Terms and Conditions
Last updated: 7th June, 2019
1.1. Goodwings Experiences provides a subscription-based online service at www.gwexperiences.com, or another website designated by Goodwings Experiences from time to time (hereinafter the “Website”), built on the Sharetribe platform, with the content and features available on the Website from time to time (hereinafter the “Service”). Goodwings Experiences allows nonprofit organisations to offer their services (“Experiences”) to travel agencie s, tour operators and other companies (hereinafter “Travel Agent”), or any other individuals who use the Service (hereinafter “Traveller”).
1.3. The Terms and Conditions apply and are binding upon Goodwings Experiences and the User. In order to obtain access to the Service, the User must confirm that the User has read and accepted the Terms and Conditions and sign up to the Service (the confirmation of the Terms and Conditions and the signing up jointly referred to as the “Agreement”).
1.4. Once the Agreement has been entered into, Goodwings Experiences will provide a confirmation thereof that will be sent to the email address submitted by the User in connection with the User registering a user account according to section 4 below.
2. Scope of the Service
2.1. Territory. The Service is available worldwide (hereinafter the “Territory”). The time of the Experiences are always held in the local time.
2.2. Content. The User obtains access to the content and features which are provided on the Website from time to time, immediately after the User has ordered the Service and accepted the Terms and Conditions. Goodwings Experiences strives to continuously improve the User's user experience. The Service and its content and/or features may therefore, in the future from time to time be replaced, modified or updated. Changes, modifications to, or updating of, the content and/or features of the Service and other changes to the appearance of the Website are not to be deemed to constitute a modification of the Agreement or the Service.
2.3. Prohibition of inappropriate content. It is strictly prohibited to post and/or create content that: a) is threatening, harmful, violent or promote violence or action that poses threat or harmful behaviours to any individuals; b) promotes any types of discrimination, harassment against any individuals; c) promotes illegal activities, materials, and/or substance; d) violates or poses risks to violate to a privacy and security of any individuals; e) contains any unagreed and unauthorised advertisement, promotional, commercial material and/or activities with business and private purposes. Goodwings Experiences reserves the right to remove content and/or posts that are deemed inappropriate with or without the notice of the content and/or posts creator, and therefore, has the right to terminate the terms of agreement (see, further, section 9).
2.4. Communication. Communication between the Travel Agent/Traveller and the NGO regarding an Experience except for the payment thereof shall take place via the platform. The Travel Agent may contact the NGO through the chat function on the website or by calling the NGO with the phone number provided by the NGO. In the case of a Traveller booking the Experience, Goodwings Experiences will act as a Travel Agent and communicate with the NGO on behalf of the Traveller (after the Traveller filled in the inquiry form). The User is obliged to seek to address and remedy any uncertainties regarding an Experience before the date of the Experience.
2.5. Subscription for Travel Agents. A Travel Agent may sign up for a subscription fee that are agreed between the Travel Agent and Goodwings Experiences. A subscription shall grant the Travel Agent full access to the content and features of the Service (the “Signup Fee”) for twelve (12) months, unless otherwise agreed between the two parties (Goodwings Experiences and Travel Agent).
3. USE OF THE SERVICE
3.1. To be able to use the Service, the User (except the Traveller) must register a user account on the Website (see, further, section 4) and have access to equipment, systems and connections in accordance with these Terms and Conditions (see, further, section 5). The Traveller does not have access to create an account on the Website. Therefore, in order to use the Service, the Traveller shall send an inquiry form on the Website. Hereafter, Goodwings shall act as a Travel Agent (see, further, section 2.4.).
3.2 The User may only use the Service for the User's own use and in accordance with these Users’ Terms and Conditions. The User may not encourage, facilitate or cause any other party to - do any of the following: a. use the Service for a public purpose; b. use the Service for any unlawful or unsuitable purpose; c. copy/reproduce, lend, sell, distribute, edit or in any other manner transfer or adapt content from the Service; d. advertise, sell or purchase any goods and/ or services for any business intent that are not specifically authorized; e. circumvent, modify, remove, alter or in any other manner manipulate any security, encryption, or other technology or software which is part of the Service; f. otherwise use the Service in contravention of copyright laws or other laws.
3.3. Use of the Service in violation of this section 3 shall at all times be deemed to constitute a material breach of contract which may result in Goodwings Experiences terminating the Service with immediate effect (see, further, section 9).
4. REGISTRATION, USERNAME AND PASSWORD
4.1. Registration of a user account by a Travel Agent and an NGO is to take place on the Website.
4.2. The User shall be responsible for ensuring that the stated information at the time of registration is correct and update its user account with correct information when needed. The User may only provide information of debit and credit cards that are the property of the User. Upon registration, NGOs must provide a bank account with IBAN number which is the property of the NGO.
4.3. Upon registration, the User shall provide a user name and a password (hereinafter the “Login Information”). The User's Login Information is personal and may not be used by a third party. The User shall store the Login Information in order to protect it against unauthorised access. The User is responsible for all use of the Service which takes place through the User's account.
4.4. If a User suspects unauthorised use of the User's Login Information, the User shall immediately notify Goodwings Experiences this fact and change the User's password. In the event Goodwings Experiences has cause to believe that the Login Information has been disclosed or in some other manner is being misused by unauthorised persons, Goodwings Experiences shall be entitled to immediately terminate the Agreement in accordance with section 9.3(c).
4.5. Goodwings Experiences shall be entitled at any time to request that the User changes the User's password. Changes shall be in effect promptly and may cause temporary disruptions in the use of the Service.
5. EQUIPMENT, ETC.
5.1. In order to use the Service, the User must possess devices with sufficient access to the Internet, in order to access the Website, and the necessary equipment in order to download and use the Website, i.e. up-to-date smartphones or tablets.
5.2. The Service requires that the User has access to the necessary Internet connection. The User is responsible for all costs associated with such connections, including data traffic costs, irrespective of where in the Territory (see, above, section 2.1) the User uses the Service.
5.3. Goodwings Experiences is not responsible for the User's failure to use the Service or for access to the Service being limited due to an overload on the Internet or due to faults or problems relating to computers or other units, networks, electronics or communications.
6. BOOKING PROCESS, FEES AND PAYMENT
6.1. The User may affect the payment of the Experiences through any of the means of payment offered by Goodwings Experiences on the Website. The User agrees to sign the necessary documents and, at each due date, keep sufficient funds for payment of the Experience available through the selected means of payment.
6.2. After an NGO accepts the booking request, a Travel Agent or a Traveller will receive a link to fill in the credit card details. The payment will only be drawn 2 weeks prior to the date of the Experience. Bookings that are made within 2 weeks prior to the date of the Experience, payment will be withdrawn immediately from the User's account.
6.3. Goodwings Experiences charges a service fee of 10 % of the price for an Experience, which will automatically be added to the payment of the Experience (the “Service Fee”).
6.4. Goodwings Experiences transfers the payment for an Experience to the NGO offering the Experience the following business day from when the Experience took place. It may take up to seven (7) business days for the payment to reach the NGOs bank account.
6.5. Incomplete payment. In case the Travel Agent or the Traveller could not complete the payment, or the payment cannot be withdrawn within 2 weeks before the date of the Experience, Goodwings Experience will send a reminder to the Travel Agent or the Traveller to complete the payment. If the payment cannot be resolved 7 days before the date of the Experience, Goodwings Experiences reserves the right to cancel the Experience and shall notify the NGO of the cancellation.
6.6. Cancellations by Travel Agent/Traveller. If a cancellation of an Experience is received no later than seven (7) business days before the date of the Experience, the payment for the Experience including the Service Fee shall be repaid to the Travel Agent/Traveller.
6.7. Cancellations by Travel Agent/Traveller. If a cancellation of an Experience is received 6 or fewer business days before the date of an Experience, 50 % of the payment for the Experience including 50 % of the Service Fee shall be repaid to the Travel Agent/Traveller. The remaining 50 % of the payment for the Experience will be transferred to the NGO, and Goodwings Experiences will keep the remaining 50% of the service fee.
6.8. Cancellations by NGO. If an NGO cancels an Experience within four (4) weeks prior to the date of the Experience, the NGO shall use its best efforts to organize a similar Experience acceptable for the Travel Agent/Traveller. If the NGO and Travel Agent/Traveller do not agree on a different Experience, the NGO shall pay 50 % of the price for the cancelled Experience for the undelivered Experience. If an NGO cancels an Experience within two (2) weeks prior to the date of the Experience and the NGO and Travel Agent/Traveller do not agree on a different Experience, the NGO shall pay the full price of the Experience to the Travel Agent/Traveller for the undelivered Experience. Same rule shall apply for Experiences that are booked within 2 weeks prior to the date of the Experience.
7. MODIFICATIONS AND AMENDMENTS
7.1. Goodwings Experiences reserves the right to change the fees and other terms and conditions for the Service. The User shall be notified of such changes no later than 30 days prior to such change entering into force. In conjunction with such change, the User shall be entitled to terminate the subscription with effect on the day upon which the change is to take effect. If the User does not terminate the subscription before such change takes effect the User shall be deemed to have accepted the changes. In cases where changes are clearly made advantageous for the User, the User would be not able to terminate the terms of agreement, and the terms and conditions shall apply immediately
7.2. Information to Users regarding changes and repayment. Information regarding changes described above will be provided to Users in accordance with section 8 below.
8. INFORMATION TO CUSTOMERS
8.1. Goodwings Experiences may send notices to the User by email, SMS, letter, invoice or publication on the Website. Notifications to the User shall be deemed to have received by the User immediately when sent by email, SMS or when published on the Website. Notices sent by post and invoice shall be deemed to have been received by the User three (3) days after the letter or invoice was posted.
8.2. Goodwings Experiences shall be deemed to have fulfilled its notification obligation by sending notices to the last-stated e-mail address, telephone number or postal address notwithstanding that such addresses are no longer used by the User or are otherwise unusable.
9. TERM OF THE AGREEMENT AND TERMINATION
9.1. A subscription for the Service is entered into for twelve (12) months period and is automatically prolonged for another twelve (12) months until the User or Goodwings Experiences terminates the subscription pursuant to these Terms and Conditions. The User shall terminate the subscription no later than a month prior to the end of the subscription period. No subscription fee paid in advance for the relevant period will be repaid and the User has the right to continue to use the Service until the end of that period.
9.2. If the User wishes to terminate the Agreement, Goodwings Experiences shall be notified by email, telephone, letter or, if Goodwings Experiences provides such alternative, through the Website (see section 19 below for contact information). If Goodwings Experiences wishes to terminate the Agreement, Goodwings Experiences shall notify the User by email, telephone or letter.
9.3. Miscellaneous. In addition to what is prescribed above, Goodwings Experiences shall be entitled to terminate the Agreement with immediate effect and at the same time make the Service immediately unavailable to the User in the event: a. the User is delayed in making payment for an Experience of not less than seven (7) days (see section 6.5); b. the User is insolvent or there are reasonable grounds to assume that the User is insolvent; c. there is unauthorised use of the Service or there are reasonable grounds to assume that such unauthorised use is occurring; or d. the User has in some other manner committed a material breach of contract, or repeated breach of contract.
10. INTELLECTUAL PROPERTY RIGHTS
10.1. In conjunction with the execution of the Agreement with Goodwings Experiences, Goodwings Experiences grants the User a non-exclusive, non-transferable and limited license to make use of the content and features of the Website. The User may only use the Website and the Service and its content in accordance with the Agreement.
10.2. Title to the materials and features on the Website and the content of the Service shall vest with Goodwings Experiences and are protected by copyright, trade mark law and/or other intellectual property rights. The User's agreement with Goodwings Experiences does not in any way entail a transfer to the User of title or any other intellectual property rights to the contents or features of the Website or to the Service.
11.1. The User shall not be entitled to act in any manner that may cause the Service or Website to no longer function, being overloaded, damaged or impaired. Nor may the User impinge on another User's use of the Service.
11.2. The User may not attempt to acquire unauthorised access to networks, computer systems, content or information relating to the Website or the Service. Breaches of this provision shall at all times be deemed to constitute a material breach of contract which, among other things, may result in termination with immediate effect (see, further, section 9).
12. LIMITATION OF LIABILITY, DISRUPTIONS AND OUTAGES
12.1. Disruptions, outages and other faults in the Service shall be notified to Goodwings Experiences as soon as possible. Goodwings Experiences shall not be responsible for faults in the Service which are beyond Goodwings Experiences’ control or other faults due to the use by the User of equipment which is not approved, or which is due to the negligence of the User or a third party.
12.2. Goodwings Experiences, its subsidiaries, employees, board members, cooperation partners and licensors shall not be liable under any circumstances for any loss or damage incurred by the User or any other party as a consequence of the use of the Website or the Service or in connection with the Experience. Goodwings Experiences is solely providing the User access to the Service and shall under no circumstances be seen as a provider of the Experience, see clause 18.2. Thus, any claims relating to the Experience, the quality of the Experience, liability or any other aspects relating to the Experience shall not be directed against Goodwings Experiences but shall be a matter between the NGO and the Travel Agent directly, see clause 18.2.
13. DUTY TO COMPENSATE
13.1. The User consents to compensate and hold Goodwings Experiences, its subsidiaries, employees, board members and licensors harmless for any losses, expenses or demands arising as a result of, or in conjunction with, the User's breach of the Agreement, the User's violation of applicable laws or the User's violations of third-party rights.
14.1. Goodwings Experiences shall be entitled, without the prior consent of the User, to assign its rights, claims and obligations pursuant to the Agreement to another company within the same group or to a third party who may be reasonably expected to fulfil its obligations pursuant to the Agreement in a satisfactory manner. The User shall be entitled to assign the User's rights and obligations pursuant to the Agreement with Goodwings Experiences’ consent.
15. LINKS FROM THE WEBSITE
15.1. The Website may include links to other websites provided by third parties. Goodwings Experiences has no control over, and assumes no responsibility whatsoever for, such links or content of such websites. The User's use of such websites shall be at the User's own risk.
16. INVALIDITY OF PROVISIONS
16.1. In the event any provision of these Terms and Conditions or otherwise in the Agreement is deemed impracticable or invalid, such impracticability or invalidity shall not affect or render invalid or impracticable the other provisions of the Agreement, and this Agreement or such provision shall be applied to the extent permitted by mandatory legislation.
17. NO CONSENT
17.1. If Goodwings Experiences refrains from requiring the fulfilment of a right under the Agreement or refrains from acting against the User's violation of the Agreement this shall not be deemed an authorization of the infringement or future similar infringements and shall not otherwise affect Goodwings Experiences’ rights pursuant to the Agreement.
18. COMPLAINTS AND DISPUTES
18.1. If the User for any reason is not satisfied with the Service, the User may of course contact Goodwings Experiences in accordance with section 19 below to make a complaint. The parties shall first attempt to resolve any disputes arising out of the Agreement by an amicable settlement. In the event the parties cannot reach an agreement in this regard, the dispute shall be resolved by a Danish court of law and shall be subject to Danish law, excluding its choice of law rules.
18.2. Any complaints from a Travel Agent/Traveller shall be directed at the NGO offering the Experience to which the complaint relates and vice versa. Goodwings Experiences shall not be liable for the performance of an Experience. Goodwings Experiences reserves the rights, but have no obligations, to be involved in any disputes or complaints between a Travel Agent/Traveller and an NGO, or between other Users of the platform.