These General Terms and Conditions (hereinafter, the “General Conditions”), together with the website usage policies, set out the terms governing the collaboration between tripwoow S.L (hereinafter, “Tripwoow”) and the provider of activities and/or excursions (hereinafter, the “Provider”) for the purpose of promoting and marketing the Provider’s tourist, sports, gastronomic or transfer services (hereinafter, the “Tourist Experiences”) selected for publication on tripwoow.com (hereinafter, the “Website”).
Website owner details
TRIPWOOW S.L (hereinafter, “TRIPWOOW S.L” or the “Company”)
VAT/NIF: B-70699392
Registered in the Commercial Registry of Tenerife on 20 February 2024, Folio 19, Volume 3907, Sheet TF-71687, Entry 1
Postal address: Calle Mencey Tegueste 25, Res. El Faro B EL Ancla 35, Las Chafiras, CP 38639, Tenerife
Contact email: hola@tripwoow.com
1. Purpose
Tripwoow is a marketplace that offers third-party tourist experiences to travellers interested in booking them (hereinafter, the “Users”). The booking service provided by Tripwoow is offered exclusively online through the Website.
These General Conditions govern the collaboration between Tripwoow and the Provider for the purpose of promoting and marketing the Provider’s Tourist Experiences through the Website for the period, price and under the terms established in these General Conditions and, where applicable, in any specific contractual terms agreed by the parties (hereinafter, the “Specific Conditions”).
2. Acceptance of the Website conditions
These General Conditions, together with the Privacy Policy and Cookie Policy, apply to all forms of use of the Website. Use of the Website is permitted to all Providers with the legal capacity required to comply with these General Conditions.
Use of the Website means that the Provider has read and understood both these General Conditions and the usage policies and fully accepts being bound by them.
Tripwoow reserves the right to make amendments or updates at any time to its content, services, these General Conditions and any elements forming part of the Website’s design and configuration. Tripwoow will communicate published changes to Providers in order to obtain their acceptance where required.
Any amendment to these General Conditions shall not affect Tourist Experiences that were already contracted before that amendment. The conditions in force at the time the Website is used shall apply.
Tripwoow may also include, in the Specific Conditions for each case, additional terms, clarifications or exceptions to these General Conditions, provided that they have been mutually agreed between Tripwoow and the Provider.
3. Independence of the parties
The relationship between Tripwoow and the Provider arising from acceptance of these General Conditions is a relationship between independent contractors. This collaboration does not create any employment, corporate, agency or franchise relationship, whether de facto or de jure, between the parties, and neither party may act or present itself to third parties as if such a relationship existed.
Once Users make a booking through the Website, they enter into a direct contractual relationship with the Provider for the provision of the Tourist Experience booked by the User.
4. Information on the Provider’s Tourist Experiences. Amendments and communications
The Provider undertakes to send all information requested by Tripwoow so that Tripwoow is fully informed of all conditions applying to the various Tourist Experiences. The Provider expressly authorises Tripwoow to extract from the Provider’s own website information relating to the contracted Tourist Experiences, such as price, meeting point, duration, itinerary and any other information relevant to a correct description of the experience on the Tripwoow Website. Accordingly, the Provider certifies that the descriptions contained on its website are true and kept updated at all times. The Provider shall also give Tripwoow any additional information it may request.
By way of example and without limitation, the Provider shall supply Tripwoow with itineraries, schedules, guide languages, visits, meeting points, activity duration, sales closures or openings, availability, cancellations, and any circumstances affecting the normal development of the Tourist Experience promoted on the Website.
Changes affecting booking management or the description of Tourist Experiences, such as schedules or meeting points, shall be implemented by Tripwoow provided that Tripwoow is informed no later than forty-eight (48) hours after the Provider becomes aware of them. Such changes shall not affect bookings already made by Users.
If the Provider closes sales, it must notify Tripwoow by email at least forty-eight (48) hours in advance. All bookings received within that period will be deemed confirmed. Any request by the Provider to close sales of a Tourist Experience must be sent to proveedores@tripwoow.com. Where technical integrations exist, the Provider shall also be responsible for removing availability from the platform after notifying Tripwoow within the established deadline.
The Provider must also notify Tripwoow of cancellations of free tour services at least seventy-two (72) hours in advance, stating the reason for the cancellation, so that Tripwoow has sufficient time to process and notify Users.
Provider cancellations not notified within that notice period may be charged to the Provider by Tripwoow. In all cases, the Specific Conditions agreed between Tripwoow and the Provider shall prevail, adapting the 72-hour notice period to the specific circumstances of each activity where appropriate.
Cancellations requested by Users may not be handled directly by the Provider. In such cases, the Provider must direct Users to the cancellation process stated in the booking documentation or refer them to Tripwoow’s customer service department.
All cancellations must respect the cancellation policies for Users established in the activity description published on the Tripwoow Website.
Notifications, as well as any incidents and/or queries the Provider may have, must be sent to proveedores@tripwoow.com.
Communications shall be deemed duly received where receipt can be evidenced.
Any communication sent to the expressly indicated email address shall be deemed correctly made unless the recipient has previously notified the other party of a change of address at least thirty (30) calendar days in advance by email.
5. Duration and commencement of the collaboration
The collaboration shall be governed by these General Conditions for a period of one (1) year from the date on which the Provider’s Tourist Experiences are published on the Tripwoow Website.
The General Conditions shall be automatically renewed for successive periods of one (1) year unless either party gives reliable notice of its intention to terminate the collaboration at least five (5) days before the date of expiry or the relevant renewal.
5.1. The collaboration may also be terminated for the following reasons:
Termination of the collaboration shall not extinguish or amend rights already accrued before termination, particularly amounts due as of the termination date. Likewise, any General and/or Specific Conditions that, by their nature and context, are intended to remain in force after termination shall survive termination.
6. Financial terms
6.1. Settlement
Tripwoow shall transfer to the Provider the amounts collected from Users through the Website to the Provider’s bank account, deducting the total amount of the invoice issued by Tripwoow for the “commission service derived from intermediation”, as agreed in each case between Tripwoow and the Provider.
Settlement shall take place in the month following performance of the services, after Tripwoow has issued the corresponding invoice to the Provider.
6.2. Invoicing
Invoicing shall be carried out monthly for the services performed during that period, regardless of when the User made the corresponding payment on the Tripwoow Website.
The prices agreed between Tripwoow and the Provider shall be those established in the tariffs exchanged by both parties. Any amendment to the prices of Tourist Experiences shall be negotiated in good faith, updating in writing the prices initially agreed. The agreed prices do not include indirect taxes or applicable fees in force on the date the services are provided.
In the specific case of free tour services, Tripwoow shall issue separate invoices for the services provided. The fee per person shall be the amount agreed between Tripwoow and the Provider.
When requested by the User, the Provider, as the service provider, shall issue the corresponding invoice.
7. Obligations of the parties
Without prejudice to the obligations established in these General Conditions, the Provider shall supply Tripwoow with complete, up-to-date and truthful information about the Tourist Experiences to be promoted on the Website so that Users are duly informed about the contracted experience.
Tripwoow shall publish on the Website all information on the Tourist Experiences provided by the Provider and keep it updated at all times in accordance with the communications sent by the Provider.
Tripwoow shall inform the Provider of the number of bookings made by Users and, more generally, of all matters that may affect bookings and the performance of the services by the Provider. The Provider shall notify Tripwoow of any cancellation, change or amendment that may affect the service promoted on the Website, in accordance with these General Conditions.
The Provider shall offer the greatest possible availability for the activities promoted by Tripwoow during the term of the collaboration.
The Provider undertakes to perform the services professionally and with the highest diligence, in accordance with the generally accepted standards and practices of the sector and all objectively applicable requirements relating to the provision of services to Users.
The Provider declares that it holds all means, permits, insurance, licences and authorisations required for the provision of the services. In all cases, obtaining and maintaining such permits, insurance, licences and authorisations shall be at the Provider’s own expense, and the Provider shall hold Tripwoow harmless against any claim by Users based on non-compliance with this clause.
8. Impossibility of performance. Force majeure
If, for any reason, the Provider is unable to carry out the Tourist Experiences, it must notify Tripwoow as soon as it becomes aware of the cause preventing performance and shall bear any additional costs and damages that may arise.
Force majeure shall include events or circumstances that could not be foreseen or that, if foreseen, could not be avoided, including by way of example war, military mobilisation, pandemics, fire, sea damage and acts of nature.
The occurrence of any such force majeure event shall release both the Provider and Tripwoow from liability for delays in their activity, although both parties undertake to minimise the consequences caused by such events or circumstances.
9. Promotions
Tripwoow may use different marketing tools and strategies, as it deems appropriate in each case, to promote and disseminate the services offered. This includes the right to modify the suggested retail price by applying temporary discounts or promotions where appropriate, always respecting the retail price previously agreed with the Provider.
Temporary price reductions due to promotions shall affect only Tripwoow’s commissions.
The duration of promotions for Tourist Experiences offered on the Website shall not exceed ten (10) days in any period of three (3) months.
10. Subcontracting
The Provider shall remain fully responsible for any subcontracting it carries out, and any authorisation of subcontracting shall not imply any assumption of liability by Tripwoow.
The Provider shall hold Tripwoow harmless against any damage that Tripwoow may suffer, directly or indirectly, as a result of the actions of such subcontractors.
Acts, errors or negligence by any subcontractor, its representatives, employees or workers in the performance of labour or commercial obligations, or relating to permits, administrative licences or insurance required for the activity carried out, shall in no case be attributable to Tripwoow, which shall be held harmless and may seek recourse against the Provider if any consequence of such acts is attributed to Tripwoow.
11. Assignment
The Provider may only assign, in whole or in part, the rights and obligations arising from these General Conditions with Tripwoow’s prior express written authorisation, which shall determine the conditions of such assignment. Any assignment implies that the assignee assumes all rights, obligations and liabilities corresponding to the Provider under these General Conditions. Notwithstanding the foregoing, the Provider shall remain jointly liable for compliance with the obligations and liabilities assumed by the assignee as a consequence of the assignment.
12. Confidentiality
Tripwoow and the Provider undertake to keep confidential all information supplied to them by the other party as a result of the collaboration.
Information or documentation disclosed, provided, obtained or accessed by the Provider, whether verbally, by email, visually, in writing or in any other tangible or intangible form and regardless of whether it is expressly identified as confidential, shall be deemed confidential information for the purposes of this collaboration.
Confidential information includes, by way of example and without limitation, all know-how resulting from the performance of the services, information obtained from third parties through data collection, trade secrets, computer programs, software, documentation, data, techniques, marketing plans, strategies, planning, client lists, employee information, financial information, tax information and information related to Tripwoow’s business activity.
The parties undertake not to disclose such information to any natural or legal person, except to members of their staff involved in the work, and to prevent it from becoming known to third parties even through negligence. They also undertake not to reproduce, transform or use the information supplied to them except as necessary for proper fulfilment of the services covered by the contract.
This confidentiality obligation shall apply not only during the term of the collaboration between Tripwoow and the Provider, but also after it ends, for an indefinite period, unless such confidentiality is expressly revoked.
The parties acknowledge that obtaining, using or disclosing confidential information for purposes not included in these General Conditions and/or in the Specific Conditions may be grounds for termination and may also constitute an infringement under Law 1/2019 of 20 February on trade secrets.
13. Data protection
The Provider (hereinafter, the “Processor”) declares and guarantees that it will exercise the utmost diligence in the performance of the services, particularly in relation to compliance with data protection legislation regarding the processing of personal data. The Processor also declares and guarantees that it shall keep secret any personal data to which it has access and which it processes as a consequence of the performance of the services.
The Processor shall process the personal data to which it has access by virtue of the provision of the services in accordance with Tripwoow’s instructions (hereinafter, the “Controller”). The personal data processed by the Processor for the provision of the services concern the following category of data subjects: Website users who enter into a contract with the Provider through Tripwoow.
The Processor undertakes to allow access to those personal data only to those employees who need to know them in order to perform their duties within the scope of the services, ensuring that they are bound by confidentiality obligations and adopting all measures necessary to guarantee compliance with those obligations.
The provision of services under these General Conditions and the resulting delivery of personal data to the Processor does not constitute a data disclosure in the legal sense, but merely access to such data by the Processor, which acts as a processor on behalf of the Controller.
The Processor’s obligations shall remain in force throughout the validity of these General Conditions, without prejudice to the duration applicable to confidentiality obligations.
With regard to the personal data processing carried out by the Processor, the Processor undertakes to:
If the Processor needs to subcontract part of the services to a third party and such subcontracting involves the processing of personal data for which the Controller is responsible, the Processor must act on behalf of and for the account of the Controller. For this purpose, the Processor must obtain the Controller’s prior express written authorisation. In addition, the Processor shall effectively verify that the subcontractor provides sufficient guarantees of compliance with data protection legislation. The Processor shall be directly liable to the Controller for any consequences arising from the subcontractor’s failure to comply with the obligations assumed under this clause and under data protection law.
To maintain security and avoid processing that infringes data protection law, the Processor shall assess, at the start of the provision of services, the risks inherent in processing and implement measures to mitigate them.
Those measures must guarantee an adequate level of security, including confidentiality, taking into account the state of the art, implementation costs, the risks involved and the nature of the personal data to be protected. When assessing the risks relating to data security, account must be taken of the risks arising from the processing of personal data, such as accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data transmitted, stored or otherwise processed, particularly where such risks may cause physical, material or non-material damage.
If there is: (i) any loss or misuse of personal data by any means; (ii) any unauthorised or unlawful processing, disclosure, access, alteration, corruption, transfer, sale, rental, destruction or use of personal data; or (iii) any other act or omission that compromises or may compromise the security, confidentiality or integrity of personal data (hereinafter, a “Security Incident”), the Processor must:
With regard to data subject rights, the Processor shall, at the Controller’s request, assist the Controller in handling requests from data subjects to exercise their rights of access, rectification, erasure, objection, restriction of processing or portability.
The Processor shall also send the Controller, upon simple request, any information and/or documentation that the Controller may require in order to respond properly to requests for access, rectification, erasure, objection, restriction of processing or portability, within reasonable time limits and in any event sufficiently in advance for the Controller to comply with the applicable deadlines.
If the Processor receives a request concerning access, rectification, erasure, objection, restriction of processing or portability relating to personal data, the Processor undertakes to forward that request to the Controller immediately and in any event within a maximum of 48 hours from receipt so that the Controller can deal with it within the legal time limits.
Once the provision of the services has ended, the Processor must immediately, and in accordance with the Controller’s instructions, destroy or return to the Controller or to any person expressly designated by the Controller the personal data to which it has had access in the format in which they then exist. In particular, the Processor must return or destroy: (i) any personal data generated as a result of the processing carried out by the Processor; and (ii) all media or documents containing any such personal data, including those held by any subcontractor previously authorised by the Controller.
No personal data may be retained by the Processor except where, in accordance with applicable law, a legal obligation requires their retention. In that case, the Processor is authorised to retain only the personal data that must be kept and undertakes to inform the Controller expressly, in advance and in writing, of that retention while applying the required security measures.
If the Processor, its employees or its subcontractors breach any of the obligations set out in this clause regarding data protection, or if any statement made herein is untrue or inaccurate, or if obligations arising from applicable data protection legislation are breached, the Processor shall be deemed liable as a controller for the corresponding processing and shall assume full liability for any consequences that may be imposed on the Controller, including administrative penalties, damages awarded in judicial or extrajudicial proceedings, and legal costs, including lawyers’ and court representatives’ fees. Such breach shall also constitute sufficient grounds for the Controller to terminate this General Condition.
This obligation shall also apply where claims are based on an alleged failure by the Controller to ensure that the Processor or its subcontractors offered adequate guarantees for compliance with data protection legislation.
Accordingly, the Processor accepts responsibility for paying any amounts that the Controller may be ordered to pay by way of penalties, compensation, damages, losses or interest if any of the circumstances described in this clause arise. Those amounts shall become payable by the Processor from the moment the Controller pays them to any third party, including public authorities.
The parties undertake to notify each other, as soon as possible, of any event such as an inspection by a competent authority, a claim by an individual or the initiation of penalty proceedings by a public administration that may give rise to the liabilities provided for herein, in order to allow the defence of the affected party to be prepared in due time.
The Processor also undertakes to notify the Controller of any information relating to such events and to cooperate actively in defence of the Controller’s interests.
The parties guarantee that they will inform data subjects about the communication of their data to the other party for the purpose of managing, maintaining, developing, controlling and improving the contractual relationship between them.
Data subjects whose data are provided by the parties in accordance with the above may at any time exercise their rights of access, rectification, objection, erasure, portability and restriction of processing by attaching a copy of their identity document or equivalent proof of identity and contacting the other party at the address indicated in the heading of these General Conditions. Data subjects also have the right to seek protection from the Spanish Data Protection Agency via [www.aepd.es](https://www.aepd.es).
14. Commercial communications
The Provider is not authorised and therefore expressly undertakes not to send any commercial information and/or communication to Users who book Tourist Experiences through the Tripwoow Website, all in accordance with Law 34/2002 of 11 July on Information Society Services and Electronic Commerce.
Only where strictly necessary may the Provider contact Users to communicate changes relating to contracted Tourist Experiences. The Provider states that it shall contact Users only for the purposes authorised by Tripwoow.
15. Intellectual and industrial property rights
Under these General Conditions, Tripwoow authorises the Provider only to make temporary use of texts, photographs, images, documentation and any other work within the meaning of Article 10 of Royal Legislative Decree 1/1996 of 12 April approving the consolidated text of the Intellectual Property Law (hereinafter, the “Content”). The Provider does not acquire any ownership right over the Content and, in particular, acquires no intellectual or industrial property rights or any other rights over the services. Ownership of and all industrial and intellectual property rights in the Content belong entirely and exclusively to Tripwoow.
The Provider expressly acknowledges that all copyright, registered trademarks and all other intellectual or industrial property rights relating to the Tripwoow Website or to the content provided as part of the Website and social media are the exclusive property of Tripwoow.
The Provider may use such material only in the manner, for the duration and within the territory expressly authorised by Tripwoow. The Provider must request that authorisation in writing before any use.
Tripwoow and the Provider also acknowledge that ownership of their respective trade names or business names and all distinctive signs by which their establishments or the products or services they offer in the market are identified belong, and shall continue to belong, to each party respectively.
Neither party shall engage in any conduct or adopt any measure that may affect the validity or legal effectiveness of the other party’s intellectual or industrial property rights. Each party may use the name, trademarks and other distinctive signs of the other party exclusively and only to the extent necessary to promote and conclude the sale of the services, unless the other party expressly prohibits such use by reliable notice.
The Provider may not alter, remove or add to any trademarks, names or other distinctive signs of Tripwoow appearing in documentation or in the description of the services. Unless prior express written authorisation has been granted by the parties, those signs may not be inserted or used in advertising or on media other than those supplied.
Any commercial campaign or use by the Provider of any intellectual or industrial property right belonging to Tripwoow must be approved in writing in advance by Tripwoow. The Provider undertakes to hold Tripwoow harmless against any claim, damage, liability and/or expense arising from any infringement of any third party intellectual or industrial property right suffered by Tripwoow directly or indirectly as a result of the collaboration.
With regard to acts affecting the parties or any of their intellectual or industrial property rights, the parties must immediately notify one another of any situation, even potential, involving any infringement of their rights or any action by third parties that may adversely affect them.
16. Entire agreement and amendment
These General Conditions constitute the express and entire agreement between the Provider and Tripwoow in relation to their subject matter and supersede any prior verbal or written agreements reached in this respect. Any amendment to these General Conditions and/or to the applicable Specific Conditions must be made in writing.
17. Severability
If any clause of these General Conditions is declared null or invalid by a final judgment, the validity and effectiveness of the remaining clauses shall not be affected. The parties shall negotiate in good faith the replacement or amendment of the clause or clauses declared null or invalid with other clauses that are valid, effective and as similar as possible in purpose and effect.
18. Waiver
Any waiver of rights arising from these General Conditions by either party must be made in writing. Failure by either party to require strict performance by the other party of the obligations established in these General Conditions on one or more occasions shall not be construed as a waiver of the corresponding right nor shall it prevent that party from subsequently requiring strict performance of the contractual obligations.
19. Jurisdiction and applicable law
These General Conditions shall be governed by and interpreted in accordance with Spanish law. Expressly waiving any jurisdiction that may otherwise correspond to them, the parties submit to the Spanish courts and, more specifically, to the courts of Tenerife, in order to resolve any dispute, disagreement, difference or claim that may arise from the interpretation and performance of this contractual instrument. The addresses stated in the heading of these General Conditions are also designated for the service of judicial and extrajudicial notices.
Last updated: 25 February 2024.
