Version 1.3 – 1st of July 2022
This Subscription Agreement (the “Agreement”) is between you as a company or sole trader (“You” or “you”) and SafariOffice BV (“SafariOffice”, “We”, “we” or “us”). You and SafariOffice can each be referred to as a party (“Party”) and collectively the parties (“Parties”).
SafariOffice has employees, independent contractors, and representatives (“our Team”).
The terms and conditions as outlined in this Agreement are collectively referred to as the terms (“Terms”).
SafariOffice provides software and content solutions (the “Services”) to companies in the travel industry. The Services include, without limitation, marketing and sales tools, customer support tools, resource planning tools and more.
You can make use of the Services if you, or one of your representatives, sign up for a SafariOffice account (“Account”). Once you are in the possession of an Account, you can add one or more users (“User” or “Users”). The Terms of this Agreement also apply to the Users added to your Account.
In order to get an Account and use the Services, you must:
- 1.1 complete the Account registration process;
- 1.2 accept the Terms of this Agreement, including the Data Processing Agreement;
- 1.3 provide true, complete, and up-to-date personal and company information as requested in the Account registration process (“Registration Data”);
By signing up for an Account and using the Services, you represent and warrant that you meet all the requirements listed above, and that you will not use the Services in a way that violates any laws or regulations. Note that by representing and warranting, you are making a legally enforceable promise.
You will maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof).
We may refuse service, close your Account, and change eligibility requirements at any time, without prior notice and at our sole discretion.
2. Terms of This Agreement
When you sign up for an Account and accept the Terms of this Agreement, the Agreement between you and SafariOffice is formed, and the term of the Agreement (the “Term”) will begin.
The Term will continue for as long as you have an Account or until you or we terminate the Agreement in accordance with these Terms, whichever happens first.
3. Closing Your Account
You or SafariOffice may terminate the Agreement at any time and for any reason. The Agreement can be terminated by giving notice to the other party or by closing your Account. We may suspend the Services to you at any time, with or without cause. If we terminate your Account without cause we will refund the unused portion of your prepayment. We will not refund or reimburse you in any other situation, including if your Account is suspended or terminated for cause, such as for a breach or violation of the Agreement. If your Account is inactive for 24 or more months, we may terminate your Account and you will not be entitled to a refund. Once your Account is terminated, you acknowledge and agree that we may permanently delete your Account and all the data associated with it. Usernames are unique and can only be used once. If your Account has been terminated, the Username will no longer be available for use on any future Account and cannot be reclaimed.
4. Changes to the Terms or Services
We may change any of the Terms by posting revised Terms on the SafariOffice website (“SafariOffice Website”). Unless you terminate your Account, the new Terms will be effective immediately upon posting and apply to any continued or new use of the Services. We may change the features of the Services at any time, and we may discontinue any features of the Services at any time, without prior notice and at our sole discretion.
5. Account and Password
You are responsible for keeping the name and password of your Account confidential. You are also responsible for any Account that you have access to and any activity occurring in such an Account (other than activity that we are directly responsible for that is not performed in accordance with your instructions), whether or not you authorized that activity. You will immediately notify us of any unauthorized access or use of your Account. We are not responsible for any losses due to stolen or hacked passwords. We do not have access to your current password, and for security reasons, we may only provide you with instructions on how to reset your password.
We have the right to update any of your contact information in your Account for billing purposes. In addition, you represent and warrant that all information you provide to us when you establish an Account, and when you access and use the Services, is and will remain complete and accurate. We may contact you, or any User, or login email added to your Account, based on the information provided in your Account.
6. Account Disputes
We do not know the inner workings of your organization or the nature of your personal relationships. You will not request access to or information about an Account that is not yours, and you will resolve any Account-related disputes directly with the other party. We decide who owns an Account based on a number of factors, including the content in that Account, and the contact and profile information listed for that Account. In cases where differing contact and profile information is present or we are unable to reasonably determine ownership, we will require you to resolve the matter through proper channels outside of SafariOffice.
When a dispute is identified, we may suspend any Account associated with the dispute, including disabling login and sending capabilities, to protect the security and privacy of the data held within the Account until the dispute is properly resolved.
7. Proprietary Rights
We own all proprietary rights in the Services, including, but not limited to, patents, trademarks, service marks, trade secrets, copyrights and other intellectual property rights. You will respect our proprietary rights.
We do not claim ownership of content you submit or make available for inclusion on the Services. You shall retain all right, title, and interest in and to the material, content, data, photos, graphics, audio, video, text and other information (including your personal information and the personal information of others) you submit to SafariOffice in the course of using the Services or which we otherwise retrieve or access at your direction or with your permission (collectively, “Your Content”).
Subject to these Terms, and as necessary to provide the Services to you, you grant us a perpetual, irrevocable royalty-free, non-exclusive, worldwide, fully sublicensable and transferable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display Your Content (in whole or in part, including any personal information therein) and to incorporate Your Content into other works in any format or medium now known or later developed.
We will not make Your Content available to other companies that use the Services. It could, however, be that both you and other companies submit content to the Services that is the same as Your Content, including but not limited to accommodation photos. If this results in cases where you believe other companies are violating the proprietary rights of Your Content, we will require you to resolve these matters through proper channels outside of SafariOffice.
Regarding Your Content, you represent and warrant that:
- 7.1 you own or have otherwise obtained all necessary rights, releases, and permissions to submit Your Content to the Services and to grant the rights granted to us in these Terms; and,
- 7.2 Your Content and its submission and use as you authorize in these Terms will not violate (1) any applicable law, (2) any third-party intellectual property, privacy, publicity, or other rights, or (3) any of your or third-party policies or terms governing Your Content.
You may provide or we may ask you to provide suggestions, comments, input or other feedback (“Feedback”) regarding SafariOffice and the Services. If you provide us with any Feedback, then you grant us a royalty-free, non-exclusive, worldwide, sublicensable, and transferable license to use, reproduce, publicly display, distribute, modify, and publicly perform the Feedback as we see fit. Any Feedback you choose to provide is given entirely voluntarily. You understand that you will not receive any compensation for your Feedback, and that we may use any Feedback you provide to improve the Services or to develop new features and Services.
10. Right to Review Content and Data
We may view, copy, and internally distribute Your Content as well as data and other information from your Account to create algorithms and programs (“Tools”) that help us spot problems and improve the Services. We use these Tools to find violations of these Terms or laws and to study data internally to improve the Services. We may also aggregate and anonymize data, including from Your Content and your Account, to create statistical information. You acknowledge and agree that we may share this aggregated and anonymized statistical information externally for research, marketing, or other lawful purposes.
Rules, Abuse, Representations and Warranties
11. General Rules
By agreeing to these Terms, you promise to follow these rules:
- 11.1 You will not ‘Spam’, send ‘Junk Email’ or use the Services for ‘Illegal advertising’.
- 11.2 You will not systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us. Content provided in the Services can only be used within the Services (and not copied or downloaded for use in other software, applications, print, online or other current and future media).
- 11.3 You will not circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the content contained therein.
- 11.4 You will not impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
- 11.5 You will not interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services, including using any device, software or routine to bypass our security systems.
- 11.6 You will not decipher, decompile, disassemble, or reverse engineer any of the Services nor will you make use of any of the Services to create a competing product.
- 11.7 You will not make any part of the Services or Your Content available to anyone other than your clients, or use any of the Services or Your Content for the benefit of anyone other than your clients, unless we explicitly agree otherwise and do so in writing.
- 11.8 You will not sell, resell, license, sublicense, distribute, make available, rent or lease any of the Services, or include any Services in a service bureau or outsourcing offering.
12. Bandwidth, Storage and API Abuse
We provide bandwidth, system storage and application programming interfaces (“API”) for the Services. You will not use our bandwidth, system storage or API for any purpose other than using the Services for your clients. We may, at our sole discretion and at any time, throttle, otherwise limit or control the bandwidth, API and sending capabilities of your Account or delete any of Your Content that is stored on our systems.
13. Reporting Abuse
Please notify us immediately at email@example.com if:
- 13.1 you think someone is violating any of these Terms;
- 13.2 you received spam and you think that you know where it came from;
- 13.3 you think anyone has posted material that violates any proprietary rights.
14. Representations and Warranties
- 14.1 You represent and warrant that:
- i. you comply with all applicable governmental laws, codes, regulations, ordinances and rules of the country, state or municipality under which law you are incorporated with respect to conducting, carrying out and continuing your operations and business;
- ii. you hold and comply with all permits, licenses, and other governmental authorizations necessary for conducting, carrying out and continuing your operations and business;
- iii. you have the full corporate power and authority to enter into and perform your obligations under this Agreement;
- iv. you have taken all corporate action required to authorize the execution and performance of this Agreement;
- v. this Agreement constitutes legal valid and binding obligations for you in accordance with the Terms; and
- vi. you do not trade with and are not connected to, part of, involved in, related to or (partially or fully) own a company that is in any way involved in hunting safaris. And that the direct, indirect and ultimate (beneficial) owners (and their directors) of your company do not directly or indirectly control, manage or (partially or fully) own a company that is in any way involved in hunting safaris.
- 14.2 Anti-terrorism, anti-money laundering and international sanctions
You represent and warrant that you, the direct, indirect and ultimate (beneficial) owners of your company, your employees, directors, officers, agents, other representatives or subsidiaries (and their directors) shall:
- i. comply with the sanction regimes, anti-money laundering laws and anti-terrorist financing laws of any government or other relevant authority; and
- ii. not trade with or be connected to, part of, involved in, related to, or under the control, management or ownership of:
- a. terrorists or terrorist organizations;
- b. entities or private individuals listed as (special) designated nationals/entities or blocked persons/entities in accordance with the sanction regimes of the United States, European Union, United Kingdom, United Nations or any other relevant sanctions authority;
- c. entities or private individuals otherwise subject to any applicable trade embargo, or financial, economic and trade sanctions;
- d. entities or private individuals located, organized or resident in Cuba, Iran, Libya, North Korea, Sudan, Syria, Russia, Belarus and the region of the Crimea;
- e. parties or persons guilty of money laundering, bribery, fraud or corruption.
14.3 Bribery, corruption or other illegal practices
You represent and warrant that in respect of (or as an award for) the execution, delivery, sealing, registration, filing of, and/or the execution, performance or delivery under or pursuant to, the Agreement, you, the direct, indirect and ultimate (beneficial) owners of your company, your employees, directors, officers, agents, other representatives or subsidiaries (and their directors) shall:
- i. not directly or indirectly (a) offer, promise or give to any third party (including any governmental official or political party or party’s official, representative or candidate), or (b) seek, accept or get promised for itself or for another party, any gift, payment, reward, consideration or benefit of any kind which would or could be construed as bribery or an illegal or corrupt practice; and
- ii. comply with all applicable laws governing anti-bribery and corrupt gifts and practices (including the US Foreign Corrupt Practices Act and the UK Anti-Bribery Act).
14.4 No representations or warranties in connection with this Agreement
Except as otherwise expressly provided in this Agreement, neither you nor SafariOffice makes any representations or warranties, express or implied, in connection with the subject matter of this Agreement and hereby disclaims any and all implied warranties, including all implied warranties of merchantability or fitness for a particular purpose regarding such subject matter.
To the maximum extent permitted by law, we provide the Services as-is. This means that, except as expressly stated in these Terms, we do not provide warranties, conditions, or undertakings of any kind in relation to the Services, either express or implied. This includes, but is not limited to, warranties of merchantability and fitness for a particular purpose, which are, to the fullest extent permitted by law, excluded from the Agreement.
15. Limitation of Liability
To the maximum extent permitted by law, you acknowledge and agree that:
- 15.1 you assume full responsibility for any loss that results from your use of the Services, including any downloads from the Services;
- 15.2 we and our Team will not be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they are based on negligence or we have been advised of the possibility of those damages; an
- 15.3 in any calendar month, our total liability to you arising under or in connection with the Agreement—whether in contract, tort (including negligence), breach of statutory duty, or otherwise—will be no more than what you paid us for the Services the preceding month.
For the avoidance of doubt, in no instance will we or our Team be liable for any losses or damages you suffer if you use the Services in violation of these Terms, regardless of whether we terminate or suspend your Account due to such violation.
You agree to indemnify and hold us and our Team harmless from any losses, including legal fees and expenses that directly or indirectly result from any claims you make that are not allowed under these Terms due to a “Limitation of Liability” or other provision. (Indemnity is an agreement to compensate someone for a loss.) You also agree to indemnify and hold us harmless from any losses, including legal fees and expenses, that directly or indirectly result from:
- 16.1 Your Content;
- 16.2 your use of the Services;
- 16.3 your violation of any laws or regulations;
- 16.4 third-party claims that you or someone using your password did something that, if true, would violate any of these Terms;
- 16.5 any misrepresentations made by you; or
- 16.6 a breach of any representations or warranties you have made to us.
17. Equitable Relief
Your violation of these Terms may cause irreparable harm to us and our Team. Therefore, we have the right to seek injunctive relief or other equitable relief if you violate these Terms (meaning we may request a court order to stop you).
18. Subpoena Fees
If we have to provide information in response to a subpoena, court order, or other legal, governmental, or regulatory inquiry related to your Account, then we may charge you for our costs. These fees may include attorney and employee time spent retrieving the records, preparing documents, and participating in a deposition.
We and our Team are not responsible for the behavior of any third parties, agencies, or linked websites, including third-party applications, products, or services for use in connection with the Services (each a “Third-Party Integration”). Your use of any Third-Party Integration and rights with respect to such Third-Party Integration are solely between you and the applicable third party. We are not responsible for the privacy, security or integrity of any Third-Party Integration or the practices and policies of any Third-Party Integration. We make no warranties of any kind and assume no liability of any kind for your use of any Third-Party Integration.
20. Free and Paid Services
Some Services are provided free of charge and other Services require a payment. The Services that are provided for free might have limitations such as, but not limited to, a maximum number of Users, storage limits or other limits. In most cases such limits can be overcome by acquiring or upgrading to a paid Service.
We may at any time, without prior notice and at our sole discretion change limits and features of Services and we may discontinue or require a payment for free Services.
Save as set out otherwise in this Agreement, you will not be entitled to a refund or credit from us under any circumstances. However, we may, at our sole discretion, offer a refund, discount or credit.
22. Cleared Funds
All payments to be made under this Agreement shall be made in cleared funds, without any deduction or set-off, and free and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority. If you are compelled to make any such deduction or withholding, you will pay to us such additional amounts as are necessary to ensure receipt by us of the full (net) amount which we would have received but for the deduction. You are responsible and liable for the payment and remittance of any taxes, levies, imports, duties, charges, fees and withholdings over and above the full (net) payment from you to us.
23. Late Payment
In the case of late payment, we reserve the right to claim statutory interest, to suspend its service under this Agreement (e.g., by suspending you from the Services), and/or to ask for a bank guarantee or other form of financial security from you.
24. Payment Disputes
In the event of a dispute between SafariOffice and you (e.g., about payments), any undisputed amount will be paid in accordance with the Terms of this Agreement, notwithstanding the status or nature of the dispute.
25. VAT (Value Added Taxes)
In some situations VAT is applicable:
- 25.1 If your billing address is outside of the UK or European Union, VAT is not applicable.
- 25.2 If your billing address is within the Netherlands, 21% VAT will be added to the charges.
- 25.3 If your billing address is within the UK or European Union (other than the Netherlands) and you have a valid VAT number, the charges are subject to reverse charge and VAT VAT will not be added to the charges as the charges are subject to reverse charge and VAT is to be accounted for by you in your own country, as per Section 55A of the UK VAT Act 1994 or Article 196 of EU Council Directive 2006/1125/EC.
- 25.4 If your billing address is within the UK or European Union (other than the Netherlands) and you do not have a valid VAT number for your company, the VAT rate that is applicable in your country will be added to the charges.
We will provide invoices for all payments. Invoices will be emailed to you.
27. Billing Changes
We may at any time, without prior notice and at our sole discretion, change any of our fees and pricing structure for paid Services. New prices and pricing structures will be posted on the SafariOffice Website or we will notify you by email.
You understand and agree that in the performance of this Agreement, you may have access to or may be exposed to, directly or indirectly, confidential information of SafariOffice. Confidential information includes personal information, statistical data, marketing and business plans, business, financial, technical, operational and such other non-public information that SafariOffice designates as being private or confidential or of which you should reasonably know that it should be treated as private and confidential (“Confidential Info”).
Notwithstanding the foregoing, Confidential Info shall not include any information to the extent it:
- 28.1 is or becomes part of the public domain through no act or omission on your part;
- 28.2 is disclosed to you by a third party having no obligation of confidentiality with respect thereto; or
- 28.3 is required to be disclosed pursuant to law, court order, subpoena or governmental authority.
Regarding Confidential Info, you agree that:
- i. all Confidential Info shall remain the exclusive property of SafariOffice and you shall not use any Confidential Info for any purpose except in furtherance of this Agreement;
- ii. you shall maintain, and shall use prudent methods to cause your employees, officers, representatives, contracting parties and agents (the “Permitted Persons”) to maintain the confidentiality and secrecy of the Confidential Info;
- iii. you shall disclose Confidential Info only to those Permitted Persons who need to know such information in furtherance of this Agreement;
- iv. you shall not, and shall use prudent methods to ensure that the Permitted Persons do not, copy, publish, disclose to others or use (other than pursuant to the terms hereof) the Confidential Info; and
- v. you shall return or destroy all (hard and soft copies of) Confidential Info upon written request of SafariOffice.
You may not assign any of your rights under this Agreement to anyone else. We may assign our rights to any other individual or entity at our discretion.
30. Choice of Law
Save as set out otherwise in this Agreement, this Agreement shall be exclusively governed by the laws of the Netherlands and any disputes arising out of or in connection with this Agreement shall exclusively be submitted to and dealt with by the competent court in ‘s-Hertogenbosch, the Netherlands.
Notwithstanding the foregoing, nothing in this Agreement shall prevent or limit us in our right to bring or initiate any action or proceeding or seek interim injunctive relief or (specific) performance before or in any competent courts where you are established or registered under the laws of the relevant jurisdiction for this purpose. You waive your right to claim any other jurisdiction or applicable law to which you may have a right.
31. Force Majeure
We will not be held liable for any delays or failure in performance of any part of the Services, from any cause beyond our control. This includes, but is not limited to, acts of god, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers, or third-party internet service providers.
Even if this Agreement is terminated, the following sections will continue to apply: Proprietary Rights, Feedback, Right to Review Content and Data, Representations and Warranties, Limitation of Liability, Indemnity, Equitable Relief, Subpoena Fees, Confidentiality, Choice of Law, Force Majeure, Severability and Additional Terms.
If any provision of this Agreement is or becomes invalid or non-binding, Parties shall remain bound by all other provisions hereof. In that event, Parties shall replace the invalid or non-binding provision by provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.
If we do not immediately take action on a violation of these Terms, we are not giving up any rights under the Terms, and we may still take action at some point.
35. No Changes in Terms
We cannot change these Terms for you or anyone else.
36. Changes of Ownership
If we are in the process of selling our company, our website, or substantial parts of our business, you agree we may disclose and/or transfer the personally identifiable information in your Account as well as other information to the (potential) new owner so they can better value our business and, if sold, continue to operate the Services. This will also be the case if the new owner is a non-EU company, organization or individual.
You also agree that in the case the ownership of our company or website changes, the rights, obligations and restrictions you have towards us, as set forth in this Agreement, will be transferred to the new owner without notice to you and you accept the new owner as your new counterparty in this Agreement.
37. Further Actions
You will provide all documents and take any actions necessary to meet your obligations under these Terms.
38. Notification of Security Incident
If we become aware of a security incident related to our systems or databases that contain personal information of you or your contacts, we will notify you if required by law. In that event, we will also provide you with information about that incident so that you can evaluate the consequences to you and any legal or regulatory requirements that may apply to you, unless we are prevented from doing so by legal, security or confidentiality obligations. Notifying you of a security incident or cooperating with you to respond to one will not be deemed an acknowledgment or assumption of any liability or fault of SafariOffice for such incident.
From time to time we may:
- 39.1 invite you to try features or Services that are not generally available; or
- 39.2 release features or Services that are identified as beta, preview, pilot, limited release, or by a similar designation (collectively, “Beta-Services”). Beta-Services may be provided for evaluation or testing purposes only, and, therefore, may contain bugs or errors, and may not be as reliable as other features of the Services. We may discontinue Beta-Services at any time, without prior notice and at our sole discretion, and we may decide not to make Beta-Services generally available.
For the avoidance of doubt, Beta-Services are a part of the Services, and, therefore, are subject to the terms of this Agreement.
40. Additional Terms
Some of the Services might have additional terms and conditions (“Additional Terms”) that are not incorporated in this Agreement. You agree that these Additional Terms, together with this Agreement, make up the entire agreement (“Entire Agreement”) between you and SafariOffice and will supersede all prior agreements, representations, and understandings. Any Additional Terms will be considered incorporated into the Entire Agreement when you activate the corresponding Service. Where there is a conflict between this Agreement and the Additional Terms, the Additional Terms will control the extent of the conflict.
Any notice to you will be effective when we send it to the last email or physical address you gave us. Any notice to us can be sent by postal mail or email and will be effective as soon as we have confirmed its delivery to you. All notices and communications must be in English. If both Parties are located in the Netherlands, the notices and communications may also be in Dutch.
SafariOffice is a private limited liability company, incorporated under the laws of the Netherlands and has its office at Veemarktkade 8 (Unit 6245), 5222 AE, ‘s-Hertogenbosch, the Netherlands. If you have any suggestions or remarks about this Agreement, please send an email to firstname.lastname@example.org.