PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE REGISTERING. BY ACCESSING, USING ANY PART OF OUR WEBSITE OR BECOMING A SERVICE PROVIDER, YOU AGREE TO BE BOUND BY THIS DOCUMENT. THIS AGREEMENT IS IN FORCE BETWEEN WUNDERBOOK AND YOU (HEREAFTER REFERRED TO AS “SERVICE PROVIDER” OR “YOU”) AND IS EFFECTIVE AS OF THE DATE YOU REGISTER ON THE WEBSITE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, YOU WILL NOT BE ABLE TO USE OUR WEBSITE OR APP, AND YOU WILL NOT BE ABLE TO PROVIDE THE SERVICES RELATED TO IT.
Wunderbook and Service Provider shall jointly be referred to as “Parties” and separately as “Party”.
Definitions and Interpretation
In this Agreement, unless the context requires otherwise, the following terms shall have the following meanings:
“Agreement” means this Service Provider Terms & Conditions, as originally agreed on the date of e-mail and/or link verification by the Service Provider, as amended, modified or supplemented in writing from time to time in accordance with the terms of this agreement.
“Application” or “App” means the mobile solution developed by Wunderbook in order to facilitate the use of the Booking Services by the Users and Service Providers.
“Service Provider” means the company registering an account with Wunderbook. The term shall also include an administrator of a Service Provider’s account.
“Confidential Information” shall have the meaning ascribed to such term in Clause 18 of the Agreement.
“Customer” shall refer to those Visitors or Users of the Website and/or App;
“Booking Services” refers to the services to be provided by Wunderbook.
“Intellectual Property Rights” means copyrights, trademarks, service marks, trade dress, publicity rights, database rights, patent rights, and other intellectual property rights or proprietary rights recognized by law.
“User” refers to any person accessing, creating an user account and availing the services offered by the Website or the Application.
“Website” refers to https://wunderbook.ie or other Websites that Wunderbook may adopt for fulfilment of the objectives. The Website will be used to list the Service Providers.
In this Agreement (unless the context requires otherwise):
Wunderbook grants the Service Provider a personal, limited, non-exclusive license to use the Website and services for your non-commercial use. To the fullest extent permitted by applicable law, this license granted to use is non-transferable. The Service Provider may not copy (except as expressly permitted by this license and any other applicable terms, conditions, or usage rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Website or the content therein.
The Website is intended for professional use for the Service Providers. The Service Provider is responsible for maintaining the secrecy of their passwords, login name/user-id and account information at all times and shall be directly responsible for any and all use of the Website by anyone using their login information and password whether with or without their permission.
Make all contributions in English, as this will be the language of moderation for the Website and Application.
WHILE WE MAKE REASONABLE EFFORTS TO PROVIDE ACCURATE CONTENT, WE MAKE NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO ACCURACY OF THE DATA PROVIDED BY THE USERS, OR ANY OTHER CONTENT AVAILABLE THROUGH THE SERVICES. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON ANY SUCH CONTENT.
The trademarks, logos and service marks (“Marks”) displayed on the Website are the property of Wunderbook and other associated parties and Service Providers. The Service Provider is prohibited from using any Marks for any purpose without Wunderbook’s written permission. All information and content including any software programs available on or through the Website (“Content”) is protected by copyright. The Service Provider is prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or using any Content available on or through the Website for commercial or public purposes.
The Service Provider hereby acknowledges and agrees that Wunderbook and all its other third-party Service Providers exclusively own all rights, title and interest in and to the Platform and the services provided, and any associated documentation, content, and deliverables (collectively, the “Documentation”) developed and/or provided during the Services and all Intellectual Property Rights therein. The Service Provider also acknowledges that the Platform and Documentation contain confidential and proprietary information and trade secrets belonging to Wunderbook, as well as its other third-party Service Providers, and that nothing herein gives the care Provider any right, title or interest in the Platform or Documentation except for Service Provider’s own Intellectual Property rights. The possession, access, and use of our services do not transfer to the Service Provider, or to any third-party, any rights, title, or interest in or to such intellectual property rights belonging to us.
The Service Provider further acknowledges that the Services may contain information which is designated confidential by Wunderbook and that they shall not disclose such information without Wunderbook’s prior written consent.
The Service Provider must not, without prior written consent from Wunderbook:
Wunderbook and Service Provider are desirous of collectively carrying on an arrangement relating to Booking Services for events. The overall objective of this Agreement is to enable Customers to book a reservation to the events organized by the Service Provider, through the use of the App.
Subject to the terms of the Agreement, we grant to the Service Provider and they accept a non-exclusive, personal, non-transferable, limited right to have access to and to use the services for the duration of our engagement.
The aforementioned right does not extend to: (a) make the Service, in whole or in part, available to any other person, entity or business; (b) modify the contents of the Service and the Website or use such content for any commercial purpose, or any public display, performance, sale or rental other than envisaged in the Agreement; (c) copy, reverse engineer, decompile or disassemble the Service or the Website, in whole or in part, or otherwise attempt to discover the source code to the software used; or (d) modify or combine the System with any other services not provided or approved by Wunderbook.
Service Provider will obtain no rights to the System except for the limited rights to use the Service or Websiteexpressly granted by these Terms.
The initial term of this Agreement shall be for a period of two (2) years, commencing from the Effective Date unless terminated earlier as provided under this Agreement. Thereafter, the Agreement shall be renewed automatically for successive one (1) year term(s) unless either Party intimates its intention for non-renewal by providing a thirty (30) day notice to the Other Party before the expiry of any renewed term thereof. The obligations of the Parties under this Agreement would continue beyond the termination or expiration of this Agreement and shall survive any termination, cancellation or expiration of this Agreement.
The Service Provider must register an Account with Wunderbook in order to use the Service. Wunderbook may assist the Service Provider in the registration procedure, or can even create the account on behalf of the Service Provider and send the credentials by email. The Service Provider acknowledges that the account is personal or proprietary to the Service Provider or their practice and that they are expected to treat the account as confidential. The Service Provider agrees to provide accurate, current and complete information about the practice and Service Provider’s credentials as prompted by the registration form. By establishing an account with Wunderbook, the Service Provider represent that:
Service Provider agrees that their registration is subject to verification by Wunderbook of their identity and credentials. As part of the registration process and at any time thereafter, Service Provider may be required to provide Wunderbook with various information such as business domain and other information in order to prove their credentials as a valid event organizer (“Credential Information”). Wunderbook may verify such credential information or may ask the Service Provider for additional information. We may also make enquiries from third parties to verify the authenticity of theircredential information. Service Provider authorizes Wunderbook to make such enquiries from such third parties, and Service Provider agrees to hold them and Wunderbook harmless from any claim or liability arising from the request for or disclosure of such information. Service Provider agrees that Wunderbook may terminate their access to or use of the Services at any time if they are unable at any time to determine or verify their credential information. Wunderbook reserves to right to carry out re-verification of credential information as and when required, and the above rights and commitments will extend to re-verification as well.
• Service Provider will implement and maintain appropriate administrative, physical and technical safeguards to protect the Service from access, use or alteration; and
7.3 No Third-Party Access
Service Provider will not permit any third party to have access to or to use the System or the Services without Wunderbook’s prior written consent. Service Provider will not allow any third party to access the System or provide information to Registered Users/ Non-Registered Users on the Website. Service Provider will promptly notify Wunderbook of any order or demand for compulsory disclosure of information, if the disclosure requires access to or use of the System or Services.
7.4 Submitted Content
Wunderbook does not claim ownership of any materials the Service Provider makes available through the Website. At Wunderbook’s sole discretion, such materials may be included in the Service in whole or in part or in a modified form. With respect to such materials the Service Provider submits or makes available for inclusion on the Website, they grant Wunderbook a perpetual, irrevocable, non-terminable, worldwide, royalty-free and non-exclusive license to use, copy, distribute, publicly display, modify, create derivative works, and sublicense such materials or any part of such materials (as well as use the name that you submit in connection with such submitted content). The Service Provider hereby represents, warrants and covenants that any materials provided does not include anything (including, but not limited to, text, images, music or video) to which they do not have the full right to grant the license. We take no responsibility and assume no liability for any submitted content posted or submitted by the Service Provider. If the Service Provider does not agree to these terms and conditions, they will not provide us with any submitted content. The Service Provider agrees that they are fully responsible for the content submitted. The Service Provider is prohibited from posting or transmitting to or from this Website: (i) any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material or content that would violate rights of publicity and/or privacy or that would violate any law; (ii) any commercial material or content (including, but not limited to, solicitation of funds, advertising, or marketing of any good or services); and (iii) any material or content that infringes, misappropriates or violates any copyright, trademark, patent right or other proprietary right of any third party. The Service Provider shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of content to this Website.
8.1. Service Provider is solely responsible for ensuring that their use of the Services complies with applicable law. Service Provider will also ensure that their use of the Website and the Services is always in accordance with the terms of the Agreement. Service Provider will not undertake or permit any unlawful use of the System or Services, or take any action that would render the operation or use of the System or Services by us.
8.2. Without limiting the generality of the foregoing, Service Provider represent that Service Provider shall not use the System in violation of any applicable laws. Notwithstanding the generality of the foregoing, Service Provider shall not use the Service to directly or indirectly solicit Registered Users for consultation or claim to be a specialist, through the Services or Website, unless Service Provider have a special qualification in that branch. Service Provider shall also keep Their Credential Information updated and will inform Wunderbook immediately should any portion of Their Credential Information be revoked, is cancelled or expires.
9.1. The scope of service of each Party shall be as defined below with the role of Wunderbook being primarily to present the list and details of Service Provider’s events to the Customers and to enable the Customers to book reservations and make payment related to such reservations.
Service Provider shall not use the Services to:
Wunderbook may promote the business, Wunderbook may take steps to disseminate information to the prospective Customers through Blogs, Social Media and any other promotional means.
10.1. Service Provider hereby acknowledges that Service Provider may get access to User Information.
10.2. Service Provider represent and warrant that they will, at all times during the use of the Services and thereafter, comply with all nationally and internationally applicable laws that may now or hereafter govern the collection, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of user information.
10.3. Notwithstanding the generality of the aforementioned provision
(b) Service Provider represent and warrant that Service Provider will not use the Information of Customer, Registered and Non-Registered Users for any other purpose than for providing information to such Registered Users and Non-Registered Users and /or fixing appointments with the Customer.
Wunderbook shall, in no manner whatsoever, be responsible or liable for any payments to the Service Provider in relation to the Services availed by the Customers;
Nothing in this Agreement shall be construed to create a relationship of employer and employee, principal and agent, partnership, joint venture, or any relationship other than that of independent parties contracting with each other solely to carry out the provisions of this Agreement.
13.1. Each Party represents and warrants to the other Party that:
13.2. Wunderbook disclaims any and all responsibility or liability for the accuracy, completeness, reliability or availability of Customer’s data / information collated by Wunderbook. The Customer’s data / information is provided “as is” and is available without warranty of any kind, either expressed or implied or statutory.
In accordance with worldwide Regulation on personal data privacy and security, and more specifically in accordance with the General Data Protection Regulation (GDPR), this Data Processing Covenant enters into force if and when the Services entail processing of the Customer’s Personal Data. Under this Covenant, Wunderbook is the Controller and the care Provider is the Processor of Personal Data.
In accordance with the present Terms & Conditions, the Wunderbook platform is provided as Software as a Service, and the Controller has clearly defined the purposes of collection of Personal data, and has ensured that the processing of the Personal Data is lawful before it is transferred to the Processor.
The Processor will have access to the contact information of Controller’s Customers, the extent of which is determined and controlled by the Customer in its sole discretion, and other Personal Data such as inquiries, email data, and other eventual electronic data submitted, stored, sent, or received by the Controller via the Platform.
Within the scope of this Data Processing Covenant, and in its use of the services, the Processor shall be solely responsible for complying with the statutory requirements relating to data protection and privacy, in particular regarding the disclosure of Personal Data to other entities except the Controller, and the Processing of Personal Data. Processor must process personal data only in accordance with present arrangements and the instructions of Controller, unless required to otherwise process the data by investigations, by law enforcement or national security agencies.
Processor may not use the personal data provided for processing for any other purpose, particularly for its own purposes. Copies or duplicates of the personal data must not be created without Controller’s knowledge.
Processor undertakes to provide Controller with the relevant information about the fulfillment of the connection between the processor and the Customer. Processor guarantees that the data processed for Controller will be strictly separated from other data.
If the Processor believes that an Instruction of the Controller infringes the Data Protection Law, it shall immediately inform the Controller without delay. If Processor cannot process Personal Data in accordance with the Instructions due to a legal requirement under any applicable European Union or United States law, the Processor will (i) promptly notify the Controller of that legal requirement before the relevant Processing to the extent permitted by the Data Protection Law; and (ii) cease all Processing (other than merely storing and maintaining the security of the affected Personal Data) until such time as the Controller issues new instructions with which Processor is able to comply. If this provision is invoked, Processor will not be liable to the Controller under this Data Processing Covenant for any failure to perform the applicable services until such time as the Controller issues new instructions in regard to the Processing.
Processor shall take the appropriate technical and organizational measures to adequately protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data. Such measures include, but are not be limited to:
The services, the Website the system, access to the system and the information contained on the system is provided “as is” and “as available” basis without any warranty of any kind, expressed or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Service Provider is solely responsible for any and all acts or omissions taken or made in reliance on the system or the information in the system, including inaccurate or incomplete information. It is expressly agreed that in no event shall we be liable for any special, indirect, consequential, remote or exemplary damages, including but not limited to, loss of profits or revenues, loss of use, or loss of information or data, whether a claim for any such liability or damages is premised upon breach of contract, breach of warranty, negligence, strict liability, or any other theory of liability, even if we have been apprised of the possibility or likelihood of such damages occurring. We disclaim any and all liability for erroneous transmissions and loss of service resulting from communication failures by Service Providers or the system.
You acknowledge that other users have access to the system and are receiving our services. Such other users have committed to comply with these terms & conditions and our policies and procedures concerning use of the system; however, the actions of such other users are beyond our control. Accordingly, we do not assume any liability for or relating to any impairment of the privacy, security, confidentiality, integrity, availability, or restricted use of any information on the system resulting from any users’ actions or failures to act.
NOTWITHSTANDING THE OTHER TERMS OF THESE TERMS, IN THE EVENT WUNDERBOOK SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, THE SERVICE PROVIDER AND WUNDERBOOK AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE VALUE OF ANY FEES RECEIVED BY WUNDERBOOK FROM THE SERVICE PROVIDER IN THE PRECEDING THIRTY DAYS. IT IS LASO AGREED THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN THE SERVICE PROVIDER AND WUNDERBOOK.
17.1. The Parties shall indemnify, hold harmless and defend each other and its shareholders, officers, directors, employees and affiliates from and against all and any charges, claims, damages, costs, suits, judgments, decrees, losses, expenses (including reasonable legal fees), penalties, demands liabilities and causes of action, of any kind or stature (“Claims”), based upon, relating to, or arising out of a breach or claimed breach or failure of any of the covenants, representations or warranties under this Agreement.
17.2. The Service Provider shall also be liable to indemnify Wunderbook and its shareholders, officers, directors, employees and affiliates for any unlawful disclosure of information of the Customer, damage, death, injury, other mishap or any complications that require additional treatment caused to the Customer due to the negligence of the Service Provider and/or its staff performing their duty or fulfilling their obligations under this Agreement. Further, Service Provider shall also be liable to indemnify and hold harmless Wunderbook from Claims arising due to breach of or failure to protect the confidentiality of the Customers.
17.3. It is expressly clarified that Wunderbook shall not be liable for or be made a party to any claim that maybe made against the Service Provider by the Customer concerning the events organized by the Service Provider.
17.4. Notwithstanding what is stated hereinabove, Wunderbook shall not be liable for any liability for incidental, consequential, indirect, special, punitive damages or liabilities of any kind, or for loss of revenue, loss of business or other financial loss arising out of or in connection with this Agreement, regardless of the form of action, whether in contract, tort (including negligence) or otherwise, even if any representative of a Party has been advised of the possibility of such damages. Wunderbook’s aggregate liability arising or accruing under this Agreement for any damages shall not exceed 250 EUR [two hundred and fifty EURO].
18.1. The Parties agree to maintain and hold in strictest confidence, confidential information with respect to the affairs of each other. “Confidential Information” means any non-public information that relates to the actual or anticipated business or research and development of the Parties including, but not limited to, this Agreement and its terms thereof, the scheme of the Arrangement between the Parties, the business model of Wunderbook and its working methodology, Customer data, research, product plans or other information regarding either Party’s products or services and markets therefore, customer lists and customers, finances or other business information. The Parties shall however be permitted to disclose the Confidential Information of the other Party to the Service Provider and/or the Customer to the extent required for the purpose of this Arrangement.
18.2. Service Provider also agrees to maintain adequate administrative, technical, and physical safeguards to protect the confidentiality of personal information of the Customers. Any breach of security or unlawful disclosure of personal information of a Customer shall be reported to Wunderbook within two (2) days of the learning of such breach or disclosure and may be a ground for termination of this Agreement.
18.3. It is clarified that Wunderbook shall not be responsible for any claim arising under this Clause due to breach of Confidentiality by the Service Provider and Service Provider shall be liable to indemnify Wunderbook for any losses arising as a result of the same.
18.4. The provision on confidentiality under this Clause is binding and shall survive the termination of this Agreement.
19.1. Termination with cause
Either Party may terminate this Agreement if:
19.2. Termination without cause
Either Party may terminate this Agreement at will, after giving 15 days prior written notice of the same to the Other Party.
19.3. Consequences of Termination
20.1 Any claim, controversy, difference or dispute between the Parties shall be attempted to be resolved through mutual negotiations within a period of 30 days from the date of such dispute arising.
20.2 If the dispute is not resolved by negotiation within the above referred 30 days, the Parties shall be bound to submit all disputes and differences howsoever arising out of or in connection with this Agreement to arbitration by sole arbitrator appointed by mutual agreement of the Parties, or in the absence of such an agreement within 15 days after a Party first proposes an arbitrator, the dispute shall be resolved by an arbitral tribunal composed of three arbitrators, one of whom shall be appointed by each Party within 15 days after expiry of the 15 days period. The third arbitrator shall be selected by the mutual agreement of the first two arbitrators within 15 days after the last of the first two arbitrators has been appointed. The place of arbitration shall be the Republic of Ireland.
The language to be used in the arbitration proceedings shall be English. The award of the arbitration proceedings will be final and binding on all Parties to the Agreement.
This Agreement is governed by and is to be construed in accordance with the laws of Republic of Ireland. The courts of Republic of Ireland shall have exclusive jurisdiction with respect to all actions arising out of or in relation to this Agreement, its performance or breach thereof.
The Company respects the intellectual property rights of others and expects the users of its services to do the same. If you believe that any content appearing in the Product has been copied in a way that constitutes copyright infringement, please forward the following information to the Company.
To file a copyright infringement notice, you will need to send a written communication that includes the following to the address listed below:
The Courts of Republic of Ireland shall have exclusive jurisdiction with respect to this Agreement.
23.1. Survival: Termination of this Agreement will not terminate, affect, or impair any rights, obligations, or liabilities of either Party, which may accrue prior to such termination.
23.2. Non-Solicit: During the Term of this Agreement, Either Party will not, without the Other Party’s prior written consent, directly or indirectly, solicit or encourage any employee or contractor of the Other Party or its affiliates to terminate employment with, or cease providing services to, the Other Party or its affiliates.
23.3. Assignment: This Agreement shall not be assigned, in whole or in part, by the Service Provider, without the prior written consent of Wunderbook. However, Wunderbook may assign this Agreement, at its discretion, to such affiliate/s as it may deem fit without prior notification to the Service Provider. Further, this Agreement shall continue and will remain unaffected by reason of change in control of Wunderbook. This Agreement will be binding upon and will inure to the benefit of the Parties and their representatives and respective successors and permitted assigns.
For the purposes of this Agreement, ‘change in control’ shall mean the direct or indirect change in the ownership, operation or control of Wunderbook whether resulting from merger, acquisition, share transfer / subscription, consolidation or otherwise.
23.4. Waivers: No Party will be deemed to have waived any of its rights, powers or remedies hereunder unless that Party approves such waiver in writing.
23.5. Entire Agreement: This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof, and all prior negotiations and understandings, whether oral or written, are superseded hereby.
23.6. Severability: Each section of this Agreement is severable. If any provision is held unenforceable by a court of competent jurisdiction, such ruling shall not impair any other provision that remains intelligible and all other provisions shall continue in effect.
23.7. Counterparts: This Agreement may be executed in counterparts, with each counterpart being considered as the original Agreement.
23.8. Compliance with Laws: Each Party shall comply with all applicable laws and regulations in performing its obligations under this Agreement and shall be individually liable for any and all non- compliance of any regulation/law/guideline/order etc. on its part.
23.9. Notices: All notices required or desired to be given hereunder will be in writing and can be either be delivered personally or be sent by electronic communication (with a copy by ordinary mail) or by registered or certified mail. If sent by electronic communication, notices will be deemed to have been given on the same day on which the notice is sent. If notice is sent by registered or certified mail or is delivered personally, it shall be deemed to have been given on the day on which the notice is received or when delivery is refused.