Version July 19th 2017
Get Stoked is operated by Adventure In You PTE. LTD. Throughout the mobile app “Get Stoked” and website “www.getstoked.com”, the terms “we”, “us” and “our” refer to Adventure In You PTE. LTD. The terms “site” and “website” in this agreement refer to both the mobile app “Get Stoked” and website “www.getstoked.com”. Adventure In You PTE. LTD offers Get Stoked a mobile app/ website, including all information, tools and services available from this site to you, the supplier, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
Get Stoked only provides the Platform to allow Suppliers to offer and to directly advertise their Services to Customers. Get Stoked acts as a commercial agent authorized and appointed by Supplier. Get Stoked, through an intermediary agreement with a Customer, will facilitate the communications between them and the Supplier of the service. Get Stoked in no event may be deemed a party to any agreement whereby a Customer ends up purchasing Services from a Supplier.
- Scope of Application of these Terms and Conditions
These terms and conditions (“Conditions” or “Contract”) govern the relationship between the Supplier (“Supplier”, “His”, “Her”) and Get Stoked only. The relationship between Customers (“Customers” or “Users”) and the Supplier is not governed by this Contract, but by the individual agreement entered into between Customer and Supplier. The default agreement between Customers and Suppliers is the General Terms of Business (“Default Supplier Terms”). If Supplier wishes to provide Services to Customers pursuant to terms other than the Default Supplier Terms, Supplier must directly provide those terms to the Customer. The relationship between Get Stoked and Customers is governed by Get Stoked Terms of Service.
- Registration of the Supplier
2.1 Upon registering on the Platform (which can be done by creating a new account or logging into an already existing account by using the forget password feature (Known as “activating your account”)), the Supplier is entitled to offer his/her Services through the Platform. In the course of registration on the Platform, the Supplier accepts the Conditions. When accessing the platform the supplier is presented with a text statement below the log in features saying clearly “By creating an account/logging in, you hereby agree to the Supplier Terms and Conditions and the Terms of Business”. By accessing the platform the supplier agrees that he has read, understood, and agrees to be bound by the Conditions and that he represents and warrants that the individual entering into this Contract on the Supplier’s behalf is duly authorized and empowered.
2.2 Get Stoked is not responsible for verifying the identity, authenticity, or credentials of the individual entering into this Contract.
2.3 The Supplier shall offer and render his Services as an entrepreneur according to the relevant tax regulations of the applicable Value Added Tax Act and the practices and requests of the tax authorities. The Supplier shall enter into the relevant contract with Customers in the conduct of his business or self-employed professional activity.
- The Service provided by Get Stoked
3.1 Supplier authorizes Get Stoked , directly and indirectly through the use of sub-agents, to (i) offer Services to Customers on Supplier’s behalf, (ii) conclude contracts with Customers in the name of and on behalf of Supplier.
3.2 Get Stoked facilitates the communications between Customers and the Suppliers by way of the Platform that contributes to increase the Supplier’s goodwill, promote the Supplier’s Services, and generally encourage Customers to place orders with the Suppliers directly.
3.3 To secure the quality of the offers, the responding rate and the customer service of the Suppliers Get Stoked is entitled to appoint so-called “test travelers” who are entitled to message a Supplier’s offer up to 4 (four) times over the course of 1 (one) year. Test travelers may only disclose the fact that they acted as a test tarveler after the communication has been finalized.
- Duties of the Supplier
4.1 The Supplier represents and warrants that all information with regard to his offer shall at all times be true, accurate, and not misleading. The Supplier shall update the uploaded information as timely as required for guaranteeing the accuracy of the information provided. Updated information will go into draft and be submitted for approval by the Get Stoked team. The Supplier may be held liable for all Customers’ claims based upon alleged inaccuracies of the uploaded information as displayed on the Platform (such as information about Services or prices). The Suppliers are responsible for the accuracy of the information in the language version as submitted on the platform. To the extent the Supplier is aware or may be expected to be aware of any inaccuracy in another language version of the uploaded information, the Supplier shall inform Get Stoked immediately.
4.2 The Supplier represents and warrants that all Services shall only be rendered in compliance with all applicable laws, in particular with the laws of the country of the Suppliers’ residence as well as in compliance with all applicable laws of the country the Services are rendered in and not to violate any rights of third parties thereby. The Supplier particularly warrants (a) to comply with any consumer protection and other protection, information and consultation duties and regulations, and (b) to dispose of all administrative and other permissions and licenses as well as insurances and the like needed in the jurisdiction of the respective country for fulfilment of the contractual obligations and to instruct its service partners according to these terms and conditions accordingly. Upon request, the Supplier will provide respective evidence and documentation, including copies of permits and licences. In the event of alleged non-compliance of the Services provided by the Supplier, the Supplier shall without undue delay cooperate, at his own expense, with any administrative authorities or competition/consumer protection associations.
4.3 The Supplier represents and warrants that he will provide Customers with all necessary information for the execution of the Service (e.g. meeting point and time, clothing, equipment, etc.) well in advance. The Supplier is required to check the e-mails stated in the Supplier Account at least once per day. The Supplier is responsible for the inclusion of his individual general terms and conditions, which go beyond the terms and conditions provided by Get Stoked.
4.4 The Supplier represents and warrants that all employed guides possess the legal allowances and meet all necessary legal requirements, including professional qualifications and allowances. The Supplier is fully responsible for the conduct of the guide with regard to Customers or other persons who legitimately use the Services.
4.5 The Supplier may only offer his own Service via the Platform. The Supplier may not offer Services as an intermediary or agent. To the extent the Supplier nevertheless acts as intermediary or agent he shall be treated as contracting party and shall be held liable for any respective damages. The Supplier needs to be prepared to perform the offered Service. It is not allowed to upload sham Services.
4.6 The rates, availability, amenities, and restrictions for your Service, and mandatory fees you make available through the Platform have to be equal to or better than what you make available through your own channels or any third party channels. Customers who book a Service through the Platform will be treated at least as well as Customers that book through your own or any third party channels.
4.7 The Supplier shall contract a comprehensive general liability insurance which insures all Services that are offered through the Platform. It is obligatory to agree upon an insurance sum that is appropriate for the given booking volumes and risk. The general liability insurance also needs to cover potential regress claims of Get Stoked. Specifications concerning the general liability insurance must be documented electronically and sent to us via email at email@example.com. This includes: name and address of the General Liability Insurance, number of the insurance policy, and the insurance sum. Get Stoked reserves the right to inspect the insurance policy upon request and demand proof of payment for the insurance premium. The Supplier shall update such uploaded information immediately for guaranteeing the accuracy of such information at any time.
4.8 The prices provided by the Supplier through the Supplier Account for his offers and Services shall include and show separately VAT, sales taxes and such other applicable national, governmental, provincial, state, municipal or local taxes or levies. It is not legitimate to ask Customers to pay any further salaries, taxes, dues, commissions or cover other expenses, upon the execution of the Service.
4.9 The Supplier is obliged to provide Customers with a proper invoice that complies with all applicable tax requirements.
4.10 Supplier grants Get Stoked the right to change free of charge the date, the time or language of Service as well as the number of persons attending the Service, if other dates, times, or languages for the Service are available.
- Messaging Procedure
5.1 All visitors to the Platform will have the opportunity to view the offered Services without prior registration. If the visitor is interested in a specific Service, he will message the Supplier and the Supplier will be duly notified via email.
5.2 Message Processing
Unless mutually otherwise agreed upon the Supplier has a timeframe of 24 (twenty-four) hours upon receipt of the Message request in his e-mail inbox to reply to the customer. If the Supplier does not reply Get Stoked has the right to take over the conversation and make sure the customer is serviced by other means including but not limited to, being connected with another supplier.
5.3 Get Stoked is not responsible for the accuracy and/or completeness of Customer-related data.
- The Supplier’s Listing Offers
6.1 The Supplier is responsible for ensuring that the provided information advertising his/her company is always up-to-date. Revised, cancelled, or invalid Services must be deleted immediately.
6.2 It must be clear from the Service description that the Supplier offers the Services in his own name and in his own responsibility. The Services must be offered under the generally used company and brand name. There must not be the impression, neither directly nor indirectly, that Get Stoked is the Supplier of the Services, or that Get Stoked has tested the quality of the offered Services or otherwise emphasizes their quality.
- Displayed Content & Intellectual Property
7.1 The Supplier grants Get Stoked a non-exclusive, royalty free and worldwide right and license (or sublicense as applicable):
7.1.1 to use, reproduce, have reproduced, distribute, sublicense, communicate and make available in any method and display the intellectual property rights of and in the content submitted through the Supplier Account pursuant to these Conditions and which are necessary for Get Stoked to exercise its rights and perform its obligations under these Conditions;
7.1.2 to use, reproduce, have reproduced, process, distribute, sublicense, display and utilize (including without limitation to publicly perform, modify, adapt, communicate, reproduce, copy, translate and make available to the public in any manner whatsoever) the provided content.
7.2 Get Stoked may sublicense, make available, disclose and offer this content (including the relevant intellectual property rights) of the Supplier and all such further rights and licenses set out in this Contract via or in collaboration with (the websites, apps, platform, tools or other devices of) affiliated companies and/or third parties.
7.3 In no event shall Get Stoked be liable to the Supplier for any acts or omissions on the part of any third party platforms. The sole remedy for the Supplier in respect of such third party platforms is (a) to request Get Stoked (which has the right and not the obligation) to disable and disconnect with such third party platform, or (b) termination of this Contract, all in accordance with the terms of these Conditions.
7.4 The Supplier is liable for any claim of third parties related to copyright infringements of content he has provided to Get Stoked (see also clause 21. Liability of Supplier and Indemnification).
- (Online) Marketing and PPC advertising
8.1 Get Stoked is entitled to promote the Services of the Supplier using the Supplier´s name(s) in online marketing, including e-mail marketing and/or pay-per-click (PPC) advertising.
8.2 It is in Get Stoked ´s sole discretion how to advertise the offers of the Supplier on the Platform or on third party websites and in online affiliate networks, including but not limited to ranking and promotion.
8.3 The Supplier is aware of the working methods of search engines, such as spidering of content and ranking of URLs. Get Stoked agrees that if the Supplier becomes aware of behavior by third party platforms breaching the Supplier´s intellectual property rights, the Supplier will notify Get Stoked in writing with details of the conduct and Get Stoked will use its commercially reasonable efforts to ensure that the relevant third party takes the necessary steps to remedy the breach.
8.4 The Supplier agrees not to specifically target the Get Stoked brand directly through keyword purchases that use Get Stoked’s intellectual property rights.
8.5 Get Stoked runs online marketing campaigns at its own cost and discretion.
- Responsibility for Content
9.1 The Supplier is responsible for content submitted on the Supplier profile, such as for instance descriptions of Services, forum entries, etc. Get Stoked treats such content as external content. Get Stoked also treats Customers content, such as forum entries, reviews, etc. as external content and excludes liability.
9.2 If Get Stoked is notified about or detects content that does not comply with these Conditions or any other legal provisions, Get Stoked may partially or fully delete this content provided that the breach of such rules is not remedied by the Supplier within two days after our notice. If the abusive content originates from a Supplier, Get Stoked is entitled to block access to or delete the respective Supplier Account. Get Stoked will always consider the respective mutual interests in the respective case before blocking or suspending a Supplier Account.
9.3 The Supplier may only upload or approve (by “activating their account”) content and data for which he owns the corresponding (copy) rights. Such information must not abuse privacy rights of Customers, third parties, etc. and needs to comply with the applicable competition laws and other legal requirements.
- Customer Complaints
Complaints or claims in respect of (the Service offered, rendered, or provided by) the Supplier or specific requests made by Customers are to be dealt with by the Supplier as Get Stoked is not responsible for and disclaims any liability in respect of such claims from Customers. Get Stoked may at any time and at its sole discretion (a) offer customer (support) services to a Customer, (b) act as intermediate between the Supplier and Customers, (c) provide – at the costs and expenses of the Supplier – an alternative service of an equal or better standard in the event of not being services or other material irregularities or complaints in respect of the offered or provided service, or (d) otherwise assist Customers in their communication with or actions against the Supplier.
The Supplier acknowledges that he is solely responsible for the accuracy of the tax rate information indicated in price, the identification of applicable taxes and any changes to the tax rates entered into the Platform. The Supplier is responsible for accounting to the relevant tax authorities for any taxes applicable to any amount received by the Supplier in consideration of the Services. If requested by Get Stoked , the Supplier will promptly provide Get Stoked with valid tax invoices in respect of any transactions entered into under these Conditions, where taxes are chargeable under applicable law.
Furthermore to point 5 above, In order to exchange messages between Customers and the Supplier that are not meant for the general public, Get Stoked offers the Direct Message functionality. Direct Messages are exclusively meant for information concerning the Service offering and its execution. Personal messages or messages not pertaining to the Service may not be exchanged through the Direct Message functionality. Get Stoked is explicitly entitled to monitor Direct Messages and delete any which do not comply with these criteria.
- Rules for Customer-related Communication
13.1 The Supplier is required to handle all Customers’ inquiries, etc. received through Get Stoked exclusively on the Platform.
- Data Protection
The Supplier agrees that he has in place and will maintain, or will establish and maintain, adequate security procedures and controls to prevent the unintended disclosure of, and the unauthorized access to or misappropriation of, any personal data or information of any Customer. Neither the Supplier nor its affiliates shall either directly or indirectly, engage in any solicited or unsolicited marketing, promotional, or similar communications with any Customer that has booked through the Platform without such Customer’s consent. The Supplier will process, store, transmit, and access any Customer-related information that includes payment information (including, without limitation, credit card, debit card, or bank account information) in compliance with applicable law including, without limitation, the data security rules of the Payment Card Industry Data Security Standard for protecting credit and debit cardholder information applicable to the Supplier, and the EU Data Protection Directive (and all laws promulgated thereunder), in each case as the same may be amended, updated, replaced, or augmented. Upon Get Stoked’s request, the Supplier will provide evidence that he has established and maintains technical and organizational security measures governing the processing of personal data in accordance with this section.
- Representations and Warranties
In addition to any other representations and warranties made by the Supplier in these Conditions, the Supplier hereby represents and warrants that: (a) the Supplier has authorized the individual entering into these Conditions on the Supplier’s behalf to take such action on the Supplier’s behalf, (b) this Contract constitutes a valid and binding obligation enforceable against the Supplier in accordance with its terms, (c) the performance of the Supplier obligations under these Conditions will not violate any agreement or obligation between the Supplier and any third party, (d) the Supplier’s performance under these Conditions will comply with the Conditions, (e) the Supplier holds all licenses, permits, and authorizations required to make his service available for booking through the Platform and to otherwise comply with the Supplier’s obligations under these Conditions, (d) the Supplier is the owner of all intellectual property rights uploaded through the Supplier Account or authorized by the owner of such rights to upload and license such rights through the Platform.
- Liability of the Supplier and Indemnification
The Supplier agrees, at his expense, and on an after-tax basis, to indemnify, defend, and hold harmless Get Stoked , each of its affiliates and any of Get Stoked or any of its affiliates’ officers, directors, employees, or agents or Get Stoked third party distribution partners against any third-party claim, action, loss, damage, expense or other liability (including without limitation, attorneys’ fees and expenses) arising from or relating to (a) the Supplier’s Services, (b) the performance of the Supplier’s duties and obligations under this Contract or any breach or default by the Supplier under this Contract, including, without limitation, a breach of any representation, warranty or covenant, or (c) any allegation that Get Stoked or any of its affiliates’ use, reproduction, distribution or display of the Service information as permitted under this Contract infringes or misappropriates the intellectual property rights of any third party. The Supplier agrees to use a counsel reasonably satisfactory to Get Stoked to defend any indemnified claim, and Get Stoked may participate in the defence or settlement of any claim at any time using attorneys selected by Get Stoked . The Supplier also agrees not to consent to the entry of any settlement or judgment without Get Stoked’s prior written consent, which will not be unreasonably withheld by Get Stoked .
- Limitation of Liability of Get Stoked
17.1 Get Stoked makes no representations or warranties regarding the Platform, including any temporary or permanent interruption of the operation of the Platform.
17.2 Get Stoked bears no risk with respect to the number, frequency, or type of Services booked through the Platform.
17.3 Get Stoked’s liability under the Conditions shall be restricted as follows:
Get Stoked shall be fully liable for losses caused intentionally or with gross negligence by Get Stoked , its legal representatives or senior executives.
17.4 Get Stoked shall be liable for loss of data only up to the amount of typical recovery costs which would have arisen had proper and regular data backup measures been taken.
17.5 Any more extensive liability of Get Stoked is excluded on the merits.
All notices must be in English, in writing, and sent by facsimile or a nationally recognized overnight air courier to the applicable address. Get Stoked may also provide notice to the Supplier by electronic transmission. Notices are deemed, delivered and received (a) if by facsimile transmission, upon successful facsimile transmission, (b) if by a nationally recognized overnight air courier, upon delivery to Get Stoked by such nationally recognized overnight air courier, or (c) if by electronic transmission, when directed to an electronic mail address entered into the Supplier Account by the Supplier.
- Term and Termination
19.1 The Contract is concluded for an indefinite period of time.
19.2 The Supplier and Get Stoked may terminate the Contract at any time and without cause. A termination can be done anytime by emailing each party respectively, indicating that would will be terminating the partnership and hence the agreement.
19.3 If there are specific indications that a Supplier is culpably violating legal provisions, third party rights, or the Conditions or if Get Stoked otherwise has a legitimate interest, particularly with regard to protecting Customers or other Suppliers against fraudulent activities Get Stoked is entitled to take one or more of the following actions taking into account the respective interest of the Supplier in the respective case in a reasonable manner:
- Issue the Supplier with a warning;
- Delete the Supplier’s offers or other content;
- Restrict the Supplier’s use of the platform;
- Temporarily or permanently exclude (block) the Supplier from the platform.
Get Stoked reserves the right to modify and impose new or additional terms and conditions to this Contract at any time. Get Stoked will notify the Supplier with a message to his Supplier Account about any changes in this Contract. If the Supplier does not accept such modifications or new or additional terms and conditions, he may terminate this Contract upon written notice to Get Stoked. The Supplier’s failure to exercise his right to terminate this Contract within 30 (thirty) days after notice of any modification or new or additional terms and conditions to this Contract will constitute his acceptance of such changes.
- Final Provision
21.1 If any provisions of this Contract are or become invalid or void, the validity of the remaining parts of the Contract shall remain unaffected thereby. Invalid or void provisions shall be replaced by such provisions that are suitable to achieve the same purpose in consideration of the interests of both parties.
21.2 The claims of the Supplier resulting from this Contract may not be assigned or transferred to third parties without the prior written approval of Get Stoked.
21.3 This Contract shall be governed by and construed in accordance with the provisions of Singapore Law under exclusion of its conflict of law rules. The place of performance and exclusive legal venue for any disputes arising from or in connection with the performed services shall be Singapore provided that the Supplier is a businessman or legal person under public law.