Terms of Service & Data Processing Agreement

The Services

1. Yantra World Ltd has created a digital platform under the name of “Sightseeing Alliance” that provides various services to include Reservation system and Channel Manager solution to suppliers, resellers, affiliates etc in the leisure industry. This platform is not only limited to tours, but also includes activities, attractions, car rentals restaurants, guiding and other services within the leisure industry. Hereinafter referred to as (“the Software”).
2. The services provided by Sightseeing Alliance include (but are not limited to) the following:
   1. An extranet and or middleware facility to be able to load product or supplies.
   2. An open portal that displays partners’ full public profile and their offerings so that other partners can contract and book their products.
   3. Access to QR validation services and the opportunity to use validation application which makes the validation process simple for all distribution channels.
   4. Connectivity to re-sellers, travel agencies and other distribution channels, through which the Partner may sell its travel products (subject to the terms of business of those agencies and channels)
   5. A website and white label builder, including related services.
   6. Access to an invoice generation and booking management system, through which the Partner can manage booking and invoicing.
   7. Consumer reviews module.
   8. Reservation system

   We are constantly adding to our service portfolio thus, the above is not an exhaustive list.

3. All the services mentioned in Clause 1.3 and any other extra services that may be provided by Sightseeing Alliance shall be (hereinafter referred as “the Services”).
4. The “Partner” is defined as a supplier or reseller of products and activities, who would like to use the Software in return for paying a license fee as listed in Annex 2, subject to compliance with these "Terms of Service".

Terms of Service

1. The Partner agrees that it shall have the following responsibilities upon joining the Sightseeing Alliance service:
   1. The Partner shall be solely responsible for providing full details of their products to be displayed on the Sightseeing Alliance portal with any relevant terms of use and privacy policy, including any required disclosure of the products that the Partner features on the Sightseeing Alliance portal, as well as any goods or services offered through the Sightseeing Alliance portal.
   2. The Partner will be responsible for ensuring that its offerings on the Sightseeing Alliance portal remain compliant with all applicable laws, including and not limited to the use of cookies or any other tracking technologies and that all information is upto date
   3. It is the Partner’s sole responsibility to provide , equipment or Software necessary for them to use the Sightseeing Alliance portal;
   4. Sightseeing Alliance is not responsible for the loss of any Partner content. This liability will solely be the Partner’s.
2. Sightseeing Alliance may want to send communications including service announcements and administrative messages that the Partner will not be able to opt out of receiving. Unless explicitly stated otherwise, any new features that improve or enhance the Services shall be subject to the provisions of the Terms of Service.
3. By using all or any of the Services and / or by creating an account with Sightseeing Alliance, the Partner agrees to the Terms of Service.
4. The Partner agrees that the Terms of Service are enforceable by law and agrees to be legally bound by the Terms of Service. By using all or any one of the Services, the Partner agrees to use the Services in a manner that is consistent with applicable law and regulation in accordance with the Terms of Service. If the Partner does not agree to the Terms of Service, it will not be permitted to use the Services.
5. The Services shall be provided insofar as Sightseeing Alliance is able to provide them, and Sightseeing Alliance has no liability for the promptness, deletion, or mis delivery of, or the failure to store any Partner communications, personalisation settings, content, information, or other data.
6. The Partner is responsible for obtaining access to the Services, and that access may involve third-party fees. The Partner is responsible for payment of all such fees. In addition, the Partner is responsible for all necessary equipment to access the Services.
7. Sightseeing Alliance reserves the right to amend or discontinue, temporarily or permanently, the Services, either partially or fully, with or without notice. The Partner agrees that Sightseeing Alliance has no liability to the Partner or any third party for any such amendments, suspension, or discontinuance of the Services.
8. Sightseeing Alliance may establish general practices and limits concerning use of the Service, including maximum disk space, bandwidth, volume of API calls and server processing allocated to Sightseeing Alliance’s servers on the Partner’s behalf, and the maximum number of times (and the maximum duration for which) the Partner and its customers/ agents may access the Services in any given period.
9. Sightseeing Alliance takes no liability for the deletion or failure to retain any messages, communication, content, information or other data maintained or transmitted by the Services. Sightseeing Alliance may modify such practises by in accordance with the Terms of Service.
10. Sightseeing Alliance agrees to provide the Services in accordance with the Terms of Service. Sightseeing Alliance has no responsibility for the governance of business relationships between Partners, as Sightseeing Alliance only facilitates the way in which a Partner can interact and build business relationships with other Partners of the Services.
11. Sightseeing Alliance warrants that it will use its best endeavours to respond in a timely manner to all Partner queries.

Partner Account

1. In order to use the Services, the Partner will have to create a Partner Account.
2. To create a Partner Account, the Partner will need to provide comprehensive information about itself and its business and must update the data to ensure that it is fully accurate at all times. Upon creation of a Partner Account, if the Partner provides any information that Sightseeing Alliance is unable to verify, or if Sightseeing Alliance has reasonable grounds to suspect that such information is unverifiable, Sightseeing Alliance has the right to suspend or terminate the Partner Account, and also reserves the right to refuse any or all future usage of the Services.
3. The Partner is liable for all activities on its Partner Account. The Partner must immediately notify Sightseeing Alliance of any unauthorised use of its account.
4. The Partner has the sole responsibility for the security and confidentiality of the access credentials for the Sightseeing Alliance portal. Furthermore, the Partner is responsible for any activities or services being used under its account. If the Partner decides to share its log-in credentials with any third party and allows them to log on to or use the Services using its account information, and thus fails to maintain the security of its Partner Account resulting in a third party gaining access to the Partner’s account, the Partner is responsible for any loss of data relating to any account activities performed by that third party, including but not limited to changes to the Partner’s name, password, listing, booking or account setting, as if the Partner has performed such changes itself.
5. If the Partner is allowed by Sightseeing Alliance to create multiple partner roles within its Partner Account, such Partners may be created only for members of the Partner’s organisation, and not for any third party.
6. Sightseeing Alliance is not responsible for any loss arising from the Partner’s failure to comply with this Clause 3.
7. The Partner consents for other partners of Sightseeing Alliance to see its profile and product offerings by uploading its profile details on the portal.

Service Fees and Payments

1. The Partner shall pay the fees applicable to (a) one-off administration fees, (b) subscription fees in respect access to the Services, and (c) any fees related to the purchase or use of any third-party services, together (hereinafter referred to as “the Fees”) (d) any transaction fee for validation. Sightseeing Alliance reserves the right to charge for new services as they arise.
2. Sightseeing Alliance may offer one or more of the Services for free or partially free over a limited period of time. The Partner has the right to use free or partially free services for the duration that Sightseeing Alliance has offered use of the particular Service(s) for free or partially free, until the expiry of the offer. Upon expiry of the trial period, Sightseeing Alliance can automatically charge the Partner for its first payment for the trialled Services, unless the Partner has opted out of participation at least 3 days before the expiry of the trial period.
3. Sightseeing Alliance will charge the Partner subscription fees on a monthly or annual basis, based on the Partner’s selection, using an authorised payment method. Sightseeing Alliance will issue an invoice to the Partner at the beginning of each month, based on the selected subscription plan value and enrolment date. The Partner must submit payment before the beginning of the new period, otherwise Sightseeing Alliance has the right to deactivate the Partner’s access to the system.
4. All fees referred to or stated within the Terms of Service are non-refundable and are exclusive of all applicable taxes. The Partner is responsible for payment of all applicable taxes relating to the Terms of Service, in accordance with access to the Services. Sightseeing Alliance will only accept payment in GBP (Great Britain Pounds).
5. Sightseeing Alliance has the right to increase the fees it charges or to add new fees, upon providing the Partner with no less than 30 days’ notice. Sightseeing Alliance shall not notify the Partner of price update for a service to which the Partner has not subscribed. The Terns of Service shall be revised accordingly in case of any changes to fees or any additional fees being charged.

Intellectual Property Rights

1. Sightseeing Alliance’s intellectual property rights shall remain the property of Sightseeing Alliance. Nothing in the Terms of Service shall be regarded as the assignment of any such intellectual property rights to the Partner.
2. Any intellectual property rights in or arising out of the Service that may be owned by third parties shall remain with such third-party owners.

Partner Data

1. The Partner shall have sole responsibility for the data that has been provided to use any of the Services. The data may include, information, content, images, videos, location, products, or other variables. Sightseeing Alliance owns the data that has been provided to it by the Partner.
2. The Partner confirms that all data is provided free of any intellectual property limitations and therefore is capable of being shared with other partners. If Sightseeing Alliance pays any fees, fines or penalties arising from material provided by the Partner, Sightseeing Alliance may seek full reimbursement of any such fees, fines or penalties from the Partner, including the legal costs incurred by Sightseeing Alliance.
3. As the Partner has agreed to use Services provided by Sightseeing Alliance, the Partner consents to the use, distribution, amendment, and publicly display of their Partner content for the purpose of providing the Services. Should the Partner choose to discontinue the use of the Services, the Partner may remove such content at the same time from the portal and / or terminate the agreement with Sightseeing Alliance.
4. Sightseeing Alliance shall be permitted to use the Partner’s content, including but not limited to the Partner’s name and logo in any of Sightseeing Alliance’s marketing materials, webinars, partner lists, reports or on the portal.
5. If a Partner uses Sightseeing Alliance’s portal listing service, Sightseeing Alliance will provide an icon featuring “Powered by Sightseeing Alliance”. The user agrees to a limited license for the use of the Sightseeing Alliance name independently as incorporated within such Icon for the purpose of displaying the Icon on your Sightseeing Alliance portal and on your website Partner will advise Sightseeing Alliance where such icon is being used before using it.
6. Sightseeing Alliance reserves the right to delete any Partner content from the portal that is unlawful, the subject of third-party intellectual property rights, harmful, abusive, obscene, discriminatory, or otherwise objectionable, at its sole discretion.

Data protection

1. Sightseeing Alliance recognises that the Partner acts as a data controller in respect of their, and their customers, data. Sightseeing Alliance has the right to process any such authorised partner data in the provision of the Services, and when doing so, Sightseeing Alliance shall use reasonable attempts to:
   1. secure all data of the Partner and its authorised partners, using relevant technical and organisational measures, against unauthorised or unlawful processing or accidental loss, corruption, destruction, or damage;
   2. ensure that they only process personal data of the Partner and its authorised partners in accordance with the instructions and directions of the Partner and its authorised partners;
   3. In the event of a security breach, or a potential security breach, loss, data leak, or unauthorised access with respect to any personal content, Sightseeing Alliance shall investigate the breach and take the necessary steps to identify and cease the cause of the data breach and prevent its recurrence, to the extent that is within the control of Sightseeing Alliance; and
   4. provide reasonable assistance and information to the Partner as it may reasonably require allowing the Partner to comply with its obligations under the General Data Protection Regulation (EU) 2016/679.
2. For the purpose of this Clause the terms “data controller”, “process” and “processing” shall have the meaning set out in the General Data Protection Regulation (EU) 2016/679.
3. Sightseeing Alliance is a B to B portal and will not deal with consumers directly. Keeping that in mind, where and if relevant they will comply with applicable privacy laws.

Record Retention

Sightseeing Alliance shall compile and retain records of transactions and data related to the Services provided to the Partner, in accordance with Partner’s requirement Sightseeing Alliance reserves the right to delete such records beyond that period. Access to data over 6 months may require different process.

Limitations of Liability

1. The omission in this Clause 9 shall apply to the fullest extent permitted at law but neither party shall be able to exclude (i) liability for death or personal injury caused by it or by its officers, employees, contracts, or agents; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be excluded by law. Sightseeing Alliance, and its officers do not guarantee that the Service or the Software will be uninterrupted, timely, secure or error free. The Services and the Software are provided on an “as is” and “as available” basis without warranties, either express or implied, including, but not limited to, warranties of use by partners, non-contravention of laws, or fitness for a particular purpose.
2. Except with respect to amounts owed by Partners to Sightseeing Alliance, save in the event of a claim under Clause 10 (Confidentiality) and Clause 11 (Indemnity), the aggregate liability of each party for or in respect of any loss or damage suffered by the other party (whether due to breach of contract or otherwise) under or in connection with the Terms of Service in any calendar year shall be limited to the total amount of fees paid by the Partner during a calendar year.
3. In no event will either party be liable to the other for special, significant, subsidiary or other indirect damages, or for loss of profits, anticipated savings, business opportunity, goodwill, or loss of revenue, loss or corruption of dates, or costs of procurement of substitute goods or services arising from the Terms of Service, to whatever extent caused, and even if either party has been advised of the possibility of such damages.
4. In addition to the other exclusions set out in this Clause 9, Sightseeing Alliance has no liability where any failure to provide the Services is caused by:
   1. A network, hardware or Software fault in equipment which is not under the control of Sightseeing Alliance;
   2. Any action or exclusion of the Partner;
   3. Use of any of Services which is contradictory to the Terms of Service; or
   4. Any unauthorised access to the Services, including a malicious security violation.
   5. In the occurrence of any harm or damage to the Partner’s data, the Partner’s sole and absolute remedy shall be as set out in Clause 6
5. Partner agrees that their usage of the Services is at their own risk.
6. Partner agrees to indemnify and hold harmless Sightseeing Alliance, its affiliates, respective officers, directors and employees, from and against any and all claims of third parties relating to or arising out of their use of the Services and Software other than claims arising from gross negligence or wilful misconduct of Sightseeing Alliance its affiliates, respective officers, directors and/or employees.

Confidentiality

1. Sightseeing Alliance or the Partner may be given access to confidential information by the other party with the intention of performing its responsibilities under the Terms of Service. A party’s confidential information shall not include information that:
   1. is or has become publicly known other than through any act or omission of the receiving party.
   2. was in the other party’s lawful custody before the disclosure.
   3. is lawfully disclosed to the receiving party by a third party without restriction or disclosure.
   4. is independently created by the receiving party, which can be proved by written evidence; or
   5. is required to be revealed by law.
2. Both Sightseeing Alliance and the Partner must take relevant action to ensure that the other party’s confidential information is not revealed or shared by any of its employees or by any other third party in contravention of the Terms of Service. Both parties must not use the other’s confidential information for any purpose other than for complying with the Terms of Service. Additionally, both parties must not make each other’s confidential information accessible to any other third party. For any loss, damage, modification, or disclosure of any confidential information caused by another third party, neither party shall have any responsibility to the other for such breach.
3. Sightseeing Alliance agrees that the Partner’s data is the confidential information of Partner. The Partner agrees that Sightseeing Alliance’s data, Software details, the Services, and any performance tests of the Services, constitute Sightseeing Alliance’s confidential information.
4. Unless clearly informed by the Partner in writing, Sightseeing Alliance has the right to name the Partner as a reference for its marketing purposes.

Indemnity

1. The Partner agrees to defend Sightseeing Alliance against any claim, demand, action or proceedings made or brought against Sightseeing Alliance by a third party claiming that the Partner’s data, or the Partner’s use of any of the Services is in breach of such third party’s intellectual property rights or is in breach of applicable law, the Partner will indemnity Sightseeing Alliance from any damages, legal fees and costs awarded against Sightseeing Alliance as a result of any court order, or in respect of any amount paid by Sightseeing Alliance in settlement of any claim (except that the Partner may not settle any claim made against Sightseeing Alliance unless it unconditionally releases Sightseeing Alliance of all obligations in respect of any such settlement), provided that Sightseeing Alliance gives the Partner all reasonable support at the Partner’s expense.

Termination of Services or Closing or Partner Accounts

1. The Terms of Service shall continue to be in full force and effect, unless terminated as provided for in this Clause 12 or otherwise in the Terms of Service.
2. Sightseeing Alliance may delete or otherwise dispose of any of the Partner data in its control unless Sightseeing Alliance receives, not later than ninety (90) days after the effective date of the termination of the Terms of Service, a written request for the delivery to the Partner of the then most recent back-up of the Partner’s data. Sightseeing Alliance shall deliver the back-up to the Partner following receipt of such a written request, within ten (10) working days of receiving the request. After such 90-day period has passed, Sightseeing Alliance has no obligation to maintain or provide any Partner data and shall thereafter delete and destroy all copies of the Partner data in Sightseeing Alliance’s control, unless it is prevented from doing so by law.
3. Without prejudice to any rights or remedies of either party, either party may terminate the Terms of Service at any time. If the Partner wishes to terminate these Terms of Service, the Partner must do so by informing Sightseeing Alliance through their Partner Account. Sightseeing Alliance may suspend or terminate any one or more Services at any moment without prior notice to the Partner.
4. The Terms of Service shall automatically renew for consecutive periods as mentioned in the contract between the parties unless either party terminates the Terms of Service by giving no less than 60 clear days prior written notice
5. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Terms of Service without liability to the other at any time, with immediate effect upon written notice being served on the party, if the other party:
   1. is in material violation under the Terms of Service, and in the case of a breach which is capable of being remedied, fails to remedy such breach within 30 days following notice of the breach; or
   2. voluntarily files a winding-up petition, shall have a receiver appointed over it or any of its assets, shall become subject to an administration order, shall enter any voluntary arrangement with its creditors, shall cease or threaten to cease to carry on business, or shall be subject to any corresponding event or proceeding in any applicable jurisdiction; or
   3. the Partner fails to pay any outstanding fees payable for the Services after Sightseeing Alliance has sent a final demand for payment to the Partner; or
   4. the Partner Account is inactive for a period of 120 days or more.
6. For any reasons of the termination of the Terms of Service:
   1. all rights of the Partner right under the Terms of Service will be immediately terminated.
   2. all the Services that have been provided to Partner under the Terms of Service shall cease;
   3. the Partner will have no right to further use of any property, Software, Services, or equipment that belongs to Sightseeing Alliance; and
   4. the Partner shall pay all outstanding amounts due to Sightseeing Alliance within ten (10) working days of termination.

Amendments to Terms of Service

Sightseeing Alliance has the sole responsibility to update or amend the Terms of Service without prior notice to the Partner and at its own discretion at any time by submitting a new version to the Sightseeing Alliance portal. The Partner’s continued access to or use of the Services or indicates the Partner’s acceptance of the current published version of the Terms of Service.

Force Majeure

Neither party shall be in breach of the Terms of Service nor liable for delay in working, or collapse to perform, any of its obligations under the Terms of Service if such delay or failure from events, circumstances, or cause beyond its reasonable control (a Force Majeure event).

Warranty

1. Sightseeing Alliance takes all responsibility (excluding in the case of any third-party applications) to perform the Services to comply with the Partner’s subscription to the Services.
2. If the Partner uses any of the Services in contravention of against Sightseeing Alliance’s instruction or there is a revision of the Services by any party other than Sightseeing Alliance or Sightseeing Alliance’s authorised agents, the Partner is not allowed to claim any warranty for such Service. If the Services do not accord with the warranty provided in this Clause 15.2, Sightseeing Alliance will, at its expense, use commercially reasonable efforts to promptly rectify any such non-conformity, or provide the Partner with an alternative means of accomplishing the desired performance.
3. Sightseeing Alliance does not warrant that the Partner’s use of the Services will be uninterrupted or error-free, or that the Services and/or information obtained by the Partner through the Services will entirely meet the Partner’s requirements.
4. Sightseeing Alliance is not responsible for any malware which was not detected by Sightseeing Alliance using reasonable current commercial methods of detection.
5. Except as expressly provided for in this Clause 15, Sightseeing Alliance and its associated companies and partners disclaim all other warranties, implied or statutory, including warranties, terms and conditions of accuracy, correspondence with description for a particular purpose, or use and satisfactory quality.
6. If the Partner facilitates any other third-party applications or Software to use one or more of the Services, the Partner consents that the other third-party Software or applications may access the Partner’s data and that of its authorised partners. Sightseeing Alliance shall not be responsible for any disclosure, modification or deletion of the Partner’s and that of its authorised partners, from any such access by third-party applications or Software providers, and any such authorisation and use of the Partner’s data and that of its authorised partners shall be subjected to the privacy policies of such third-party applications or Software providers. The Services will allow the Partners to restrict such access by restricting the Partners from installing or enabling such third-party applications or Software for use with the Services.
7. The Services may be subject to limitations at the discretion of Sightseeing Alliance, including but not limited to, limitations of the Partner’s storage capacity and bandwidth, limitations of the number of products, and limitation of size of attachments of files or images.

Developments

Sightseeing Alliance has the right to create, update or to modify portals, online features, any tools, or other Services that are owned or partially owned by Sightseeing Alliance (hereinafter referred to as “the Online Assets”). The Partner agrees that the Online Assets are the sole responsibility of Sightseeing Alliance. Nothing contained in the Terms of Service shall be construed to limiting Sightseeing Alliance’s rights to the Online Assets. The Partner acknowledges that it will cease the use of Sightseeing Alliance’s Online Assets at Sightseeing Alliance’s request or upon the termination of the Terms of Service.

General

1. Third-Party Rights: A person who is not party to the Terms of Service has no right to enforce, or to enjoy the benefit of, any part of the Terms of Service.
2. Wavier: A wavier of any right under the Terms of Service is only effective if it is in writing and it applies only to the party to whom the wavier is addressed and to the circumstances for which it is given. Unless specifically provided otherwise, rights arising under the Terms of Service are cumulative and do not exclude rights provided by law.
3. Notices: All notices to be given under the Terms of Service shall be given in English Language in writing to the address as shall be given by either party to the other in writing.

   For Sightseeing Alliance that address will be 156 Cromwell Road, London SW7 4EF. Notices can be sent by email at dpo@yantraworld.com to be followed by a registered post to the address given above.

4. No Partnership or Agency: Nothing in the Terms of Service is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
5. Product Listings: The Partner may use the Services to create a listing about the Partner’s products or services. The Partner will be asked a variety of questions in order to update or create your listing, including, but not limited to product name, highlights, location, features, pax size, availability, cancellation policy, pricing, refund policy or other wavier if it is required. The Partner owns sole responsibility of the product data, and the Partner must not submit any false or misleading information. The Partner must not provide the product or services to any listing which they do not own. When the Partner is creating its product listing, it may need to choose certain requirements which must be met by the customer who is making the booking.
6. Invalid provisions: If any provision of the part of provision of the Terms of Service is founded by any court or administrative body to be invalid or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable, or legal if some part of it were deleted or removed, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
7. Governing Law & Jurisdiction: All disputes arising out of or in connection with the Terms of Services shall be governed by the Laws of England and Wales. All claims against Sightseeing Alliance arising from or relating to the Services must be resolved in the courts England and Wales. Nothing in this Clause shall limit the right of Sightseeing Alliance to take proceedings against the Partner in any other court, or courts, of a competent jurisdiction. The foregoing shall apply to the extent that applicable law in such country requires application of another law and/or jurisdiction.
8. Variations: The Terms of Service may only be modified or varied in writing executed by duly authorised representative of both the parties.
9. Intellectual Property Ownership: The Partner agrees that Sightseeing Alliance own all intellectual property rights in the Software, the Services and Sightseeing Alliance’s data. Except as expressly stated herein, the Terms of Service do not grant the Partner any rights to, or in, patents, copyright, database rights, trade names, trademarks, or any other rights or licenses in respect of the Software, Services or Sightseeing Alliance’s data.
10. Survival: In addition to those provisions which by their nature are intended to survive any termination of the Terms of Service, Clauses 7 (Data Protection), 9 (Limitations of Liability), 10 (Confidentiality), 11 (Indemnity), 12.6 , and 17 (General), of the Terms of Service shall survive such termination or expiration of the Terms of Service.
11. Entire Agreement: The Terms of Service constitute all the terms and conditions between the Partner and Sightseeing Alliance. Unless otherwise explicitly agreed in writing the Terms of Service apply in place of and supersede any terms of conditions covered in or referred to in any correspondence or elsewhere or implied by trade, custom or course of dealing. Any general terms of business or other terms and conditions of any order or other document issued by the Partner in connection with the Terms of Service shall not be binding on Sightseeing Alliance. The Partner and Sightseeing Alliance agree that they have not relied on any representation made by the except as set forth in the Terms of Service, and in any event, any such representation is excluded. Nothing in this Clause shall limit liability for any representation made fraudulently.