Holiday Course Guide/Summer Guide Ltd (holidaycourseguide.com) course provider terms
These terms and conditions (the "Terms") are the basis on which Holiday Course Guide/Summer Guide Ltd (as defined below) shall provide access to the Marketplace to a Course Provider (as defined below). The use of our Marketplace is also subject to these Terms. Please ensure that you have read them carefully and that you understand them.
The following definitions apply throughout these Terms unless a clearly contrary intention appears:
"Holiday Course Guide/Summer Guide Ltd" or “Holiday Course Guide” or “www.holidaycourseguide.com” ("we", "us", "our") means Holiday Course Guide/Summer Guide Ltd Ltd, a company registered in England with a registered office at 25 Beaumont St, Oxford, UK.
"Course Provider" ("Provider", “The Course provider”) refers to any individual, organization, including any Agent Representative or other entity uploading a Course or any service to the Holiday Course Guide/Summer Guide Ltd Marketplace. For the avoidance of doubt, anyone receiving a payment from Holiday Course Guide/Summer Guide Ltd, including Agent Representatives, will for the purposes of these Terms, be deemed to assume the rights, obligations, and liability of a Course Provider.
"Parties" or “parties” refers to Holiday Course Guide/Summer Guide Ltd and a Course Provider (or Agent Representative of such a Provider) entering into these Terms
"Agent Representative" ("agent", "representative") refers to anyone who is authorised by agreement to represent, market or conduct business development for any course provider.
“The Holiday Course Guide/Summer Guide Ltd Platform”, “ Platform", “Website", refers to and all other URLs owned and operated by Holiday Course Guide/Summer Guide Ltd, and all tools, apps, and devices of Holiday Course Guide/Summer Guide Ltd and its partners.
"Marketplace" means the marketplace offered by Holiday Course Guide/Summer Guide Ltd through the Platform, and any information or advice offered by Holiday Course Guide/Summer Guide Ltd.
"Student" means anyone, of any age, enrolled on a Course booked through the Holiday Course Guide/Summer Guide Ltd Platform.
"Customer" means anyone (including a Student) paying for, booking, or attending a Course booked through the Holiday Course Guide/Summer Guide Ltd Platform, of any age, and of any relationship to the Student.
"Course" refers to any programme, activity, academic course, event, learning experience or service of any kind booked through the Holiday Course Guide/Summer Guide Ltd platform.
"The system" means any of the features that course providers can log in and use on the Holiday Course Guide/Summer Guide Ltd platform.
"Commission" refers to the payment taken by Holiday Course Guide/Summer Guide Ltd for advertising Courses and processing bookings.
"Course Content" refers to information about Courses either put on the Platform directly by the Course Providers or by Holiday Course Guide/Summer Guide Ltd on behalf of Course Providers
"User Content " refers to comments, observations, or anything written or posted in any form on the Holiday Course Guide/Summer Guide Ltd site about a Course Provider or Course by a Student or Customer.
"Site rankings and ordering" refers to the way, or the order, in which images, written content, courses, or other content appearing on the Holiday Course Guide/Summer Guide Ltd Platform.
"Ratings" refers to ratings given to Courses on the Holiday Course Guide/Summer Guide Ltd Website Customers and Students.
2. Course Content
2.1 Course Content and Intellectual Property Rights
The Course Provider agrees to upload Course Content (including images, maps, audio or any other type that may be necessary) in accordance with guidelines, rules, formatting, and advice given by Holiday Course Guide/Summer Guide Ltd or its staff. Whether or not Holiday Course Guide/Summer Guide Ltd assists with any uploading of Course Content, the Course Provider hereby promises and guarantees that all information uploaded is accurate, up to date, and does not contravene any third party intellectual property rights to the best of their knowledge.
Intellectual property rights in Course Content provided by Course Providers shall remain and vest in the Course Providers. Course Providers will grant a limited, non-exclusive, non-transferable, revocable, worldwide license to Holiday Course Guide/Summer Guide Ltd to use the Course Content for promotional purposes. (though the Holiday Course Guide/Summer Guide Ltd team may use it for marketing and advertising purposes). The Course Provider also hereby grants Holiday Course Guide/Summer Guide Ltd a non-exclusive, worldwide, royalty-free and right and license (or sublicense as applicable):
(a) to use, reproduce, sublicense, have reproduced, distribute, market, advertise or communicate, and make available in any method and display those agreed-upon elements of the intellectual property rights of the Course and the Provider as provided to Holiday Course Guide/Summer Guide Ltd by the provider pursuant to this Agreement and which are necessary for Holiday Course Guide/Summer Guide Ltd to exercise its rights and perform its obligations under this Agreement;
(b) to use, reproduce, process, have reproduced, distribute, sublicense, display and utilize (including without limitation to publicly perform, modify, adapt, communicate, reproduce, copy and make publicly available in any manner whatsoever) all course information provided to Holiday Course Guide/Summer Guide Ltd by the Provider.
Should the Course Providers require Holiday Course Guide/Summer Guide Ltd to amend, edit or translate the Course Content into other languages, the work completed and any associated intellectual property rights in such work done by Holiday Course Guide/Summer Guide Ltd shall vest in Holiday Course Guide/Summer Guide Ltd. Holiday Course Guide/Summer Guide Ltd will grant a limited non-exclusive, non-transferable, revocable worldwide license to the Course Providers for the purposes of promoting its Courses on the Platform.
The intellectual property rights in the Holiday Course Guide/Summer Guide Ltd Platform and Marketplace (including but not limited to software development, coding, business processes, templates) shall remain the property of and vest in Holiday Course Guide/Summer Guide Ltd.
Holiday Course Guide/Summer Guide Ltd accepts no liability for any legal proceedings pertaining to Course Content uploaded by its team on behalf of or with permission of Providers.
Course Content shall not contain any telephone (including WhatsApp) or fax numbers or email (including skype) address or social media website/app/platform (including twitter, Instagram, Snapchat and Facebook), with direct references to the Course Provider or its websites, apps, platform, tools or other devices, or to websites, apps, platform, tools or other devices of third parties.
We reserve the right to (a) edit, change or entirely re-write anything uploaded as Course Content to the Holiday Course Guide/Summer Guide Ltd Website, including but not only to remove direct contact information and personal data relating to Course Providers (including social media handles) (b)to NOT upload any Course Content, in part or in entirety (c) remove your Course from the Marketplace and refuse you further access to the Marketplace (d) take further legal action against the Course Provider as appropriate.
2.2 General Restrictions
In order to promote Courses on the Marketplace and Holiday Course Guide/Summer Guide Ltd Platform, Course Providers shall:
Be at least 18 years of age;
Not offer Courses that contain explicit, harmful, offensive, discriminatory or otherwise incite hate, crime, violence or unlawful behavior;
Not use our Marketplace to knowingly upload Course Content or data that contains any form of virus, malware or any other code designed to affect computer hardware or software;
Not offer Courses or use Course Content that do not comply with local, national, international laws and regulations that may be applicable; and
Not offer Courses whose Course Content is out of date technically, legally or otherwise;
source, without our permission
2.3 Prices and availability of Courses
Any course listed on Holiday Course Guide/Summer Guide Ltd Platform must offer the best available rate, conditions, amenities, accommodation, food and other extras (eg wifi, bulk booking discounts, activity discounts, books and materials discounts) available on any platform or public forum. This does not apply to non-public offers or forums.
Rates must always be displayed inclusive of all local taxes. You must not charge Holiday Course Guide/Summer Guide Ltd Customers or Students on arrival for any services booked through the platform.
Course Providers acknowledge that, from time to time, Holiday Course Guide/Summer Guide Ltd may wish to offer its customers lower rates for their Courses by using funds from the Holiday Course Guide/Summer Guide Ltd Commission (so the Course Provider will receive the same amount of money for a booking). This will commonly, but not always, include featured special offers. The Holiday Course Guide/Summer Guide Ltd team will inform Course Providers of such offers being made and give the Course Provider the option to refuse to allow their particular Course(s) to be part of such offers.
2.4 Third Party breaches
a) The Course Provider acknowledges and agrees that, from time to time, there may be third parties who may seek to offer similar or same Course Content on their own platforms and in the course of doing so, those third parties may breach intellectual property rights as per section 2.5 below.
(b) Subject to section 8.4 below, the Course Provider also acknowledges and agrees that Holiday Course Guide/Summer Guide Ltd shall not be responsible for in any way to the Customers or the Course Provider for any third parties, their products or their services which are included as part of any booking of any Course belonging to the Course Provider.
2.5 Content for online marketing and PPC advertising
Holiday Course Guide/Summer Guide Ltd is entitled to promote the Course Provider and its Courses using the Provider’s name(s) in online and offline marketing and advertising, including pay-per-click (PPC) and/or email marketing advertising. Holiday Course Guide/Summer Guide Ltd runs online and offline marketing campaigns at its own costs and discretion.
The Provider is aware of the working methods of search engines, such as spidering of Course Content and ranking of URLs. Holiday Course Guide/Summer Guide Ltd agrees that if the Provider becomes aware of behaviour by third parties that breaches the Provider's or Holiday Course Guide/Summer Guide Ltd’s intellectual property rights, then the Course Provider will notify Holiday Course Guide/Summer Guide Ltd in writing with details of the conduct and Holiday Course Guide/Summer Guide Ltd will use all commercially reasonable endeavours to ensure that the relevant third party takes steps to remedy the breach.
3.1 Agent not principal
The provider agrees and acknowledges that Holiday Course Guide/Summer Guide Ltd acts as an agent, not principal, of a Course Provider fortaking payments from Customers to Providers in respect of Courses booked on the Platform. Customers are not entering into a contract with us. We will not be a party to any dispute between you and the Customer. Any claims must be made directly against the party concerned.
3.2 Taxes and charges
The provider confirms that any price posted on the Holiday Course Guide/Summer Guide Ltd platform is inclusive of all taxes and charges. The price on the Website is the full price, and customers will not be charged anything further by the provider for any service or course booked through Holiday Course Guide/Summer Guide Ltd.
Unless otherwise agreed between the parties, Holiday Course Guide/Summer Guide Ltd charges a flat rate 20% Commission on all Course bookings. This is still charged on all payments received through the Platform by any partner or provider - including no shows, cancellations, items such as accommodation and ancillary extras associated with, additional to or bundled with the cost of any Course. Payments on our Marketplace and Platform are made through Stripe or Paypal unless another means of payment is agreed.
For the avoidance of doubt, the Commission is based off the gross cost of a Course booking [including any applicable taxes].
When a Customer pays for a Course, their payment less the total of (a) Commission (b) any Transaction Fees and (c) any applicable Service Fees will be transferred directly into your designated bank account no later than 14 days after the end of the month in which the booking is made, subject to Cancellations (section 4.3) below.
We will not make any Customer or Student payment details available to you at any time for any reason.
We reserve the right to amend or increase the Commission from time to time but only with agreement of course providers.
3.4 Fees, exchange rates, payment handling charges
All fees, foreign exchange conversion costs and charges in transactions (together the “Transaction Fees”) will be borne by the Provider. Holiday Course Guide/Summer Guide Ltd reserves the right to recover all costs in receiving, processing and transferring payments.
Where a course is paid for by the customer in the same currency as the course provider wants payment in, the full amount due (ie course provider’s share of the total, minus our commission) will be passed on and there will be no payment or processing fees.
The default currency for payments in US dollars ($), other currencies are possible by arrangement but not guaranteed.
3.5 Payment terms and pricing
All payments on Holiday Course Guide/Summer Guide Ltd are in full, upfront. No deposits are asked for or paid.
Providers will not misuse the Marketplace or Platform of Holiday Course Guide/Summer Guide Ltd by uploading or using excessive or extortionate rates or conditions. Holiday Course Guide/Summer Guide Ltd reserves the right to reject any pricing or conditions.
3.6 Books and records
The record for any payments, including Commission, are those of Holiday Course Guide/Summer Guide Ltd, unless persuasive evidence is produced that they are inaccurate.
3.7 Anti-money laundering
The provider declares that with regard to any bank account provided to Holiday Course Guide/Summer Guide Ltd:
(i) it holds and complies with all permits, licenses and other governmental licenses, permits, and authorizations necessary for conducting, carrying out and continuing its operations and business (including holding and using of the bank account);
(ii) it is the holder of the bank account;
(iii) the payment and transfer to/from the bank account is at arm's length and in accordance with all applicable laws, legislation, codes, regulations, ordinances, and rules and not in violation of any applicable anti-money laundering, anti-corruption, anti-terrorists financing or anti-tax evasion (tax) law, treaty, regulation, code or legislation, and
(iv) the bank account is not (directly or indirectly) used for money laundering, terrorists financing, tax evasion, tax avoidance or other illegal activities. The account, and all actions taken with the account are in line with anti-money laundering legislation in their country.
Course providers are liable to Holiday Course Guide/Summer Guide Ltd for any anti-money laundering procedure, charge or incurred costs as a result of their bank account or actions.
4. Reservations, cancellations, and complaints
Providers must honour all bookings made via the Holiday Course Guide/Summer Guide Ltd Platform, at the price and conditions listed on the Platform, unless in the case of a cancellation by either party.
Within 48 hours of receiving any booking through the Holiday Course Guide/Summer Guide Ltd Platform, Course Providers must confirm the booking, using the messaging and confirmation facilities on the Holiday Course Guide/Summer Guide Ltd Website.
Any booking on our site creates a contract between the course provider and the customer. No contract is created between Holiday Course Guide/Summer Guide Ltd and either party.
Holiday Course Guide/Summer Guide Ltd reserves the right to cancel any booking at any time in the case of suspected fraud, corruption, money laundering or similar criminal activity.
Course Providers agree not to cancel any booking on the Holiday Course Guide/Summer Guide Ltd platform less than 60 days before it is due to commence. They agree to offer Customers a full refund for any cancellation at any point. They further note that in the event of any cancellation instigated by the Provider they will pay a 2.5% service fee (the “ Service Fee”) to Holiday Course Guide/Summer Guide Ltd. (This fee is in case a course provider cancels the course when we have already found you students. There are no fees if a customer cancels.)
Any Service Fee owing to Holiday Course Guide/Summer Guide Ltd will be deducted from the cost of a booking as outlined in section 3.3 above.
All courses on Holiday Course Guide/Summer Guide Ltd are subject to Holiday Course Guide/Summer Guide Ltd's cancellation policy - free cancellation within the first 48 hours (“Cooling Off Period”) of the booking confirmation (unless the Course is to begin within the Cooling Off Period - then it does not apply), and a 75% refund for Customers on any Course booked if cancellation occurs after the Cooling Off Period but more than 60 calendar days prior to the start of the Course. Any cancellations after this period will be non-refundable. The Course Provider will still be charged the Commission on any booking that is subsequently cancelled except for those cancelled within the Cooling Off Period (unless the Course begins within the Cooling-off Period and the Customer has signed a cancellation waiver).
4.4 Complaints or claims
Holiday Course Guide/Summer Guide Ltd is not responsible for, and excludes any responsibility, in the case of complaints made by Students, or their parents, guardians or family, against Course Providers
5. Customer reviews & other site content
5.1 User Content and Customer Reviews
The Provider acknowledges that Holiday Course Guide/Summer Guide Ltd is a distributor, not a publisher, of User Content. Holiday Course Guide/Summer Guide Ltd accepts no liability for User Content. The Provider accepts Holiday Course Guide/Summer Guide Ltd's right to distribute them, and Customer's right to upload them to the Website, and that Holiday Course Guide/Summer Guide Ltd has no obligation to verify the accuracy of the User Content.
Holiday Course Guide/Summer Guide Ltd reserves the right to remove any User Content for any reason, at any time. For the avoidance of doubt, no User Content containing abusive content or that names any individual person will be allowed on the Website.
User Content remains the intellectual property of Holiday Course Guide/Summer Guide Ltd, and can only be used or re-used with our permission.
5.2 Site content
The provider agrees that Holiday Course Guide/Summer Guide Ltd can use the images, description and reviews of any Course in marketing and advertising. The provider acknowledges that they will not use the Holiday Course Guide/Summer Guide Ltd logo, or any Holiday Course Guide/Summer Guide Ltd content, in any marketing.
The Course Provider agrees not to use the Holiday Course Guide/Summer Guide Ltd website (any URLor page) in any pay per click advertising.
5.3 Website rankings and ordering
Holiday Course Guide/Summer Guide Ltd accepts no liability or responsibility for and does not guarantee any Course’s site rankings and ordering on the Website. Providers can make no claim against them in respect of this. Holiday Course Guide/Summer Guide Ltd reserves the right to use any criteria, including sponsorship, reviews, ratings, as well as algorithmic automation, in determining site rankings and ordering.
6. Data protection
6.1 All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and your rights under the GDPR.
6.4 Providers must only use the personal data of other Customers to the extent necessary to complete a transaction, to communicate about a specific transaction, to communicate via our Marketplace, and/or to respond to messages from them. Providers may not add Customer to any mailing list, use their data for marketing, or retain any payment details.
6.5 If a Course Provider and we are found to be joint data controllers of any Customers’ personal data, and we are sued, fined, or otherwise incur any expense because of something a Course Provider has done with a Customer’s personal data, the Provider agrees to indemnify us for any expenses incurred by us in connection with your actions in respect of that personal data. Further details of the requirements of the GDPR can be obtained from the Information Commissioner’s Office
7. Warranties and representations
The Provider warrants that it has full corporate authority to enter into this agreement. Agent representatives warrant that they have the necessary authority to enter into it on behalf of any Providers that they represent on the Holiday Course Guide/Summer Guide Ltd site.
The provider warrants that it has all intellectual property rights, and all appropriate local licences, for all Course Content uploaded or provided to Holiday Course Guide/Summer Guide Ltd.
The Provider warrants that it has the necessary local child protection policies in place, and all staff coming into contact with children - defined as those under 18 years of age - have the necessary checks, training and permissions in the country in which a course is operated.
The Provider warrants that the price, conditions and terms offered on Holiday Course Guide/Summer Guide Ltd are the lowest (price), and best (terms and conditions) available on any public site or forum. The Provider further warrants that it will not offer any discounts, price, conditions or terms directly that are superior to those available through Holiday Course Guide/Summer Guide Ltd.
The Provider warrants that no directors, shareholders or other major figures in their organisation hold any convictions for money laundering, corruption, fraud or terrorism.
Holiday Course Guide/Summer Guide Ltd warrants that its platform will be provided on an "as is" and "as available" basis. This means there is no liability if the platform is down, has issues with functionality, or the Holiday Course Guide/Summer Guide Ltd team is unable to be reached for any period of time.
8. Indemnifications and liabilities
8.1 We are not a party to any transactions, other relationships, or disputes between Customers and Course Providers.
8.2 We will be responsible for any foreseeable loss or damage that you may suffer as a result of our breach of these Terms or as a result of our negligence. Loss or damage is foreseeable if it is an obvious consequence of our breach or negligence or if it is contemplated by you and us when Providers agree to and accept these Terms. We will not be responsible for any loss or damage that is not foreseeable.
8.3 Subject to sub-Clause 8.2, to the fullest extent permissible by law, we will not be liable to Providers for any loss of profit, loss of business, interruption to business, or for any loss of business opportunity.
8.4 Nothing in these Terms seeks to limit or exclude our liability for death or personal injury caused by our negligence (including that of our employees, agents, or sub-contractors); or for fraud or fraudulent misrepresentation.
8.5 Subject to sub-Clause 8.4, the total liability on our part arising out of or in connection with these Terms shall be limited to the aggregate of all payments made to you in the 12 months immediately preceding the month in which the liability arose or $50,000 whichever is higher.
8.6 We will not be liable for any failure or delay in performing our obligations to you where that failure or delay results from any cause that is beyond our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action by third parties, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism, acts of war, governmental action, epidemic or other natural disaster, or any other event that is beyond our reasonable control.
8.7 The Provider hereby agrees to fully compensate and indemnify Holiday Course Guide/Summer Guide Ltd (including any of its/their directors, officers, employees, agents or representatives)) for all damages, losses, claims, penalties, fines, costs and expenses suffered, paid or incurred for any (threatening or alleged) claim (including penalty) from any government, authority, organization, company, party or person that the payment to, through or from the Bank Account is illegal or a violation of any applicable (anti-corruption/ anti-money laundering/anti-tax evasion/anti- terrorists financing) laws, regulations, codes or legislation.
9. Termination or suspension
We reserve the right to cancel these Terms with you or suspend access to the Marketplace for any material breach by a Course Provider in respect of these Terms or action resulting in Customer health and safety being threatened or child protection issues arising. Termination shall not affect or prejudice any rights to damages or other remedy we may have in respect of the reason for terminating these Terms with you.
Otherwise, it can be terminated at 30 days written notice by either party. Any sum owing by either party to the other under any of the provisions of these Terms shall become immediately due and payable including Commission, Transaction Fees or Service Fees earned prior to any termination but not yet payable. You can remove courses at any time should you wish, especially if the course is full. You do not need to terminate anything in order to do this.
Any outstanding Course bookings must still be honoured in the case of any termination by either side.
Confidential information given to either of the parties will only be used by permitted persons, and remains the property of those who disclose it.
11. Other agreements
These Terms, together with any documents referred to in it, constitutes the whole agreement between the parties relating to its subject matter and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter or otherwise.
All communications pertaining to this agreement must take place in English.
We may transfer (assign) our obligations and rights under these Terms to a third party (this may happen, for example, if we sell our business). If this occurs, you will be informed by us in writing. Your rights as a Course Provider under these Terms will not be affected and our obligations under these Terms will be transferred to the third party who will remain bound by them.
Course Providers may not transfer (assign) their obligations and rights under these Terms without our express written permission.
If any of the provisions of these Terms are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms. The remainder of these Terms for Sellers shall be valid and enforceable.
No failure or delay by us in exercising any of our rights under these Terms means that we have waived that right, and no waiver by us of a breach of any provision of these Terms means that we will waive any subsequent breach of the same or any other provision.
We may revise these Terms from time to time in response to changes in relevant laws and other regulatory requirements including should the United Kingdom leave the European Union.
Law and Jurisdiction
Any dispute or difference arising between a Course Provider and us in respect of these Terms shall be referred to a single arbitrator to be agreed upon by the parties or, failing such agreement, to be appointed by the then President of the Law Society, such arbitrator to have all of the powers conferred upon arbitrators by the laws of England and Wales.
The Parties hereby agree that the decision of the Arbitrator shall be final and binding on both Parties.
These Terms shall be governed by and construed in accordance with the law of England & Wales.
Any disputes concerning these Terms or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England & Wales.