (reference is hereby made to Section 2.2 of the Data Processing Agreement, which is incorporated into these Terms as if fully set forth herein).
4. Informational notes and referrals. FareHarbor may present information to Provider regarding certain market/regulatory developments, or refer Provider to third-parties for certain services or solutions. Any such information that Provider receives from FareHarbor, including any services or solutions from third-party referrals, is for general informational purposes only and does not constitute legal or financial advice. All liability with respect to actions taken or not taken by Provider based on information provided by FareHarbor or referred third-party services is hereby disclaimed.

5. Terms of Use

5.1 Authority. FareHarbor authorizes Provider to use the Core Services and the Additional Services (as applicable) in accordance with these Terms.

5.2 Prohibited Use. In using the Service, Provider may not:

1. remove any indication of copyrights, brands, trade names or other rights concerning intellectual or intangible property from the Service; or
2. use the Service for any purpose that would violate these Terms, or in any manner that, as determined by FareHarbor in its reasonable discretion, could impair, harm, or damage FareHarbor, FareHarbor’s business reputation, or the Service.

5.3 Service Updates. FareHarbor may release new versions of, and updates to, the Service for the purpose of (a) solving defects and/or errors, (b) keeping the Service up to date with market developments, and (c) otherwise improving the Service (e.g. by A/B testing). Provider may receive updates within the Online Booking System or by other means regarding the aforementioned releases. FareHarbor may only support the most recent version of the Service.

5.4 Prohibited Materials. Provider is prohibited from uploading materials to the Online Booking System that violate (a) the property rights, trademark rights, or copyrights of third-parties, or (b) any applicable laws.

5.5 Removal. FareHarbor may, at its sole discretion, remove information or demand that Provider remove information from the Online Booking System that FareHarbor deems to be inappropriate or unlawful. FareHarbor will notify Provider of any removal of information or a demand for removal of information within a commercially reasonable amount of time. If FareHarbor chooses to notify Provider with a demand to remove information from the Online Booking System, and Provider does not comply with such demand within a commercially reasonable amount of time, FareHarbor may remove information from Provider’s Online Booking System promptly and without notice.

5.6 Provider’s responsibility. Provider agrees to be solely responsible and liable for any and all claims, actions, damages, suits, liabilities, obligations, costs, fees, charges, and any other expenses whatsoever, including reasonable attorneys’ fees and costs, resulting from or arising out of the following:

1. any technical inaccuracies, any print or typographical (spelling) errors, or other errors on the Online Booking System (including but not limited to rates, fees, or availability related to Provider’s products or services);
2. any changes made by or on behalf of Provider;
3. any actions taken by third-parties who obtain access to the Service through Provider;
4. any use of the Service for the benefit of third-parties;
5. any improper use of the Online Booking System and/or the Service; and
6. any use of the Online Booking System and/or the Service with software or equipment that has not been approved for use by FareHarbor.

5.7 Other Websites. Any framing or displaying of the Online Booking System, the FareHarbor Content, the FareHarbor Marks, or any other information or material displayed on the Online Booking System in frames on third-party websites or through similar means on third-party websites without the prior written permission of FareHarbor is prohibited. The Online Booking System may occasionally 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 the content, materials, or other information located on, or accessible by, any website not owned, operated, or controlled by FareHarbor or its affiliates.

6. Intellectual Property

6.1 FareHarbor Content. FareHarbor owns and retains all right, title and interest, including all intellectual property rights, in and to the Services, including the Online Booking System (“FareHarbor Content”).

6.2 FareHarbor Marks. 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 “FareHarbor Marks”) are the intellectual property of FareHarbor or its affiliates. Provider is not allowed to use, copy, reproduce, republish, upload, post, transmit, distribute, or modify the FareHarbor Marks in any way, including in advertising or publicity pertaining to distribution of materials on the Service, without FareHarbor’s prior written consent.

7. Provider Content

7.1 Provider Content. Provider may use the Online Booking System to create listings about its products or services. Provider will be prompted by FareHarbor to answer a variety of questions in order to populate its 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 Provider will be made publicly available for Bookings. Provider is solely responsible for Provider Content.

7.2 Ownership of Provider Content. Provider reserves all right, title, and interest that it may have in Provider Content. Subject to Provider’s rights, FareHarbor will retain all right, title, and interest in all modifications, improvements on, and derivatives of Provider Content made by FareHarbor, including any translations.

7.3 Honor bookings. Provider acknowledges and agrees that once a Booking for its product or service is completed, the price and terms for such booking may not be altered retroactively. Provider shall not submit any listings with false or misleading prices or other information, nor any lists with a price or terms that it does not intend to honor or fulfill.

7.4 No Discrimination. When Provider creates a listing, it may also choose to include certain requirements, qualifications, or certifications that must be met by the Booker in order to be eligible to request a Booking and request Provider’s products or services, including without limitation the Booker providing a verified phone number. Provider agrees that:

1. it will not apply such requirements, qualifications, or certifications in a discriminatory or unlawful manner;
2. it will not use the Service to request that a Booker engages in any prohibited or unlawful activity; and,
3. it will not request any information from a Booker that is prohibited by applicable law or security requirements.

7.5 Accessibility responsibility. FareHarbor may provide Provider with the ability to customize the appearance of the display of Provider’s listings, including fonts and colors, on the Online Booking System. Provider agrees that any alteration it makes to the appearance of its listings is at Provider’s own risk, and that Provider is solely responsible if such alterations fail to comply with applicable accessibility regulations and/or international web content accessibility standards and guidelines.

7.6 License to Provider Content. Subject to these Terms, Provider grants to FareHarbor a worldwide, nonexclusive license in any and all media now or later known or developed during the term of these Terms to use, reproduce, display, modify, create derivative works of (including translations), distribute, (sub)license and transmit Provider Content (as defined below) solely for the purpose of providing the Service. “Provider Content” means all information, data, and content made available by Provider to FareHarbor in connection with the Service, which may include:

1. Provider’s name, trademarks, and logos;
2. images, photographs, and descriptions of Provider’s products or services; and,
3. rates, pricing, schedules, capacities, and other information relating to reservation availability for Provider’s products or services.

7.7 Provider Content Warranties. Subject to the licenses granted under these Terms, Provider represents and warrants that:

1. It has all necessary rights to grant to FareHarbor the licenses granted under these Terms;
2. no consents from or payments to any third-party are required for FareHarbor to exercise the rights granted under these Terms; and,
3. Provider 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.

7.8 Prohibited Content. Provider shall not post, upload, publish, submit, or transmit any Provider Content via the Online Booking System that:

1. 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;
2. violates, or encourages any conduct that would violate, any applicable laws or regulations that might give rise to civil or criminal liability;
3. is fraudulent, false, misleading or deceptive;
4. is defamatory, obscene, pornographic, vulgar or offensive as determined in FareHarbor’s sole judgment;
5. promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
6. is violent or threatening or promotes violence or actions that are threatening to any other person;
7. promotes illegal or harmful activities or substances; or
8. violates any FareHarbor policies that may be published from time to time.

8. Data Processing Agreement

8.1 The agreement governing the processing of personal data under these Terms (“Data Processing Agreement”) is set out here. The Data Processing Agreement is incorporated within these Terms by reference as if fully set forth herein.

9. Security

9.1 Security Obligations. Provider is entirely and exclusively responsible for the security and confidentiality of its user credentials, e.g. usernames and passwords, and the email account connected to such credentials, which jointly enable access to the Online Booking System. Provider is solely liable for all activity happening on the Online Booking System.

9.2 Permitted Users. Any individual identified in the registration data provided by Provider (or that Provider later identifies to FareHarbor) with ‘user permission’, including joint business owners or additional users, shall be deemed authorized to use Provider’s Online Booking System (“Permitted Users”). Provider authorizes FareHarbor to provide Permitted Users with backend access to the Provider’s Online Booking System. FareHarbor account, to discuss the account with them, and to make changes to the account (depending on the authorization settings). Provider is solely responsible for the actions of all Permitted Users, and warrants that all Permitted Users will fully comply with these Terms. FareHarbor disclaims all liability and bears no responsibility in relation to disputes between Provider and any Permitted User (or other third-party to whom Provider provided access to its account).

9.3 Prohibited Uses of FareHarbor Systems and Data. Provider is prohibited from the following:

1. using any robot, spider, scraper or other automated means to access the Service for any purpose without FareHarbor’s express written permission;
2. taking any action that imposes, or may impose in FareHarbor’s sole discretion an unreasonable or disproportionately large load on FareHarbor infrastructure;
3. interfering or attempting to interfere with the proper working of the Service or any activities conducted on the Service;
4. bypassing or attempting to bypass any restrictive measures FareHarbor may implement to prevent or restrict access to the Service; and
5. copying any portion of the Online Booking System; and
6. using the Service: (i) to disrupt, interfere with, or attempt to gain unauthorized access to services, servers, devices, or networks connected to or accessible via the Service; (ii) to transmit or upload any material that contains viruses, malicious software, code or applications or any other harmful programs which may interfere with or disrupt the Service, or any network connected thereto; (iii) to reverse engineer, decompile or disassemble the Service; (iv) to scrape, build databases, or otherwise create copies of any data accessed or obtained using the Service; or, (v) to circumvent any limitations or restrictions on Provider’s use of the Service established by FareHarbor.

9.4 Obligation to Report. Provider will promptly contact FareHarbor at security@fareharbor.com, but in no event later than five (5) business days, and will refrain from making public statements (including on social media) without prior written permission from FareHarbor as it relates to the Service, if Provider becomes aware of or suspects the following:

1. any breach of the technical or organizational security measures applicable to the Service;
2. any technical or operational failure or error of any part of the Service, including affecting availability of the Service or any data accessible through the Service;
3. any fraudulent activity, unauthorized access, or fraudulent transactions in any part of the Service or in the event of any breach of these Terms; or
4. any unauthorized use of the Online Booking System or any other breach of security that Provider becomes aware of.

9.5 Denial of Access. FareHarbor retains the right, at its sole discretion, to deny access to the Online Booking System to anyone at any time and for any reason, including without limitation breach or violation of these Terms.

10. Tax

10.1 Definition. “Tax” or “taxes” mean any national, governmental, provincial, state, municipal or local taxes, levies, imports, duties, (sur)charges, fees and withholdings of any nature imposed by any governmental, fiscal or other authority, including VAT, GST, sales and use tax, ITBIS, Digital Services Tax (DST) or other similar taxes.

10.2 Taxes Excluded. All fees charged by FareHarbor to Provider are exclusive of any applicable levies, duties, or other governmental assessments of any nature, including but not limited to value-added, sales, use, general excise, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction. Taxes (if appropriate) shall be calculated on top of the amounts at the rate prevailing at the relevant tax point . FareHarbor will provide the Provider with a valid tax invoice, as required, for the purposes of these Terms and, to the extent required by law. Provider acknowledges that all invoices issued by FareHarbor will be made available by electronic means for self-service download through the Service. FareHarbor shall issue its invoices on a monthly basis subsequent to the month in which the Services have been performed. Provider will settle such invoices within a period 30 days from the date of issuance of the invoice.

10.3 Tax Filing. IRS regulations regarding federal tax reporting requirements stipulate that FareHarbor or its payment processors must collect information for the IRS Form W-9, or its equivalent, 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 Provider by sending them in a digital format via email.

10.4 Tax Reporting. Provider understands and agrees that it is solely responsible for determining the tax reporting requirements that are applicable in consultation with Provider’s tax advisors. FareHarbor cannot and does not offer tax-related advice. Furthermore, Provider is responsible for determining and paying all applicable federal, state and local taxes and governmental fees, and for including any applicable taxes and fees to be collected in the appropriate listings.

10.5 Indemnification – Tax Compliance. Provider agrees to fully indemnify and hold harmless FareHarbor, its officers, directors, employees, shareholders, affiliates, or agents from and against any claims, losses, damages, liabilities, judgments, penalties, fines, and expenses including, but not limited to, reasonable attorneys’ fees and costs, to the extent resulting from or arising out of (a) Provider’s failure to comply with the applicable tax reporting requirements in Provider’s jurisdiction, or (b) Provider’s failure to determine, include, or remit all applicable federal, national, state, and local taxes or governmental fees to the appropriate tax authorities.

10.6 Indemnification – Provider’s Tax Obligations. Provider agrees to fully indemnify and hold harmless FareHarbor, its partners, agents, and employees from and against (a) tax claims and liabilities of FareHarbor for Taxes for which Provider is responsible or liable, or (b) where FareHarbor has the legal obligation to pay, collect, withhold, and remit for, on behalf of, or instead of, Provider.

11. Audit and governmental requests

11.1 Cooperation. Provider shall fully cooperate and provide FareHarbor with all requested information in respect of the identification of the (ultimate beneficial) owner, manager and/or controller of Provider, the Provider’s risk profile, and such other due diligence processes and purposes as FareHarbor reasonably communicates to Provider from time to time.

11.2 Audit. FareHarbor may conduct and/or instruct a third-party to conduct an inspection or audit of Provider’s records to the extent reasonably necessary to fulfill any legal or reporting obligations of FareHarbor, and where FareHarbor reasonably suspects non-compliance with these Terms by Provider. Provider and its employees, agents and representatives shall cooperate fully with reasonable requests from FareHarbor and such third parties, providing access to all relevant books, records, premises, personnel and other information and making copies available as required.

11.3 Costs for Audits. FareHarbor shall bear the costs of any inspection or audit unless it reveals a Material Breach (defined below) by Provider of any provision of these Terms, in which case all costs related to the applicable inspection or audit will be borne by Provider without prejudice to FareHarbor’s further rights and remedies in respect of the breach.

12. Insurance

12.1 While these Terms are in effect and for a period of two (2) years following any termination, Provider agrees to maintain in full force and effect adequate insurance coverage customary for similarly situated tours, activity, or attraction businesses of established reputation engaged in the same or similar business, including without limitation cyber security insurance. Provider agrees to promptly provide FareHarbor with proof of coverage required by this Section 12 or applicable law if requested by FareHarbor. If FareHarbor reasonably determines that Provider’s coverage is insufficient according to these Terms and/or applicable law, Provider agrees to promptly purchase additional coverage at FareHarbor’s request.

13. Indemnification

13.1 By FareHarbor. FareHarbor agrees to indemnify, hold harmless and defend Provider, its officers, directors, employees, shareholders, affiliates, or agents against any and all claims, liability, loss, damages, costs, and expenses that it might incur, including but not limited to attorneys’ fees and costs, directly or indirectly, in connection with any claims, causes of action, or suits brought by third-parties, to the extent that the claim alleges that the Online Booking System—excluding any Provider Content—infringes or misappropriates any intellectual property right.

13.2 By Provider. Provider agrees to indemnify, hold harmless and defend FareHarbor, its officers, directors, employees, shareholders, affiliates, or agents against any and all claims, liability, loss, damages, costs, and expenses that it might incur, including but not limited to attorneys’ fees and costs, directly or indirectly, in connection with any claims, causes of action, or suits brought by third-parties (including Provider’s officers, directors, employees, shareholders, affiliates, or agents) related to:

1. the performance of Provider’s obligations under the Activity Contract, including any chargebacks that FareHarbor may have to pay to PSPs;
2. Provider’s use of the Service in breach of these Terms;
3. Provider Content; and
4. Provider’s warranties included in these Terms.

13.3 Indemnification Procedure. A Party seeking indemnification hereunder shall promptly notify the indemnifying Party in writing of any claim for which indemnification is sought (provided that any failure to provide prompt notification shall not relieve the indemnifying Party of its indemnification obligations unless such failure results in material prejudice to such Party), grant the indemnifying Party the option to assume sole control of the defense and settlement of the claim, and provide the indemnifying Party, at its expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim.

14. Limitation of liability

14.1 Except for bodily injury, gross negligence or willful misconduct, and each Party’s indemnification obligations under Section 13, neither Party nor any of its officers, directors, employees, shareholders, affiliates, or agents shall be liable or obligated with respect to the subject matter hereof, or under any contract, negligence, strict liability or other legal or equitable theory, for

1. an amount exceeding the lesser of the following: (i) the aggregate Booking Fees received by FareHarbor under these Terms during the six month period immediately preceding the events giving rise the cause of action or, (ii) USD 50,000;
2. any cost of procurement of substitute goods, technology, services or rights;
3. interruption of use or loss of data, revenue, business, savings, or goodwill; or,
4. any incidental, consequential or punitive damages.

14.2 Time to Bring Claims. Provider shall inform the FareHarbor in writing of any claim under this Section 14 as soon as reasonably possible but in any case, within forty-five (45) days after Provider knows or reasonably should have known of a breach of any these Terms and/or damages setting forth any and all relevant details in respect of such breach and all available information in support of such claim. If Provider does not comply with the requirements of this Section 14.2, all rights to any claims and rights under the Terms are immediately forfeited.

1. Waiver of Claims. A claim notified in accordance with Section 14.2 above not satisfied, settled, or withdrawn will be unenforceable and irrevocably waived against FareHarbor on the expiry of a period of twelve (12) months after rejection of such claim by FareHarbor in writing, unless Provider has commenced legal proceedings in respect of such breach within that period.

15. Term and Termination

15.1 Indefinite Term. These Terms shall be effective upon acceptance by Provider in the Online Booking System and shall be entered into for an indefinite period of time, unless terminated in accordance with this Section 15.

15.2 Material Breach. Breach of the following provisions shall be considered a “Material Breach” under these Terms: (a) Warranties – Section 4.1; (b) Terms of Use – Section 5.2 and Section 5.4; (c) Provider Content – Section 7.4 and Section 7.8; (d) Security – Section 9.2; and, (e) Compliance Warranties – Section 19.2.

15.3 Voluntary Termination. Either Party may terminate these Terms at any time by providing the other Party with fifteen (15) days’ written notice of termination.

15.4 Immediate Termination. Either Party may terminate these Terms (in whole or in part) with immediate effect, without a notice of default being required and without incurring any obligation to compensate for any damages:

1. if either Party breaches or defaults in its obligations under these Terms;
2. if there is a (filing of a request for) bankruptcy or suspension of payment (or similar action) in respect of the other Party; or,
3. if either Party is terminated or transferred in whole or in part to a third-party.

15.5 Termination Liability. Provider agrees that FareHarbor will have no liability for any damage, liabilities, losses (including lost profits), or any other consequences that Provider may incur as a result of termination or suspension of Provider’s access to the Service.

15.6 Termination for Material Breach. In the event that these Terms are immediately terminated due to a Material Breach (defined above), the breaching Party’s obligation to take corrective action to remediate, mitigate, or otherwise cure the Material Breach shall survive any termination, expiration, or suspension of these Terms to the extent that the Material Breach is remediable, mitigable, or curable.

15.7 Activity Contract Obligations. Provider remains fully and solely responsible for fulfilling obligations owed to Bookers under Activity Contracts executed prior to any suspension or termination of these Terms.

15.8 Reward Terms. FareHarbor may make certain incentive programs or reward schemes available to Provider, and will communicate any additional terms applicable to said incentive programs or rewards schemes terms either in accordance with the notice provisions of these Terms, or by other means (“Reward Terms”). Provider acknowledges and agrees that FareHarbor has the right to terminate any Reward Terms with immediate effect and without notice, and that FareHarbor will have no liability for any damage, liabilities, losses (including lost profits), or any other consequences that Provider may incur as a result of termination of any Reward Terms.

15.9 Additional Terms. FareHarbor and Provider may agree upon additional terms outside of these Terms (“Additional Terms”). Unless otherwise provided for within the Additional Terms, Provider acknowledges and agrees that FareHarbor has the right to terminate any Additional Terms with immediate effect and without notice, and that FareHarbor will have no liability for any damage, liabilities, losses (including lost profits), or any other consequences that Provider may incur as a result of termination of any Additional Terms.

16. Access to the Online Booking System.

16.1 Ownership Changes. If there is a change of ownership or management of the Provider, including any assignment, transfer, or novation of the Terms, Provider agrees that the new owner or operator is authorized to use Provider Content available to or used by Provider prior to the change of ownership, and shall have access to the relevant (financial and operational) performance, management, and (end user) data. Provider remains responsible and liable for all obligations, claims and liabilities relating to or accrued by Provider during the period prior to any change of ownership or management of the Online Booking System.

16.2 Transfer Cooperation. To facilitate the orderly transition of any changes of ownership or management described in Section 16.1 above, Provider agrees to cooperate in good faith and respond to FareHarbor’s reasonable requests for information or assistance as may be required by FareHarbor, the PSPs, or any other third-party service providers of the Provider.

16.3 Unclear ownership status. If ownership status or a change in ownership status of the Provider is uncertain and/or not communicated clearly to FareHarbor—for example a pending ownership dispute or conflicting communications/instructions—FareHarbor has the right to:

1. temporarily suspend payouts from Provider’s PSP account;
2. disallow any ownership or bank account changes in the relevant Online Booking System, until the legality of the ownership is irrevocably clear to FareHarbor; and/or
3. remove any user rights as FareHarbor sees fit.

16.4 Offboarding due to breach. If FareHarbor terminates or suspends Provider’s rights under these Terms due to Provider’s breach of the same, FareHarbor shall have the right to remove, restrict, or otherwise disable all of Provider’s permissions within and access to the Online Booking System(s), as FareHarbor deems reasonably necessary under the relevant circumstances.

17. Confidentiality

17.1 Definition. Parties understand and agree that in the performance of these Terms, each Party may have access to or may be exposed to, directly or indirectly, confidential non-public information of the other Party (the ‘Confidential Information’). Confidential Information includes without limitation (a) transaction, traffic and usage volume, (b) marketing, financial and business plans, and (c) technical, software and operational information.

17.2 Confidential Obligations. Each Party agrees that:

1. all Confidential Information shall be treated as private and confidential;
2. all Confidential Information shall remain the exclusive property and ownership of the disclosing Party, and the receiving Party shall not use it for any purpose, except in furtherance of these Terms,
3. it shall use prudent methods to ensure its employees, officers, agents and service providers (the ‘Permitted Persons’) maintain the security of the Confidential Information;
4. it shall return or destroy all (hard and soft) copies of all Confidential Information upon written request of the other Party; and,
5. it shall ensure that Permitted Persons do not
  1. copy, publish, or divulge the Confidential Information to any third-party, or
  2. use or store it in an unprotected retrieval system or database (other than pursuant to the Terms hereof).

17.3 Non-Confidential Information. Notwithstanding the foregoing,

1. Confidential Information shall not include any information to the extent it (i) is or becomes part of the public domain through no act or omission on the part of the receiving Party, (ii) was possessed by the receiving Party prior to the date of these Terms, (iii) is disclosed to the receiving Party by a third-party having no obligation of confidentiality with respect thereto, or (iv) is required to be disclosed pursuant to law, court order, subpoena or governmental authority; and,
2. nothing in these Terms shall prevent, limit, or restrict a Party from disclosing Confidential Information (including any general information, or technical, operational, performance and financial data unless otherwise agreed between the parties) in confidence to an affiliated (group) company. Provider explicitly agrees and acknowledges that Confidential Information may be shared with and disclosed to any entity or website affiliated to FareHarbor.

18. Force Majeure

18.1 Scope. Force majeure shall be deemed to exist on the part of FareHarbor if, after the conclusion of these Terms, FareHarbor is prevented or impeded from fulfilling one or more of its obligations under the Terms or the preparation thereof as a result of: war (whether declared or not), threat of war, civil war, terrorism, riots, acts of war, a pandemic, epidemic, natural disaster or extreme natural event, fire, water damage, flooding, strike, sit-down strikes, lockouts, import and export restrictions, government measures, defects in machinery, disruptions in the supply of energy, all this both in FareHarbor’s business and in the businesses of third-parties from which the vendor has to obtain all or part of the Service, whether or not under his own management, and furthermore due to all other causes that arise through no fault of FareHarbor.

18.2 Invocation. If FareHarbor invokes this Section 18, it is relieved from its duty to perform under the Terms and from any liability in damages or from any other contractual remedy for breach of the Terms, from the time at which the impediment causes inability to perform, provided that the notice thereof is given without delay. If notice thereof is not given without delay, the relief is effective from the time at which notice thereof reaches the Provider.

19. Compliance Warranties

19.1 General Compliance Obligations. Each Party shall comply with applicable laws, including anti-money laundering, anti-corruption, anti-terrorist financing, anti-tax evasion, trade and economic sanctions, modern slavery, human trafficking and human rights laws, rules, and regulations, that may restrict FareHarbor’s ability to make the Service available to Provider and from making, processing, or facilitating payments to Provider’s bank account, if it has no connection to the jurisdiction where Provider is located.

19.2 Anti-Bribery and Anti-Corruption Compliance. In relation to the execution, performance and delivery of these Terms, each Party (including their respective employees, directors, officers, agents, affiliates, family members or relatives and other representatives) has and shall:

1. not directly or indirectly: (i) offer, promise or give, to any third-party (including any governmental official or political party or candidate for public office to gain any unfair advantage and / or to influence any act or decision of a government official; or (ii) seek, accept, agree to receive or get promised for itself or for another party, any gift, payment, reward, consideration, advantage or benefit of any kind which would or could reasonably be construed as bribery or an illegal or corrupt practice; and,
2. comply with (and not place the other Party in breach of) all applicable laws prohibiting bribery and corruption (including without limitation the U.S. Foreign Corrupt Practices Act 1977, the UK Bribery Act 2010 and the laws of any other territory with jurisdiction over the Parties);
3. not assign or transfer any of its rights, benefits, liabilities, or obligations under this Agreement, whether in whole or in part, to any third-party without the prior written consent of Fareharbor and shall cooperate with any reasonable request for information that may be requested for the purpose of due diligence screening. The Provider shall remain fully responsible for ensuring compliance with this Agreement notwithstanding any permitted assignment or transfer and shall remain fully liable for the acts and omissions of any of its permitted assignees or transferees; and,
4. subject to Applicable Law, Provider shall maintain a complete audit trail and maintain records and supporting documentation of all financial and non-financial transactions relating to this Agreement for a period of the Term plus no less than five (5) years after termination or expiry of this Agreement.

19.3 Tax Obligations and Compliance with Laws Prohibiting Tax Evasion or Tax Fraud. In connection with their performance of and remuneration under these Terms, each Party (including their respective employees, directors, officers, agents and other representatives) shall pay in full all taxes that are lawfully due from it in any jurisdiction(s) in which it operates, and shall not:

1. commit (or facilitate, aid, abet, counsel or procure the commission of) any offense of cheating the public revenue or being knowingly concerned in, or taking steps with a view to, the fraudulent evasion of any tax; or,
2. otherwise breach or take any action that may place the other Party in breach of applicable laws prohibiting criminal tax fraud, tax evasion and the facilitation thereof.

19.4 Compliance with Economic and Trade Sanctions. Neither Party shall take any action that would breach, or place the other Party in breach of, applicable sanctions (including without limitation those imposed by the UN, U.S., EU, NL and/or UK and any other territory with jurisdiction over the parties). Each Party represents and warrants that, under these Terms, it is not and is not in any way connected to, part of, involved in or related to or under the control, management or ownership of a person who is:

1. a terrorist(s) or a terrorist organization(s);
2. listed on any applicable list of sanctioned parties/persons (including without limitation the lists of restricted parties issued by the UN, US, EU, NL and UK);
3. owned by, controlled by, or acting at the direction of, any person or persons listed on such a list; or
4. ordinarily a resident of or organized under the laws of any jurisdiction subject to comprehensive or other territory-wide sanctions imposed by the UN, US, EU, NL, or UK.
5. Neither party will export, reexport, ship, sell, supply, deliver, or otherwise transfer any product, equipment, technology, or software to, from, or through – either directly or indirectly – any country or person in violation of applicable law.
6. Each party will provide, prior to delivery of any physical goods, software and/or technology (collectively, “Items”) that would be classified under applicable law, a schedule identifying in writing the legal regime to which the Items are subject and the appropriate classifications with respect to each Item, in sufficient detail to enable the other party to ascertain any applicable laws that apply to each Item.
7. Neither party shall take any action that would breach, or place the other party in breach of, applicable sanctions (including without limitation those imposed by the UN, U.S., EU, NL and/or UK and any other territory with jurisdiction over the parties).

19.5 Modern Slavery, Human Trafficking and Human Rights. Each Party represents and warrants that, while these Terms are in effect, it complies with all applicable laws concerning employment rights, human rights, non-discrimination and modern slavery, including the UK Modern Slavery Act 2015 and the U.S. Uyghur Forced Labor Prevention Act of 2021 and in particular does not hold any person in slavery or servitude, or arrange or facilitate the travel or stay of another person with a view to that person being exploited.

19.6 Compliance with Anti-Money Laundering and Terrorism Financing Laws. Provider represents and warrants that, under these Terms, (a) no funds (or portion thereof) that it may remit to FareHarbor shall constitute the proceeds of crime, (b) Provider shall not (whether knowingly or with cause to suspect) acquire, use, possess, retain, control or otherwise deal in funds or other property constituting the proceeds of crime, and (c) Provider shall not otherwise engage in any activity or become concerned in an arrangement that may constitute an offense under applicable laws prohibiting dealing in the proceeds of crime and/or the financing of terrorism.

19.7 Provider Bank Account. Provider represents and warrants that, with respect to the bank account to be used in connection with the Service, your Online Booking System, and these Terms(“Bank Account”): (a) Provider is the sole holder and beneficiary of the Bank Account; (b) all payments and transfers between FareHarbor and the Bank Account (and vice versa) are at arm’s length and do not violate any applicable laws (including in particular laws concerning money laundering, bribery and corruption, tax evasion, terrorist financing, financial sanctions and other financial crimes); and (c) Provider does not use the Bank Account (or any funds transferred to or from Booking.com) for breaches of laws concerning money laundering, bribery and corruption, tax evasion, terrorist financing, financial sanctions or other financial crimes.

19.8 FareHarbor Operations. FareHarbor warrants and represents that its operations are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, and applicable anti-money laundering statutes of all jurisdictions where FareHarbor or any of its subsidiaries conduct business, and the rules and regulations, and guidelines administered or enforced by any governmental agency.

19.9 Compliance with Applicable Competition Laws. Each Party represents and warrants that, under these Terms, it complies with all applicable competition laws, including but not limited to rules governing information exchange and use of data (including Confidential Information).

19.10 Internal Compliance Measures. Each Party shall, under these Terms, implement reasonable internal measures (including, but not limited to policies, procedures, compliance audits and training) intended to ensure that it (including its employees, directors, officers, agents and other representatives) does not breach the requirements under this Section 19.

20. Survival

20.1 The Sections entitled “Limitation of liability”, “Indemnification”, “Survival”, “Miscellaneous”, “Data Processing Agreement”, “Tax”, “Confidentiality”, and “Applicable Law and Forum” will survive any termination or expiration of these Terms. Any additional provisions herein that could be reasonably interpreted to survive the termination or expiration of these Terms shall remain in effect until all applicable statutes of limitations have expired.

21. Miscellaneous

21.1 Notice. Any notices or other communications permitted or required under these Terms, including those regarding modifications to these Terms, will be in writing and given by FareHarbor (a) via email (in each case to the address that associated with Provider’s account), or (b) by communicating such information via the Service or the Online Booking System. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

21.2 Modification and Amendment. FareHarbor reserves the right to modify or amend these Terms, including any terms governing the Core and Additional Services, at any time. Upon such modification or amendment, Fareharbor will provide Provider with reasonable notice, at least 15 days in advance, in accordance with the notice provisions of these Terms. Any modifications to these Terms will become effective on the date set forth in FareHarbor’s notice. If Provider disagrees with any modification to the Terms, Provider shallstop all access to and use of the Service. Provider’s continued use of the Service after any modification to the Terms shall be deemed as Provider’s acceptance to the Terms as modified.

21.3 Severability. If any of the provisions of these Terms are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms, so that these Terms shall remain in full force and effect.

21.4 Assignment. Provider may not assign its rights under these Terms, including, without limitation, by operation of law or merger, without FareHarbor’s prior written approval, and any attempt to assign these Terms without such prior approval is void. Provider agrees that FareHarbor may, at its sole discretion and without Provider’s consent, assign its rights under these Terms to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

21.5 Waiver. FareHarbor’s failure or delay to enforce any rights or provisions in these Terms will not constitute a waiver of such provision, or any other provision of these Terms.

21.6 No Disparagement. Provider shall not (a) make, publish, or communicate, in any online or public forum, any disparaging, defamatory, maliciously false, or disparaging remarks, comments, or statements concerning, or (b) engage in any action that is unfair, misleading, deceptive, or that tends to disparage, or dilute the value of, or reflect negatively upon, the Service, Providers, FareHarbor, or its affiliates and their respective directors, officers, agents, personnel, products, services, vendors, customers, or partners.

21.7 Publicity. Provider agrees that FareHarbor may use Provider’s name and logo in client listings.

21.8 Governing Law and Choice of Forum. These Terms shall be exclusively governed by and construed in accordance with the laws of the Netherlands. Any disputes arising out of or in connection with these Terms shall exclusively be submitted to and dealt with by the competent court in Amsterdam, the Netherlands.