GENERAL CONDITIONS OF CONTRACT FOR SERVICES

 

1.     Applicability of these General Conditions

1.1 Except as otherwise expressly agreed in writing by Amazing Italy S.r.l. s.u. (“Amazing Italy“), these general conditions of contract for services (the “General Conditions“) shall apply to all contracts for the provision by Amazing Italy, travel agency and tour operator with tour operator license no. 58857/2013, to clients outside of Italy (the “Client/s“), of tour, excursion, event and/or experience organization and management/supervision services, as better described on Amazing Italy’s website www.amazing-italy.com (the “Services“). These General Conditions constitute an integral part of all contracts for Services entered into by Amazing Italy.

1.2 By signing the final version of a written offer for Services issued by Amazing Italy in accordance with the provisions of art. 2.2 below (the “Offer/s“), the Client also accepts these General Conditions. Different contractual conditions, contained in the Client’s general or special conditions of purchase or engagement, or in any other document or writing originating from the Client, shall be binding on Amazing Italy only if expressly accepted by Amazing Italy in writing.

1.3 If one or more provisions of these General Conditions is deemed invalid or inapplicable, the validity and/or applicability of the remaining provisions of these General Conditions shall not be affected; any provision deemed invalid or inapplicable shall be replaced by new provisions which are valid and applicable and have, to the extent possible, contents equivalent to those of the provisions deemed invalid or inapplicable.

2.     Offer – Contract Formation

2.1 Except as otherwise agreed by Amazing Italy in writing, upon the Client’s signature of the Offer for acceptance thereof, and the formation of the relating contract for Services pursuant to these General Conditions, Amazing Italy agrees to provide to the Client the Services indicated in the Offer, directly and/or by availing itself of third party suppliers and/or third party tour and/or service providers.

2.2 The Offer issued by Amazing Italy to the Client shall include, inter alia, (i) a detailed description of the Services including the date/s of any tour excursion, event and/or experience included in the Services, (ii) the cancellation policy, including any deadline/s for cancellation of Services and the relevant penalties due in case of late cancellation, (iii) the deadline/s for payment of the price of the Services and the manner of said payment, including any non-refundable deposit and (iv) any deadline/s by which the Client must provide Amazing Italy, in writing, with specific information required by Amazing Italy in order to provide the Services (e.g., the actual number of participants in any tour, excursion, event and/or experience included in the Services (the “Participant/s“), Participants’ food allergies and special dietary requirements, Participants’ arrival and departure flight information, etc.).

2.3 All information, photographs and illustrations concerning the Services, contained in documents supplied by Amazing Italy and attached to Amazing Italy’s offers and/or contained in Amazing Italy’s catalogues, newsletters, advertisements, website or other explanatory documents, are for reference purposes only and are non-binding, except as otherwise expressly indicated in Amazing Italy’s Offer.

2.4 Before issuing an Offer, Amazing Italy may provide the Client with one or more preliminary offers, with a view to giving the Client a general idea of the budget for the requested Services, before Amazing Italy has actually entered into agreements with the third party suppliers and/or third party tour and/or service providers it must engage in order to provide the Services. Said preliminary offers are for reference and discussion purposes only, are not binding on Amazing Italy and will in no event give rise to a legally enforceable contract between Amazing Italy and the Client.

2.5 All Offers shall be deemed to have been issued on the basis of these General Conditions. Said Offers shall remain in force only for the period of time indicated therein and, when that period has elapsed, if the Offer has not been expressly accepted by the Client in accordance with the provisions of art. 2.6 below, the Offer shall expire without any need for revocation thereof.

2.6 The contract for Services shall be deemed to have been entered into upon the Client’s express acceptance of the Offer. Therefore, the Client shall inform Amazing Italy of the Client’s acceptance of the Offer and of these General Conditions by sending Amazing Italy a copy of the Offer signed by the Client for acceptance, prior to the expiration of the Offer.

2.7 In the event of conflict or inconsistency between the provisions of these General Conditions and the terms and conditions in the Offer, the latter shall prevail.

3.     Provision of Services – Special Requests and Needs

3.1 In providing the Services to the Client, Amazing Italy shall act as an independent contractor. No contract for Services entered into pursuant to these General Conditions shall give rise to an employment relationship between Amazing Italy and the Client or to any obligations inherent in an employment relationship. Amazing Italy shall serve as liaison between the Client and the personnel of any suppliers and/or tour and/or service providers engaged by Amazing Italy in connection with the Services.

3.2 Amazing Italy shall perform the Services at the times and in the manner indicated in the Offer and, in any event, shall ensure that the Services are performed in a timely manner, provided that the Client cooperates fully in accordance with its own contractual obligations.

3.3 Any changes and/or additions to the Services must be agreed upon in advance by Amazing Italy and the Client in writing, based on agreements providing for the manner and timing of performance of the Services, as well as the method of calculating the consideration therefor and the relating payment terms.

3.4 The Client shall inform Amazing Italy of any special requests and/or special needs of Participants at the time the Client first requests an offer of Services from Amazing Italy and, in any case, no later than the relevant deadline, if any, indicated in the Offer. Amazing Italy will exercise commercially reasonable efforts to accommodate such special requests and/or needs but does not guarantee that they will be fulfilled. If Amazing Italy is unable to meet a Participant’s special request and/or need, Amazing Italy’s only obligation will be to inform the Client prior to the commencement of the relevant tour, excursion, event or experience.

3.5 Where Amazing Italy acts as booking intermediary between the Client and/or the Participant/s, on the one hand, and hotels and/or other third party suppliers of goods or services on the other hand, the Client acknowledges, and agrees to inform all Participants, that (i) the relevant supplier’s standard conditions of contract will apply to the contract between the supplier and the Client and/or the Participant/s and (ii) Amazing Italy shall not be liable for any damages or losses arising from the actions or omissions of the supplier in question. Upon the Client’s written request, Amazing Italy shall provide the Client with copies of the standard conditions of contract of the relevant supplier/s.

4.     Prices

4.1 The prices for the Services shall be those set forth in the Offer. Except as otherwise indicated in the Offer or agreed by Amazing Italy in writing, the prices of the Services (i) are expressed in Euro, (ii) include local taxes, value added tax (“VAT”) and Amazing Italy’s agency fee in connection with the Services and (iii) are subject to adjustment by Amazing Italy at any time, due to increase in VAT, raw material and/or transportation costs.

4.2 Where the Offer indicates a minimum number of Participants for a given tour, excursion, event or experience, if the actual number of Participants attending the tour, excursion, event or experience in question is less than the minimum number, the Client will be required to pay the price for the minimum number of Participants.

4.3 If the Offer indicates a deadline for canceling a certain number of Participants in a given tour, excursion, event or experience, the Client will be required to pay the price for all Participants not cancelled by said deadline, regardless of the number of Participants actually attending the tour, excursion, event or experience.

5.     Payment Terms

5.1 The Client shall effect payment for the Services by the payment deadlines indicated by Amazing Italy in the Offer for said Services. Payments shall be made by wire transfer to the account of Amazing Italy indicated in the Offer, unless a different account is indicated in the relevant invoice issued by Amazing Italy; in the latter case, payments shall be made to the account indicated in said invoice. All payments shall be made in Euro.

5.2 Except as otherwise agreed by Amazing Italy in writing, if the Client requests services in addition to those indicated in the Offer, Amazing Italy shall be under no obligation to provide the additional services. Except as otherwise agreed by Amazing Italy in writing, the Client must pay for any additional services in full, upon Amazing Italy’s request and, in any case, before the last Service indicated in the Offer has been completed.

5.3 Upon (i) the Client’s failure to pay any Amazing Italy invoice or debit note by the payment deadline, or late or partial payment thereof; (ii) the occurrence of events negatively affecting the Client’s assets or economic situation or (iii) any other breach by the Client, the sums owed by the Client to Amazing Italy for the Services shall become immediately due and payable. Therefore, Amazing Italy shall be entitled, at any time and without having to give notice and/or carry out any other formality, to take immediate action to recover the sums owed to it, even if the amount of Amazing Italy’s credit is not yet determined or if the payment deadline has not yet expired. In addition, Amazing Italy shall be entitled to terminate the contract/s for Services in force between Amazing Italy and the Client, in accordance with the provisions of art. 8.1 below.

5.4 If the Client fails to pay an Amazing Italy invoice or debit note, in whole or in part, by the payment deadline, even if no formal notice of default is given, interest for late payment shall accrue on the unpaid sum, beginning from the payment deadline, at the rate contemplated by Italian Legislative Decree 231/2002 as amended and in particular, subject to any change in the law, at the rate applied by the European Central Bank to its most recent main financing operations, increased by eight (8) percentage points, and the Client shall also be liable for the bank expenses and the costs incurred in recovering the sums not timely paid; in any case, Amazing Italy shall be entitled to require payment of damages suffered by Amazing Italy in excess thereof.

5.5 The Client shall not be entitled to suspend or delay payment for the Services or to set off against the Client’s credits under any circumstances.

6.     Client’s Obligations – Indemnification

6.1 The Client shall cooperate fully with Amazing Italy, with a view to ensuring the proper and timely provision of the Services by Amazing Italy. In particular, but without limitation, the Client shall provide Amazing Italy, in a timely manner, with all information requested by Amazing Italy in connection with the provision of the Services.

6.2 The Client shall ensure that all Participants have the travel documents, including but not limited to passports and visas, required in connection with the Services.

6.3 The Client acknowledges, and agrees to inform all Participants, that the Services do not include insurance of any sort covering the Client and/or the Participants.

6.4 The Client shall hold harmless and indemnify Amazing Italy from and against any and all losses, damages, claims and expenses incurred by Amazing Italy and arising out of or relating to the Client’s acts or omissions and/or those of any Participant.

6.5 The Client shall have suitable insurance from a primary insurance company, covering general liability to third parties and, where appropriate, professional liability, wherever occurring, with appropriate limits of insurance per event and providing for waiver by the insurer of any rights of subrogation or recourse as against Amazing Italy.

7.     Termination without cause

7.1 If the Offer indicates a deadline (the “Cancellation Deadline“) for canceling the Services, and consequently terminating, without cause, the relating contract for Services entered into on the basis of these General Conditions, each of Amazing Italy and the Client shall be entitled so to cancel the Services and terminate the contract by sending the other party written notice, by (i) registered post, return receipt requested and e-mail or (ii) certified e-mail, on or before the Cancellation Deadline.

7.2 If the Client cancels the Services after the Cancellation Deadline (or in cases in which the Offer does not provide for a Cancellation Deadline), (i) the Client shall pay to Amazing Italy the penalty, if any, indicated in the relevant Offer, without prejudice to Amazing Italy’s right to recover any damages incurred by Amazing Italy in excess thereof and, if no penalty is indicated in the relevant Offer, (ii) the Client shall compensate Amazing Italy for all damages incurred by Amazing Italy exceeding the amount of any non-refundable deposits previously received by Amazing Italy in respect of the Services in question1.

8.     Termination for Breach

8.1 Without prejudice to any other remedy it may have, Amazing Italy shall be entitled to terminate, with immediate effect, each contract entered into on the basis of these General Conditions, by sending the Client notice of termination, by registered post, return receipt requested and e-mail or by certified e-mail, (i) in the event of breach by the Client of any of the Client’s obligations under these General Conditions, which breach is not cured by the Client, to Amazing Italy’s satisfaction, within 15 (fifteen) days following Amazing Italy’s written demand to cure and (ii) in the cases referred to in art. 5.3 above.

8.2 In the event of termination of a contract for Services pursuant to Article 8.1 above, (i) the Client shall pay to Amazing Italy the penalty, if any, indicated in the relevant Offer, without prejudice to Amazing Italy’s right to recover any damages incurred by Amazing Italy in excess thereof and, if no penalty is indicated in the relevant Offer, (ii) the Client shall compensate Amazing Italy for all damages incurred by Amazing Italy exceeding the amount of any non-refundable deposits previously received by Amazing Italy in respect of the Services in question.

9.     Confidentiality and Non-circumvention

9.1 Any confidential and proprietary information of Amazing Italy or of third parties and of which Amazing Italy is in possession, including, but not limited to, information concerning the third party suppliers and/or third party tour and/or service providers of which Amazing Italy avails itself if providing the Services, (the “Confidential Information“) is made available to the Client in strict confidence, solely for purposes of the contract for Services entered into on the basis of these General Conditions. The Client shall consider and treat the Confidential Information as strictly confidential and, where applicable, protected as industrial and trade secrets pursuant to arts. 98 and 99 of Legislative Decree no. 30/2005 as subsequently amended (Industrial Property Code). Therefore, the Client agrees to use Confidential Information solely to the extent strictly necessary for the performance of each contract and for the use of the relating Services.

9.2 The Client further agrees (i) not to disclose the Confidential Information to third parties, in whole or in part, (ii) to take all precautions and measures reasonably necessary to protect the confidentiality of the Confidential Information and to avoid the publication and disclosure thereof, using at least the same degree of care and diligence used in respect of its own information which it does not wish to have disclosed or made public and (iii) not to reproduce, duplicate, record or copy the Confidential Information.

9.3 Subject to the limits applicable under Italian law, the Client further agrees not to use the Confidential Information to purchase services, directly or indirectly, from the third party suppliers or the third party tour and/or service providers used by Amazing Italy, of which the Client becomes aware by virtue of the contractual relationship between the Client and Amazing Italy, and not to solicit direct contacts, enter into business relationships and, in any case, not to deal, independently and separately, even indirectly through third parties, with said third party suppliers or third party tour and/or service providers, without the prior consent and direct involvement of Amazing Italy.

10.   Intellectual Property Rights

10.1 The Client acknowledges that the “Amazing Italy” name and trademark and all trademarks, trade names or expressions used by Amazing Italy in promoting and selling and providing its Services, belong exclusively to Amazing Italy and the Client will not at any time do or permit to be done any act or thing which will in any way adversely affect Amazing Italy’s rights thereto.

10.2 Therefore, the Client shall not apply to register or register or allow third parties to apply to register or register, said company name, trademarks, trade names or expressions, used by Amazing Italy in selling and providing its Services, or terms or expressions similar to or susceptible of being confused with them.

10.3 Amazing Italy has not, to its knowledge, infringed and will not knowingly or willfully infringe any intellectual property rights of third parties. In no event shall Amazing Italy be liable for any direct or indirect loss, damage or cost of any sort incurred by the Client as a result of Amazing Italy’s infringement of any such intellectual property right.

11.   Force Majeure – Limitation of Liability

11.1 In no event shall Amazing Italy be liable to the Client for any breach which is caused by events beyond Amazing Italy’s reasonable control, such as, for example, but not limited to, strikes or other union actions, difficulties in transportation, fire, flood and other natural disasters, explosions, accidents, epidemics, wars, demonstrations, insurrections, riots and other civil commotion, seizures, embargoes, laws or regulations of any agency or authority, failure of third party suppliers or third party tour and/or service providers to perform due to events beyond their reasonable control.

11.2 Amazing Italy’s responsibilities, deriving from and relating to the contracts entered into on the basis of these General Conditions, are limited to those expressly provided for herein. Amazing Italy makes no other representations and gives no other warranties, express, implied, statutory or otherwise, regarding the Services and expressly disclaims any and all implied representations and/or warranties. Therefore, Amazing Italy shall have no additional responsibility in connection with the Services and in no event shall be liable for direct, indirect or consequential damages, loss of profits, direct or indirect losses of any sort (including injury to persons and property damage) deriving from the purchase and/or use of the Services, except in cases of Amazing Italy’s intentional wrongdoing or gross negligence. The Client acknowledges that Amazing Italy’s aggregate liability arising from and/or relating to the contracts entered into on the basis of these General Conditions (including any liability for the acts or omissions of third party suppliers and/or service providers engaged by Amazing Italy for purposes of providing the Services) shall, in all cases, be limited to the price paid by the Client for the Service/s giving rise to said liability, in addition to the proceeds, if any, of Amazing Italy’s insurance policies, paid out by the relevant insurance company/ies. For purposes of determining the maximum amount of Amazing Italy’s liability pursuant to this Article 11.2, in cases in which the price of each Service is not itemized in the Offer, Amazing Italy will provide the Client with proof of the costs incurred by Amazing Italy in connection with each Service and of the mark-up applied thereto by Amazing Italy in establishing the aggregate price for the Services; said costs, together with the relevant mark-up, shall be deemed to constitute the price of the Service in question.

12.   Assignment

The contracts entered into on the basis of these General Conditions may not be assigned, delegated or otherwise transferred by the Client, or by operation of law, in whole or in part, without Amazing Italy’s prior written consent, which consent may be granted or withheld in Amazing Italy’s sole discretion. Any attempted assignment, delegation or other transfer without such consent shall be void and shall constitute a material breach of the contract.

13.   Data Processing

The Client acknowledges that it has been informed, pursuant to and for the purposes contemplated by arts. 13 and 14 of Regulation (EU) 2016/679 (the “GDPR“), after having reviewed the notice published by Amazing Italy on its website for that purpose, that the “personal data” provided to and/or exchanged with Amazing Italy, even in the phase preceding the actual conclusion of a contract, shall be processed by Amazing Italy; it is also understood that the Client expressly consents to the processing of its “personal data,” availing itself of its rights pursuant to art. 7 of the GDPR.

14.   Applicable Law – Competent Court – Language

14.1 These General Conditions and the contracts to which Amazing Italy is a party shall be governed in all respects by Italian law.

14.2 All disputes or controversies arising from and/or relating to these General Conditions and the sale and provision of Services by Amazing Italy shall be resolved exclusively by the courts of Bologna, Italy. As a partial exception to the foregoing, Amazing Italy shall be entitled, in its discretion, to bring an action against the Client before any court having jurisdiction over the Client, in particular, but without limitation, for purposes of recovering sums owed to Amazing Italy.

14.3 These General Conditions were drafted in the English language and the English language version hereof shall be controlling in all respects and shall prevail in case of inconsistencies with any translated versions of the General Conditions.