GoTo HUB Contract Denmark
GoTo HUB Contract Denmark
GoTo HUB Contract - GoTo HUB ApS
GoTo HUB ApS, CVR number 44247437 ("GOTO")
Definitions
GoTo Hub platform / product: “GoTo HUB”
End-consumer: “End Customer”
BACKGROUND
By signing this contract, as both a Supplier and a Sales Partner, you gain the privilege to offer your products for sale and/or promote other products available on the “GoTo HUB”.
This contract also gives you the option to use GoTo HUB as a booking system and to use it to package your products together with other suppliers of GoTo HUB. These services are optional and can be activated or deactivated at any time.
This collaboration agreement ("Agreement") has been entered into between “GOTO” and the Sales Partner and/or Supplier, individually referred to as a ("Party") and collectively as the ("Parties").
“GOTO” aims to make travel, experiences, accommodation, and activities from various providers in Denmark easily accessible for purchase and sale through “GoTo HUB”.
The purpose of “GOTO” is to contribute to increased revenue for all segments of the local tourism industry by enabling active promotion of tourist activities through “GOTO's” own channels and through Sales Partners. “GoTo HUB” is based on an open philosophy where Sales Partners can range from destination companies, hotels, activity organizers on the sales side, as well as small to large activity companies, events, hotels, and attractions on the supplier side.
The Sales Partner wishes to utilize “GoTo HUB” through a tailored sales solution to effectively recommend products, services and activities to their guests ("the Service"). In addition to enhancing guest service and providing a more informed travel experience, the Sales Partner will receive a share of all sales generated through their recommendations.
The Supplier is a Supplier of accommodation and/or activities and/or attractions in Denmark (collectively defined as "the Product"). The Supplier wishes to offer and sell its products through “GoTo HUB” for sale to customers ("the End Customer").
The purpose of the Agreement is to regulate the rights and obligations of the Parties in connection with the Sales Partner's and the Supplier’s use of the Service.
2. GOTO'S GENERAL OBLIGATIONS
The following shall be included as part of the Service:
Marketing and Sales: GoTo shall market and offer products, services, and activities for sale through GoTo, which the Sales Partner may select for the Service.
Confirmation, Payment, and Follow-up: GoTo shall handle all payments from “End customers” placing orders through the service and shall be responsible for all follow-up on customers and suppliers using GoTo.
Participant List, Cancellation, and Other Follow-up: GoTo shall provide the supplier with an updated participant list and administrate any cancellations from the “End customers” and other administrative follow-up.
3. THE SALES PARTNER'S GENERAL OBLIGATIONS
The Sales Partner's obligations are as follows:
Collaboration with GoTo: Provide sufficient and necessary assistance so that GoTo can fulfill it’s obligations under the Agreement.
Offering: Select which products, services, and/or activities on GoTo they wish to recommend in the Service.
Marketing: The Sales Partner can market these products, services, and/or activities in the manner they find suitable, but always in line with good marketing practices and in accordance with applicable laws.
4. THE SUPPLIER’S GENERAL OBLIGATIONS
The Activity Provider's obligations are as follows:
Collaborate with GoTo: Provide sufficient and necessary assistance to enable GoTo to fulfill its obligations under the Agreement.
Activity Description: Ensure that activity descriptions, prices, and other information are accurate and up-to-date.
Availability: Ensure that the Products are available for sale through GoTo HUB, and that the availability of the products is updated and accurate.
Activity: The Activity Provider is responsible for the delivery and implementation of the activity to the end customer. The Activity Provider shall ensure that the product delivered to the end customer corresponds to the information presented on GoTo HUB, as well as the current legislation and industry standards applicable to the product.
5. USE AND MODIFICATION OF THE SERVICE
5.1 Reasonable Use of the Service
GoTo is responsible for content or other materials published on GoTo HUB. The content shall be professionally designed, in line with good marketing practices, and otherwise in accordance with good industry practice and applicable legislation.
Do not publish content or other materials that are, or may be perceived as, inappropriate, indecent, offensive, or derogatory;
Do not publish content or other materials to which someone else has rights without an agreement with the right holder(s);
Do not copy, publish, sublicense, modify, disrupt, prepare or attempt to prepare unauthorized access to the Service, its software, user interface, or other content in the Service or other solutions provided by GoTo or GoTo's subcontractors.
The Parties are responsible for the content or other materials published by the individual Parties on GoTo HUB. The content should be professionally designed, in line with good marketing practices, and otherwise in accordance with good industry practice and applicable law.
GoTo reserves the right to remove content or material published by the Supplier without prior notice to the Supplier.
The Sales Partner undertakes to use GoTo HUB in accordance with the purpose and intentions of the Service and to:
Not publish content or other material that is or may be perceived as inappropriate, indecent, offensive, or degrading; Not publish content or other material to which someone else has rights without an agreement with the rights holder(s); Not copy, publish, sublicense, modify, interfere with, prepare or attempt to prepare unauthorized access to the Service, its software, user interface, or other content of the Service or other solutions provided by GoTo or GoTo's subcontractors.
5.2 Modification of the Service
GoTo shall provide the cooperation Sales Partner with sufficient information about the Service and any changes to it. If GoTo decides on significant changes to the Service, the Sales Partner shall be notified in a reasonable time before the changes take effect. GoTo reserves the right to market, without notice, the activity for sale in other sales channels than GoTo HUB, examples of this may be white label versions of GoTo HUB and sales channels operated by GoTo’s other cooperation Sales Partners. This agreement shall apply to the marketing of the Product through other sales channels, and the Service shall be understood to include such sales channels in such cases.
5.3 New Versions
GoTo may update the Service with new versions which may include new or modified functionality, improved performance and/or other new features without any notice. Updates and/or releases may result in changed appearance and/or functionality of the Service. The Sales Partner and or Supplier shall always use the latest released versions that have been made available by GoTo. GoTo is not obliged to provide any support or maintenance services related to any versions of the Service that are older than the then-current versions. New versions and/or functionality may be offered to the Sales Partner and or Supplier at the then-current fees or at a new price. Any price adjustments will be made in accordance with clause 7.
5.4 User Restrictions
The Sales Partner and/or Supplier and the users engaged with these shall not allow any third party to, unless explicitly stated in the Agreement or agreed in writing by GoTo:
Decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from any component of the Service;
Allow third parties to gain access to the Software, or sublicense, transfer, sell or otherwise assign its account at the Service or the Service itself to any third party;
Alter, embed into any other product or otherwise create derivative works of, or otherwise modify the Service;
Remove, alter or obscure any proprietary notices on or in the Service;
Interfere with or disrupt the integrity of the Service, software or data;
Attempt to gain unauthorized access; or
Interfere with another customers' or users' use of the Service.
6. AVAILABILITY
GoTo strives to ensure that the Service is always available.
However, GoTo reserves the right to occasionally restrict the availability of the Service in whole or in part, such as for maintenance or updates. If possible, GoTo will notify planned service interruptions on its website.
If the Sales Partner discovers that the Service is unavailable or encounters other technical errors in the Service, they shall immediately notify GoTo.
However, GoTo is not responsible for any disruption of the Sales Partner and/or Supplier’s business, including reparative costs, caused by any downtime or errors/deficiencies related to the Service or the Products. If GoTo sends technicians, the Sales Partner and/or Supplier’s is economically responsible for suitable travel, accommodation and other out of pocket expenses for the technician.
In case of Services
GoTo reserves the right to assume that the Service will be completely or partially unavailable from time to time, for example due to maintenance or updates or technical errors. GoTo will, if possible, publish information about any planned downtime or known errors on its website or directly to a Sales Partner and/or Supplier’s. If the Sales Partner and/or Supplier’s experiences that the Service is not available or discovers other technical errors in the Service, they must immediately notify GoTo.
In case of Products
GoTo's liability for defects of Products under this Agreement is limited to repair of the defect or delivery of a replacement Product within the warranty period of one (1) year.
7. DESCRIPTION OF PRODUCT ON GOTO HUB
The Supplier is obligated to ensure that the description of the Product in the form of text, images, and videos on GoTo HUB (“the Description”) is always accurate in relation to the Product’s price, availability, and delivery.
The Supplier is responsible for using the correct value-added tax (VAT) rate for the Product and including it in the price published on GoTo HUB.
The Supplier must ensure that they have the necessary rights to use all images and videos provided, whether directly or via API, and published on GoTo HUB. Any pictures or videos provided by the Supplier, through any means including API, will be available for GoTo HUB to use in any partnership it chooses. Furthermore, the Supplier hereby gives GoTo HUB the rights to use any video/pictures wherever GoTo HUB sees fitting.
GoTo HUB reserves the right to assist the Supplier in designing the product description, for example, by using copywriters.
The Supplier commits not to use the description in the sale of the product on other platforms, in stores, or in its own sales channels.
GoTo retains all rights to the Description and its searchability, hits, and rankings on the internet.
8. RELATIONSHIP WITH THE END CUSTOMER
A purchase agreement is automatically entered into between the End Customer and the Supplier ("the Purchase Terms") when the End Customer makes a purchase of the Product on GoTo HUB. The Purchase Terms are prepared and updated by GoTo in accordance with GoTo's internal guidelines, industry standards, and applicable consumer legislation. GoTo must inform the Supplier of any changes to the Purchase Terms in a reasonable time before the changes take effect.
The Supplier accepts that the Purchase Terms currently in effect are a condition for using the Service, including giving the End Customer the right to cancel the Product at no cost within 24 hours before the End Customer has used the product, unless an explicit agreement to reduce/extend the cancelation deadline have been made between GoTo and the supplier. To ensure optimum sales conversion, the cancellation terms should always be in accordance with or better than the local industry standard.
9. INTELLECTUAL PROPERTY RIGHTS
The Parties agree that each Party retains all rights and ownership of their own intellectual property rights, and no intellectual property rights have been transferred through the Agreement.
GoTo retains all rights to the Service and reserves the right to offer the Service to others. GoTo holds all copyrights, trademarks, and other intellectual property rights to the Service, regardless of who has contributed to the development of the Service. All development and new intellectual property rights created in connection with this Agreement shall fully belong to GoTo.
The Sales Partner may not, without written consent from GoTo, use, copy, or share GoTo's or subcontractors' intellectual property rights and/or know-how received or accessed in connection with the Service.
The Parties shall only use the other Party's intellectual property rights for the purpose of fulfilling their obligations under the Agreement. All such use shall be in accordance with the other Party's instructions or authorizations. This includes, but is not limited to, trademarks, company names, slogans, symbols, and logos.
Upon termination of the Agreement, the Parties shall retain their intellectual property rights.
10. MARKETING AND PUBLICITY
The Parties agree that each Party shall professionally mention the other Party.
GoTo is responsible for marketing and the visual design and presentation of the Service.
Any inquiries that the Sales Partner receives from customers shall be answered in accordance with good marketing practices and forwarded to GoTo. If the Sales Partner receives inquiries from customers or others that could pose a risk to the reputation and/or negative publicity for GoTo and/or the Service, the Sales Partner shall immediately notify GoTo of this.
GoTo may contact the Supplier directly in connection with marketing and information about new functionality in the Service or new services from GoTo.
11. PAYMENT
11.1 Compensation - GoTo HUB
As compensation for the Service, GoTo shall receive a commission equivalent to 20% commission on revenue from the sale of activities, 10% on attractions, and a 15% commission on the sale of accommodations. This commission includes VAT.
If you use our service GoTo Booking and/or GoTo Packaging and sell your own products via your own homepage, a 6% commission fee will apply. This commission includes VAT.
The parties also agree that the end customer shall be obligated to pay for the Product upon ordering.
The Supplier shall receive the selling price minus the commission only after the end customer has used the Product.
The End customer is considered to have used the Product at the agreed completion time, regardless of whether the end customer has participated or not, provided that the End customer has not canceled the Product within the cancellation period of the Purchase Terms.
Settlement and payment to the Sales Partner shall be made within 30 days after the End customer has utilized the product, service, and/or activity. GoTo reserves the right to adjust the payment timing if GoTo's payment intermediary requires additional time to process the payment.
11.2 Compensation - Sales Partner
The Sales Partner is entitled to a 10% commission on revenue from the sale of activities, 2.5% on attractions, and a 5% commission on the sale of accommodations. This commission includes VAT.
Other commission rates will be added as an appendix to this agreement when more categories of saleable products and services become available on the platform. Examples of these include tickets, car rentals, etc.
Settlement and payment to the Sales Partner shall occur within 30 days after the Sales Partner and/or Supplier’s has used the GoTo Hub, service, and/or activity. GoTo reserves the right to adjust the payment timing if GoTo's payment processor requires additional time to handle the payment.
11.3 Payment Intermediary
GoTo will use a payment intermediary to settle in accordance with the Agreement.
GoTo will choose the provider of such payment intermediary service. GoTo will inform the Sales Partner of the selected payment intermediary and any changes to it.
The Sales Partner must make the necessary preparations to receive payment from the payment intermediary. Any administrative costs incurred by the payment intermediary for disbursement shall be borne by the Sales Partner.
11.4 Support
Support related to bugs and errors - should there be any - is always free of charge, for support related to configuration, set-up or questions the following applies:
Hourly fee of NOK / SEK 800 or 500 DKK per hour - registered per initiated quarter. Clients are urged to seek solutions in our extensive Helpdesk material available online.
11.5 Adjustments
GoTo is entitled to adjust the fees payable under the Agreement for the Deliverables in line with GoTo's then-current prices and charges. Such an adjustment shall be announced in writing not less than three (3) months prior to an adjustment. If the Sales Partner and/or Supplier does not accept an adjustment, the Sales Partner and/or Supplier may terminate the Agreement with at least two (2) months' written notice prior to the date any such price adjustment is to become effective. The above termination right does not apply for yearly adjustments from and including the new calendar year, in accordance with the changes in the Danish Consumer Price Index. In case of late payment, late payment interest in accordance with the Danish Interest Act shall accrue from, but not including the due date and to the actual payment date. If the amount due is not paid within five (5) days after the due date, GoTo is entitled to suspend the Deliverables until all outstanding amounts have been paid.
12. INSURANCE
The Sales Partner and/or Supplier undertakes to maintain sufficient insurance to cover personal or property damage for the End customer in connection with the End customer's use of the Product.
The insurance shall be valid at the time when the Product is offered as part of the Service and shall not cease to be valid until the Product is no longer offered or can be used by the end customer.
14. GDPR
The parties undertake to comply with the applicable data protection legislation at all times.
15. LIABILITY
GoTo is responsible for managing any claims related to losses or damages that End customers may incur in connection with products, services, and/or activities purchased on GoTo HUB.
GoTo reserves the right to seek recourse from the Sales Partner and/or Supplier for claims against GoTo arising from circumstances for which the Sales Partner is responsible. The same applies if the Sales Partner and/or Supplier has acted in violation of this Agreement or provided incorrect or incomplete information to End customers, forming the basis of the claim.
The parties agree that GoTo shall be considered a marketer of the Product and is therefore not responsible for the content of the advertisement, the Product, or the sale as such.
GoTo shall not be held liable for complaints or compensation for the Product or any other claim, including liability for personal or property damage, asserted by the end customer in connection with their purchase of the Product through the Service. GoTo may refer claims against the Sales Partner and/or Supplier.
GoTo reserves the right to seek recourse from the Sales Partner and/or Supplier for claims against GoTo that are due to circumstances for which the Sales Partner and/or Supplier is responsible. The same applies if the Sales Partner and/or Supplier has acted in violation of this Agreement or provided incorrect or incomplete information to the end customer, which forms the basis of a complaint.
GoTo’s liability for breach of contract shall be limited to a one-month fee, based on the last twelve-month average.
16. SOFTWARE DISCLAIMER
This software is provided by the copyright holders and contributors “as is” and any express or implied warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose are disclaimed.
In no event shall the copyright owner or contributors be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of this software, even if advised of the possibility of such damage.
17. SALES PARTNERSHIP FRAMEWORK
GoTo exclusively collaborates with Sales Partners and refrains from establishing its own direct sales channels.
We prioritize Sales Partnerships with local organizers, activity providers, DMOs, and hotels to offer top-tier travel experiences. Our model emphasizes transparency, trust, and mutual benefit.
Committed to responsible tourism and cultural preservation, we guarantee not to compete with our Sales Partners. At GoTo , Sales Partnerships are central to our approach in delivering outstanding travel experiences.
18. COVID-19
Changes in state or local regulations related to Covid-19 measures causing delays or other deficiencies in relation to the Service shall not be considered a breach of the agreement by the Parties.
19. FORCE MAJEURE
Neither of the Parties shall be responsible towards the other Party for the failure to perform or delay in performing any of their obligations under this agreement, where such failure or delay occurs as a direct result of an action beyond the party's reasonable control, and which the party could not reasonably have expected. This includes, but is not limited to, strikes, lockouts, or other industrial disputes, government actions, fires, floods, epidemics, pandemics, or other events. Such conditions and their consequences must be immediately communicated to the other party.
20. BREACH OF CONTRACT
If a Party fails to fulfill its obligations under this Agreement, the other Party shall promptly notify the default in writing.
The Parties shall attempt to resolve the situation through negotiation. If negotiations do not lead to a resolution and the breach is material, the other party may terminate the Agreement with immediate effect and seek compensation for any documented direct losses unless the other party can demonstrate that the breach or the cause of the breach is not attributable to the defaulting Party.
Compensation for indirect losses, including business losses, lost profits, losses for third parties, or other consequential losses, cannot be claimed.
GoTo’s liability for breach of contract shall be limited to a one-month fee, based on the last twelve-month average.
21. CONFIDENTIALITY
Information that the Parties become aware of in connection with the Agreement and the execution of the Agreement shall be treated confidentially and not disclosed to third parties without the consent of the other Party.
The obligation of confidentiality shall continue to apply after the termination of the Agreement.
22. TRANSFER
GoTo has the right to, by written notice to the Sales Partner and/or Supplier, wholly or partially transfer it’s rights and/or obligations under this Agreement to a third party.
The Sales Partner and/or Supplier may not wholly or partially transfer it’s rights and/or obligations under this Agreement to a third party without prior written consent from GoTo.
23. AGREEMENT PERIOD
The Agreement comes into force on the day it is signed until terminated by either Party.
The Parties have agreed on the following termination conditions:
The Sales Partner and/or Supplier has the right to terminate the Agreement with three (3) months' notice in writing.
GoTo has the right to terminate the Agreement with three (3) months' notice in writing.
24. TERMINATION
During the notice period, the product(s) will be available for purchase by End customers, and the Supplier cannot withdraw a product from sale or change the product's availability if the product has been offered for sale before termination.
The Supplier is obligated to deliver the product that has been purchased by End customers during the Agreement period, including the termination period, even if the product cannot be used by end customers until after the termination period expires. The provisions of the agreement intended to apply or naturally applicable to the delivery of the ordered product shall remain in effect until the end customer has used the product.
At the end of the Agreement period, GoTo will remove the product from the Service and block access for all users of the Service associated with the Supplier.
Each of the parties is obligated to remove all references and links to the Service from their respective communication channels.
25. DISPUTE RESOLUTION
The Agreement is subject to and interpreted in accordance with Danish law.
Any dispute between the Parties concerning the Agreement shall be sought to be resolved through negotiation.
If the Parties cannot reach an agreement, the dispute shall be settled in a general court with Copenhagen District Court as the first instance.
26. MODIFICATION OF TERMS
Please be advised that the terms stipulated within the Agreement (Master Contract) are subject to change at any time at the sole discretion of GoTo. Any modifications will be communicated appropriately, and continued use or engagement after such modifications constitutes acceptance of these revised terms.