This Partnership Agreement is entered into by and between Ski Transfer Finder a division of Walberg Group LP ("The Company," "STF", "we" or "our") and the entity and/or individual who enters into this Partnership Agreement ("Transfer Operator" or "you"), and is made effective as of the date that you click through this Agreement, physically sign it, or receive an electronic copy of it and continue to use the Ski Transfer Finder Services. This Agreement sets out the terms and conditions under which Transfer Operator may utilize the Ski Transfer Finder Services.
This Partnership Agreement
Ski Transfer Finder website ("Website") is owned by Walberg Group LP ("Company"), registered in the Republic of Ireland, company number is LP2077, whose registered address is at Office No. 5 Unit D3 M4 Business Park Celbridge County Kildare W23
This Agreement becomes a legally binding contract entered into by you:
This Partnership Agreement is provided to you in English. We recommend that you download or print a copy of this Agreement for your records, which you can do by clicking on the (LINK for downloading PDF ) on this page.
In these Terms and Conditions:"Affiliate" means a company, firm or individual that Controls, is controlled by, or is under common Control with the relevant company or firm;
In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:
The clause headings do not affect the interpretation of these Terms and Conditions.
In these Terms and Conditions, "persons" include companies, partnerships, limited liability partnerships, sole proprietors, unincorporated associations and trusts.
The Transfer Operator appoints the Company for the Term as its non-exclusive agent to provide an independent online service, which enables users of Ski Transfer Finder website to research and compare transfer services provided by Transfer Operators, to arrange and schedule transportation.
The Transfer Operator appoints The Company to collect from the Customer and pay to the Transfer Operator all amounts due to him arising from this Partnership Agreement.
The parties acknowledge and agree that the Transfer Operator is responsible for the fulfillment of the Services and that the Company is not.
The Parties acknowledge and agree that the Transfer Operator is responsible for the engagement or instruction of the Drivers in relation to the provision of the Services (or otherwise) and that the Company does not, and will not by virtue of these Terms and Conditions or otherwise, have any responsibility to (or contractual relationship with) the Drivers.
The partnership based on these Terms and Conditions shall commence on the date of registration at Ski Transfer Finder website and shall continue in force thereafter unless and until terminated under the conditions in the section 14.
The Company is not a licensed operator but will endeavor to verify the legality of the Transfer Operators listed and offering booking and other related services on ski-transfers.com.
Transfer Operator\'s licences held are the responsibility of Transfer Operators and not the responsibility of The Company or of Ski Transfer Finder website.
Transfer Operators are not allowed to participate on Ski Transfer Finder unless they hold a valid license for the country they operate in.
Any operator found participating in Ski Transfer Finder without valid license will be reported to the authorities.
Transfer Operator agrees to comply with the provisions of these Terms and Conditions, and the Service Level Guidelines.
Transfer Operator acknowledges and agrees that it shall remain liable for the acts and omission of its Drivers as if they were its own acts and omissions. The Transfer Operator further agrees that it will procure that, to the extent relevant, all Drivers will comply with the provisions of these Terms and Conditions.
Transfer Operator agrees to comply with the terms on Accepting Requests.
The Transfer Operator agrees to comply with terms regarding Fares:
The Transfer Operator agrees to comply with terms regarding to User ID, Password and Security.
Additionally to provisions mentioned above, the Transfer Operator agrees:
Ski Transfer Finder does not have any influence on transfer prices and transfer quotes submitted by the Transfer Operator. Quotes made are fully the responsibility of the Transfer Operators registered on our system.
Payment is required for the transfer at the time of booking. The amount stated on the Booking Confirmation is the amount that has to be paid by the Customer. This amount includes the Ski Transfer Finder commission fee payable to Ski Transfer Finder
The commission fee is automatically deducted by the Company from the booking price, calculated using the pricing settings entered by the Transfer Operator through the Ski Transfer Finder Software.
A Commission Fee of 10% will apply to all bookings made by Customers through Ski Transfer Finder website. The same policy will apply on additional charges for any amendments made on confirmed transfer service.
Ski Transfer Finder provides the Customer the possibility of paying for the transfer service by credit/debit card or in cash. The payment methods available are clearly displayed in the web page before submitting the Request.
Transfer Operator is obliged to provide relevant information on payment methods accepted for it\'s transfer services within registration process at Ski Transfer Finder website. It is the decision of Transfer Operator to announce acceptance of payment to be done in cash.
According to possibility for Customer to choose the option to pay in cash, the relevant deposit amount of 10% will be charged from Customer\'s bank card at the time of booking. Remaining part of the requested amount must be paid directly to the Transfer Operator\'s driver.
In the instances where Customer does not fulfill their obligation to pay cash to the Driver at the end of the journey, the Company is not liable for such non-payment. For the avoidance of doubt, the Company is not liable to pay the Transfer Operator any amount for that journey on behalf of a customer.
Periodically (monthly) the Company will generate a Statement of Account for each Transfer Operator. The Statement of Account will show the outstanding balance, the total amount of the Bookings successfully sourced by Ski Transfer Finder (with the relevant commission fees), and the amount to be transferred by the Company to Transfer Operator.
The Company will, on a monthly basis, pay to Transfer Operator Bank Account the aggregate of all Payout Amounts net of the applicable fees and other amounts due to Ski Transfer Finder. Upon Ski Transfer Finder request, Transfer Operator shall provide Ski Transfer Finder with all necessary bank account, routing and related information.
As a matter of business practice, the Company uses reasonable efforts to make a Payout to Transfer Operator within thirty (30) days after the end of each calendar month for Transactions occurring during the immediately preceding month. Payment of such statement will reach the bank account within 30 days of the end of each month to the bank nominated by the Transfer Operator.
All Payouts to Transfer Operator shall be made in euro sent by the Company to Transfer Operator\'s designated account.
The Transfer Operator is responsible for collecting and remitting any/or all taxes associated with the transactions or use of this site. All the quotes and prices communicated to the Customers have to be VAT included. No taxes will be payable by the Customer beyond the quoted.
If the Customer needs to amend the booking, the Customer will contact Ski Transfer Finder directly. The Transfer Operator shall be notified on all amendments.
Certain changes to transfer booking may result in a change in the cost of the transfer. It is the decision of Transfer Operator to apply additional charges for any amendments made on confirmed transfer service.
STF Commission Fee of 10% will apply to all additional payments.
Notification email will be sent to Transfer Operator on the registered e-mail address with amendments made on initial transfer booking.
If Transfer Operator provides Customer the possibility of paying for the amendments in cash (directly to Driver), the relevant amount of 10% from the booking amendment\'s charge will be charged from Customer\'s bank card, provided at the moment of initial payment for transfer service.
At this point Transfer Operator will be notified on a new booking confirmation by email with special notice about outstanding part for a booking amendment to be paid by Customer directly to Driver.
In case of cancellation, the Customer will contact Ski Transfer Finder directly and cancel the Booking within Ski Transfer Finder Software.
If cancellation occurs, Transfer Operator shall be notified by email and / or by other electronic notification channels. It is of the Transfer Operator responsibility to keep it\'s email and notification channels active.
The parties agree to a booking cancellation deadline of 48 hours before the Transport Service is due to be performed. No payment will be due for Transport Services cancelled by Ski Transfer Finder before the Cancellation Deadline.
After the cancellation deadline, if a cancellation fee is charged to the Customer, Ski Transfer Finder will record the relevant amount of the booking price on Transfer Operator bank account.
If cancellation occurs due to Customer\'s No Show, Ski Transfer Finder is not liable to pay the Transfer Operator any amount on behalf of a customer. Ski Transfer Finder has no any influence on Transfer Operator decision to accept Cash to Driver payment method therefore we would no guarantee the completion of cash payment by the Customer.
The Company warrants to the Transfer Operator that it has the legal right and authority to enter into and perform its obligations under these Terms and Conditions.
The Transfer Operator warrants to the Company that:
All of the parties\' liabilities and obligations in respect of the subject matter of these Terms and Conditions are expressly set out in the terms of these Terms and Conditions. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of these Terms and Conditions will be implied into these Terms and Conditions or any related contract (including, but without limitation, any implied conditions, warranties or other terms as to quality, fitness for purpose or the use of reasonable skill and care).
All Ski Transfer Finder Software provided by the Company and used by the Transfer Operator in order to process bookings remains at all time the property of the Company and is considered Confidential Information. The Transfer Operator hereby agrees not to provide any details or information in relation to the Ski Transfer Finder Software to third parties at any time.
The Company grants to the Transfer Operator a non-exclusive, non-transferable, non-sub-licensable, royalty-free and revocable licence to use the Ski Transfer Finder Software in the EU and/or Switzerland for the Term to enable, inter alia, the Transfer Operator to show the availability of its Drivers.
The Transfer Operator acknowledges and agrees that the Ski Transfer Finder Software is provided to it on an "as is" basis and is expressly subject to the disclaimer set out in clause 7.3.
The Transfer Operator will:
Nothing in these Terms and Conditions will:
Neither party shall be liable to the other for any indirect special or consequential loss including but not limited to any economic loss or other loss of profits, revenue, business or loss of goodwill.
The limitations and exclusions of liability set out in this clause 9:
The Company warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to the Transfer Operator under this Agreement, and that the processing of that Personal Data by the Transfer Operator for the purposes of and in accordance with the terms of this Agreement will not breach any applicable laws (including the Data Protection Act 1998).
The Transfer Operator hereby agrees that:
The Transfer Operator hereby acknowledges and agrees that it shall not (and it shall procure that its Drivers shall not) (i) use any Personal Data obtained pursuant to these T&C for the purposes of any form of direct marketing; or (ii) pass any such Personal Data to any third parties.
Each party will keep confidential the Confidential Information of the other party, and will not (i) disclose that Confidential Information except as expressly permitted by this clause; and (ii) use that Confidential Information for a purpose other than for the exercise of its rights, or the performance of its obligations, under these Terms and Conditions .
Each party will protect the confidentiality of the Confidential Information of the other party using at least reasonable security measures.
The Confidential Information of a party may be disclosed by the other party to its employees and professional advisers, provided that each recipient is legally bound to protect the confidentiality of the Confidential Information.
These obligations of confidentiality will not apply to Confidential Information that:
Neither party to these T&C will make any public disclosure relating to these T&C (including press releases, public announcements and marketing materials) without the prior written consent of the other party, not to be unreasonably withheld or delayed.
Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under these Terms and Conditions other than obligations to make payment, those obligations will be suspended for the duration of the Force Majeure Event.
A party who becomes aware of a Force Majeure Event, which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under these Terms and Conditions will:
The affected party will take reasonable steps to mitigate the effects of the Force Majeure Event.
Either party may terminate the partnership based on these Terms and Conditions at any time by giving at least 30 days written notice to the other party.
Either party may terminate the partnership this immediately by giving written notice to the other party if the other party:
The Transfer Operator may terminate cooperation with the Company immediately at any time by giving written notice to the Company if the Company fails to pay in full and on time any amount due to the Transfer Operator whether due under these Terms and Conditions or otherwise;
The Company may terminate cooperation with the Transfer Operator immediately at any time by giving written notice to the Transfer Operator if:
Upon termination all the provisions of these Terms and Conditions will cease to have effect, save that clauses 5, 7, 8, 9, 10, 11 and 12 and any rights or obligations of a person which are expressly stated to survive, or which by their nature survive termination of these Terms and Conditions will survive and continue to have effect (in accordance with their terms or otherwise indefinitely).
Termination of the partnership will not affect either party\'s accrued rights (including accrued rights to be paid) as at the date of termination.
Notwithstanding anything to the contrary in these Terms and Conditions, the cooperation parties acknowledge and agree that the licence granted to the Transfer Operator pursuant to clause 2.2 shall immediately terminate, or termination of the partnership based on these Terms and Conditions.
Transfer Operator user account shall be immediately deactivated by the Company staff, in order to prevent/ exclude placing of any unauthorized automatic quotes at Ski Transfer Finder website.
Within 30 days of the termination of the partnership based on these Terms and Conditions, the Company and the Transfer Operator will:
The Transfer Operator will not, during the Term and for 6 months thereafter, engage, employ or otherwise solicit for employment any employee of the Company.
Neither the Transfer Operator nor the Driver will enter into discussions with or send messages (including email or SMS) to passengers introduced by the Company with a view to forming a direct relationship with that passenger, under any circumstances.For the avoidance of doubt, unless a customer of the Company has previously booked or otherwise formed a direct relationship with the Transfer Operator , the sending of any SMS, email or other digital communication, including transactional communications such as "Booking confirmed", receipts or other customer service messages, especially where such communications in any way attempt to entice the customer to book directly with the Transfer Operator, are prohibited.
Any notice given under these Terms and Conditions must be in writing and must be sent by post, or sent by fax or email, for the attention of the relevant person, and to the relevant address, fax number or email address as notified by one party to the other in accordance with this clause.
A notice will be deemed to have been received at the relevant time set out below or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below:
A waiver of any term, provision or condition of, or consent granted under, these Terms and Conditions shall be effective only if given in writing and signed by the waiving or consenting party and then only in the instance and for the purpose for which it is given.
No failure or delay on the part of any party in exercising any right, power or privilege under these Terms and Conditions shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
No breach of any provision of these Terms and Conditions shall be waived or discharged except with the express written consent of the parties.
The rights and remedies herein provided are cumulative with, and not exclusive of, any rights or remedies provided by law.
If any provision of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of these Terms and Conditions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
Nothing in these Terms and Conditions will constitute a partnership or contract of employment between the parties.
The Company may freely assign its rights and obligations under these Terms and Conditions without the Transfer Operator\'s consent to any of its Affiliate or any successor to all or a substantial part of the Company\'s business from time to time.
Each party agrees to execute (and arrange for the execution of) any documents and do (and arrange for the doing of) any things reasonably within that party\'s power, which are necessary to enable the parties to exercise their rights and to fulfill their obligations under these Terms and Conditions.
The Transfer Operator may subcontract the service provision to a third party provided that this third party abides by the Service Level Agreement (SLA) and the other obligations set forth in this Agreement.
The Transfer Operator will not be exempt from the obligations and liabilities of the Agreement if it subcontracts and it will, in any event, be liable for the third party\'s activities. The Company may assign and transfer the service provision to a third party ensuring that it does not give exclusivity to its Transfer Operators.
The Company may assign and transfer the service provision to a third party because it does not establish exclusive commercial relationships with its transfer operators
The Company will forward to the Transfer Operator all complaints and claims and also any comments or suggestions in relation to the provision of the service that are sent to it by the Customer. The complaint will be summarised and sent to the Transport Operator by email. A copy of the original claim/complaint will be available on request.
The Transfer Operator agrees to take the necessary steps to resolve such complaints or claims in accordance with Service Level Guidelines, with full indemnity for the Company.
The Transport Operator should respond to a complaint within 3 business days by emailing to firstname.lastname@example.org. The Transport Operator authorises Ski Transfer Finder to act on its behalf if a written reply has not been given within the agreed time frame (including any extension granted).
In the event of repeated claims or confirmation that the Supplier has failed to provide a satisfactory solution to any processed claim, this will be regarded as a cause of termination of the partnership based on provisions of these Terms and Conditions.
When assessing a complaint, Ski Transfer Finder staff will consider information such as the Customer\'s report, website internal records, Service Level Agreement provisions, the Transport Operator\'s reply and any other sources which may help to determine the cause of the complaint or establish its veracity. It is important that the Transport Operator highlights and substantiates any circumstances that were beyond its control.
If Ski Transfer Finder assessment shows that the Transport Operator breached this Partnership Agreement, we shall act in good faith to determine an appropriate remedy that adequately addresses the Customer\'s concerns.
Customer complaints, where upheld, will affect ratings. The Company always checks complaints with the Transfer Operator in order to ensure only fair ratings apply.
Customer complaints, where upheld, might affect the payout amount to be transferred by the Company to Transfer Operator, according to provisions set out in clauses 6.10, 6.11 and 6.12.
This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to these Terms and Conditions are not subject to the consent of any third party.
These Terms and Conditions will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.