TERMS AND CONDITIONS
A) TERMS OF SERVICE
These general terms and conditions (hereinafter referred to as “Terms”) govern the use of the Service (as hereinafter defined) provided by Edgar SRL via its “Platform”, consisting of http://www.edgarsmartconcierge.com/ and http://www.guidemeright.com/ websites (hereinafter referred to as “Website”) and their applications for mobile devices (hereinafter referred to as “Application”), by the end user (as hereinafter defined). Website and application, hereinafter also the Platform.
The User agrees with these Conditions and undertakes to comply with them adopting one of the following behaviors:
- by signing up for the Website or downloading the application; and/or
- using the Services; and/or
- using the Platform in any other way.
The user undertakes not to use the Service and the Platform whether he does not agree with these conditions and to carefully read the Conditions before using the Service and the Platform.
Pursuant to and in accordance with these Conditions the following definitions apply. All the terms used in the singular number also apply when used in the plural numbers and vice versa:
“DG Account” refers to the profile created by the user when he signs up for the Platform;
“GMR’s Affiliate” refers to any operator who subscribes under the Affiliate Program aimed at publishing advertisements on www.guidemeright.com Website.
“DG’s Affiliate” refers to any tourist accommodation establishment or any other tour operator that signs up for the product of the application Edgar Smart Concierge and distributes products and aggregated services to DG’s customers;
“Other Providers” refers to the providers of integrated services within the Platform, or external services but linked to the Platform.
“Advertisement” generally refers to the Activity, the Service of the Local Provider, the Service of Other Providers and/or the Internal Service offered respectively by the Local Friend, the Local Provider, other Providers and by DG’s Affiliate.
“Selected advertisement” stands for the Advertisement selected by the Guest among those offered by the Service Providers.
“Affiliate’s Application” stands for the content accessible through the application of DG’s Affiliate following the insertion of the corresponding accommodation code;
“Activity” stands for the activities / experiences implemented by the Local Friends.
“Booking Code” stands for the code needed to book the advertisements through the application.
“Business Partner’s Code”: Code entrusted to the business partner by Edgar at the time of the conclusion of the Agreement corresponding to the first and last name (or trade name) of the Business partner. The Business Partner’s Code must be written down by DG’s Partner in the reference field when he signs up for the Extranet and/or must be reported in the paper-based Affiliation Contract.
“Accommodation code” stands for the code required to access the Affiliate’s application via the application.
“Affiliate’s Commission” stands for the costs that DG charges its Affiliate to use the Service and it is calculated as a percentage of the Internal Service Price of DG’s Affiliate sold through the Platform. DG’s Affiliate views the commission upon receiving a booking request and it is retained by DG from the Internal Service Price of its Affiliate.
“Other Providers’ Commission” stands for the costs that DG charges the Partner to use the Service and it is calculated as a percentage of the Partner Service Price sold through the platform. The Commission of other Providers is set out by the parties by private agreement.
“Guest’s Commission” stands for the commission that DG charges the Guest to use the service. Any Guest’s Commission is calculated according to the tariff quota established by DG and, where present, the Guest is able to view it before sending the Local Friend or the Local Provider a booking request.
“Local Friend’s Commission” stands for the costs that DG charges the Local Friend to use the Service and it is calculated as a percentage of the Price of the Experience sold through the Platform. The Local Friend is able to view the Commission upon receiving a booking request and is retained by DG from the Price of the Experience.
“Local Provider’s Commission” refers to the costs that DG charges the Local Provider to use the Service and it is calculated as a percentage of the Price of the Local Provider’s Advertisements sold through the platform. The Local Provider is able to view the Commission upon receiving a booking request and it is retained by DG from the Local Service Provider.
“Service Provider’s Commission” generally stands for the costs that DG charges the Service Provider to use the Service and it is calculated as a percentage of the Price of the Advertisement sold by the Service Provider through the Platform.
“DG’s Contents” refers to all contents that DG makes available through the Website or the Application (as texts, graphics, images, music, software, audio, video, etc..) including any Licensed content from a third-party, with the exception of the Members’ Contents.
“Users’ Content” refers to any information as texts, images, audio recordings and/or video or the like published by Users in the Platform.
“Affiliation Agreement DG” stands for the contract signed online by DG’s Affiliate when he signs up for DG Extranet and/or offline in hard copy ad which specifies the conditions of cooperation between EDGAR and DG’s Affiliate.
“Credentials” stands for the authentication details such as User ID and password chosen by the User when he signed up for the Platform.
“Duration” stands for the estimated time needed by the Service Provider to perform every single Advertisement.
“Edgar” or “DG” refers to Edgar srl, with registered office in Z.I. (Industrial Area) Predda Niedda Str 2/1 in Sassari (07100), VAT Number 02550580902, Rea Economic and Administrative Index n. 185222.
“Experience” refers to the Activity chosen by the Guest among the Advertisements offered by the Local Friend.
“Extranet” refers to the section of the platform accessible by DG’s Affiliate using its credentials in order to manage the Affiliate’s application.
“Affiliate’s Profit” stands for any commission accruing to DG’s Affiliate or GMR’s Affiliate who publishes DG’s advertisements after having subscribed DG’s Associate Program.
“Partner’s Profit” stands for any commission accruing to the Partner.
“Guest” refers to Users who receive advertisements offered by Service Providers through the Platform.
“Affiliate Link” stands for the tracking link issued to GMR’s Affiliate following the subscription of the Associate Program for the publication of DG’s advertisements.
“Local Friends” refers to Users enabled to offer Guests activities through the Platform.
“Local Providers” refers to Users enabled to offer Guests the Local Provider’s Services through the Platform.
“Partners” refers to DG’s Partners which contribute to integrate the Service Providers’ offer.
“Business Partners”: any private individual or legal entity, which undertakes to cooperate with Edgar with the purpose of bringing occasionally business on behalf of EDGAR for the sale of DG’s products according to the price list in force and regularly reported. The partner agrees to be appointed as provider of business for tax purposes and benefit systems.
“Service Providers” refers jointly to the Local Friends, the Local Providers, other Providers and DG’s Affiliates which provide respectively Activities, Local Provider’s Services, Other Providers’ Services and Internal services.
“Advertisement Price” stands for to the total price owned by the Guest to the Service Provider in respect of any Advertisement purchased and includes the commission of the third-party that processes payments (e.g. Paypal). The Amount of the Advertisement Price is set out by the Service Provider and not by DG. The Advertisement does not include any Additional Costs (as better specified below).
“Total Price of the Advertisement” stands for the Price of the Advertisement and the (optional) Guest’s Commission in addition to VAT, where applicable. The Total Price of the Advertisement does not include any additional costs (as better specified below).
“Associate Program” refers to the cooperation for which an external operator acquires the right to the Partner’s Profit for each advertisement published through its channels by the Affiliate’s Link.
“Affiliate’s Revenue Shares” stands for any commission accruing to the Partner for the transaction by which a Guest books an advertisement through the Affiliate’s Application.
“Welcome Discount” stands for the credit to spend for the purchase of Advertisements on the platform.
“Financial Discount” stands for the discount granted by DG to the Guest in the form of credit for the purchase of Advertisements on the platform.
“Service” stands for the grant of the license (not exclusive) to use online DG’s Platform that allows Local Friends, Local Providers, Other providers and DG’s Affiliates to publish proposals and guests to book such proposals. The Service is delivered via the Platform.
“Other Providers’ Services” (or “Indirect Services”) stands for the Activity carried out by Other Providers (not corresponding to individual Local Friends or Local Providers) offered on the Platform;
“Direct Services” stands for the Activities and the Local Providers’ Services offered respectively by the Local Friend and by the Local Provider through the Platform.
“Local Provider’s Service” stands for the activity carried out by the Local Provider (this may include the dog sitter or car and driver hire services);
“Internal Services” stands for all services provided directly by the Affiliate via DG;
“Transactions” stands for any agreement that Guests shall conclude with the Service Providers for the purchase of advertisements on the platform.
“Users” refers to all those who, even as DG’s Affiliates, GMR’s Affiliates, Guests, Local Friends, Local Providers, Other Providers or Partners, use the Platform and/or the Service having agreed on the present conditions.
- OPERATION OF THE PLATFORM AND OF THE SERVICE
DG makes available the Service that includes an online Platform with its technology intended exclusively to facilitate the interaction between Users for the creation and booking of Advertisements.
A non-registered user of the Platform may view advertisements. Nevertheless, if you want to book an Advertisement you need to register on the Platform. The access to the contents of DG’s Affiliates is based on the availability of an Accommodation Code or of a Reservation Code. Only Users who have been entitled by DG may create Advertisements, in accordance with the rules laid down by DG.
The Platform and the Service are intended for adults and for private and non-professional use. Some features of the Platform and of the Service require the creation of Credentials that must be secret, personal and not transferable to third-parties.
By signing up, the user undertakes to (i) provide truthful and full data and to keep them updated; (ii) preserve with diligence one’s own User ID and password and to prevent its use by unauthorized third parties; (iii) promptly inform DG in the event that third-parties enter into possession of the credentials or use them; (iv) indemnify DG for any and all injury could arise from the breach of the preceding points.
DG has the right to not activate or suspend a user’s account whenever it considers, at its own discretion, that the user’s behavior would cause prejudice to DG or to third-parties.
You may register on the Platform by logging in with your account of a third-party website (hereinafter referred to as “Third-Party Account”). As an integral part of the feature of the Platform and of the Service, you may connect your DG Account with Third-Party Accounts in one of the following ways: (i) by providing your Third-Party Account the DG login data through the Platform or the Services; or (ii) allowing DG to access your Third-Party account under the terms and conditions of use of each of Third-Party account and without requiring DG to pay any commission or imposing on DG a limit to use third-party services. Allowing DG to access a Third-Party Account, the user agrees that DG will access, will make available and will store (where applicable) any User’s Content provided and stored in his Third-Party Account (“Third-Party User Content”), in such a way that it can be enjoyed through the Platform and the Services and that shall be considered in the same way as the User’s Content within the meaning of the present Conditions.
- ADVERTISEMENTS AND LACK OF APPROVAL
Through the features of the Platform:
(i) the Local Friends and the Local Providers create Advertisements of Local Providers’ Activities and Services, consisting in a detailed description of the activities and services that the Local Provider offer the Guests and of the period of services. Local Friends and Local Providers in their advertisements specify whether their proposals entail additional costs that cannot be quantifiable in advance, and which shall be the subject to a separate agreement between the Guest and the Local Friend or the Local Provider when the Advertisement is used (hereinafter referred to as “Additional costs”);
(ii) DG’s Affiliates create advertisements of Internal Services, consisting of the description of the Internal Services that the Guests may request and book via the Platform. In addition, DG’s Affiliates choose individual categories of Advertisements and information to be provided to users;
(iii) Users may access a customized application of DG’s Affiliate (“The Affiliate’s Application”) through which they may book Internal Services and advertisements of Service Providers.
Users agree that DG does not perform a preventive check on Service Providers’ Advertisements. The Affiliate’s Application offers advertisements independently from DG.
- TRANSACTIONS AND FINANCIAL TERMS
5.1 Determination of the Total Price of the Announcement
The Advertisement Price of the Service Provider is not fixed by DG but directly by the Service Provider.
The Total Price is given by the Advertisement Price of the Service Provider and any commission costs.
The Guest is able to view the Total Price of the Advertisement before sending the booking request to the Service Provider.
5.2 Booking of Advertisements and completion of the transaction
The Guest selects the Advertisement he intends to buy. At the same time, the Guest agrees to provide DG or the third-party that processes the payments (e.g. Pay pal), the billing data and the credit card data by authorizing DG or the third-party to collect the Total Price upon the booking has been confirmed by the Service Provider. The Guest agrees that DG, in the name and on behalf of the Service Provider, reserves the right in its sole discretion to (i) obtain a pre-authorization by means of his credit card for the Total Price of the Advertisement, or (ii) debit on his credit card a nominal amount in order to check the credit card. DG cannot check any commissions charged to the Guest from his bank, concerning the collection of the Total Price by DG, and in this respect DG excludes any liability for it. In the event that the Guest is directed to a third-party for processing the payment, the latter may be subject to the terms and conditions that govern the use of the services and the acquisition of personal data of such third-party.
The Guest sends the Service Provider a booking request of the advertisement he has chosen via the Service provided on the platform. Upon the request of booking, the Guest authorizes the payment which shall be executed once the Service Provider confirms the booking.
The transaction is finalized only when the Service Provider confirms the booking of the Advertisement within 72 hours from the sending of the booking, through the Service provided on the platform. Otherwise the booking request will be automatically canceled.
Once the booking is confirmed, the Service Provider undertakes to provide the Guest with the Advertisement according to the specifications and any terms contained therein. The booking confirmation is notified to the Users through the platform.
Users agree that the transactions shall be considered as binding on the date on which DG records on its IT systems the booking request, sent by the Guest and accepted by the Service Provider.
Users agree that DG is responsible for the payments due to Service Providers for the exclusive purpose of accepting payments by the Guest in the name and on behalf of the Service Provider; any payment obligation towards Service Providers shall expire with the payment of the Total Price.
The payment of the Total Price already authorized by the guest when he sends the booking request is processed by DG, or by the third-party that processes the payments, once the Advertisement booking is confirmed by the Service Provider. As a result of the crediting of the Total Price, DG shall notify the Guest about the transaction. DG shall transfer to the Service Provider making the request for such a transfer, the sums collected for the booking and concluded by at least 48 hours, deducting from the amount:
- the Service Provider’s Commission
- a sum equal to the cost of the sum transfer operation
- any Guest’s Commission
Despite the foregoing, Users accept that DG is not involved in any Transaction, but plays exclusively a role of intermediary between the Guest and the Service Provider.
Users agree that DG, in exceptional cases, is not responsible for the payments due to the Service Provider, but drives the user directly to the Service Provider, which shall in this case be solely responsible for payments.
5.4 Financial Discount
DG may offer users discounts as credits that may be used within the platform. These credits may be used by the Guest when an Advertisement is purchased. In the event that the Guest obtains a discount, DG undertakes to notify the code and the amount of the above mentioned discount to the Service Provider so that it may (i) issue the invoice/receipt to the Guest gross of any financial discounts borne by DG, i.e. equal to the amount of the money transferred and received and (ii) specify the code and the amount of the financial discount borne by DG.
5.5 Return and cancellation policy
Whether the Guest cancels the booking request before it is confirmed by the Service Provider, any Cost nor any Commission will not be charged to Users.
Whether the Guest wishes to cancel a transaction already completed, the refund and cancellation policy which applies is the one provided by the Advertisement, in the Conditions of the Service Providers’ Advertisements.
In some circumstances, DG may decide at its sole discretion, that it is necessary or better to cancel a booking made via the Platform and the Service. DG may also decide at its sole discretion to refund the Guest part of the expenses incurred as provided by the Guest Refund Policy.
- USE OF THE SERVICES AND OF THE PLATFORM: USER’S DECLARATIONS AND OBLIGATIONS
The user is solely responsible for the use of the Platform and of the Service and undertakes not to use them, making sure that they are not used by third-parties, in such a way as to cause damage to third-parties and in any case in such a way that infringes the third-party rights, as a breach of law or of the terms of these Conditions, consequently assuming all liabilities and obliging to indemnify DG for any claims.
Whether DG discovers that the User makes use of the Platform or of the Service in such a way that breaches the applicable law or the Conditions, or in case of reports made by the public authorities or third-parties, DG may at its sole discretion, implement every useful action to limit any damaging consequences, including the suspension/cancellation of the user’s account, without prejudice to the right of DG to invoke the termination of the contract pursuant to art. 1456 of the Italian Civil Code and to require compensation for the most damage.
By using the Platform and the Service, the User undertakes not to:
- collect and/or disclose personal data to others;
- hide his own identity or misrepresenting the identity of a DG’s team member;
- carry out propaganda activities, sponsorships, advertising or business-related, activities even indirectly;
- spread viruses or other files that might damage or prejudice the functioning of the Services or of the Software and Hardware equipment even of third-parties;
- cause damages to third-parties or to other Users.
- EXCLUSION OF LIABILITY
Unless otherwise stated on the platform, DG’s liabilities are limited to: (i) make available the Platform and the Service and (ii) act as temporary responsible for collecting payments by the Guests in the name and on behalf of the Service Provider.
DG is a platform aiming at encouraging the meeting between supply and demand of advertisements in which Users meet virtually to trade in Activities, Services of Local Providers, Services of Other providers and Internal Services. DG is neither responsible for the sale of the advertisement, nor for the creation and for the execution of the advertisement. These activities are exclusively attributable to the Service Provider, therefore DG is not liable towards the Guest for the failure to fulfill the obligations relating to the sale, organization and execution of the Advertisement.
Hence, DG does not assume the role of agent or mediator, nor has any liability in respect of the fulfilment of the obligations assumed by Users through the Platform and Service, since it provides solely the Service without being involved in the transactions.
DG does not verify neither the accuracy of the information provided by Users when they sign up nor the advertisements. In the light of the above, the User is solely responsible for determining the identity of other Users and the suitability of the Advertisements accessible via the Website. DG shall not be responsible for any damage or injury resulting from the interactions between Users, including by way of example, the obligations arising from Transactions, prejudice arising from the non-compliance of the Advertisement with what agreed, or for non-completion of the Advertisement.
Any reference in the Platform to the fact that a User is “Verified” or “Logged on” (or similar indications) means exclusively that the User completed the checkout procedure aimed at registration. These indications do not constitute any guarantee by DG on any User, on his identity and reliability, but they indicate exclusively that all the mandatory fields to register on the Platform have been filled in. In order to finalize transactions, Users undertake to adopt due diligence and to pay attention when they book and accept advertisements, and in general to the interactions among Users.
Users are aware that the Service may involve the interaction with different Users and that DG cannot carry out a control on the topics and contents posted or shared. Furthermore, DG declines any and all responsibility in relation to advertisements and transactions completed via the Platform and the Service.
DG does not guarantee that the Platform and the Services are suitable for any person or accessible at any time or in any geographical area, but to the extent reasonably possible, shall undertake to take any necessary action to keep the Platform available and functioning Services, as provided by the present conditions. DG expressly excludes any liability for the case in which the failure of the Services and of the Platform depends on:
- failure or partial functioning of the User’s computer or equipment;
- unauthorized or incorrect use of the Platform and of the Service by the User;
- malfunctions of the Internet or telephone networks
- any event that is not directly attributable to DG or its personnel;
- unauthorized access to DG’s IT system by third-parties;
- causes of force majeure or in any case not directly dependent on DG.
The Platform may contain links to other websites which are not under the direct control of DG and whose contents DG in no way may be held responsible for. The publication of these links on the Platform by Users does not imply DG’s approval of the websites and their contents, nor does it imply any form of guarantee.
The Platform may host services provided by DG’s business partners, which are hence not under the direct or indirect control of DG and whose content, sale and execution DG in no way may be held responsible for. The publication of the above services provided by DG’s business partners does not imply DG’s approval of its business partners’ activities, their offers and services, nor does it imply any form of guarantee.
- USER’S CONTENTS
The User shall ensure that the contents published by himself or shared via the Platform or Service:
– are within his ownership and/or legal availability;
– do not affect any third-party’s right including industrial/intellectual property rights;
– do not contain material contrary to the law, obscene, abusive, defamatory, incitement to hatred, racism or any form of fanaticism, nor relating to children.
The User assumes all responsibility regarding the Contents he publishes, obliging to indemnify DG for any third-party’s claim in relation to the same contents.
The publication of the User’s Contents on the Platform occurs without any preventive control by DG, hence the publication does not imply any DG’s approval. DG shall not be held responsible for the User’s Contents, including those present in Advertisements and by way of example of their legality, truthfulness, correctness, respect for other industrial and/or intellectual property rights, and privacy rules. DG shall not be responsible for any loss or deletion of User’s contents.
By publishing User’s Contents on the Platform, the User grants DG a royalty-free, perpetual non-exclusive license to use the User’s Contents also, but not limited to, for business purposes.
- WARRANTY AND ASSISTANCE
Whether the Services are free of charge, any guarantee related to the good running of the Service is excluded and in case of failure, nothing shall be due by DG to the User.
On the contrary, on payment Services the following warranty shall be applied:
- DG ensures that the Advertisement for Service Providers shall work in a manner consistent with the terms described in these Conditions;
- in the event of a serious malfunctioning (such as to make impossible to carry out a transaction), the DG’s full responsibility and the only remedy granted is represented, at its own discretion, by the correction of the error or the refund of the Commission concerning the Advertisement that was not been executed;
- Users’ warranty right in case of malfunction of the Service shall be voided if they do not give notice within the terms specified in the conditions in 24 hours after its occurrence.
Except as otherwise expressly provided, DG excludes any warranty, condition, undertaking or declaration of any kind whatsoever, expressed or implied, statutory or of other nature or in any other way related to the Services or to the Platform, including without limitation, any implied warranty or implied terms of merchantability, satisfactory quality and fitness for a particular purpose, of conformity or resulting from any behavior, commercial use or practice.
In some Countries/jurisdictions the exclusion of implied warranties is not allowed; consequently, the above exclusion may not apply to the User, who could hence be the owner of other rights established by law which may vary from Country to Country or in different jurisdictions.
Without limiting the generality of the foregoing, DG does not guarantee that the Services or the Platform shall meet the User’s demands or that their functioning will be uninterrupted or error-free, or that defects in the Service or in the Platform will be corrected.
- LIMITATION OF LIABILITY
The User uses the Service and/or the Platform at his own risk.
To the fullest extent permitted by applicable law, in no event DG or its licensors, suppliers or partners shall be responsible towards the User or third-parties for any damages, either direct, indirect, consequential, incidental, special or punitive, and loss of any kind whatsoever including, without claiming to be exhaustive, loss of profits, loss of contracts, business interruption, loss or corruption of data, whatever the cause and regardless of the fact that it arises in contract or tort, including negligence, even in the case in which DG has been advised of the possibilities of such loss or damages.
Should a clause in these Conditions (limitation, exclusion or restriction) shall be deemed null for any reason by a competent court and DG becomes consequently liable for loss or damage whose entity may be legitimately limited, this liability, that is in contract, civil or other, may not exceed the amount of 100.000 Euros.
- DURATION OF THE CONTRACT AND RIGHT TO WITHDRAW
The agreement between the User and DG to use the Service and/or the Platform is for an indefinite term, starting when DG approves the User’s registration.
The User may withdraw from the Conditions by deleting his registration at any time or by sending a written communication to DG via the online special function, where provided for, or by registered letter with return receipt. The notice may even be sent by telegram and e-mail, provided that it is confirmed by registered letter with return receipt within the following 48 hours.
Once the User’s account has been deleted, DG is free to delete all User’s Contents eventually in the Extranet. It is the User’s responsibility to keep a backup copy of his own contents.
- ANY OTHER BUSINESS
12.1 Transfer of rights
The User may not assign or transfer any of the rights deriving from the acceptance of the Conditions without the prior written consent of DG.
12.2 Comprehensive Agreement
These Conditions supersede any related prior agreement, both written and oral, entered between DG and the User and having for its object the matter referred to under present Conditions.
All communications to DG should be made to the address available on the Contacts Area.
All communications to the user shall be carried out by DG:
- by telephone, according to the available technology (e.g. through Skype),
- via regular mail to the mail address indicated by the User during the registration or thereafter,
- via e-mail, to the mail box indicated by the User during the registration,
- via publication on the platform.
The notices published on the Platform will be presumed to have been received at the User’s first access in accordance with the procedure provided by DG.
12.4 Conditions, applicable law and jurisdiction
These terms and the relationship between DG and the User are governed by Italian law.
Whether the User is a consumer, he accepts the non-exclusive jurisdiction of the Italian Courts.
Whether the User is not a consumer, he accepts the exclusive jurisdiction of the court of Sassari.
All this being said, Users accept unconditionally that whenever there is no law requiring to appeal to the Court, any disputes related to interpretation, validity, execution and resolution of the present Conditions – except for the failures of pecuniary obligations that may be appealed on injunction order – shall be regulated according to Arbitration, standard procedure and based on the law, after recourse to the Arbitration Chamber of Milan. With reference to any non-performance of pecuniary obligations that may be appealed on injunction order, the jurisdiction concerned shall be that of Sassari.
DG reserves the right at its sole discretion, to change these Conditions, the Platform or the Service Commissions at any time and without prior notification. The use of the Platform and of the Services by the User implies full acceptance of the Terms and Conditions in its up-to-date version.
To be noted that DG does not require the User to comply strictly with the provisions of these Conditions and/or DG may not exercise all its rights. Nevertheless, this does not imply the loss of such rights or the waiving of rights by DG.
If one or more provisions of these conditions were contrary to mandatory rules of the law or the public order rules, they shall be considered as non-binding and shall not affect the validity of the remaining clauses of the Conditions.
UPDATE ON 06/04/2019