契約

To become a BUYER, you are invited to accept the following terms and conditions, from now on referred to as  “BUYER Agreement”.

RECIPIENTS: FINAL CUSTOMERS INTERESTED IN BOOKING TRAVEL SERVICES IN ITALY ONLY (TRADE PROFESSIONAL ARE INVITED TO VISIT COMMUNITY.TRAVEL)

PREMISSES
- Adalte srl and Adalte LLC (from now on referred to as "Adalte") develop and maintain the Adalte Travel Platform content management system, a reservation and booking online system, which allows any Travel Organization to populate a dedicated database and distribute its travel services through the web (from now on referred as "CMS").
- Any Travel Organization using the CMS (from now on referred to as "PROVIDER". For your reference "Provider Agreement") or connected to the CMS by API (hereinafter referred as "API PROVIDER"), is a Partner of Adalte and can optionally decide to sell Tour packages and other Travel services (hereinafter also referred to as "SERVICES") through the distribution HUB created and maintained by Adalte (from now on also referred to as "Travel HUB").
- SERVICES are distributed, following the processes described in this Agreement, to worldwide B2B (Business to Business) resellers, which includes Tour Operators, Travel Networks, Destination Management Companies and Global Wholesalers, Aggregators and Consolidators, to B2C (Business to Consumers) resellers, which includes OTA (Online Travel Agencies) and Travel Agencies and to final Customers without geographical limits (hereinafter referred as " BUYERS".
- Adalte owns madeinitaly.travel, community.travel and other portals, operated in partnership with "Technological Partners" and "Marketing Partners" and developed to promote PROVIDERS, facilitate the digital distribution of SERVICES to BUYERS and allow a direct interaction between vendor and customer (hereinafter referred as "MARKETPLACES").
- Adalte classifies the BUYERS described in the present Agreement by the industrial type of the BUYER (hereinafter referred as "BUYER types"):
.   "TOUR OPERATOR", invited BUYERS acting as B2B resellers; 
.   "TRAVEL AGENCY", invited or registered BUYERS acting as B2C resellers; 
.   "FINAL CUSTOMER", invited or registered final customers. NOT ALLOWED ON COMMUNITY.TRAVEL; 
- The BUYERS of the Travel HUB are Adalte's customers, customers of technology Providers using Adalte technology to perform online bookings, customers of technology Providers connected to the API of Adalte, travel organizations connected to the API of Adalte, entities and final customers registered inside a MARKETPLACE.
- Any website, application and app rented or owned by BUYER, the MARKETPLACES and all BUYERS registered inside a MARKETPLACE (all together hereinafter referred to as "Channels"), if not differently agreed, must be connected one by one for allowing the publication of the SERVICES.   
- Adalte classifies the CHANNELS described in the present Agreement by the affiliation type of the BUYER (hereinafter referred as "CHANNEL types"):
.   "API CHANNEL", all companies partnering with any technology provider connected to Adalte technology and also all entities directly connected to Adalte technology.
.   "MARKETPLACE CHANNEL": when connected the PROVIDER is listed inside the PROVIDER list of the MARKETPLACE portal. If not differently agreed the publication of the SERVICES is restricted to BUYERS which have been explicitly authorized. 
.   "TRAVEL HUB CHANNEL": all others, not mentioned above
- Adalte can invite the PROVIDER to one or more MARKETPLACES, always clearly informing the PROVIDER about the types of BUYERS which are participating to each MARKETPLACE and the PROVIDER is free to accept or refuse.
- If not differently agreed between the BUYER and the PROVIDER or between ADALTE and the PROVIDER, BUYER must send a proposal for each owned Channel, which has to be accepted by the PROVIDER, for having access to the PROVIDER's SERVICES, prices and contact data or to perform bookings.
- A PROVIDER can also be a BUYER by reselling SERVICES purchased from other PROVIDERS, for example when creating bookings with multiple SERVICES, only partially owned.
- Adalte classifies the PROVIDERS interested by the present BUYER Agreement as "PREMIUM", "GUEST"and "ON DEMAND"  and "API" PROVIDERS, as below described in the present PROVIDER Agreement and as briefly resumed here:
.    PREMIUM PROVIDER: DMC operating in the CMS. PREMIUM PROVIDER must take full responsibility of directly performing all "Data entry" information, including for example the creation of the SERVICES and the Stop sales management, and the "Booking management", which includes, for example, booking amendment and voucher setup operations through its CMS.
.    GUEST PROVIDER: DMC supported by Adalte in the CMS management. GUEST PROVIDER must take full responsibility of Stop sales management inside its CMS and accept Adalte automatic email as a valid Confirmation, Amendment and Cancellation notice from the BUYER.
.    ON DEMAND PROVIDER: Tour Operator offering incoming services and operating in the CMS or DMC with no SERVICES loaded yet. ON DEMAND PROVIDER must take full responsibility for all actions performed in the CMS, as a PREMIUM does, when selling SERVICES, or must act professionally, when only allowed to receive inquiries.
.    API PROVIDER: DMC operating via API and, if required, also operating in the CMS. API PROVIDER must take full responsibility for all actions eventually performed in the CMS, as a PREMIUM does and all information made available by its API or other digital sources.
- The relation is always direct between BUYER and PROVIDER, including as for example the payments for the SERVICES and the resolution of disputes raised between the parties.

In order to become a registered BUYER and start contacting PROVIDERS and booking their SERVICES, you have to accept the following conditions and operations procedures by signing the present BUYER Agreement.

1.    ADALTE'S OBLIGATIONS
Adalte undertakes vis-à-vis the BUYER as follows:
1.1.    To dedicate the maximum effort to:
1.1.1.    to increase the number of registered PROVIDERS;
1.1.2.    to perform random quality control inspections also after the SERVICES before and after the SERVICES are published for the first time;
1.1.3.    to prevent any wrong Data entry related to Service, including descriptions, prices, conditions and any other information which can be loaded inside the CMS;
1.1.4.    to prevent any incorrect operation or action or information related to the "Booking" management;
1.1.5.    to coordinate the Travel HUB operations between the PROVIDERS and the BUYERS, when needed;
1.1.6.    to protect the privacy of all BUYER's data, loaded inside the CMS or communicated to Adalte, as described inside its Privacy Policy;
1.1.7.    to act with the maximum diligence when operating on behalf of GUEST and ON DEMAND PROVIDERS, which are allowed not to perform "Data entry" and/or "Booking" operations;
1.1.8.    to perform inside CMS the opportune modifications needed by SERVICES already published inside the MARKETPLACE, within two working days from the receipt of PROVIDER communication;
1.1.9.    to perform inside CMS the opportune amendments of existing Bookings inside the Travel HUB, within one working day, from the receipt of PROVIDER communication.
1.2.    To consider all PROVIDERS equal inside the Travel HUB and, when needed to assign a priority to the Providers by using only the PROVIDER classification and/or the "Travel HUB Score", which is calculated considering the standards offered by each company to all BUYERS, the responsibilities taken by each PROVIDER inside the CMS and the BUYER feedbacks received by Adalte.
1.3.    To always act as a “super partes” actor when it is involved in data entry and booking operations or is requested to provide its opinion on a claim or a contentious situation between two or more MARKETPLACE Partners.
1.4.    To guarantee the loading and the maintenance inside the CMS of a selection of Tours for each GUEST and ON DEMAND PROVIDER, managed by Adalte.
1.5.    To allow the access to CMS or MARKETPLACE, only to all fully registered PROVIDERS and BUYERS, invited by Adalte or by at least 1 (one) Technology Partner or Marketing Partner or PROVIDER or BUYER.
1.6.    To immediately take action, by informing all PROVIDERS about BUYERS not respecting the "BUYERS Agreement" or considered fraudulent by Adalte or reported insolvent by more than 1 (one) PROVIDER and/or suspending the BUYER.
1.7.    To immediately take action, by investigating and eventually suspending PROVIDERS not respecting the "Provider Agreement" or reported by more than 3 (three) BUYERS as not trustable in terms of quality of the services provided or for any other action or communication which may cause a damage to the Travel HUB.
1.8.    To immediately take action, by changing the Type of a BUYER, if reported by 2 (two) or more PREMIUM OR GUEST PROVIDERS as not eligible for the assigned Type in a 12 months period. For example if a TOUR OPERATOR BUYER is reported by 2 (two) PROVIDERS as a TRAVEL AGENCY BUYER.
1.9.    To immediately take action, by changing the Type of a BUYER, if reported by 4 (four) or more PREMIUM OR GUEST PROVIDERS as eligible for a different Type. For example if a TRAVEL AGENCY BUYER is reported by 4 PROVIDERS as eligible as a TOUR OPERATOR BUYER.

2.    BUYER'S OBLIGATIONS:
2.1.    BUYER has full responsibility for all services reserved and for all information provided about travellers during and after the reservation process, including for example the name of the passengers or the age of the children.
2.2.    BUYER is invited to sign a direct agreement with each PROVIDER and, if no direct agreement has been signed between parties, the BUYER accepts to:
2.2.1.    buy SERVICES at the net rates defined by each PROVIDER for its BUYER Type, without asking discount or over--commissions;
2.2.2.    buy the default SERVICES (so all enabled SERVICES included into the "Default Inventory" of each service type by each PROVIDER), with the related spaces and availabilities (allotments);
2.2.3.    pay the SERVICES by using the default Payment policies defined by the PROVIDER;
2.2.4.    provide detailed information about each possible claim or issue which has been not satisfactory handled by a PROVIDER;
2.2.5.    provide the travelers with the vouchers received or accessible through the CMS as the valid document for travelling or, if previously agreed with PROVIDER, generate your own travel documentation making sure that all information provided in the Adalte voucher are correctly reported at the time of the delivery to the Travelers;
2.2.6.    carefully read all booking details and if available the "day by day" program, informing the retailer or the Travelers about all critical situations, including for example: supplement on site, services included and not included, meeting points, terms and conditions, cancellations policies and assistance on site;
2.2.7.    not unduly damage the PROVIDER's image and reputation and protect PROVIDER actions from unjustified attacks during interactions with travelers and possible retailers;
2.3.    BUYER accepts to consider Adalte not responsible for all Data Entry and Booking Management operations, incorrectly performed or not performed on time, inside the CMS by Adalte when operating on behalf of any PROVIDER;
2.4.    The TOUR OPERATORS and TRAVEL AGENCY BUYERS agree that their Company name and/or Logo:
2.4.1.    can be displayed, together with a description of its business, in the BUYERS list page and other pages of Adalte MARKETPLACES and CMS;
2.4.2.    can be included by Adalte in marketing actions or communications exclusively organized to promote the Travel HUB.
2.5.    BUYER is responsible for the credentials used for accessing the CMS or the MARKETPLACE and is requested to immediately contact Adalte in case of any possible faudulent use operated by a third party.
2.5.    BUYER accepts to use the CMS and the MARKETPLACE only for the travel business purposes expressed in this agreement and in compliance with national and international laws and the regulations of this Agreement.
2.6.    BUYER accepts to use the CMS and the MARKETPLACE at his own risk.
2.7.    BUYER acknowledges that it starts business relations with PROVIDERS and buys SERVICES from them at his own risk.
2.8.    BUYER acknowledges that all the information inserted through the Inquiries, and eventually also chat, conference room and other tools for discussion included in the CMS and the MARKETPLACE cannot be previously checked or approved by Adalte.
2.9.    BUYER accepts to manage any complaints or inconvenience occurring to travelers, always favoring dialogue over contrast, as well as respecting the principles of common sense, maintaining constructive behavior and respecting national and international laws.
2.10.    BUYER acknowledges that the CMS and the MARKETPLACES, the handbooks and all the pertaining documentation are protected by copyright in favour of Adalte and will be then responsible for all the violations of such rights.
2.11.    BUYER acknowledges that Adalte, for what concern the present agreement, operates only as the architect and the technology provider of the Travel HUB infrastructure and it is involved in the booking operations only if PROVIDER needs or contracted data entry and assistance service, but it never acts as an intermediary between BUYER and PROVIDER and it is not involved in the sales of SERVICES.

3.    PROVIDERS:
3.1.    BUYER is aware that it has access to the SERVICES of PROVIDER only after PROVIDER accepts the cooperation proposal, which can be sent by the BUYER directly to the PROVIDER through the CMS or the MARKETPLACE. In case BUYER owns more than 1 Channel the request has to be repeated for each Channel.
3.2.    Excluding possible exceptions, only PREMIUM, GUEST and API PROVIDERS have exclusive access to the full list of BUYERS, including the main contact information (email, telephone, country, city) and can invite any BUYER to start a direct cooperation.
3.3.    BUYER, in some MARKETPLACES, may not need to send cooperation proposals to have access to the SERVICES of all or some PROVIDERS. BUYER accepts, by accessing with its credentials to the MARKETPLACE, the cooperation with all the PROVIDERS adopting this policy at the time of each access and is allowed to immediately search and book SERVICES of the connected PROVIDERS.
3.4.   If not differently defined in a specific MARKETPLACE or by a specific PROVIDER, BUYERS are allowed to submit manual requests, called "Inquiries", to connected PROVIDERS when the SERVICES they need to book or quote are not published (FIT Inquiry), or for Leisure Groups (Group Inquiry) or for Meeting, Incentive, Congress and Events (MICE Inquiry).
3.5.   BUYERS are requested not to change the recipient and the object of the emails eventually exchanged with PROVIDER, after sending an Inquiry.

4.    TRAVEL SERVICES:
4.1.    The travel services become immediately available to be published on the BUYER Channel or to be booked through the search engines of the MARKETPLACE, as soon as the PROVIDER enables the Channel.
4.2.    PROVIDERS are requested to check the SERVICES loaded when Adalte performs the Data entry and Adalte performs random quality control checks when PROVIDERS make the data entry. The BUYER is invited to immediately advise marketplace@adalte.com in case of SERVICES with possible incorrect information displayed.
4.3.    BUYER acknowledges that GUEST PROVIDERS may take no responsibility of the information related to SERVICES available in the CMS and in the MARKETPLACE, when wrongly inserted by Adalte or missing due to any reason.
4.4.    BUYER submitting an FIT Inquiry and receiving a quotation by PROVIDER, is invited to request the PROVIDER to add a new SERVICES to its inventory or communicate to Adalte the information needed to create the SERVICES inside the CMS.

5.    BOOKING MANAGEMENT:
5.1.    CMS allows PROVIDERS to add all information needed for allowing a smooth booking online experience to the end-user. BUYER is invited to carefully read the messages appearing during the booking procedure and check that all critical information is correctly stated inside the booking and in the travel documents.
5.2.    BUYER is required to make sure that any modification to SERVICES already booked, including for example accommodation or itinerary changes, is communicated to the customer, as soon as known.
5.3.    BUYER is required to make sure that any travel document provided to the travellers respect the information confirmed at the time of the order or after the amendments agreed between parties and include the contact information and the languages available for customer support on site.
5.5.    Vouchers are released following the rules defined by the PROVIDER and often the full payment is requested for receiving the travel documents; PROVIDER can also operate in voucher-less mode for some SERVICES. In any case, BUYER is invited to inform the PROVIDER if the travel documents received are missing information or need to be substituted for any reason.
5.6.    BUYER acknowledges that GUEST PROVIDERS may take no responsibility of the information related to bookings performed via the CMS and the MARKETPLACE, when wrongly inserted by Adalte or missing due to any reason.
5.7.    After sending an Inquiry, if the quotation for the requested SERVICES has been accepted, BUYER can request PROVIDER to create a new booking or add the SERVICE to an existing booking. In case a GUEST PROVIDER in involved the request can be made to directly to Adalte by opening a support ticket.

6.    PROPERTY AND ACCESS TO DATA:
6.1.    Adalte strongly believes in respect for the Privacy, so BUYER is invited to thoroughly read and understand the Adalte Privacy Policy, which intends to explain how we operate to protect the Privacy of personal and other data loaded by any registered partner inside the CMS and the MARKETPLACES.
6.2.    BUYER, every time accesses personal data of Travelers and personal or contact data and logo of PROVIDERS, shall handle them only and exclusively in order to execute its work, and not with other aims, that could potentially harm PROVIDERS’ and/or Travelers’ and/or Adalte’ interests.
6.3.    BUYER acknowledges that all information and contents related to the SERVICES are owned by the PROVIDERS.
6.4.    BUYER is not allowed to communicate to third parties any information about the SERVICES, the prices offered and the contact data of any PROVIDER. 
6.5.    BUYER's CMS credentials and all the BUYER data available inside the CMS or the MARKETPLACE are always a property of the BUYER, who is responsible for them.
6.6.    BUYER authorizes Adalte to access its CMS, for viewing and modifying the content of a booking, every time PROVIDER or BUYER request the intervention of Adalte.

7.    PAYMENTS OF THE SERVICES:
7.1.    The total amount of all SERVICES booked inside a Booking is always directly due to the PROVIDERS supplying the SERVICES.
7.2.    All information about the payment methods and policies of the PROVIDER are accessible via API and/or sent by email and available in the CMS and in the MARKETPLACES, for each single booking.
7.3.    BUYER is invited to make sure to perform the payments always within the due date, for the total amount including all bank fees. 
7.4.    PROVIDER or Adalte on behalf of PROVIDER can send payment reminders to the BUYER, for requesting the payment of any amount due to PROVIDER.

8.    MARKETPLACE FEES FOR BUYER:
8.1.    Some BUYERS are requested to pay to Adalte the fees described inside the Attachment #1 of the present BUYER Agreement.
8.2.    Adalte invoices the amounts due by BUYER as described inside the Attachment #1 of the present BUYER Agreement.

9.    ADALTE LIABILITY LIMITATIONS
9.1.    The General Conditions for using the CMS of Adalte describe the liability of Adalte regarding the use of the CMS by the BUYER. 
9.2.    The liability of Adalte regarding the Travel HUB operations is only limited to allowing the correct execution of the operations among PROVIDERS and BUYER and the resolution of any technical error, which is under its direct control.
9.3.    Adalte, except for what stated at point 6.1, is never responsible in front of PROVIDERS or BUYERS or other third parties involved for:
9.3.1.    any loss of profit or business;
9.3.2.    any Service Data entry, including descriptions, prices, conditions or any other information which have been incorrectly loaded by Adalte when operating on behalf of the PROVIDER inside the CMS;
9.3.3.    any operation or action or information related to Bookings incorrectly managed by Adalte when operating on behalf of the PROVIDER inside the CMS;
9.3.4.    any late or missed Data Entry or Booking input, even if communicated by PROVIDER or BUYER;
9.3.5.    any information about the SERVICES or the PROVIDERS.

10.    MODIFICATIONS TO THE PRESENT AGREEMENT:
10.1.    Adalte is allowed to modify the present Agreement by providing an immediate and detailed notice to the BUYER.
10.2.    Modifications can also be deemed to be immediately effective.
10.3.    BUYER, if not objecting or agreeing on different conditions with Adalte, accepts the introduced changes under the principle of “tacit approval".
10.4.    Travel HUB fee, agreed with Adalte or indicated in this Agreement or its Annexes, can be amended, but will become effective at least after 6 months from the detailed notice sent by Adalte.

11.    EFFECTIVENESS OF THE PRESENT AGREEMENT:
11.1.    After the signature of the present BUYER Agreement, it becomes immediately effective from the moment the BUYER makes its first action in the CMS or makes its first access to the MARKETPLACE.
11.2.    This BUYER Agreement stays valid until the BUYER decides to conclude it.
11.3.    In case Adalte notices any act, whether fraudulent or not, executed by the BUYER against the principles of the present Agreement, is free to suspend the BUYER from the Marketplace, at any time and without the duty of notice.
11.4.    In case of illegal information or of repeated inaccurate or misleading information communicated, Adalte is allowed to suspend, at any time and without notice, the activity of the BUYER inside the Travel HUB.
11.5.    Adalte has the right to conclude this BUYER Agreement only in case a suspended BUYER does not cooperate to accomplish, within 30 days from the receipt or any other time agreed, with the requirements or the indications communicated by Adalte.
11.6.    If the present Agreement is suspended or concluded and no contract is in place between parties, the PROVIDERS must guarantee the SERVICES already confirmed by the suspended or former BUYER and at the same time the suspended or former BUYER must perform all related payments on time.
11.7.    If the present Agreement is concluded, BUYER remains chargeable for any fee due to Adalte and not yet invoiced.
11.8.    This agreement must be accepted by all Buyers, even companies that operate without directly using Adalte technology or that are not directly connected to Adalte technology. However, the companies using third-party technological services connected to Adalte, by signing this agreement obtain the possibility of accessing the Provider catalogs under the conditions ruled here, which have the sole purpose of harmonizing the operations between Buyer and Provider, but do not directly enter into any form of contract with Adalte.

12.    APPLICABLE LAW:
12.1.    Both parties undertake to implement this Agreement in good faith and resolve, through friendly negotiations, any problems that may arise during its execution.
12.2     For any dispute that may arise regarding the interpretation, execution or termination of this agreement and is not resolved amicably, the Court of Genoa, Italy, will be exclusively competent.

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ATTACHMENT #1 OF THE "BUYER AGREEMENT":
BUYER FEES

Setup, Booking, Annual fee
FINAL CUSTOMER BUYER do not pay any FEE