General Partnership Conditions

This version has taken effect on December, 6^th, 2019.

 

EURAM NV

REMY TOREN – Vaartdijk 3 B 102

3018 LEUVEN (Wijgmaal), Belgium

KBO 0440.801.157

 

 

 

 

1.   Applicability

 

1.1. Notwithstanding any communication to the contrary in the past or the future, the Partner accepts by virtue of issuing a request for Authorization, the use of the Website, the booking of one or more Services via the Website, the conclusion of a Written Agreement and/or the commencement of a Partnership with EURAM, and irrespective of whether the Partner did this himself or herself or via a Member and/or User, that only the following norms apply to all contractual, pre-contractual, and extra-contractual legal relations between EURAM and this Partner, both present and future (in hierarchical descending order, the following in the absence or by implicationof the preceding): (1) the written and/or electronic booking confirmation by EURAM; (2) the special booking conditions; (3) the Written Agreement between EURAM and the Partner; (4) the Guarantee; (5) the written and/or electronic confirmation of the Authorization by EURAM; (6) these Conditions; (7) the Conditions of Use regarding the Website; (8) Belgian law.

 

EURAM rejects all other standards and conditions, with the sole exception of those conditions that EURAM expressly signs for acceptance. These deviations expressly signed for acceptance are applicable only for the agreement to which they are related and cannot be appealed to for any other, even similar agreements.

 

1.2. EURAM retains the right to adapt and or to change its Conditions at any time.

 

 

 

 

2.   Definitions

 

2.1. For the application of the present Conditions, the terms defined in this article have the meaning indicated herein and this both in the singular and in the plural:

 

EURAM means N.V. EURAM, a company under Belgian law, with registered office at Remy Toren – Vaartdijk 3 B, bus 102, B-3018 LEUVEN (Wijgmaal), registered in the register of legal entities in Leuven under number 0440.801.157 and known
to the VAT administration under number BE 0440.801.157, judicial district of Leuven;

 

Member means a third party-company designated by the Partner as his agent and accepted as such in writing by EURAM;

 

Parties means EURAM and the Partner;

 

Partner means any natural person or legal person with whom EURAM has entered into a Partnership in conformity with article 3 of these Conditions.

 

Website means the website of EURAM, www.euram.eu;

 

Authorization means the right of access to and use of the Website granted to a Partner by EURAM;

 

Conditions of Use means the conditions that regulate the permitted use of the Website as published on the Website;

 

Services means the tourist products and services such as – but without being limited hereto –– hotel stays, rental of
automobiles, motorcycles and/or other means of transport, which are offered via the Website;

 

Point of Sale means the operational sites approved by EURAM in conformity with article 3.5 of these Conditions where the Partner offers and sells the Services to Travelers, whether or not via a Member;

 

Users means everyone who has been designated by the Partner to use the Website, either via a Member or not, under the
responsibility of the Partner and/or in his name and for his account;

 

Identity means the digital identity assigned per User by EURAM with which the User obtains access to the Website;

 

Authentication Methods means the various technical methods provided by EURAM with which the User can prove his identity, such as scanning of the electronic identity card of the User or the combination of the unique link assigned by EURAM to each User and the password created by the User;

 

Booking Request means the entirety of the Services that the Partner, whether or not via a Member, combines with a view to the
conclusion of a Booking on behalf of a specific Traveler or a specific number of Travelers;

 

Booking means the agreement between Parties regarding the entirety of the Services that the Partner, being or not a Member,
books with EURAM on behalf of a specific Traveler or a specific number of Travelers;

 

Travellers means the end users of the Services, being the clients of the Partner and/or the Member;

 

Working Day means each day of the week except for Saturday, Sunday, legal holidays in Belgium, and the days on which no banking transactions can be performed in Brussels;

 

Net Prices mean the prices that are applicable in the relationship between EURAM and the Partner as indicated on the Website
(prices on the Website indicated as “net”) in the booking tab or elsewhere.

 

Traveller Prices mean the prices that the Partner, whether or not via a Member, charges to the Travelers and that are determined completely freely by him with account taken of his own profit margin and the applicable charges, taxes, and expenses;

 

Written Agreement means the written agreement, if any, between EURAM and the Partner in which they establish special agreements regarding the Partnership;

 

Guarantee means the agreement, if any, for a special guarantee whereby the Partner grants EURAM specific securities for

guaranteeing of its payment obligations;

 

Partnership means the agreement between EURAM and the Partner for access to, and use of, the Website for the purchase of

Services, as established in the Written Agreement between EURAM and the Partner, these Conditions and the Conditions of Use;

 

Conditions means the present conditions.

 

 

 

 

3.   Registration and Acceptance

 

3.1. Any natural person or legal person who wishes to enter into a Partnership with EURAM can submit a request for Authorization thereto via the Website.

 

3.2. EURAM is at all times entitled to request additional information from the (candidate-)Partner in order to be able to investigate and/or finalize the possible Authorization and/or the maintenance of the Partnership.

 

3.3. EURAM is free to select the parties with whom it wishes to enter into a Partnership.

 

3.4. In order to be eligible to be accepted as a Partner, the candidate-Partner must possess the licenses required by the applicable law and regulations in the country and/or countries where he is established.

 

3.5. The Partnership is only concluded as soon as EURAM or a person competent to legally bind EURAM confirms the Authorization of the candidate-Partner as regards one or more operational sites in writing and/or electronically or as soon as the candidate-Partner has received one or more Identities for one or more Points of Sale from EURAM.

 

3.6. EURAM is at all times entitled to request a bank guarantee and/or bond as a condition for the conclusion and/or the maintenance of the Partnership.

 

 

 

 

4.   Relationship between EURAM and the Partner

 

4.1. The Partner, either represented or not by a Member, purchases Services via the Website with EURAM and resells these Services to (a) Traveler(s) and/or Member(s). He acts as an independent merchant both with respect to EURAM as with respect to Travelers and Members. Neither the Partner nor the Members are entitled to enter into any obligation in the name and/or for the account of EURAM unless they have been so authorized explicitly and in writing.

 

4.2. Unless agreed otherwise, the Partner and Members shall refrain at all times from mentioning or adding the name of and/or information about EURAM on documents intended for Travelers or in publications, of whatever nature, without prejudice to the right of EURAM itself to include its name and information in the aforesaid documents. In this latter case, the information about EURAM may not be deleted.

 

 

 

 

5.   Relationship between EURAM and Members

 

The Parties explicitly accept that the Members always act as agents of the Partner in their relationship with EURAM. In no respect is there a direct legal link between the Members and EURAM, unless agreed otherwise explicitly and in writing. All legal actions that the Members engage in with respect to EURAM are done in the name and for the account of the Partner.

 

 

 

 

6.   License

 

6.1. By way of Authorization, EURAM grants its Partners a license for access to and use of the Website in accordance with the Conditions of Use. The license applies only to the Points of Sale for which EURAM has explicitly granted its consent.

 

6.2. The Partner guarantees that the Member(s) and the User(s) as well will scrupulously respect the obligations stated in the Conditions of Use.

 

 

 

 

7.   Bookings

 

7.1. Via the Website, the Partner can compose a Booking Request and check a corresponding booking statement. This booking statement is valid under reservation of availability only and involves no obligation on the part of EURAM.

 

7.2. Each Booking is created only when EURAM or a person competent to legally bind EURAM confirms the Booking Request in writing and/or electronically.

 

7.3. Special booking conditions can apply for some Services.

 

7.4. Unless the Parties have agreed on a Guarantee, EURAM will accept a Booking Request with regard to a Booking of fewer than five days before the departure of the Traveler only if the Partner pays the balance immediately.

 

7.5. For Booking Requests that are placed less than 24 hours before the date of the departure, the obligation of EURAM is limited to providing reasonable effort to book these Services.

 

 

 

 

8.   Obligations of EURAM

 

8.1. The obligations of EURAM are limited to: (1) the provision of reasonable efforts to provide the Partner access to the Website, (2) the permitting of the use of the Website by the Partner in conformity with the Conditions of Use, and (3) the purchase and resale to the Partner of Services booked by the Partner with local agents and/or service providers.

 

8.2. If one or more of the Services booked by the Partner is or are no longer available, EURAM can propose an alternative to the Partner in the manner described in Article 25.2 of these Conditions. The Partner must accept this alternative proposal expressly, with exception for what concerns the price difference.

 

8.3. EURAM has no obligation and can by no means be obliged to investigate which special obligations are (or might be) incumbent on it as a result of a specific Booking regarding Services that must be delivered outside of Belgium.

 

 

 

 

9.   Prices

 

9.1. The prices indicated on the Website apply only for individual Booking Requests and are always under reservation of price changes or errors.

 

9.2. The prices of the products are only intended for leisure trips and may be subject to certain conditions such as being g part of a Travel Package, which means in combination with at least one other material travel related component. Components can be hotel, rental car, airplane, ... Partner is solely responsible for the application of these conditions.

 

9.3. All Net Prices comprise as far as possible the local taxes and are V.A.T. excluded. The Traveler Prices, except if otherwise indicated, are freely set by the Partner.

 

9.4. The prices are invoiced per Booking at the rate applicable on the day of the written booking confirmation as indicated in article 7.2 of these Conditions and this under reservation of changes in transportation costs, taxes owed, and assessments.

 

9.5. Unless otherwise provided for and except in the case of economic or monetary instability, the rate of exchange as set by EURAM on the day of the booking confirmation applies for prices expressed in a foreign currency. EURAM, however, is entitled to apply another rate of exchange if the Partner fails to fulfill his payment obligations timely.

 

9.6. EURAM is entitled to charge administration and booking costs at the rates indicated on the Website and/or the booking statement.

 

 

 

 

10.   Obligations of the Partner

 

10.1. For the entire duration of the Partnership, the Partner bears the full and exclusive responsibility:

 

• to dispose of an official travel agency license in the country and/or countries in which he is established if this is required by the applicable law and regulations;

 

• to offer all legal guarantees required by the applicable law and regulations and, in any case, of article 36 of the Law of 16 February 1994 governing organized travel contracts and travel agency contracts organization and travel mediation, among others – but without limited thereto – by disposing at all times of insurance against financial insolvency;

 

• to inform EURAM of the special obligations that are (or could be) incumbent on EURAM as a result of a specific Booking regarding Services that must be delivered outside of Belgium;

 

• to comply with the Conditions of Use for the Website and to have his Members and Users comply with them;

 

• to pay close attention to the management of the mailbox linked to the e-mail address through which EURAM can contact him and, more specifically – but not being limited to – emptying the mailbox in a timely manner, keeping it virus free, and providing notices in the event of absence, etc.

 

• to immediately inform EURAM of the occurrence of an error in the system.

 

10.2. If the Partner does not satisfy his obligations as provided in the agreement between EURAM and the Partner, in the booking confirmation by EURAM, these Conditions, the Conditions of Use and/or when the Partner does not satisfy all of his other (legal or regulatory) obligations, EURAM is entitled to suspend its obligations (temporarily). The costs related to this suspension are borne integrally by the Partner.

 

 

 

 

11.   Force Majeure and Hardship

 

11.1. EURAM is not liable for any deficiency in the performance of its obligations that has been caused by force majeure or hardship.

 

11.2. In the event of force majeure or hardship, EURAM can, at its discretion and appreciation, without prior notification of default or judicial intervention being required, and with no right of recourse with respect to EURAM (1) propose the substitution of the non-available Services with a functional equivalent to the Partner; (2) suspend the execution of its obligations temporarily and/or (3) desolve the Partnership and/or the Booking extra-judicially.

 

11.3. By force majeure and hardship are understood, among other things (listing given purely by way of example): interruptions in the transmission of data from the Website; computer viruses; theft or destruction of the Website; unavailability of specific Services; currency fluctuations, increases of wages, salaries, social charges, expenses imposed by authorities, assessments and taxes or transport costs occurring between the order confirmation and the delivery; exceptional weather conditions; strikes; mobilizations; war; disease; accidents; communication and/or computer-system disruptions; governmental measures; travel hindrances, including lack or withdrawal of transportation resources; breakdowns; traffic jams; etc.

 

 

 

 

12.   Payment

 

12.1. All invoices are payable by bank transfer to the account number provided by EURAM unless otherwise agreed to and accepted by EURAM in writing.

 

12.2. Unless otherwise agreed or indicated on the Website and/or booking statement, an advance must be paid to the amount of 25% of the total price of the Booking. For some Services, the advance payments that apply may amount to 100%.

 

12.3. All invoices are payable on the due date as indicated on the invoice. Invoices that do not indicate a due date are payable within a period of 30 days after the date of the invoice.

 

12.4. The balance of the total price of a Booking must be in the possession of EURAM at the latest three weeks before the day of departure of the Traveler.

 

12.5. Bookings less than five days before the departure of the Traveler and Bookings under the minimum price indicated on the Website are payable immediately unless the Parties have agreed to a Guarantee.

 

12.6. Terms of payment are granted only after express and written agreement of EURAM. In this case, the advance payments agreed upon are payable on the due dates established. EURAM reserves the right to require a bank guarantee or any other form of security before granting payment terms.

 

12.7. In the event of non-payment or incomplete payment on the due date of one of the invoices:

 

• interest at 0,83% per month applies automatically and without prior notice of default of payment, as of the invoice date until the day of the actual full payment;

 

• the amount due is increased automatically and without prior notice of default of payment with a fixed compensation of 10% of the invoiced amount with a minimum of 100 euros, without prejudice to the right of EURAM to demonstrate higher damage;

 

• the Partner is obliged to pay all legal and extra-judicial collection costs;

 

• all possible discounts granted expire;

 

• all other invoices, even those not due, of EURAM to the Partner become immediately due and payable;

 

• EURAM is entitled to suspend or cancel the execution of the Partnership and/or one or more Bookings (for which payment has or has not been received) that are not yet in execution and/or to dissolve them by registered mail without prior notification of failure to pay or judicial intervention being required and without any indemnity being owed;

 

• EURAM is entitled to demand supplementary guarantees for the execution of the obligations of the Partner.

 

Items 5), 6) and 7) above are also applicable in the event of threatening bankruptcy, judicial or conventional dissolution, application of Belgian Law of 31 January 2009 concerning the continuity of enterprises or any similar foreign law, payment arrears, or any other element whereby EURAM reasonably loses confidence in the creditworthiness of the Partner and/or Member.

 

12.8. Acceptance of partial payment occurs is subject to reservation of all rights and will be charged in following order: (1) collection costs, (2) damages, (3) interest, (4) principals.

 

12.9. Without prejudice to the preceding and without diminishing the payment obligation of the Partner in any manner, the Partner must communicate his complaints regarding invoices to EURAM within a period of 7 working days after the date of the invoice in the manner described in Article 25.2 of these Conditions and with substantive reasons. After this period, the Partner is irrevocably deemed to have accepted the invoiced amount.

 

12.10. In the event of late payment of the price of a Booking, which has not been resolved within 24 hours after notification by EURAM by means of submission of a sound proof of payment issued by the bank, EURAM is entitled to declare this Booking dissolved, even if it has already been partially executed.

 

 

 

 

13.   Travel Documents

 

The respective Partner, Member(s) and/or User(s) can print out the travel documents via the Website provided that the price of the Booking concerned has been paid in full.

 

 

 

 

14.   Changes and/or Cancellations of Bookings

 

14.1 Changes and/or cancellations, if any, of one or more Booking(s) are subject to the change or cancellation conditions that are published on the Website.

 

14.2. The Partner must always report his requests for change or cancellation in the manner described in Article 25.3 of these Conditions.

 

14.3. EURAM reserves the right to adapt and/or change its change and/or cancellation conditions at any time.

 

 

 

 

15.   Reconfirmation

 

15.1. For each Service, the reconfirmation instructions given on the voucher and/or booking statement must be followed precisely at all times.

 

15.2. Services that are not correctly reconfirmed are not repayable in the event of complaints.

 

 

 

 

16.   Complaints

 

16.1. In the event that the local service provider fails to deliver the Service or Services concerned or does so in a faulty manner or if one or more prepaid Services are withheld on the personal credit card or cards of the Traveler or Travelers, the Partner must inform EURAM of this without delay.

 

16.2. If a complaint regarding a Service cannot be resolved locally, the complaint must be submitted by the Traveler or the Partner to the local service provider for signing. Undelivered Services can be reimbursed only upon the presentation of an attest of the service provider, of the EURAM voucher, and of all supporting evidence that can demonstrate that the Service was not provided.

 

16.3. The Partner must report complaints regarding the delivery of the Services to EURAM within a period of 7 days after the end of the journey as indicated in the booking statement in accordance with Article 25.2 of these Condition. Upon the failure to do this the Services will are deemed to have been accepted.

 

 

 

 

17.   Liability

 

17.1. EURAM confirms that it has taken all reasonable measures to the best of its ability to assure that the Services indicated on the Website can, in principle, be provided. EURAM selects its suppliers carefully but cannot be held liable in the event of closure or bankruptcy of the local service provider or supplier.

 

17.2. EURAM confirms that it has taken all reasonable measures to the best of its ability so that the most recent information that suppliers provide about the local situation is published on the Website. The descriptions published on the Website and in booking statements, the digital pictorial material made available, and the digitally provided travel routes attempt to give a picture of the Service that is as realistic as possible but have no contractual value whatsoever. EURAM is not liable if this information does not correspond or no longer corresponds to the offered Services.

 

17.3. EURAM cannot be held liable for errors or deficiencies of services or information that are made available by third parties via EURAM, whether or not for payment.

 

17.4. The Parties expressly agree that EURAM can be held liable only in the event of serious misconduct or intent and insofar as positive proof is provided of the causal connection between the serious misconduct or intention and the damage suffered. In the event of such liability, the Parties expressly accept that EURAM can be held liable only for the damage that is the direct result of the demonstrated serious misconduct or intent and for a maximum amount of the total price of the booked Service or Services regarding which a liability claim would exist. EURAM is in no way liable for any indirect damage such as, for example but without being restricted hereto, loss of income, clientele and the like.

 

 

 

 

18.   Indemnification

 

18.1. The Partner shall fully indemnify EURAM and hold it harmless from and against all claims and proceedings, including the claims and legal proceedings of third parties, that might arise or result from any act or negligence of the Partner in violation of the Partnership, the Booking, the booking confirmation by EURAM and/or any other (statutory) obligations of the Partner.

 

18.2. The Partner shall compensate EURAM for all damage, including judicial and other costs, that occur in relation to its defense as regards the claims and/or procedures cited in Article 18.1 of these Conditions.

 

 

 

 

19.   Termination of the Partnership

 

EURAM is entitled to terminate the Partnership unilaterally and with immediate effect by means of written cancellation, provided in conformity with

Article 25.2 of these Conditions, in the following cases:

 

• if EURAM (on the basis of the number of logins among other things) notes an excessive use of the Website that is not in proportion to the booked Services;

 

• if EURAM notes an essential violation of the Conditions of Use;

 

• in the event of dissolution, bankruptcy, application for a collective procedure and/or cessation of payment, guardianship, force majeure, or apparent incapacity of the Partner;

 

• if there is a significant change in the personnel, the management or the shareholder structure of the Partner;

 

• if the security provided by the Partner in conformity with a Guarantee to EURAM would no longer be applicable or can no longer be executed;

 

• in the event of urgent reasons whereby the confidence between the Parties is lost and/or the cooperation between the Parties becomes impossible.

 

 

 

 

20.   Consequences of the Termination

 

20.1. In the event of termination of the Partnership, access to, and use of, the Website is immediately denied to the Partner as well as to the Member(s) and/or the User(s). EURAM shall, for this purpose, cancel the assigned Authorization and Identity(/-ies).

 

20.2. The end or the termination of the Partnership always occurs without prejudice to the rights of EURAM concerning the payments due to it for the period preceding the end or the termination of the Partnership.

 

20.3. Bookings that were placed before the termination of the Partnership with a view to execution after termination of the Partnership will be executed only if the Partner satisfies his payment obligations correctly and timely.

 

 

 

 

21.   Forfeiture of Rights

 

The possible or even repeated non-enforcement by EURAM of any right can be deemed only to be the tolerance of a particular situation and does not lead to forfeiture of rights.

 

 

 

 

22.   Netting

 

22.1. EURAM and the Partner automatically and de jure compensate and set off all present and future debts with respect to each other. This means that, in the permanent relationship between EURAM and the Partner, always only the greatest debt remains on balance after the aforesaid automatic set-off.

 

22.2. This set-off shall, in any case, be opposable to any trustee in bankruptcy and other joint creditors who can thus not object to the set-off performed by EURAM and the Partner.

 

 

 

 

23.   Confidentiality

 

23.1. All documents and/or information that are provided by EURAM to the Partner, Member(s), User(s) and/or Traveler(s) during the execution of the Partnership and/or Booking and/or that are mentioned in any document whatsoever from EURAM, including the booking confirmation by EURAM must be treated confidentially. At the first request by EURAM, the aforesaid documents must be returned.

 

23.2. These documents and this information remain the property of EURAM and may not be communicated to third parties nor copied nor used directly or indirectly, in whole or in part for purposes other than those for which they are intended, except with the express and written permission of EURAM.

 

23.3. The obligation of confidentiality persists for a period of six (6) years after the termination or the end of the Partnership or at least until the documents and/or information become public through no fault of the Partner, Members and/or Users.

 

 

 

 

24.   Transferability

 

The Partner is not permitted to transfer this Partnership or any Booking under any condition whatsoever, except with the written and prior consent of EURAM and under the modalities specified by EURAM.

 

 

 

 

25.   General

 

25.1. If one of the provisions of the Partnership is or would become null in whole or in part, this will have no effect on the validity of the other provisions. The Parties are, as far as possible, according to their loyalty and conviction, obliged to replace the invalid provision by an equivalent provision that corresponds to the general spirit of the Partnership.

 

25.2. Unless provided for otherwise, each notification or communication in the context of the Partnership must occur by electronic message, either via e-mail with confirmation of receipt or via the Website. The notification or communication via the Website is opposable to EURAM only after receipt of the receipt of confirmation sent automatically by the system. All notifications given by EURAM to a User and/or Member are opposable to the Partner.

 

25.3. Each notification or communication of a request for change and/or cancellation of a Booking must occur via the procedure concerned on the Website. The notification or communication is opposable to EURAM only upon the receipt of the confirmation of receipt sent automatically by the system. All notifications concerning a change and/or cancellation of a Booking by EURAM to a User and/or Member are opposable to the Partner.

 

25.4. Except for contrary communication in conformity with Article 25.2 of these Conditions, the Partner is deemed to choose domicile at the address given in the request for Authorization and to be available at the e-mail address provided in the request for Authorization.

 

25.5. If the Partnership was set up in a language other than Dutch, the Dutch-language text shall apply in the event of differences of interpretation.

 

25.6. To all disputes that may arise from or with regard to this Partnership, the mediation regulations of CEPANI apply. If the mediation fails, the dispute shall be definitively settled according to the Arbitration Regulations of CEPANI by one arbitrator appointed in conformity with these regulations. The place of the proceedings is Leuven. The language of the proceedings is Dutch.