Terms & Conditions - BETA Version of Welcome to the World
(updated September 05, 2020)
Please take a few minutes to review these GTC carefully.
These General Terms and Conditions ("The GTC") form an integral part of the legal relationship (hereinafter("the Trial Participation Contract"): between individual parties invited to the Trial Version of the Welcome to the World Platform (hereinafter: the Platform) and Welcome to the World LLC (hereinafter: "WTTW") a limited liability company incorporated under the Federal Laws of the UAE and the laws of the Emirate of Sharjah.
Individual parties shall contract each individually with WTTW. The stipulations in these GTC and any other document shall also apply to the legal relationship between WTTW, and the individual Party is a TPO as defined in section 2 or otherwise, (each a "Party" and collectively the "Parties").
In case, during the BETA version period of the website, or thereafter, WttW identifies one or more Third Party legal person to operate the (regional) Platform as a franchisee (the Franchisee) and as the Party primarily responsible for the area(s) where the other Party is operating. These GTC shall also apply in the relation between this Franchisee and the other Party.
These GTC also apply for the benefit of the director(s), officers, employees, agents, representatives, suppliers and (sub) contractors of WTTW at any point in time.
This Platform is operated by WTTW for use by (TPO) Parties and partners of WTTW. It shall ultimately be accessible for natural and legal persons wishing to travel globally and have direct access. By using the Platform, Party agrees to be bound by these GTC and conditions, as they may be modified and replaced at any time by WTTW. If the TPO/Party does not agree with any of these GTC and conditions, do not use the Platform. WTTW reserves the right to seek all remedies available by law and equity in the event of a violation of these GTC and conditions.
In addition to GTC defined elsewhere in this Agreement, the following definitions apply throughout this Agreement, unless the contrary intention appears:
"Platform" means the website(s), apps, tools, platforms or other devices of WTTW on which the Service is and/or shall be made available.
"Tourist Product" means any service or product in the hospitality industry and tourist industry including without limitation, hotels, apartments, restaurants, bars, clubs, lounges, tourist attractions, theatres and so forth.
"TPO" or "TPO Party" means a Tourism Product owner, and a registered user of the Platform, who has signed up and created a user account to upload data and Content, either by invitation of WTTW or otherwise.
"Member" shall mean a visitor to the Platform and/or via the Platform to a site or other media connection of the TPO.
"Intellectual Property Right" means any patent, copyright, invention, database right, design right, registered design, trademark, trade name, brand, logo, service mark, know-how, utility model, unregistered design or, where relevant, any application for any such right, know-how, trade or business name, the domain name (with whichever extension) or other similar right or obligation whether registered or unregistered or other industrial or intellectual property right subsisting in any territory or jurisdiction in the world.
"Marketed Online" means marketed to the general public online by any means, including on mobile applications. This definition excludes specifically email, SMS (text message) and instant messaging communications that are not aimed at the general public.
"Offline Channel" means a channel that does not involve the use of the internet, such as bookings made in person at a TPO's reception, by telephoning a TPO property, or at a brick-and-mortar travel agency.
"Personal Data" means any information relating to an identified or identifiable natural person (including Member Data and credit card data).
"Platform" means the website(s), apps, tools, platforms and/or other devices of WTTW and its affiliated companies and business partners on or through which the Service is (made) available.
"Published Online" means made available to the general public online by any means, including on mobile applications. In the case of rates, the publication includes the display of the actual rates or sufficient detail for the consumer to calculate rates (e.g. xx% off, discount).
"Service" means the ability of (potential) members to make bookings or reservations directly with the TPOs represented on the Platform.
3. PLATFORM AND GTC OF USE MAY CHANGE:
WTTW may change (including but not limited to update, modify, add to or remove) the GTC at any time and without notice. WTTW may also change, terminate, suspend or discontinue any aspect of the Platform, including the availability of any features on the Platform. TPO Party's continued use of the Platform following the posting of such changes constitutes their Agreement to be bound by the changes as of the date of its introduction or termination. The other Party agrees that WTTW shall not be liable to the Party or any third party for any modification, suspension or discontinuation of the Platform or GTC.
WTTW publishes a wide variety of content sources from (TPO) Parties, business partners, and third parties. WTTW does not endorse any content, opinion, recommendation, or advice expressed therein, and WTTW expressly disclaims any liability in connection with the Content.
A TPO Party may submit Content. The Party understands that whether the Content is published by WTTW, WTTW does not guarantee any confidentiality with respect to Content. Party retains all of their ownership rights in their Content, but the Party is required to grant limited license rights to WTTW and other users of the Platform.
The Party represents and warrants that they have (and will continue to have during the use of the Platform) all necessary licenses, rights, consents, and permissions which are required to enable WTTW to use their Content for the purposes of the provision of the Platform by WTTW, and otherwise to use their Content in the manner contemplated by the Platform and these GTC.
The Party agrees that they will not post or upload any content which contains material that is unlawful for The Party to possess, use or make available in the country in which they are resident or have their seat of business, or which it would be unlawful for WTTW to use, possess or make available in connection with the provision of the Platform.
The Party agrees that the Content they submit to the Platform will not contain any third party copyright material or material that is subject to other third party proprietary rights (including rights of privacy or rights of publicity), unless The Party has a formal license or permission from the rightful owner, or are otherwise legally entitled, to post the material in question and to grant WTTW the license referred to below. In case the license or other form of permission granted to the TPO Party by a third party is revoked or ends by laps of time or contract, then the Party shall immediately remove the Content from the Platform and notify WTTW thereof.
WTTW can allow Parties like Bureaus of Tourism etc. to upload Content on the Platform. TPO Parties are advised to monitor whether such Content contradicts or overlaps its own Content, or otherwise may give cause or reason to modify their own Content.
WTTW can only accept content material that meets the technical requirements for upload, as indicated on the Platform, such as MP4 for videos. The Party uploading the Content is self-responsible to ensure that these requirements are met. To the extent that the Content is delivered in the form of a URL link by providers such as YouTube or Vimeo, then the Party is solely responsible for compliance with rules, regulations and procedures of such providers including without limitation, parties holding rights towards the Content.
WTTW may, but is not obliged to, present suggestions to a Party to follow certain formats or concepts of presentation of Content.
Notwithstanding any of the above, the Party shall ensure that none of the Content provided will violate any national or international regulations, cause, lead to or incite hate, abuse, discrimination, (political) violence or unrest etc.
5. USE OF PLATFORM
When a Party uploads or posts Content to WTTW he grants: to WTTW, its Franchisees and its strategic business partners, a worldwide, non-exclusive, royalty-free, license (with the right to sub-license) to use, reproduce, distribute, prepare derivative works of, display, and perform that Content in connection with the provision of the Platform and WTTW communications.
With the exception of Content uploaded/submitted to the Platform by The Party, all other Content on the Platform is either owned by or licensed to WTTW, and is subject to copyright, trademark rights, and other intellectual property rights of WTTW or WTTW's licensors. Any third-party trade or Service marks present on Content not uploaded or posted by The Party are trade or service marks of their respective owners. Such Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of WTTW or, where applicable, WTTW's licensors. WTTW and its licensors reserve all rights not expressly granted in and to their Content.
4.3. Restrictions on use
The Party shall not, directly or indirectly, (i) license, sell, lease, assign or otherwise transfer Content on the Platform or Platform software, (ii) alter or permit a third party to alter any part of the Content, Platform or Platform software; (iii) access or use any content, information or materials of any third party available at the Platform; (iv) use or permit the use of the Platform, Content or Platform software except for The Party's access to their own Member information; (v) distribute copies of information, materials or Content found on the Platform in any form (including by email or other electronic means), without prior written permission, or (vi) disassemble, decompile, reverse engineer or otherwise attempt to derive source code or other trade secrets from the Platform software.
The order in which the TPO Party is listed on the Platforms (the "Ranking") is determined automatically and unilaterally by WTTW. The ranking is based on and influenced by various factors, including but not limited to the type of partnership and fee paid by the TPO, the on-time payment record of the TPO, the number of visits to the relevant TPO page on the Platform and the click-throughs to the TPO's booking location (the "Conversion"), member ranking, The TPO Party shall not make any claim against WTTW regarding the Ranking of TPO.
During the BETA phase of the Platform, WTTW may invite persons to act as the envisaged future Members who can comment on and rank all videos available on the Platform. WTTW reserves the right to post these comments and scores on the Platforms. The TPO Party acknowledges that WTTW is a distributor (without any obligation to verify) and not a publisher of these comments.
WTTW undertakes to use its best efforts to monitor and review member reviews with respect to obscenities or the mention of an individual's name. WTTW reserves the right to refuse, edit or remove unfavourable reviews in the event that such reviews include obscenities or interfere with privacy laws.
WTTW will not enter into any discussion, negotiation or correspondence with the TPO with respect to (the Content of, or consequences of the publication or distribution of) the member reviews.
WTTW shall not have and disclaims any liability and responsibility for the Content and consequences of (the publication or distribution of) any comments or reviews howsoever or whatsoever.
6. TPO OBLIGATIONS:
6.1 The Party Data
Content provided by the "TPO" for inclusion on the Platforms shall include information relating to the asset (including videos, pictures, logo's and descriptions), its amenities and services. The Party agrees that they are solely responsible for the accuracy of any and all information input by The Party or provided to WTTW for use in conjunction with the Platform (the "data") and warrants that such data shall at all times be true, accurate and not misleading. Data shall not include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property rights of any third party, violates the privacy rights of any third party, or contains anything obscene, defamatory, harassing, offensive or malicious. WTTW reserves the right to edit or exclude any information upon becoming aware that it is incorrect or incomplete or in violation of the GTC and conditions of this Agreement.
6.2 Account and Passwords
The Party is responsible for all use of their account and maintaining the confidentiality of all passwords and information. Sharing of passwords and account information is at The Party's own risk. The Party is responsible for the security of all data saved to the Platform.
All prices mentioned in the Agreement are in United Arab Dirhams and exclusive of VAT unless stated otherwise.
Payment shall be made by the TPO directly to WTTW or a designated Franchisee, by means of bank transfer (to such bank account as identified by WTTW), within 30 days of invoicing date. The TPO shall bear all costs as charged by the banks for the transfer of the funds, without any deduction or set-off and free and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority.
8. MARKETING AND ADVERTISING:
WTTW is entitled to promote the TPO using the TPO's name(s) in online marketing, including email marketing and/or pay-per-click (PPC) advertising. WTTW runs online marketing campaigns at its own costs and discretion.
9.1 Respect Our Intellectual Property Rights
The Content of the WTTW Platform is protected by copyright, trademarks, database right and other intellectual property rights. The Party is allowed to retrieve and display the Content of the Platform on a computer screen, share on their social media, store such Content in electronic form on disk (but not any server or other storage device connected to a network) or print one copy of such Content for their own personal, non-commercial use, provided they keep intact all and any copyright and proprietary notices. The Party may not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or Content on the Platform without written permission from WTTW.
WTTW has taken appropriate measures to ensure that the Content contained on the Platform is accurate. However, WTTW does not warrant and makes no representation that Content provided on the Platform is accurate, appropriate or applicable for use in locations outside of the United Arab Emirates.
WTTW further disclaims and does not represent or warrant the following:
- That the Platform will operate without interruption, errors defects, bugs, viruses or other harmful components or that any defects appearing on the Platform will be corrected.
- Liability or responsibility for damage, theft, loss, injury or claim of liability of any kind based on or resulting from any content contained on the Platform or as a result of unauthorized access to, damage to or interception of any data or communications sent to or from, scraped from or stored on the Platform.
- Liability or responsibility to any person, firm or corporation for any loss, damage, injury, claim or liability of any kind or character based on or resulting from any data or Content contained on the Platform or the accidental release of such data or Content.
11. REPRESENTATIONS AND WARRANTIES:
Nothing in these GTC shall affect any statutory rights that The Party is always entitled to as a The Party and that The Party cannot contractually agree to alter or waive.
11.1 Representations and Warranties by the TPO Party
The TPO represents and warrants to WTTW that for the term of this Agreement:
(i) the TPO has all necessary rights, power and authority to use, operate, own (as applicable), (sub)license and have WTTW make available on the Platforms (a) the relevant TPOs, and (b) the Intellectual Property Rights with respect to, as set out or referred to in the TPO Information made available on the Platforms;
(ii) the TPO (which includes for the purpose of this warranty both the operator as well as the owner of the property) and its (their) directors and (direct, indirect and ultimate (beneficial)) owners (and their directors) are not in any way connected to, part of, involved in or related to or under the control, management or ownership of:
(a) terrorists or terrorist organizations;
(b) parties/persons (i) listed as (special) designated nationals/entities or blocked person/entities, or (ii) otherwise subject to any applicable trade embargo, or financial, economic and trade sanctions; and
(c) parties/persons guilty of money laundering, bribery, fraud or corruption.
11.2 Representations and Warranties by the WTTW
WTTW represents and warrants to the other Party that it and its Franchisees, if any, have been or shall be duly incorporated and permitted to conduct business as described in these GTC. 11.1 Representations and Warranties by the WTTW.
11.3 Representations and Warranties by the WTTW
Each Party represents and warrants to the other Party that for the term of this Agreement:
(i) it has the full corporate power and authority to enter into and perform its obligations under this Agreement;
(ii) it has taken all corporate action required by it to authorize the execution and performance of this Agreement;
(iii) this Agreement constitutes legally valid and binding obligations of that Party in accordance with its GTC; and
(iv) each Party shall comply with all applicable governmental laws, codes, regulations, ordinances and rules of the country, state or municipality under which law the relevant Party is incorporated with respect to the products (to be) offered and/or services (to be) rendered by such Party.
Except as otherwise expressly provided in this Agreement, neither Party makes any representations or warranties, express or implied, in connection with the subject matter of this Agreement and hereby disclaims any and all implied warranties, including all implied warranties of suitability or fitness for a particular purpose regarding such subject matter.
12. INDEMNIFICATION AND LIABILITY:
12.1 Limitation of Liability
WTTW disclaims and excludes any all liability with respect to the TPO which is related to any (temporary and/or partial) breakdown, outages, downtime, interruption or unavailability of the Platforms, the Service and/or the Extranet. WTTW provides (and the TPO accepts) the Service and the Platform on an "as is" and "as available" basis.
WTTW shall specifically, without limitation, not be liable to The Party for:
- any indirect or consequential losses which may be incurred by The Party. This shall include; (i) any loss of profit (whether incurred directly or indirectly); (ii) any loss of goodwill or business reputation; (iii) any loss of opportunity; or (iv) any loss of data suffered by The Party;
- any loss or damage which may be incurred by The Party as a result of any reliance placed by The Party on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between The Party and any advertiser or sponsor whose advertising appears on the Platform;
- any changes which WTTW might make to the Platform, or for any permanent or temporary cessation in the provision of the Platform (or any features within the Platform);
- the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through The Party's use of the Platform;
- The Party's failure to provide WTTW with accurate account information;
- The Party's failure to keep your password or WTTW account details secure and confidential.
- The limitations on WTTW's liability to The Party in the paragraph above shall apply whether or not WTTW has been advised of or should have been aware of the possibility of any such losses arising.
12.2 Further limitation of liability
In case, in spite of the first section of this article, 12, WTTW would be held liable, this liability shall at all times be limited to:
- The total amount of fees (not including amounts for advertising, digital marketing and so forth) paid by the Party to WTTW in the last 12 months before the alleged instance of liability;
- The maximum amount paid out by an insurer on general liability insurance carried from an insurance company in case of an established liability increased with the amount of an own risk under such policy.
13. LINKING TO OUR PLATFORM & THIRD-PARTY WEBSITES:
- The Party may link to our Platform, provided they do so in a way that is fair, legal and does not damage our reputation or take advantage of it.
- The Party must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
- The Party must not establish a link to our Site in any website that is not owned by The Party.
- WTTW reserves the right to withdraw linking permission without notice.
- WTTW has no control over website links included in the Platform, and therefore WTTW is not responsible for the Content, offers or anything else outside the Platform.
14. APPLICABLE LAW AND DISPUTE RESOLUTION:
14.1 Applicable law
This GTC are subject to the Federal laws of the United Arab Emirates and the Emirate of Dubai, UAE.
14.2 Dispute resolution
WTTW will try to solve any problems quickly and efficiently. Parties shall try to achieve an amicable solution in case of disputes. A dispute arises, when either Party claims so and attempts at an amicable solution are unsuccessful within four weeks after the issue has arisen.
Disputes shall be resolved by the competent court in Dubai, United Arab Emirates.
When the dispute concerns payment of fees by the TPO Party to WTTW however, WTTW reserves the right to take legal action against the TPO Party, if that Party has its legal seat of business outside the UAE, in the country in which the TPO Party resides.
15. COOPERATION AND EFFORTS TPO PARTY:
Parties agree and understand, that during the so-called BETA phase of the Platform, preparations need to be made, to enable third parties, like potential members or potential customers who wish to book/purchase through the Platform, to do so. It is the intention of Parties, that any such purchases or bookings, will be made directly by said third-parties via the websites, apps or other media of the TPO Parties, after clicking or otherwise connecting via the Platform. Without this constituting a business partnership in general terms between the TPO Party and WTTW, it requires a certain degree of cooperation and consultation, to achieve an optimum result.
TPO Parties commit to the following:
- create/enable direct links from the Platform to specific locations on their own websites, e.g. booking for a specific hotel;
- realize suitability of their own booking system for accepting direct booking;
- ensure a smooth connection where necessary in terms of compatibility.
16. TERM, TERMINATION AND SUSPENSION:
Unless agreed otherwise, an Agreement shall commence on the date hereof for an indefinite period of time, as soon as Parties have completed the registration process. Each Party may terminate the Agreement at any time and for any reason, by written notice to the other Party with due observance of a notice period of 14 days.
Each Party may terminate this Agreement (and close the presence of the TPO on the Platforms) or suspend (all or part of its obligations, covenants and undertakings under) this Agreement with respect to the other Party, with immediate effect and without a notice of default being required in case of:
(a) a material breach by the other Party of any term of the Agreement (e.g. delay of payment, insolvency, the provision of the wrong information); or
(b) (filing or submission of a request for) bankruptcy, insolvency, or suspension of payment (or similar action or event) with respect to the other Party.
Any notice or communication by WTTW of "closure" ("close", "closed") of the TPO on the website (or similar wording) shall mean the termination of the Agreement. After termination, suspension or closure, the TPO shall honour outstanding reservations for Guests.
In the event of a "change of ownership" with respect to the ownership or operation of the property (including any assignment, transfer or novation of this Agreement), the TPO agrees and acknowledges that the new owner/operator shall be entitled to use the TPO Information as made available by the TPO prior to the change of ownership (including the guest reviews) and have access to the relevant (financial and operational) performance, management and (Member) data and the TPO shall in any event be and remain responsible and liable for all obligations, claims and liabilities related to the period, or accrued prior to the change of ownership.
WTTW shall be entitled to terminate this Agreement with immediate effect in the event of (termination due to) a breach of contract of (including act or event of default or failure to perform any obligation under) any other agreement between WTTW on the one hand and the TPO (or any Party that (directly/indirectly) owns or controls, is controlled by or under the common control with the TPO) on the other hand.
Parties understand and agree that in the performance of the Agreement, each Party may have access to or may be exposed to, directly or indirectly, confidential information from the other Party (the "Confidential Information"). Confidential information may include Member/customer Data, transaction volume, marketing and business plans, business, financial, technical, operational and other such non-public information either that a disclosing party designates as being private or confidential or which a receiving party should reasonably know should be treated as private and confidential.
Each Party agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing Party and receiving Party shall not use any Confidential Information for any purpose except in furtherance of this Agreement; (b) it shall maintain, and shall use prudent methods to cause its employees, officers, representatives, contracting parties and agents (the "Permitted Persons") to maintain, the confidentiality and secrecy of the Confidential Information; (c) it shall disclose Confidential Information only to those Permitted Persons who need to know such information in furtherance of this Agreement; (d) it shall not, and shall use prudent methods to ensure that the Permitted Persons do not, copy, publish, disclose to others or use (other than pursuant to the GTC hereof) the Confidential Information; and (e) it shall return or destroy all ((hard and soft) copies of) Confidential Information upon written request from the other Party.
Notwithstanding the foregoing, (a) Confidential Information shall not include any information to the extent it (i) is or becomes part of the public domain through no act or omission on the part of the receiving Party, (ii) was possessed by the receiving Party prior to the date of this Agreement, (iii) is disclosed to the receiving Party by a third party having no obligation of confidentiality with respect thereto, or (iv) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, and (b) nothing in this Agreement shall prevent, limit or restrict a Party from disclosing this Agreement (including any technical, operational, performance and financial data (but excluding any Member Data)) in confidence to an affiliated (group) company.
Parties shall use commercially reasonable efforts to safeguard the confidentiality and privacy of Member Data and to protect it from unauthorized use or release. Each Party agrees to comply with all applicable (data and privacy) laws, rules and regulations of the jurisdiction where such Party is incorporated.