GENERAL TERMS AND CONDITIONS
1. RIGHTS AND OBLIGATIONS OF THE PARTIES
1.1. MeetingPackage.com provides the Service Provider an access to a platform on which it may offer its meetings services, hotel rooms, venues and other products on the website MeetingPackage.com (the “Website”), on its affiliate websites (the “Affiliate Website”) and through which MeetingPackage.com customers (the “Customers”) can book such services or products.
1.2. The Service Provider provides all advertisement information and content about the offered Products, including pricing. The Service Provider ensures that all content is accurate, up-to-date and complete in all respect.
1.3 MeetingPackage.com reserves right to review all information and content submitted by the Service Provider to be displayed on the Website and may choose in its sole discretion not to display or cause to be displayed any content that is untrue, inaccurate, incomplete or misleading or that it deems inappropriate to be included on the Website for any reason.
1.4. MeetingPackage.com reserves right to modify the Website and all content or software used or contained in the Service, at any time. It is prohibited to re-sell, deep-link, use, monitor, download, copy, display, or reproduce any content or information, software, products or services available on our website for any commercial or competitive activity or purpose.
1.5. All Site design, text, graphics, the selection arrangement, and all software compilations, underlying source code, software, and all other material on this Site are copyright of MeetingPackage.com.
1.6. MeetingPackage.com intermediates details of bookings and Request for Proposals (the “RFP”) to the Service Provider by email or within the Website. The details included in the booking or Request for Proposals reflects any information entered by the Customer when making the booking or RFP. MeetingPackage.com is not responsible for the truth or accuracy of such information and will not be liable to the Service Provider for any losses caused by the content of the booking or RFP.
1.7. MeetingPackage.com is an intermediator between the Service Provider and Customer. MeetingPackage.com does not conclude contracts with the Customer on behalf of the Service Provider, or act as an agent to the Service Provider. A separate legally binding contract between the Service Provider and Customer is formed when the Customer has accepted the offer made by the Service Provider.
1.8. The Service Providers ensures that any Product booked by a Customer is available at the agreed times.
1.9. The Service Provider ensures that its cancellation and refund policy is communicated clearly to the Customer and that it will comply in all respects with such cancellation policy.
1.10. The Service Provider agree to use best endeavours to ensure that any venue booked by a Customer is clean and fit for use. The Service Provider agrees to promptly acknowledge any complaints by Customers.
1.11. The Service Provider agrees to inform MeetingPackage.com if it wishes to refund a Customer for any reason other than due to the applicable cancellation policy. MeetingPackage.com will decide in its sole discretion whether such refund will be made and whether and by how much the relevant Commission will be reduced.
1.12. The Service Provider agrees to not set any higher price for offered services or products it has set anywhere else publicly online.
1.13. If The Service Provider is a hotel chain or manages multiple meeting venues it agrees to provide sufficient information of the meeting venues managed by it within two weeks, and provide updates to the context on regular basis according this Agreement.
1.14. MeetingPackage.com has the right to inspect the services, venues and product provided by the Service Provider. In order to use this right, the representative of MeetingPackage.com is entitled, once a year, to a free of charge overnight at the venue of inspection.
2. COMMISSION AND FEES
2.1. MeetingPackage.com is entitled to Commission for each concluded reservation, booking and all other services and products included in the meeting package or RFP booked by the Customer from the Service Provider through the Website or it’s affiliate Websites.
2.2. The terms for registration and creating a user account, as a Service Provider, are agreed in the MeetingPackage.com Terms of Service available at the Website or in Booking Engine service Agreement. Payment options MeetingPackage.com has available in the portal; electronic invoicing (e-invoice) and paying commission with credit card (PayPal or similar) are free of charge. If manual invoicing and payment via Bank is requested by the Service Provider MeetingPackage.com is entitled to add manual invoicing fee accordingly.
2.3. Amount of Commission is calculated based on the agreed % of the total value of reservations or/and purchases made through the Website. Amount of Commission is calculated from the confirmed net sales amount. If, however, the Service Provider does not inform MeetingPackage.com the confirmed net sales amounts as agreed or there is ambiguity in the information provided by the Service Provider, the Commission is calculated of the total value of the sales i.e. including VAT. MeetingPackage.com is entitled to increase the commission with a written notice three (3) months beforehand. If the Service Provider does not accept the raise, the Service Provider is entitled to terminate this Agreement with 3 months’ notice period.
2.4. MeetingPackage.com invoices any commission fees plus any VAT from the Service Provider within 7 days after the booking is held at Service Provider premises.
2.5. If the Service Provider fails to make any payment due to MeetingPackage.com under this agreement by the due date for payment the Service Provider agrees to pay interest on the overdue amount at the rate of 8% per annum above European Central Banks base rate from time to time.
2.6. To receive directs payments from customers The Service Provider agrees MeetingPackage.com payment gate provider, STRIPE’s, Connected Account Agreement. The Agreement can be found from https://stripe.com/fi/connect-account/legal & https://stripe.com/pricing.
2.7. Termination of this agreement, howsoever arising, does not affect the continuation in force of the Service Provider’s obligation to pay Commission and VAT to MeetingPackage.com during the notice period.
3.1 The Service Provider warrants that it has all the rights in respect of the content provided to be published in the Website, and that the content is true, accurate and complete in all respects and not misleading in any respect.
3.3 The Service Provider acknowledges that whilst MeetingPackage.com uses reasonable endeavours to ensure that use of the Website will be uninterrupted and error free (except during planned maintenance) MeetingPackage.com makes no warranty as to the availability or functioning of the Website and shall not be liable to the Service Provider for any losses incurred as a result of the Websites being unavailable or not functioning correctly.
3.4 The Service Provider shall comply with all laws applicable to the exercise of its rights or the carrying out of its obligations under this agreement.
4.1 The Service Provider indemnifies MeetingPackage.com against all liabilities, costs, expenses, damages and losses (including all reasonable legal and other professional costs and expenses) suffered or incurred by MeetingPackage.com arising out of or in connection with any claim made by a Customer in relation to purchasing, booking or requesting for proposal of Products from the Service Provider via the Website. Especially in respect of inaccurate, untrue, incomplete or misleading content or other information relating to the Service Provider; any unavailability for any reason of Products or any other services booked by that Customer; the functioning or availability of any equipment at the Venue; the cleanliness, physical state or fitness for purpose of the Venue or any related services; any other act or omission of the Service Provider; the Service Provider’s breach or negligent performance or non-performance of this agreement; or any claim made against MeetingPackage.com for actual or alleged infringement of a third party's Intellectual Property Rights arising out of content or information provided by the Service Provider.
5.1. MeetingPackage.com will in no circumstances have any liability for any losses or damages, direct or indirect, which may be suffered by the Service Provider for using the Website.
5.2. In any case, the total liability of MeetingPackage.com, whether in contract, tort (including negligence) or otherwise will in no circumstances exceed a sum equal to the lower of:
a) the amount of Commission (exclusive of VAT) it has received from the Service Provider in the 12 months’ prior to the occurrence of the event giving rise to liability; or
5.3. Clauses 5.1 and 5.2 will apply to the fullest extent permissible by law.
5.4. For clarity, MeetingPackage.com will have no liability to the Service Provider or any other person for any acts or omissions of a Customer.
6.1 Each party undertakes that it will not at any time disclose to any person any confidential information concerning the business, affairs, clients, customers or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 6.2.
6.2 Each party may disclose the other party's confidential information:
a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement.; and
b) as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
6.3 No party will use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
7. DATA PROTECTION
7.1 MeetingPackage.com collects and processes personal data about Customers to provide the booking services and other products on the Website and possibly Affiliate Website. MeetingPackage.com processes personal data as data controller as MeetingPackage.com shall determine the means and purposes for which the personal data is processed. Such purposes may include but not be limited to direct marketing and analysing personal data for the development of the Website and booking services.
7.2 In order to complete Customer’s reservation, MeetingPackage.com shall transfer the details of the Customer’s reservation including personal data to the Service Provider. Service Provider shall process such transferred data as data controller for the purposes of providing services for Customers in accordance with the reservations made by the Customers via the Website or Affiliate Website.
7.3 When transmitting the details of Customer’s reservation to the Service Provider MeetingPackage.com is sending Customer’s details for and on behalf of the Service Provider. This processing of personal data on behalf of the Service provider shall be performed in accordance with the Data Processing Agreement entered into by and between the parties.
7.4 In addition to what is defined in clause 7.3, MeetingPackage.com shall not process any personal data on behalf of the Service provider for the Service Provider’s purposes.
8. COMMENCEMENT AND DURATION
8.1. This agreement will commence on the date when it has been executed by the Service Provider and will continue for the period of two (2) years, unless terminated earlier in accordance with this agreement.
8.2. After the fixed period of two (2) year this agreement shall remain in force until further notice with 3 months termination period.
9. TERMINATION AND SUSPENSION
9.1. MeetingPackage.com may immediately remove, or cause to be removed, any content from the Website and refuse to place or cause to be placed any new content on the Website if any content is untrue, inaccurate, incomplete or misleading, or in any other case MeetingPackage.com considers this necessary in its sole discretion. Any improper content or action (on Service Provider´s side) described in this paragraph, or an attempt of such action may lead to immediate Termination or Suspension of this agreement without a notice if MeetingPackage.com considers this necessary in its sole discretion.
10. CONSEQUENCES OF SUSPENSION OR TERMINATION
10.1 The Service Provider agrees to continue to honour any bookings or Request of Proposals made during the term of the agreement during a Suspension or after the agreement is terminated.
10.2. Termination of this agreement will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
10.3. Upon termination of this agreement, MeetingPackage.com removes all information and content concerning the Service Provider from the Website within a reasonable time.
11.1 Nothing in this agreement is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, or constitute any party the agent of another party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
11.2. The Service Provider Agreement and these Terms & Conditions constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. In case of conflict, the Service Provider Agreement prevails over the Terms & Conditions.
11.3. Each party acknowledges that in entering into this agreement it does not rely on, and will have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
11.4. Nothing in this Agreement will limit or exclude any liability for fraud.
11.5. MeetingPackage.com may amend any term of this agreement (excluding clause 2.3) from time to time.
11.6. Any notice given to a party under or in connection with this agreement can be sent in written to the address of the registered office of the party or by email to the email address provided by the party.
12. WAIVER AND SEVERANCE
12.1. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.
12.2. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause will not affect the validity and enforceability of the rest of this agreement.
13. GOVERNING LAW
This agreement will be governed by and construed in accordance with the laws of Finland, excluding its choice of law rules.Any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) shall be finally resolved in the District Court of Helsinki.Nothing in this clause will limit the right of MeetingPackage.com to take proceedings against the Service Provider in any other court of competent jurisdiction, nor will the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
Data Processing Agreement
1 BACKGROUND AND PURPOSE
1.1 This Data Processing Agreement (“DPA”) sets out the terms and conditions for the processing of Personal Data by MeetingPackage.com on behalf of Partner. This DPA shall be applied to the agreement regarding the provision of electronic platform and/or related reservation and booking services by MeetingPackage.com (“Services”) entered into by and between the Parties (“Agreement”).
1.2 Agreement referred to in this DPA may be either:
(i) Booking Engine Service Agreement based on which MeetingPackage.com processes personal data on behalf of Partner by storing details of the customers’ reservations including personal data (name, email address, phone number, company name and possible additional information provided by the customers themselves) for the purposes of providing software services for Partner; or
(ii) Service Provider Agreement based on which MeetingPackage.com processes personal data on behalf of Partner by transferring details of the customers’ reservations including personal data (name, email address, phone number, company name and possible additional information provided by the customers themselves) to the Service Provider for the purposes of providing services for Customers; or
(iii) Partner License Agreement based on which MeetingPackage.com processes personal data on behalf of Partner by providing a customized platform through which customers can book meetings services, hotel rooms, venues and other products. The personal data about customers processed on behalf of the Partner may include name, email address, phone number, company name and possible additional information provided by the customers themselves or additional information asked from time to time by Partner.
1.3 Notwithstanding what is stated in the Agreement, in the event of conflict between this DPA and the Agreement the terms and conditions of this DPA shall prevail.
1.4 “Data Protection Regulation” shall in this DPA mean any applicable data protection legislation as amended from time to time (including but not limited to the EU Data Protection Directive (95/46/EC) and the General Data Protection Regulation, “GDPR” (2016/679/EU)) and the instructions and binding orders of the data protection authorities.
- 1.5 MeetingPackage.com acts as a data processor and Partner acts as a data controller, the concepts of which are further defined in the Data Protection Regulation. An individual whose Personal Data is being processed by MeetingPackage.com under this DPA and the Agreement will act as a Data Subject, the concept of which is further defined in the Data Protection Regulation.
- 1.6 The GDPR will not be applied until 25 May 2018. When the GDPR has been implemented into national legislation or if binding instructions are given by any supervisory authority, this DPA might need to be updated, if so mutually agreed between the Parties.
- 2 DEFINITIONS
Any terms not defined in this DPA or the Agreement shall be given the meaning allocated to them in Data Protection Regulation from time to time.
3 THE PURPOSE OF THE PROCESSING OF PERSONAL DATA
MeetingPackage.com shall process Personal Data on behalf of Partner and in accordance with the terms and conditions of the DPA for the purpose of providing the Services under the Agreement.
4 RIGHTS AND RESPONSIBILITIES OF PARTNER
(i) process Personal Data in accordance with good data processing practices and in compliance with Data Protection Regulation and all applicable laws;
(ii) give documented instructions to MeetingPackage.com on the processing of Personal Data, which instructions shall be binding on both Partner and MeetingPackage.com after the written approval of MeetingPackage.com;
(iii) at all times retain the control and authority to Personal Data, including readiness to respond to requests for exercising the Data Subject's rights under the Data Protection Regulation; and
(iv) assist MeetingPackage.com by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of MeetingPackage.com’s obligations under this DPA and Data Protection Regulation.
5 RESPONSIBILITIES OF MeetingPackage.com
5.1 General principles applying to the processing of Personal Data
MeetingPackage.com shall process the Personal Data only in accordance with the Data Protection Regulation, the Agreement and this DPA as well as the approved documented instructions from Partner, unless otherwise required in applicable laws and regulations to which MeetingPackage.com is subject. In such case, MeetingPackage.com shall inform Partner of such requirement under applicable laws and regulations before processing of Personal Data, unless the applicable laws and regulations prohibit such notification.
5.2 Assistance of Partner
5.3 MeetingPackage.com shall, taking into account the nature of the processing of Personal Data under this DPA:
(i) assist Partner by appropriate technical and organizational measures in Partner’s obligation to respond to requests for exercising the Data Subject’s rights laid down in Chapter III of the GDPR; and
(ii) assist Partner in ensuring compliance with its legal obligations pursuant to Articles 32 to 36 of the GDPR.
5.4 The assistance performed by MeetingPackage.com under this section 5.2 shall be charged in accordance with the pricing and payment terms in the Agreement.
5.5 Data security
As from the date when the GDPR is applied, MeetingPackage.com shall implement technical, physical and organizational measures to comply with the obligations regarding security of processing under the GDPR.
MeetingPackage.com shall ensure that the Personal Data processed are kept confidential. MeetingPackage.com shall ensure that any person the MeetingPackage.com has authorized to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
5.7 Reporting and notification obligation
MeetingPackage.com shall make available to Partner all information necessary to demonstrate compliance with the obligations laid down in this DPA and the GDPR.
As from the date when the GDPR is applied, MeetingPackage.com shall maintain a record of processing activities under this DPA in accordance with the GDPR (“Record”). MeetingPackage.com shall provide Partner with the Record if requested by Partner.
5.8 Personal Data Breach notification
In the event of a breach of security leading to accidental or unlawful destruction, loss, alternation, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise processed, MeetingPackage.com shall notify Partner via email or telephone without undue delay after becoming aware of the personal data breach.
5.9 Returning or destruction of Personal Data
5.10 Upon termination of the applicable purpose of the processing of Personal Data, or upon Partner's written request, MeetingPackage.com shall either destroy or return to Partner all Personal Data unless otherwise required by law.
5.11 MeetingPackage.com shall be entitled to return to Partner and destroy all Personal Data processed under this DPA if Partner has not requested MeetingPackage.com to destroy or return the Personal Data within ten (10) days from the date when the applicable purpose of the processing of Personal Data has terminated.
6 TRANSFERS OF PERSONAL DATA
MeetingPackage.com shall have the right to transfer Personal Data outside the EU or the EEA if MeetingPackage.com establishes an adequate level of data protection through EU Standard Contractual Clauses based on the EU Commission’s standard contractual clauses.
MeetingPackage.com shall also be entitle to transfer Personal Data outside the EU or the EEA if the country or territory in which the recipient operates has been found to ensure an adequate level of protection for the rights and freedoms of Data Subjects in relation to the processing of Personal Data, including without limitation the EU-U.S. Privacy Shield or any subsequent or separately adopted equivalent provision, as determined by the European Commission and subject to the scope restrictions of any such determination.
7.1 MeetingPackage.com may engage third-party subcontractors when providing the Services and processing Personal Data.
7.2 MeetingPackage.com shall ensure that the subcontractors comply with the same level of confidentiality, data security and other obligations as specified in this DPA. MeetingPackage.com is fully liable for the performance of the subcontractor’s obligations.
7.3 MeetingPackage.com shall inform Partner of possible forthcoming changes regarding the subcontractors in which case Partner may object to such change by notifying MeetingPackage.com within five (5) days of such notice. The Partner may not object to the changes without a grounded reason.
8.1 At any time during the term of the DPA, Partner or a recognized, independent third-party auditor appointed by Partner with proven experience and procedures shall have the right to audit MeetingPackage.com’s technical and organizational security measures as well as compliance with other data protection obligations agreed under this DPA. Partner shall give a prior written notice to MeetingPackage.com, such notice to be given at least sixty (60) calendar days prior to any audit.
8.2 MeetingPackage.com shall assist Partner in the execution of an audit and charge such assistance in accordance with the pricing and payment terms defined in the Agreement.
9 LIMITATION OF LIABILITY
The limitation of liability agreed in the Agreement shall be applied to this Agreement.
This DPA shall become effective when duly signed by both Parties and shall automatically terminate upon termination of the applicable purpose of processing of Personal Data under the Agreement.
11 APPLICABLE LAW AND DISPUTE RESOLUTION
This DPA shall be governed by the laws of Finland without regard to its principles and rules on conflict of laws and shall be subject to dispute resolution in accordance with the Agreement.