Who we are
Our website address is: https://www.nogrella.com
How the Site Works
Nogrella.com is a platform where companies serving in the field of tourism will promote and market their services. If a service purchase is made by the customers through nogrella, they receive a commission over the service fee for this work..
By accessing the website and or by submitting personal data manually or in the electronic form to us in connection with the website. You give your consent that all personal data that you submit will be processed by us in the manner and for the purposes described below. Kindly, read the following carefully to understand our views and practices regarding your personal data and how we will treat it.
If you have any questions at all about this policy or the Website or about how we use and process your personal data, Kindly do not hesitate to contact us by e-mail at info@www.nogrella.com or, alternatively, in writing to www.nogrella.com
Information about our use of cookies
Our website uses cookies to differentiate you from other users using our website. These cookies allow us to provide you with good user experience and helps us in improving our website as well. When you access our services, you are trusting us to handle these cookies in a safe way.
Cookies are small text files that a web server sends to your browser or on the hard drive of your computer that stores information about the sites that you visit. These cookies allow us to connect your activity with other services and information we hold about you in your profile. They are widely used to optimize the website to work more efficiently.
We use the following cookies:
Analytical/performance cookies: These cookies allow us to track the visitors on our website. They are essential in measuring the number of visitors and how they move around our website. This helps us to evaluate the performance of our site, for example, ensuring whether users are getting what they have been looking for easily or not.
Targeting cookies: The pages you visited and the links you followed, all are recorded by the targeted cookies. The user data and behaviour information allows us to make advertising services more relevant to the user’s interests. This information can be shared with the third party websites like (Google Analytics, and Affiliate Networks) for this specific purpose.
Advertising cookies: Advertising Cookies are used to gather data that may help in delivering online advertisement catered specifically to a users interest.. They may gather a de-identified, non-human readable version of your email address to compare with the other data of you for improving the relevance of online advertising. It might also collect the following information of yours: IP address, browser or operating system type.
Log Files
We use IP addresses to analyze trends, administer the Website and gather broad demographic data for aggregate use. IP addresses are not linked to personally identifiable data.
Links
The website contains links to other websites. Kindly be aware that we are not responsible for the privacy practices of other websites. We encourage you to be aware when you leave the website and to read the privacy policies of each and every website that collects personally identifiable data. This privacy policy applies solely to data collected by us on the website.
Data Collection
We are committed to protecting the privacy of the users of our Website. We are the sole owner of the data collected on the Website. We will not sell, share, or rent this data to others in ways different from those disclosed in this statement.
We collect data from you at several different points on the website. The collected data remains safe & secured in our database for almost 60 days before being refreshed. We may also collect demographic and navigation data about you available on other websites or databases.By submitting your data you consent to the use of that data as set out in this policy. If we edit this privacy policy we will update the changes on this page and may place notices on other pages of the website, so that you may be aware of the data we collect and how we use it at all times.
How We Use the Data Collected
All of the data that we have collected from you, during your visits to our websites and by the emails you sent to us is used in the following way.
Direct Mailings
We regularly send out survey forms, newsletters, discount coupon, voucher code alerts to our members and let them know about the latest discounts and offers. By default, members will receive all e-mail communications but if preferred, members can select what type of e-mails they receive from us by managing their subscription options located in the “My Account” section of the website or by clicking through from the link in our emails, we may also wish to provide you with data about special features of our website or any other service or products we think may be of interest to you. This is an opt-in e-mail option selected when you register to the website. At any time you can alter your personal profile on the website to disable any further emails.
There’s a possibility that the website will request data from you via surveys and contests. Participation in these surveys or contests is completely voluntary and you, therefore, have a choice whether or not to disclose this data. Data requested may include contact data (such as name and shipping address), and demographic data (such as postcode or age level). Contact data will be used to notify the winners and award prizes. Survey data will be used for purposes of monitoring or improving the use of and satisfaction with this website.
Information Security
In the course of us receiving your personal information, that information might also be transferred over the internet. Though we make every effort to protect the personal information that you might provide us, the transmission of information over the internet is not entirely secure. As such, you acknowledge and accept that we cannot guarantee the security of your personal information uploaded on our website and that such is uploaded on your own accord. Once we have received your personal information, we will use strict procedures and security features to keep them safe and prevent unauthorized access to it.
Public (Unregistered) Users
We will not capture data about public (unregistered) users of the website, other than your IP address and session details such as pages viewed and type of browser used. This data is automatically logged by the internet server and will be used to evaluate the use and performance of the network.
Newsletter Subscriptions
By providing us with your e-mail address and accepting the terms of our policy, you opt to receive newsletters from our websites. The letters will contain the best deals we might be offering at that current time alongside some other discounts that you might be interested in, the newsletters are specifically created to cater the need of every consumer according to their cookie data we collected.
Sharing
We may share (whether or not for payment) aggregated demographic data with our partners, clients and advertisers. This is not linked to any personal data that can identify any individual person. We may partner with another party to provide specific services. When you sign-up for these services, we will share names or other contact data that is necessary for the third party to provide such services. These parties are not allowed to use personally identifiable data except for the purpose of providing such services. We may also use such aggregated data and statistics for monitoring the website usage in order to help us develop it and our services may provide such aggregate data to third parties.
Email-A-Friend
If you elect to use our referral service for informing a friend about our website, we will ask you for your friend’s name and email address. We will automatically send the friend a one-time email inviting them to visit the website. We store this data for the sole purpose of sending this one-time email. This data is then discarded after the email is sent.
Data Protection
We shall only use your personal data in accordance with the legal requirements, principles and best practice recommendations of the Act that grants you various rights in respect of the processing of your personal data. In accordance with Article 77 of the General Data Protection Regulation, you may also make a complaint to the Information Commissioner’s Office, or the data protection regulator in the country where you usually live or work, or where an alleged infringement of the General Data Protection Regulation has taken place. Alternatively, you may seek a remedy through the courts if you believe your rights have been breached.
For more details about your rights under the Act, the rules we have to adhere to in collecting and storing your data, and how you can check your data records, kindly visit www.dataprotection.gov.uk.
Updating/Removal of Personal Data
If any data regarding you requires to be corrected, updated or changed it is your responsibility to advise us of the required amendments. If you inform us that you no longer desire our service, we shall correct, update or remove your personal data provided to us. Kindly note, an archive copy of any data provided to us may be retained by us for our records and for audit purposes.
Contact
If you have any questions about this policy or the website, or about how we use and process your personal data, kindly do not hesitate to contact us through e-mail at info@www.nogrella.com
This privacy policy explains how nogrella.com processes your personal data. nogrella.com is a part of Emaglobe Limited. We’re bound to follow the same standards of business ethics & data protection. Kindly review it carefully, as it specifies the rights you have and how you can exercise them.
10.11.2022
Supplier Terms and Conditions
These Supplier Terms and Conditions (“Agreement”) are entered into between Emaglobe Limited UK (“Nogrella”), located at FLAT 1 124 TOTTENHAM LANE LONDON ENGLAND N8 7EL and its Affiliates, and Supplier. This Agreement incorporates the definitions in Exhibit A (“Definitions”) and the Platform Rules. Any capitalized term used in this Agreement will have the meaning assigned to it in Exhibit A or elsewhere in this Agreement. This Agreement governs the relationship between Nogrella and Supplier. The relationship between Supplier and a Customer is governed by the Supplier-Customer Contract.
Nogrella operates the Nogrella Platform. In connection with Supplier’s access and use of the Nogrella Platform, Supplier appoints Nogrella as its commercial agent for the purposes set forth herein. Using the Nogrella Platform, (i) Customers can purchase Services from Supplier through Nogrella acting as an commercial agent for Supplier, and (ii) Travel Agencies, concierges, or other entities may purchase Services from Suppliers for their clients. Supplier is responsible for acquiring and maintaining, at its own expense, all equipment and connectivity required to access the Nogrella Platform.
Supplier may manage the Supplier Content, including Product Offers, on the Nogrella Platform using the Supplier dashboard.
2.1. Supplier Creation.
Supplier will provide to Nogrella all information required by Nogrella to establish and maintain the Supplier Account. This includes (i) insurance details in accordance with Section 11 below, (ii) current business license or registration information, (iii) details regarding Supplier ’s Payment Account, and (iv) other information as reasonably requested by Nogrella. Supplier will keep this information up-to-date via the Supplier dashboard.
2.2. Login Credentials.
Supplier is responsible for maintaining the confidentiality and security of its Login Credentials and may not disclose the Login Credentials to any third party. Supplier is liable for all activities conducted in connection with its Supplier Account. Supplier must immediately notify Nogrella if Supplier knows or has reason to suspect that (i) its Login Credentials have been lost, stolen, misappropriated, or otherwise compromised or (ii) there has been actual or suspected unauthorized use of its Supplier Account.
3.1. Product Offers.
For each Service that Supplier wishes to sell via the Nogrella Platform, Supplier will upload a Product Offer using the Supplier dashboard. The Product Offer must include all necessary information about the Services, including (i) suitability information (e.g. minimum age, , required skills or permits (such as a driver’s license), level of fitness, or inherent risks (including risks to persons with pre-existing medical conditions), (ii) logistical information (e.g. meeting point, meeting time, duration, and required or recommended clothing and equipment), and (iii) other information requested by Nogrella. Supplier shall ensure that all critical information is included in the “Important information” section of the Product Offer, If any logistical information is omitted from the Product Offer or ticket, Supplier shall provide this information to Customer as soon as possible. Nogrella reserves the right to introduce Content Modifications in line with Nogrella’s Content Guidelines.
3.2. Availability.
Supplier must keep the Product Offer, including Availability, up-to-date and accurate at all times. Supplier must delete any cancelled or invalid Product Offers immediately. Supplier is responsible for any Customer claim based on alleged or actual inaccuracies of the Product Offer, including Availability, or other Supplier Content.
3.3. Prices.
Supplier sets the Retail Price at which Services will be sold to Customers. The Retail Price for the Services stated in the Product Offer shall include Applicable Taxes. The Retail Price must include all expenses; Nogrella will not collect such amounts separately. The Product Offer must disclose the existence and amount of any fees, taxes, dues, commissions, or other amounts that will be collected on the day Services are provided. Supplier may not collect (or attempt to collect) from a Customer any fees, taxes, dues, commissions, or other amounts not disclosed in the Product Offer. Nogrella will display the Retail Price in Supplier ’s preferred currency, and may, in its sole discretion, display the Retail Price in any other currency and, when needed, rounding the Retail Price to an even number.
3.4. Conclusion of Contract.
When a Customer purchases Services via the Nogrella Platform, the Customer purchases Services directly from Supplier pursuant to the Supplier -Customer Contract, concluded on Supplier ’s part by Nogrella acting as commercial agent of the Supplier in the name and on behalf of Supplier. Supplier appoints and authorizes Nogrella (and its Distribution Suppliers) as its commercial agent to conclude the Supplier -Customer Contract with Customers in the name and on behalf of the Supplier, manage and cancel Bookings, and make full or partial refunds to Customers, as set forth in this Agreement. Nogrella may decide to reject the conclusion of the Supplier -Customer Contract within its sole discretion (e.g. in the case of potential fraud or compliance concerns).
3.5. Payment Collection.
Supplier instructs Nogrella as its commercial agent to collect payments from Customers in the name and on behalf of Supplier, and Supplier agrees that Nogrella may from time to time acting in its sole discretion appoint such Sub-Commercial Agent as it sees fit to receive those payments directly from Customers and to make onward payment of those sums successfully received to Supplier . In particular, for any payment from a US Customer, Supplier appoints NOGRELLA Operations as its limited payment agent solely for the purpose of directly accepting such payments on behalf of Supplier and to make onward payment of those sums to Nogrella. Supplier agrees that receipt of payment for the sum due from a Customer by Nogrella, or its Sub-Commercial Agent (including NOGRELLA Operations), as applicable, shall extinguish Customer’s payment obligation to Supplier . Supplier agrees that payment made by a Customer to Nogrella or its Sub-Commercial Agent (including NOGRELLA Operations), as applicable, through the Nogrella Platform shall be considered the same as a payment made directly to Supplier, and Supplier will provide Services to Customers in the agreed-upon manner as if Supplier had received the Customers’ funds directly. Supplier acknowledges and agrees that it shall have no recourse against a Customer once the funds are tendered to Nogrella or its Sub-Commercial Agent (including NOGRELLA Operations), as applicable. Nogrella uses a Payment Service Provider to process payments from Customers; in some cases a Distribution Supplier and in certain countries an Affiliate may be appointed as a Sub-Commercial Agent. Nogrella will bear the credit card and banking fees for the receipt of payment from Customers, provided that Nogrella may charge Customers a foreign exchange fee if applicable. The payment will be collected in the currency indicated by Supplier in the Product Offer.
3.6. Changes.
Customers occasionally make mistakes when making Bookings. Subject to availability, Nogrella may change the date, time, language, or number of persons for a Booking up to two (2) hours after a Customer booked a Service. Such changes will be made at no charge to the Customer or to Nogrella.
3.7. Chargebacks and Disputes.
If a Chargeback or other payment failure occurs before Supplier provides a Service, Nogrella will inform Supplier and cancel the Booking. If a Chargeback occurs after Supplier provides a Service, Nogrella will ask Supplier to provide a response within three Business Days. Nogrella may forward Supplier ’s response to the credit card issuer. Supplier acknowledges and agrees that Nogrella accepts payments from Customers as Supplier ’s commercial agent, and that Nogrella’s obligation to pay Supplier is subject to and conditional upon successful receipt of the associated payments from Customers. In the event of a Chargeback or other failed payment, (i) Nogrella and its Sub-Commercial Agent will make no payment to Supplier for the affected Booking, (ii) Nogrella will receive no Commission for the affected Booking, and (iii) Nogrella may offset any amount already paid to Supplier for the affected Booking against any future payment under this Agreement. Nogrella and its Sub-Commercial Agent are not a party to the Supplier -Customer Contract, do not act as a guarantor for payment by Customers, and are not liable to Supplier in the event of Chargeback or other nonpayment by a Customer.
3.8. Cancellations; No Shows.
Supplier will not directly accept cancellations of Bookings from Customers; all cancellations must be made by a Customer through the Nogrella Platform or Nogrella customer service.
(a) During the Free Cancellation Period.
If a Customer cancels a Booking during the Free Cancellation Period, Nogrella will give the Customer a prepayment collected Refund. If Nogrella gives a Customer a prepayment collected Refund, pursuant to this section or for any other reason, (A) Supplier will receive no payment for the Booking, and (B) Nogrella will receive no Commission for the Booking.
(b) After the Free Cancellation Period.
If a Customer cancels a Booking after the Free Cancellation Period has ended, and there are no extenuating circumstances, the Booking will be treated as a Completed Booking for purposes of payment. If there are extenuating circumstances, Nogrella may give the Customer a prepayment collected Refund.
(c) Force Majeure Situations.
In the event that Supplier cancels Services because of a Force Majeure Situation, Supplier must notify Nogrella’s customer service department immediately. A Customer may cancel a Booking if a Force Majeure Situation occurs at the travel destination, regardless of whether Supplier continues to provide Services during the affected period of time. If Supplier or Customer cancels a Booking in connection with a Force Majeure Situation, Nogrella will give the Customer a prepayment collected Refund.
(d) No Shows.
If a Customer is a No Show and there are no extenuating circumstances, the Booking will be treated as a Completed Booking for purposes of payment. If there are extenuating circumstances, Nogrella may give the Customer a prepayment collected Refund.
3.9. Provision of Services.
Supplier will provide Services in accordance with the Product Offer, in good faith, and consistent with best practices and standards in the tours and activities industry. Supplier may subcontract performance of the Services only with the prior written consent of Nogrella.
3.10. Failure to Provide Services.
If Supplier cancels a Booking or otherwise fails to provide Services to a Customer as required by a Booking, Nogrella will give the Customer a prepayment collected Refund. Supplier acknowledges that its cancellation or other failure to provide Services damages Nogrella’s goodwill and reputation, and causes Nogrella to incur additional customer service expenses. Accordingly, if Nogrella determines that the cancellation or failure to provide Services was not justifiable (e.g. the result of a Force Majeure Situation), Nogrella may deduct a cancellation fee (as liquidated damages), equal to fifty percent of the Retail Price of the Services for each affected Customer, from any future payment due to Supplier hereunder. The Parties acknowledge and agree that it would be impractical to estimate the amount of any damages that could arise out of Supplier ’s cancellation or other failure to provide Services, and agree that the amount of liquidated damages described above is a reasonable estimate of the actual damages that Nogrella would suffer and incur as a result of such cancellation or failure to provide Services. Nogrella may, at its sole discretion, opt not to deduct this amount, or to deduct a lesser amount, if Supplier provides an alternative but equivalent Service at the same date to the affected Customers. For the avoidance of doubt, a cancellation resulting from Supplier ’s failure to provide accurate Availability information on the Nogrella Platform and the failure to provide an invoice to the Customer shall constitute a failure to provide Services for purposes of this section. In addition to the remedies stated above, Nogrella may terminate this Agreement for Supplier ’s material breach if Supplier fails to provide Services as contracted and nogrella can use its right to collect the damage by legal means.
4.1. Nogrella’s Commission.
Supplier agrees to pay Nogrella a Commission for (i) use of the Nogrella Platform, (ii) marketing performed by Nogrella, (iii) customer service performed by Nogrella, (iv) Nogrella’s brokering of transactions between Supplier and Customers, and (v) other services performed hereunder by Nogrella. Nogrella’s Commission is a percentage of the Retail Price for a Booking, as specified in the Supplier Account. Supplier agrees to keep the amount of Commission confidential. The Commission will be deducted from the Retail Price charged to Customers in the agreed currency.
4.2. Payment to Supplier .
Supplier collects its own service fee from the customer on site.
4.3. Transaction Fees; Deductions.
Nogrella shall pay the transaction fees charged by Nogrella’s or its Sub-Commercial Agent’s financial institution to transfer amounts to Supplier ’s Payment Account. Supplier will bear any fees charged by Supplier ’s own financial institution for the receipt of payments from Nogrella or its Sub-Commercial Agent. Nogrella or its Sub-Commercial Agent may deduct from any payment to Supplier the costs of refunds made to Customers, replacement services provided to Customers, or other amounts Supplier is required to pay or reimburse a NOGRELLA Party under this Agreement.
4.4. Taxes.
Supplier is solely responsible for determining its obligations to report, collect, remit or include in its Product Offers any Applicable Taxes and for remitting any Applicable Taxes to the appropriate governmental entity. If Supplier requires Nogrella to collect Applicable Taxes on Supplier ’s behalf, Supplier will inform Nogrella regarding the applicable rate(s) and the Parties will cooperate to establish a method for such collection. If at any time Nogrella determines that it is required to collect or deduct Applicable Taxes relating to Services, either on its own or on Supplier ’s behalf, it will inform Supplier and collect or deduct such Applicable Taxes. Upon request from a NOGRELLA Party, Supplier will within five business days (i) provide that entity with Supplier ’s valid tax identification or registration numbers, including where requested any business registration number, to demonstrate that Supplier is a registered taxpayer in applicable jurisdictions where Services are taxable, (ii) issue a valid tax invoice to that entity in relation to any specified Services, (iii) provide documentation to that entity substantiating that Supplier remitted tax on Services (including copies of returns, workpapers, and supporting transaction data reports), and (iv) provide other cooperation to that entity as requested to confirm Supplier ’s compliance with tax obligations. Such information requests may be made directly to the Supplier or via the Supplier dashboard. Any failure to comply with the requirements of this section may result in the temporary or permanent suspension of Supplier ’s Services from the Nogrella Platform.
In the event Applicable Law in a jurisdiction imposes VAT (or other Applicable Tax) on Commission, Nogrella will deduct the amount of such VAT (or other Applicable Tax) from payments due to the Supplier , in addition to the Commission. Supplier is responsible for determining if any tax credit is available under Applicable Law for payment of this VAT (or other Applicable Tax) on Commission.
4.5. Statement.
Nogrella will provide Supplier a statement (“Statement”), once per payment period, showing (i) the total number of Completed Bookings during the payment period, (ii) the total amount collected from Customers on Supplier ’s behalf for Completed Bookings, (iii) the total amount transferred to Supplier ’s Payment Account for those Completed Bookings, (iv) the services performed by Nogrella (“Commission”) and (v) the amount of sales or other taxes collected and remitted on Supplier ’s behalf (if any). The Statement is the basis for payout by Nogrella. Point (iv) serves as the invoice Nogrella issues for the Supplier in relation to the services provided (“Commission Invoice”). Unless Supplier provides written notice to Nogrella of a good faith dispute with regard to a Statement within thirty (30) days of receipt thereof, including reasonable detail in support of such dispute, such Statement will be deemed accepted. After such period, adjustments for discrepancies will be made in Nogrella’s sole discretion. Without prejudice to the foregoing, no dispute may be raised, and no claim, action or proceedings may be brought, against Nogrella in respect of any payment-related matter after (a) the expiry of one (1) year from the date on which the payment at issue is due (or alleged to be due), or (b) where more than one payment is at issue, the expiry of one (1) year from the date on which the first of such payments at issue is due (or alleged to be due).
4.6. Payment Accrual.
Notwithstanding anything else to the contrary in this Agreement, Nogrella and its Sub-Commercial Agent may postpone and accrue payments due to Supplier hereunder until the total amount payable is equal to at least Є50.00 (or an equivalent amount in the specified currency). Nogrella will transfer any accrued and unpaid amount to Supplier upon any termination of this Agreement.
4.7. Payment Withholding.
Nogrella and its Sub-Commercial Agent may postpone or withhold payments due to Supplier hereunder in case Supplier has failed to comply with providing mandatory information as listed in Section 2.1 and Section 4.4 of this Agreement.
5.1. Customer Communications.
Supplier may not directly or indirectly (i) encourage a Customer to book a service outside the Nogrella Platform, (ii) refer a Customer to any other website or platform, including Supplier ’s own website or platform, or (iii) take any other action to circumvent the Nogrella Platform or the payment of Commission. If prospective customers, who initiated communication through the Nogrella Platform, ask to book a Service outside the Nogrella Platform, Supplier will refer them to the Nogrella Platform.
5.2. Communication Tools.
Supplier shall handle all Customer inquiries received through the Nogrella Platform exclusively using the Communications Tools. Supplier may not provide or suggest alternative communication methods (i) in any Supplier Content, (ii) in any forum available via the Nogrella Platform, or (iii) via the Communication Tools. Supplier must check its messages via the Communication Tools at least once per day, and shall respond to Customer inquiries within the following timelines:
Supplier must respond to inquiries made directly by Nogrella within 24 hours. Supplier may not use the Communications Tools provided on the Nogrella Platform to (a) distribute unsolicited commercial messages or promotions; (b) contact a Customer for any purpose unrelated to a Service, including recruiting or soliciting the Customer to join third-party services, applications or websites; (c) make or accept a booking that circumvents the payment of Commission; (d) request or accept a payment for Services not using the Nogrella Platform; or (e) transmit Prohibited Content. Supplier acknowledges that messages sent using the Communications Tools may be monitored for quality control purposes and stored by Nogrella, and that Supplier has no expectation of privacy with regard to such messages. Nogrella may delete any message that violates this Agreement.
5.3. Invoices.
Upon request by a Customer, Supplier will provide the Customer an invoice for Services via the Communication Tools. The invoice must comply with all applicable tax requirements.
5.4. Service Levels.
Supplier agrees that the rates, availability, amenities, and restrictions for Services offered via the Nogrella Platform will be equal to or better than those made available through Supplier ’s own online booking platform. Customers who book a Service through the Nogrella Platform will be treated at least as well as customers that book through Supplier ’s own online booking platform.
5.5. Tickets and Receipts.
Supplier must accept customer tickets generated by Nogrella, including both tickets printed on paper and tickets displayed on smart phones or other mobile devices. If requested, Supplier must provide each Customer a receipt for Services. The receipt must comply with all applicable tax requirements.
5.6. Personnel Conduct.
Supplier is solely responsible for the conduct of its personnel in connection with Customers or other persons. Supplier shall not, and shall ensure that its personnel shall not, discriminate against or harass any Customer, including but not limited to, on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation.
5.7. Customer Requests
Supplier will handle and respond to requests or complaints from Customers regarding the Services, complaints about Supplier personnel, and requests for refunds. In the event Supplier fails to respond to a Customer complaint within three Business Days, Nogrella pays back the amount received as much as the prepayment received from the customer. In addition, a NOGRELLA Party will (i) offer customer support services to the Customer, (ii) act as an intermediary between Supplier and the Customer, (iii) answer and reply on behalf of the Supplier via the Customer service portal, social media or, if applicable, the communication channels provided on the Supplier Detail Page. In the event of Supplier ’s noncompliance with the service levels in Section 5.4 or any material irregularity, complaint, or nonconformity with a Product Offer, a NOGRELLA Party may at its sole discretion (a) pays back the amount received as much as the prepayment received from the customer or partial refund and/or (b) provide the Customer alternative services (of an equal or better standard than the Services) and deduct the cost of such replacement services from a future payment to Supplier . If a NOGRELLA Party gives a Customer a partial refund, the amount paid to Supplier (and the Commission retained by Nogrella) will be reduced accordingly.
5.8. Reviews.
After a Booking has been completed, the Customer will have the opportunity to review the Services on the Nogrella Platform using Nogrella’s review system. The aim of the review system is to gather meaningful and accurate feedback regarding the Services and Supplier in areas such as performance, reliability, and trustworthiness. Reviews can be viewed by any user of the Nogrella Platform. All review content is the exclusive property of Nogrella or the applicable NOGRELLA Party. Supplier may not use or distribute any reviews from the Nogrella Platform without the prior written consent of Nogrella. Customer reviews are not verified by Nogrella for accuracy. Supplier is prohibited from manipulating the review system in any manner, such as writing a review about Services or instructing a third party to do so.
6.1. Nogrella Obligations.
Nogrella will promote and market the Services in its sole discretion, and will bear the cost of its promotion and marketing efforts. In order to promote the Services, Nogrella may use the Supplier Content and Supplier Marks in offline and online marketing, including email marketing and pay-per-click advertising. Nogrella will, in its sole discretion, determine whether and how to promote the Services and Product Offers on the Nogrella Platform or elsewhere, including position and ranking in search results. Notwithstanding anything to the contrary herein, Nogrella may offer a Service at a price lower than the Retail Price stated in a Product Offer, provided that (i) the offer is limited to members of a Closed User Group and/or relating to a special event (e.g. public holiday or otherwise relevant event) and (ii) the full amount of the discount is deducted from the Commission that would normally be paid by Supplier .
6.2. Supplier Obligations.
Supplier must offer Services under its generally-used company and brand name. The Product Offer or other Supplier Content may not state or convey the impression, directly or indirectly, that (i) Nogrella provides the Services, (ii) Nogrella has tested the quality of the Services, or (iii) Nogrella otherwise endorses Supplier or the Services.
6.3. Supplier Communications.
Supplier shall not directly or indirectly (e.g. through an affiliate or agent) engage in any marketing, promotional, or similar communications with any Customer without such Customer’s prior consent. Without limiting the foregoing, Supplier shall not include any marketing or promotional content in any confirmation or other communication sent to Customers. Supplier acknowledges that the transmission of communications in violation of this section constitutes both a material breach of this contract as well as a potential violation of GDPR.
Supplier shall render all Services in compliance with all Applicable Laws, including (i) fire and safety laws, (ii) consumer protection laws, (iii) information and consultation laws, (iv) licensing laws, (v) health and hygiene laws and regulations (including any laws or regulations relating to COVID-19 or other communicable diseases), and (vi) other laws related to the Services or Supplier ’s business. Upon request by a NOGRELLA Party, Supplier will provide within five business days (i) copies of registrations, licenses, permits, approvals, and authorizations, and (ii) documentation demonstrating compliance with Applicable Law. In the event of alleged non-compliance of the Services, Supplier shall promptly cooperate, at its own expense, with any investigation by administrative authorities or associations.
8.1. Supplier Content.
Supplier grants to Nogrella a non-exclusive, sublicensable (through one or more tiers), worldwide, fully-paid and royalty-free license, in any and all media now known or hereafter discovered or developed, to use, reproduce, adapt, translate, make derivative works of, modify, perform, publicly display, publicly perform, transmit, and distribute the Supplier Content including (i) on or through the Nogrella Platform, (ii) in online and offline marketing materials, and (iii) as otherwise contemplated by this Agreement or agreed by the Parties. Supplier is solely responsible for the Supplier Content, and may provide only Supplier Content that it either owns or otherwise has the right to provide to Nogrella under the terms of this Agreement. Supplier shall not provide Supplier Content that is, contains, or references Prohibited Content. Nogrella may remove from the Nogrella Platform any Supplier Content that, in Nogrella’s good faith determination, does or may violate this Agreement or Applicable Law. Alternately, Nogrella may request Supplier to correct any such non-conforming Supplier Content within two days of notice. To assist consumers who speak different languages, Nogrella may translate (or have translated) Supplier Content, in whole or in part, into other languages. Nogrella cannot guarantee the accuracy or quality of such translations. If Supplier becomes aware of an inaccuracy in a translated version of a Product Offer or other Supplier Content, Supplier shall inform Nogrella immediately. Nogrella will on a regular basis sublicense Supplier Content to Distribution Suppliers.
8.2. Supplier Marks.
Supplier grants to Nogrella a non-exclusive, sublicensable (through one or more tiers), paid-up, royalty-free license to use the Supplier Marks to market the Services. Nogrella’s use of the Supplier Marks shall inure solely to the benefit of Supplier and will not create any right, title, or interest for Nogrella in the Supplier Marks other than the license granted under this Agreement.
8.3. Retention of Rights.
The Supplier Content and Supplier Marks, and all worldwide Intellectual Property Rights therein, are the exclusive property of Supplier (and its Supplier s). All rights in and to the Supplier Content and Supplier Marks not expressly granted to Nogrella in this Agreement are reserved by Supplier (and its Supplier s).
8.4. Nogrella Materials.
The Nogrella Content and Nogrella Platform, and all worldwide Intellectual Property Rights therein, are the exclusive property of Nogrella (and its Supplier s). Supplier may not use, copy, store, reproduce, adapt, translate, modify, distribute, publicly display, publicly perform, transmit, or otherwise exploit any Nogrella Content, or any Nogrella trademark, logo, or slogan during or after the term of this Agreement, without Nogrella’s prior written consent.
8.5. Restrictions.
Supplier agrees not to directly or indirectly (i) use any robot, spider, crawler, scraper or other automated means or process to access, collect data or other content from, or otherwise interact with the Nogrella Platform for any purpose; (ii) avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented to protect the Nogrella Platform; (iii) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Nogrella Platform; or (iv) take any action that damages or adversely affects, or could damage or adversely affect, the performance or proper functioning of the Nogrella Platform.
9.1. Mutual.
Each Party represents and warrants that: (i) the person executing this Agreement on its behalf is authorized to bind it to this Agreement; and (ii) this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms.
9.2. By Supplier .
Supplier represents and warrants that (i) it is the owner of the Supplier Content, or otherwise has the right to provide the Supplier Content to Nogrella under this Agreement; (ii) the Supplier Content does not violate any Applicable Law or the Intellectual Property Rights or privacy rights of any third party; (iii) all information with regard to any Product Offer is and shall remain to be true, accurate, and not misleading; (iv) all Services shall be rendered in compliance with, and Supplier shall operate its business in compliance with, Applicable Law and industry-standard safety standards; (v) Supplier has and will maintain during the term of this Agreement (and thereafter until all Bookings have been fulfilled) all registrations, licenses, permits, approvals, and authorizations required by Applicable Law relating to Supplier ’s business and the provision of Services; and (vi) any Supplier personnel providing Services possess sufficient skills, training, qualifications, experience, licenses, and permits to perform those Services in a professional manner consistent with Applicable Law and industry best practices.
9.3. Disclaimers.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE ACTIVITIES AND SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. The Nogrella Platform and Nogrella Content are provided “as is,” without warranty of any kind, either express or implied. Nogrella does not warrant that (i) the Nogrella Platform will meet all of Supplier ’s requirements or that performance of the Nogrella Platform will be uninterrupted, virus-free, secure, or error-free, or (ii) the Nogrella Content will be complete, accurate, or free from technical defects or changes by unauthorized third parties. Nogrella is not responsible for the accuracy or completeness of Customer-related data. Nogrella does not guarantee that Supplier will sell a minimum amount of Services through the Nogrella Platform. Nogrella reserves the right to change, supplement or remove the contents of the Nogrella Platform, as well as its structure and function, at any time without notice at its own discretion.
The Indemnifying Party shall defend, indemnify, and hold the Indemnified Party harmless from and against any and all liabilities, damages, fines, penalties, settlements, losses, and expenses, of whatever kind (including legal and accounting fees, court costs, and taxes) incurred or suffered in connection with a Covered Claim. The Indemnifying Party shall assume the defense of such claim at its own expense, as soon as such claim is tendered, using counsel reasonably satisfactory to the Indemnified Party, and shall pay all costs associated with the defense, including attorneys’ fees. The Indemnifying Party shall have full control over such defense, including any settlement discussions or agreement. Notwithstanding the foregoing, the Indemnified Party (i) may participate in or assume and conduct the defense of, and any settlement discussions (in or outside of a court proceeding) relating to, such claim, and (ii) shall have the right to conclude and approve any settlement agreement purporting to bind the Indemnified and the Indemnifying Party, provided however that such approval shall not be unreasonably withheld.
During the term of this Agreement (and thereafter until all Remnant Bookings have been fulfilled), Supplier shall maintain a comprehensive general liability insurance covering risks related to Supplier ’s business and the Services. The policy will be written on an occurrence form for an appropriate value in light of the nature of the Services, Supplier ’s location, and industry standards. The policy must extend to indemnification claims tendered by the NOGRELLA Parties. If one or more automobiles is used in the performance of Services, Supplier shall maintain automobile liability insurance (i) with limits of not less than US$1 million (or an equivalent amount in Supplier ’s local currency) combined single limit per accident if the Services are provided in the United States, Canada, or Australia, or (ii) if the Services are provided in another country, at limits and scope of coverage no less than the compulsory requirements for the country where the Services are provided. On Nogrella’s request, Supplier will add the NOGRELLA Parties as additional insureds to such insurance policies. Supplier must provide via the Supplier dashboard (i) detailed information about the insurance provider and the insurance expiration date, and (ii) update the insurance information whenever Supplier changes its insurance or the prior certificate expires. Supplier must inform Nogrella regarding any change in the required insurance policies, including non-renewal thereof. Upon request, Supplier shall provide Nogrella a copy of the applicable insurance policy and proof of payment of the relevant premiums.
Nogrella shall be liable to Supplier solely for (i) any damage to Supplier due to Nogrella’s willful or grossly negligent act, (ii) any damage to Supplier ‘s life, body, or health due to Nogrella’s simple negligence, and (iii) any damages to Supplier due to Nogrella’s breach of its material obligation under the Agreement. In case of Nogrella’s breach of its material obligation due to simple negligence, Nogrella’s liability shall be limited to foreseeable damages typical for the type of contract. For purposes of this section, the term “material obligation” is any obligation whose fulfilment is essential for Nogrella’s proper performance of this Agreement and on whose compliance Supplier may regularly rely. Any further liability for damages is excluded. Without limiting the foregoing, Nogrella shall not be liable for damages which occur due to interruptions or restrictions of the operation of the Nogrella Platform due to necessary maintenance work, force majeure, or other events for which Nogrella is not responsible. Nogrella shall be liable for loss of data only up to the amount of typical recovery costs which would have arisen if proper and regular data backup measures had been taken. In no event shall Nogrella be liable to Supplier for any acts or omissions of any Distribution Supplier. Supplier ’s sole and exclusive remedies with regard to the acts or omissions of any Distribution Supplier is to terminate this Agreement in accordance with Section 14.2.
13.1. Data Protection.
With regard to Customer Personal Data, both Nogrella and Supplier act separately as data controllers. Customer Personal Data collected by Nogrella may only be transferred to Supplier to the extent necessary for the performance of the Services and in compliance with data protection transfer mechanism. Supplier shall comply with all applicable Data Protection Laws when processing (including accessing, collecting, storing, transmitting, and transferring) Customer Personal Data. Supplier shall maintain adequate security procedures and controls to prevent the unintended disclosure of, the unauthorized access to, or misappropriation of, any Customer Personal Data. Upon Nogrella’s request, Supplier will provide evidence that Supplier has established and maintains technical and organizational security measures governing the processing of Customer Personal Data in accordance with this section.
13.2 Payment Processing.
Supplier authorizes the Payment Service Provider, and any other third party authorized by Nogrella, to process data required to transfer funds to and from Supplier accounts, or as otherwise required to operate the Nogrella Platform.
13.3. Development.
Nogrella may transfer data relating to Supplier to Distribution Suppliers and third parties as necessary to further develop the Nogrella Platform (including its interfaces to third party products and services) and to promote the Services. For example, Nogrella may transfer the necessary data to (i) promote the Services via a third party’s web mapping service, listing service, search engine service, or digital assistant, or (ii) develop and implement relevant interfaces between the Nogrella Platform and such products and services.
14.1. Term.
This Agreement shall remain in effect until terminated in accordance with its terms. Neither Party shall be liable to the other for any damages resulting solely from termination as permitted herein.
14.2. Termination for Convenience.
Either Party may terminate this Agreement at any time for convenience effective upon 30 days notice. A termination can be done automatically by using the appropriate function in the Supplier Account. Remaining confirmed bookings shall be executed as planned or otherwise treated according to Section 14.5.
14.3. Termination for Cause.
Either Party may terminate this Agreement by written notice to the other if the other Party breaches or is in default of any obligation hereunder which breach or default is incapable of cure or which, being capable of cure, has not been cured within fifteen (15) days after receipt of notice of such breach or default (or such additional cure period as the non-defaulting Party may authorize in writing).
14.4. Other Remedies.
In addition to the remedies stated above, if Nogrella reasonably believes that Supplier is in breach of this Agreement, or that Customers or other Supplier s are at risk from Supplier ’s actions, Nogrella may take one or more of the following actions: (i) issue a warning to Supplier ; (ii) remove Product Offers or other Supplier Content from the Nogrella Platform; (iii) temporally restrict Supplier ’s use of the Nogrella Platform; (iv) cancel some or all Bookings and give any affected Customers a prepayment collected Refund, regardless of the normal cancellation policies; (v) stop accepting Bookings, and (vi) withhold payout of Supplier ‘s Completed Bookings. In addition, if Nogrella determines that the Services are associated with an excessive number of Chargebacks or fraudulent transactions, Nogrella may temporarily remove the associated Product Offers.
14.5. Effect of Termination.
The terms of this Agreement, except Sections 2.2, 3.6, 6.1 14.2, and 14.3, shall remain in effect until all Remnant Bookings are resolved (i.e. all Remnant Bookings have either become Completed Bookings or have been cancelled), provided however that Nogrella shall make no new Bookings after the termination date of this Agreement. At Nogrella’s option, it may cancel some or all Remnant Bookings and offer affected Customers either a prepayment collected Refund or alternative services. Any Remnant Booking that is not cancelled will be performed as scheduled. Sections 8.1 and 8.2 will survive termination of this Agreement for 90 days with respect to materials provided to Distribution Suppliers or marketing suppliers. Once all Remnant Bookings are resolved, Nogrella will remove all Supplier Content and Supplier Marks from the Nogrella site, and Sections 4.4, 8.1 (solely with regard to marketing materials created prior to the termination of the Agreement), 8.3, 8.4, 9.3, 10, 12, 13, 14.5, 17.2, 17.7-17.9, and Exhibit A shall continue to survive termination of this Agreement.
Notwithstanding anything to the contrary herein, certain Distribution Suppliers included in the Nogrella Platform may operate as Travel Agencies. For sales made via Travel Agencies, (i) the Customer purchases Services from the Travel Agency, (ii) the purchase may be governed by the Travel Agency’s terms and conditions, (iii) the Travel Agent may collect payment from the Customer (in which case the Travel Agent will act as a payment collection agent for Supplier , and the first three sentences of Section 3.5 and the third sentence of Section 3.7 shall apply to the Travel Agent instead of Nogrella), (iv) the Travel Agent may, in lieu of Nogrella, provide customer service to Customers, including giving partial or prepayment collected refunds or providing alternative services, (v) the Retail Price shall be the amount collected by Nogrella from the Travel Agency, and (vi) the phrases “charged to Customers” and “collected from Customers” in Section 4 shall be deemed to mean “charged to Travel Agents” and “collected from Travel Agencies,” respectively.
16.1. Connectivity Suppliers.
If Supplier chooses to work with a Connectivity Supplier to connect to Nogrella’s systems, this section shall apply. Supplier agrees that Nogrella may send Supplier ’s Confidential Information and information about Bookings to the Connectivity Supplier. Supplier will (i) obtain for Nogrella the right to use the Connectivity Supplier’s API as required for this Agreement; (ii) require the Connectivity Supplier to provide Supplier and Nogrella all technical support necessary to ensure the error-free operation of the API; (iii) ensure that the Connectivity Supplier will not charge Nogrella any fees; (iv) require the Connectivity Supplier to execute a confidentiality agreement with Supplier that extends to Nogrella’s Confidential Information, and is at least as protective of Nogrella’s Confidential Information as the provisions of this Agreement; (v) ensure that the Connectivity Supplier does not use any of Nogrella’s Confidential Information or any information transmitted between Nogrella and Supplier via the API, (a) for any competitive purpose, (b) to perform data analytics, or (c) for any purpose other than to enable Nogrella to provide the services described in this Agreement; (vi) ensure that the Connectivity Supplier maintains all safeguards required by best practices against the destruction, loss, alteration, unauthorized access, or disclosure of any information passed between Nogrella and Supplier via the API; and (vii) enter into an industry standard data processing agreement with the Connectivity Supplier, if required. Supplier agrees that Nogrella will not be responsible for any losses or damages arising from or in connection with any failure of connectivity or the acts or omissions of the Connectivity Supplier. In case Supplier chooses to grant access to a Connectivity Supplier to manage their Supplier Content, the Supplier ‘s obligations shall also apply to the Connectivity Supplier.
16.2. Supplier API.
If Supplier chooses to connect to Nogrella’s systems via Supplier ’s own API, this section shall apply. Supplier (i) hereby grants Nogrella the right to use the Supplier ’s API as required for this Agreement; (ii) will provide Nogrella all technical support necessary for the error-free operation of Supplier ’s API; and (iii) will maintain all safeguards required by best practices against the destruction, loss, alteration, unauthorized access or disclosure of any information passed through its API.
17.1. Non-Exclusive Relationship.
The relationship between Supplier and Nogrella is non-exclusive. Supplier may sell services through other marketplaces (including competitors of Nogrella), and Nogrella may promote and offer services substantially similar to or competitive with Services.
17.2. Governing Law.
This Agreement shall be governed by and construed in accordance with the provisions of United Kingdom 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 London provided that the Supplier is a merchant or legal person under public law or has no place of business or domicile in United Kingdom.
17.3. Amendments.
Nogrella may deliver proposed amendments to this Agreement to Supplier by any reasonable means (including via email, via the Communication Tools, or via a notice on the Supplier dashboard) at least four weeks prior to the proposed Amendment Effective Date. Supplier may reject a proposed amendment by sending a notice of rejection to Nogrella, in the manner specified, before the proposed Amendment Effective Date. If Supplier does not send such a notice of rejection to Nogrella before the proposed Amendment Effective Date, Supplier shall be deemed to have agreed to the proposed amendment. Except as set forth in this section, all amendments or modifications to this Agreement must (i) be in writing, (ii) refer to this Agreement, and (iii) be executed by an authorized representative of each Party.
17.4. Assignment.
Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, (i) either Party may assign this Agreement in its entirety, without consent of the other Party, (a) to an affiliate of that Party, or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party, and (ii) Nogrella may delegate or assign any right or remedy under this Agreement to a NOGRELLA Party. Any attempt by a Party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their successors and permitted assigns.
17.5. Notices.
Any notice under this Agreement will be in writing and delivered by personal delivery, overnight courier, confirmed facsimile, confirmed email, or certified or registered mail. In addition, Nogrella may send notices to Supplier using the Communication Tools. Notices will be sent to a Party at its address set forth in this Agreement or such other address as that Party may specify in writing pursuant to this section.
17.6. Force Majeure.
If either Party is prevented from performing any of its duties or obligations hereunder in a timely manner by a Force Majeure Situation, the afflicted Party, upon giving prompt notice to the other Party, shall be excused from such performance (i) to the extent that the afflicted Party is prevented from performing such duties or obligations, (ii) for the duration of the disruption caused by the Force Majeure Situation. If a Force Majeure Situation detrimentally affects a Party’s performance for fourteen days or longer, the other Party may terminate this Agreement.
17.7. Interpretation.
In this Agreement, (i) “including” means “including but not limited to,” and (ii) general words shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Captions and section headings used in this Agreement are for convenience only and are not a part of this Agreement and shall not be used in construing it. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The Parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. Each Party has participated equally in the preparation and negotiation of this Agreement, and waives to the fullest extent permitted by law any rule of interpretation or construction requiring that this Agreement be interpreted or construed against the drafting Party.
17.8. Confidentiality.
Each Party agrees that it will not use or disclose to any third party any Confidential Information disclosed to it by the other except (i) as permitted in this Agreement, or (ii) as required by a court or other governmental authority. Nogrella may disclose Confidential Information to the NOGRELLA Parties. Each Party will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.
17.9. Miscellaneous.
The Parties are independent contractors, and no suppliership, franchise, joint venture, or employment relationship is intended or created by this Agreement. Nogrella and any subagents disclaim, and Supplier waives, any duty arising from the creation of an agency relationship (including any duty of loyalty or care), to the maximum extent permitted by Applicable Law. Except as otherwise expressly provided herein, all remedies provided for herein are cumulative, in addition to and not in lieu of any other remedies available to either Party at law, in equity or otherwise. The NOGRELLA Parties are expressly named as third party beneficiaries to this Agreement, and each of the NOGRELLA Parties has the right to enforce this Agreement against Supplier as this Agreement pertains to its respective rights as a third party beneficiary, including the service levels specified in Section 5.4. Except as provided in this section, all rights and obligations of the parties hereunder are personal to them and this Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. This Agreement sets forth the entire understanding and agreement of the Parties, and supersedes (i) any and all oral or written agreements or understandings between the Parties, as to the subject matter of the Agreement, and (ii) any terms and conditions governing the use of Supplier ’s or a Connectivity Supplier’s API. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
| Amendment Effective Date | means the date a proposed amendment will enter into force. |
| Applicable Law | means any (i) applicable local, state, provincial, national, or other law or regulation, and (ii) Relevant Requirements. |
| Applicable Taxes | means any and all sales, use, excise, value added (VAT), consumption, or other tax, duty, imposition, levy, fee or charge, however designated, imposed or collected by any governmental entity, whether currently in effect or adopted or implemented thereafter, but excluding any income-based tax applicable to Nogrella. |
| Booking | means a purchase of Services by a Customer via the Nogrella Platform. |
| Business Day | means Monday through Friday of each week, except for holidays observed in London, UK. |
| Chargeback | means a credit card chargeback or any other reversal of a transfer of funds. |
| Closed User Group | means a group of consumers that share one or more characteristics for purposes of promotions and marketing, as determined by Nogrella. |
| Commission | means the portion of the Retail Price of Services retained by Nogrella for (i) use of the Nogrella Platform, (ii) marketing performed by Nogrella, (iii) customer service performed by Nogrella, (iv) Nogrella’s brokering of transactions between Supplier and Customers, and (v) other services performed hereunder by Nogrella. |
| Communication Tools | means the tools provided on the Nogrella Platform to enable communication (i) between Supplier and a Customer or (ii) between Nogrella and Supplier . |
| Completed Booking | means a Booking which has resulted in the actual provision of Services by the Supplier to the Customer. |
| Confidential Information | means information about the disclosing Party’s business, products, technologies, strategies, customers, finances, operations or activities, including all business, financial, technical and other information disclosed by the disclosing Party. Confidential Information will not include information that the receiving Party can establish (i) is in or enters the public domain without breach of this Agreement, (ii) the receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation or (iii) the receiving Party knew prior to receiving such information from the disclosing Party. |
| Connectivity Supplier | means a third party who operates a service to connect Supplier ’s systems to the Nogrella Platform, to facilitate the acceptance and management of Bookings. |
| Content Modifications | means all adaptations, translations, or other modifications that Nogrella makes (or has made by third parties) to the Supplier Content. |
| Covered Claim | means (i) when Nogrella is the Indemnifying Party, any third-party claim, suit, demand, action, audit, or investigation brought against Supplier arising out of or related to the Nogrella Content, including any allegation that the Nogrella Content infringes any third party rights, and (ii) when Supplier is the Indemnifying Party, any third-party claim, suit, demand, action, audit, or investigation brought against a NOGRELLA Party arising out of or related to (a) Supplier ’s breach of this Agreement or improper use of the Nogrella Platform, (b) Supplier ’s interaction with any Customer, (c) the Services or any injury, death, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind occurring or arising in connection therewith, (d) a Customer’s passenger rights, travel law rights, package travel directive rights, or similar rights or remedies, (e) Supplier ’s violation of Applicable Laws or third party rights, (f) the Supplier Content or Supplier Marks, including any allegation that the use of the Supplier Content or Supplier Marks by the NOGRELLA Parties as permitted by this Agreement infringes any third party rights, or (g) any failure to collect or remit, or any erroneous collection or remission of, any sales, value-added, or other taxes. |
| Customer | means an end-user of the Nogrella Platform. |
| Customer Personal Data | means the name, mailing address, telephone number, e-mail address, credit card information, IP address, order and order processing information, and any other non-public, identifying information about Customers available to Supplier as a result of Supplier ’s relationship with Nogrella or any purchase of Services by Customers. |
| Data Protection Laws | means any applicable law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction (as amended, consolidated or re-enacted from time to time) that relates to the protection of individuals with regards to the processing of personal data, including GDPR and all laws promulgated thereunder. |
| Dispute | means any and all disagreements, controversies, or claims of any sort between the Parties arising out of, or in any way relating to, this Agreement, any of the Parties’ respective rights and obligations arising out of this Agreement, or the making, performance, breach, interpretation, or termination of this Agreement, including any claims based in tort. |
| Distribution Supplier | means a third party with whom Nogrella has a contract for the distribution and sale of tours or activities. |
| First Half | means the 1st through the 15th of a month. |
| Force Majeure Situation | means circumstances beyond a person or entity’s reasonable control, including earthquakes, floods, fires, other natural catastrophes, acts of war (whether declared or not), acts of terrorism, riots, civil disturbances, pandemics, epidemics, government actions, nuclear or chemical contamination, electrical or internet outages, failures of public infrastructure, and strikes. |
| Free Cancellation Period | means the period starting when a Booking is made, and ending 24 hours before a Service is scheduled to begin. |
| Full Refund
Prepayment collected Refund |
means, with regard to a Booking, that (i) Nogrella will refund to the Customer the full amount paid for the Booking; (ii) Supplier will receive no payment for the Booking; and (iii) Nogrella will receive no Commission for the Booking.
means, with regard to a Booking, that (i) Nogrella will refund to the Customer prepayment collected amount paid for the Booking; (ii) Supplier will receive no payment for the Booking; and (iii) Nogrella will receive no Commission for the Booking.
|
|
GDPR
|
means General Data Protection Regulation (EU) 2016/679. |
| Nogrella Content | means all content on the Nogrella Platform, including customer reviews and Content Modifications, but excluding the Supplier Content. |
| NOGRELLA Operations | means Emaglobe Limited. |
| Nogrella Platform | means the internet booking platform operated by Nogrella accessible via www.nogrella.com, related websites, affiliate websites, Distribution Supplier websites, apps, Distribution Supplier apps, tools, Distribution Supplier tools, platforms, Distribution Supplier platforms, devices, or other facilities. |
| NOGRELLA Parties | means Nogrella and the Affiliates, Distribution Suppliers, advertising platforms, and their respective officers, directors, employees and agents. |
| Indemnified Party | means an entity (either Supplier or a NOGRELLA Party), who seeks indemnification pursuant to Section 10 of the Agreement. |
| Indemnifying Party | means the Party requested to provide indemnification pursuant to Section 10 of the Agreement. |
| Intellectual Property Rights | means all copyright, trade secret, trademark, database, or moral rights recognized by the laws of any jurisdiction or country. |
| Login Credentials | means the user IDs, passwords, and any other information used to access the Supplier Account. |
| No Show | means a Customer who fails to appear for booked Services through no fault of Supplier . |
| Party | means either Supplier or Nogrella, as appropriate; “Parties” means both Supplier and Nogrella. |
| Payment Service Provider | means a payment service provider appointed by Nogrella. |
| Platform Rules | means the rules located at Supplier .Nogrella.com/terms-conditions#platform-rules, as updated from time to time. |
| Product Offer | means an offer on the Nogrella Platform stating that Supplier will make a specific Service available at a specified Retail Price. |
| Prohibited Content | means content that (i) contains a virus, worm, or other harmful code, (ii) violates any Applicable Law, (iii) infringes the rights of any third party, including privacy rights, (iv) is pornographic, obscene, insulting, objectionable or otherwise inappropriate, or (v) or is defamatory or libelous. |
| Relevant Requirements | means any anti-slavery, anti-human trafficking, anti-corruption, or anti-bribery law, or any trade or financial sanctions, administered, enacted, or enforced by (a) the United States of America, (b) the United Nations Security Council, (c) the European Union or any of its member states, or (d) any country within the United Kingdom. |
| Remnant Booking | means a Booking made prior to the termination date of this Agreement, but scheduled to be completed after the termination date of this Agreement. |
| Retail Price | means the retail price (including any Applicable Taxes and fees) at which Services will be sold to Customers and Travel Agents through the Nogrella Platform. |
| Second Half | means the 16th through the end of a month. |
| Services | means the Supplier ’s tours or activities offered by Supplier through the Nogrella Platform. If Supplier operates an attraction, the term “Services” includes the operation of the attraction and making the attraction available to Customers. |
| Statement | has the meaning given in Section 4.5 of the Terms. |
| Sub-Commercial Agent | means an entity appointed by Nogrella to act as agent of Nogrella in its role as commercial agent to the Supplier |
| Supplier | means a person acting in their professional capacity aiming to make a long term profit or entity entering into this Agreement with Nogrella. |
| Supplier Account | means Supplier ’s account with Nogrella. |
| Supplier dashboard | means the online tool that allows Supplier s to access the Nogrella Platform and to manage Supplier Content. |
| Supplier Content | means any content provided by Supplier to Nogrella, via the Supplier dashboard or otherwise, including Product Offers, photographs, videos, and postings. |
| Supplier Marks | means the trademark and tradenames used by Supplier in connection with the Services. |
| Supplier -Customer Contract | means the contract which governs the relationship between Supplier and a Customer who purchases Services from Supplier via the Nogrella Platform, the contract may be updated by Nogrella from time to time. The Supplier -Customer Contract is incorporated into the General Terms and Conditions on the following https://www.nogrella.com/legal-notices/#1680520651214-354c85cc-7ede. Supplier and Customer are the sole parties to the Supplier -Customer Contract; Nogrella is not a party thereto. |
| Supplier ’s Payment Account | means Supplier ’s bank account into which Nogrella may transfer payments. |
| Travel Agency | means a Distribution Supplier who resells tours and activities to a Customer rather than facilitating a sale directly from a Supplier to a Customer. |
| US Customer | means a Customer residing in the United States or any Customer that uses a credit or debit card issued in the United States for payment of the transaction. |
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The information stored in these cookies may also be used by the third-party ad providers to show you ads on other websites on the browser as well.
Functional: These are the cookies that help certain non-essential functionalities on our website. These functionalities include embedding content like videos or sharing content of the website on social media platforms.
Preferences: These cookies help us store your settings and browsing preferences like language preferences so that you have a better and efficient experience on future visits to the website.
The below list details the cookies used in our website.
| COOKIE | DESCRIPTION |
|---|---|
| cookielawinfo-checkbox-analytics | This cookie is set by GDPR Cookie Consent plugin. The cookie is used to store the user consent for the cookies in the category “Analytics”. |
| cookielawinfo-checkbox-functional | The cookie is set by GDPR cookie consent to record the user consent for the cookies in the category “Functional”. |
| cookielawinfo-checkbox-necessary | This cookie is set by GDPR Cookie Consent plugin. The cookies is used to store the user consent for the cookies in the category “Necessary”. |
| cookielawinfo-checkbox-others | This cookie is set by GDPR Cookie Consent plugin. The cookie is used to store the user consent for the cookies in the category “Other. |
| cookielawinfo-checkbox-performance | This cookie is set by GDPR Cookie Consent plugin. The cookie is used to store the user consent for the cookies in the category “Performance”. |
| viewed_cookie_policy | The cookie is set by the GDPR Cookie Consent plugin and is used to store whether or not user has consented to the use of cookies. It does not store any personal data. |
Should you decide to change your preferences later through your browsing session, you can click on the “Manage consent” tab on your screen. This will display the consent notice again enabling you to change your preferences or withdraw your consent entirely.
In addition to this, different browsers provide different methods to block and delete cookies used by websites. You can change the settings of your browser to block/delete the cookies. To find out more about how to manage and delete cookies, visit wikipedia.org, www.allaboutcookies.org.
-nogrella.com has determined certain rules in addition to those listed in the Terms of Service Agreement, Distant Sales Agreement and Money Transfer Agreement, in order to protect the rights of guests and ensure customer satisfaction. As a service owner, if you violate these rules, penalties will apply in proportion to the customer dissatisfaction caused by the violation.
-As a service owner, you are required to fulfill your obligations related to a booking that you have accepted in accordance with the specified conditions. If you cancel a booking you have accepted except for force majeure reasons, your account will be suspended for 6 months. During this time, you are expected to fulfill other bookings that have already been accepted.
-The service owner and workers are expected to communicate with the guests professionally. If a crime is committed by the worker, you, as a service owner, will be removed from the nogrella.com system indefinitely.
-In the event that the service owner or the worker behaves inadequately or unprofessionally towards the guests; makes physical contact in an uncomfortable way; engages in racist, threatening, discriminatory speech or behaviour; does not comply with moral and social rules, as a result of the evaluation, nogrella.com account will be suspended for a period not less than 12 months.
-As a service owner, if you try to bypass the nogrella.com booking process, share your contact information with the guest or direct the guest to a different platform or channel, your nogrella.com account will be suspended for 12 months.
-If a guest creates a request for your listing and you, as a service owner, confirm this booking request, you can no longer increase the booking fee and other price components. If you try to increase the price regarding a booking request that you have accepted, the calendar of your relevant listing will be closed for 6 months.
-If you take actions that will endanger the safety of the guests, as a result of the investigation, your nogrella.com account will be suspended for a period of not less than 6 months.
-If, as a service owner, you change or cancel your service details you have agreed upon with your guest without any justification, the calendar of your relevant listing will be closed for 3 month.
-If there are more people than specified in the personnel category, the calendar of your relevant listing will be closed for 3 months.
-If, as a service owner, you try to provide service with a technical equipment other than the one specified in the listing and if your guest does not accept this change, your account will be suspended by nogrella.com for 12 months.
-Except for force majeure reasons, if you serve to the guest more than 4 hours later than the check-in time, the calendar of your relevant listing will be closed for not less than 1 month. If you do not deliver the boat to your guest except for force majeure reasons, your nogrella.com account will be suspended indefinitely.
-As a service owner, you will be responsible for the accuracy and completeness of the information regarding your listing on nogrella.com. If your guests encounter any problems due to incorrect and incomplete information, your listing will be suspended for no less than 3 months.
-If the information regarding the basic service detail is incorrect, your listing will be suspended for 12 months.
-If you cancel a booking in a calendar year without showing a valid reason, your nogrella.com account will be suspended for 6 months.
-If you cancel an option you have offered without a valid reason, your nogrella.com account will be suspended for 1 month.
-If the guest’s contact requests are not answered for more than 24 hours without a valid reason after the booking is made, the calendar of your relevant listing will be closed for 1 month.
-In case your guest is exposed to unhygienic conditions, your listing will be suspended for no less than 12 months, but in any case until the problem is resolved.
-Once the guest’s booking process is over, if you contact the guests regarding the service rating and evaluation received from the guest, your nogrella.com account will be suspended for no less than 3 months and upto 12 months.
