- Introduction
Welcome to ITHAKA!
- These are the service provider Terms and Conditions that govern the use of ITHAKA and all its related sites and Services. By using ITHAKA Platform, you agree to these Terms and Conditions. If You do not agree to these Terms and Conditions, please do not access, or use the Platform.
- The following terms and conditions shall apply to all service providers in relation to the services provided by ITHAKA " Platform". These Terms and Conditions come into force once You accept Service through the Platform or through any other form of communication with ITHAKA.
- Please note that You should review and agree with our Privacy Policy [https://ithaka.world/privacy-policy] and user terms and conditions [https://ithaka.world/terms-conditions] as they are an integral part of these service provider Terms and Conditions.
- This Agreement supersedes any prior agreements or arrangements between ITHAKA and You. ITHAKA may immediately terminate this Agreement and/or any provision of Services thereunder, or generally cease offering or deny access to the Services or any portion thereof at its sole discretion, at any time for any reason, without incurring any liability towards You.
- The service provider agrees and accepts that the use of the Platform and the Services provided by ITHAKA is at the sole liability of the service provider, and further acknowledges that ITHAKA disclaim all representations and warranties of any kind, whether expressed or implied.
- Definitions
The following definitions apply to the service provider Terms and Conditions set out below. These Terms and Conditions, along with the user terms and conditions and Privacy Policy, hereby set out the whole agreement and understanding between "ITHAKA" (The First Party) and the "service provider” (the second party). whether an individual or entity that accesses Our Platform.
. . A) Agreement: Refers to this software services agreement.
. . B) Effective Date: Refers to the date of this agreement as stated at the beginning.
. . c) Electronic Platform: Refers to the [platform name] platform owned by the first party and considered an interactive interface that enables service providers to facilitate communication between themselves and users.
. . D) User: Refers to individuals or legal entities who benefit from the various services offered on the platform by service providers.
. . e) Service Providers: Refers to individuals or legal entities who offer their services on the electronic platform.
- Preamble
- Whereas the First Party engages in electronic marketing services through advanced programming via its owned electronic platform;
- And whereas the Second Party is a operating in the field of [Tourism and Travel industry] and the Second Party desires to obtain the services of the First Party as detailed in this agreement;
- Therefore, after acknowledging each party’s capacity to enter into this agreement, the First Party hereby agrees to provide the electronic platform and grant a license to use it to the Second Party in accordance with the terms and conditions of this agreement.
Clause 1: Mandatory of preamble
The foregoing preamble and all annexes attached hereto, whether now or hereafter attached, shall be deemed to be an integral part of this Agreement and shall supplement the same.
Clause 2: scope of Agreement
The First Party agrees to allow the Second Party to create an account on the First Party's electronic platform to manage and provide its services, including but not limited to, all types of tourism services, in order to facilitate transactions between service providers and users throughout the term of this Agreement. The Second Party shall pay the First Party the fees as agreed upon in Article 6 of this Agreement.
Clause 3: Obligations of the First Party
- The First Party, within the scope of its obligations, shall be committed to the following:
3.1 To provide the electronic platform to the Second Party, enabling the latter to register all data related to its services. The electronic platform must be available in both Arabic and English, with the option to change the language or add additional languages as agreed upon.
3.2 To provide invoices and reports to the Second Party, including, for example: the issuance of invoices and reports that contain a summary of services and financial details provided through the platform to its users.
3.3 In the event of any updates to the electronic platform under this Agreement, the First Party shall provide training to the Second Party on the added updates (if such updates require training).
3.4 To provide the Second Party with all necessary information and data that may be required for the Second Party to fulfill all its obligations stipulated in this Agreement.
3.5 To exert the necessary efforts and commit to accuracy and professionalism in accordance with the terms and conditions of this Agreement.
3.6 To provide technical support and respond to the inquiries of the Second Party during the official working hours of the First Party. In emergency situations, the First Party shall strive to provide technical support and respond to inquiries within 24 hours, provided that the assessment of the emergency situation is at the sole discretion of the First Party.
Clause 4: Obligations of the Second Party
- The Second Party, within the scope of its obligations, shall be committed to the following:
4.1 To correctly input its data into the electronic platform owned by the First Party, without any liability on the part of the First Party. The Second Party shall use the electronic platform solely for its business purposes and for lawful and regulated purposes only.
4.2 To refrain from misusing the electronic platform owned by the First Party or using it in any manner that could impair the functionality of the underlying systems or diminish the ability of any other user to utilize this service.
4.3 To promote the electronic platform through all available marketing means and materials, including but not limited to social media pages.
4.4 To comply with all applicable laws and regulations concerning its activities and the services provided by it as stipulated in this agreement.
4.5 To provide the required services to the users of the electronic platform with the quality and professional standards, and in the condition and manner as displayed on the electronic platform.
4.6 In the event that a user of the platform submits a complaint against the Second Party for any reason, the Second Party is obligated to compensate the user after the validity of the complaint has been confirmed by the First Party, without any liability on the part of the First Party. The compensation shall be determined fairly and in proportion to the service provided by the Second Party to the user, including but not limited to the nature of the complaint, its impact on the user experience, and any financial losses or harm resulting from the complaint.
4.7 To comply with the terms and conditions of the electronic platform as detailed therein.
4.8 To pay the financial dues to the First Party within the agreed-upon timelines as detailed in Clause 6 of this Agreement.
4.9 To enable the First Party to monitor and supervise all the activities carried out by the Second Party during the term of this Agreement.
4.10 To provide all necessary documents and licenses that enable it to fulfill all its obligations stipulated in this Agreement, without any liability on the part of the First Party. This includes, but is not limited to, the commercial register, tax card, and the necessary licenses to conduct its business activities.
Clause 5:
This Agreement shall be effective from the commencement date and shall remain in force and effect till notice for one month from any party.
Clause 6:
6.1 The First Party shall be entitled to a percentage of ("explained in each service provider account") of the total amount due from each user who benefits from the services of the Second Party through the electronic platform.
6.2 This amount does not include Value Added Tax (VAT) or any other applicable taxes.
6.3 The First Party is obligated to transfer the Second Party's dues after the user completes the service from the service provider by maximum ten (10) business days.
6.4 In the event that the transfer of the Second Party's dues is delayed for more than ten (10) business days, the First Party shall be liable to pay a penalty of ten percent (10%) of the percentage mentioned in Clause 6.1 of this agreement.
6.5 The Second Party acknowledges and agrees that it is fully responsible for all its taxes and fees imposed by any governmental authority for any reason, and undertakes to indemnify the First Party against any such claims.
6.6 The First Party is obligated to collect the financial dues from the users and transfer them to the Second Party after deducting the agreed-upon percentage for its services, within ten (10) business days from the date the Second Party completes the service for the platform user.
6.7 The First Party shall transfer the due amounts on the agreed dates under this agreement to the Second Party’s bank account as agreed.
6.8 The First Party undertakes to provide an advance payment in specific cases that require the Second Party to incur expenses related to the platform users' trips.
6.9 The Second Party is obligated to provide supporting documents and evidence of the actual need for the disbursement of the advance payment.
6.10 The amount of the advance payment shall be determined between the parties on a case-by-case basis in a separate annex.
6.11 The need to disburse funds for platform users must be related to legitimate purposes and pre-agreed upon by both parties.
Clause 7: General Provisions
7.1 The First Party does not guarantee the uninterrupted service due to technical errors or poor internet quality on the part of the Second Party.
7.2 This agreement does not prevent the First Party from entering into similar agreements with third parties, nor does it hinder the First Party from developing, using, selling, or licensing services independently, even if such services are similar to those provided by the Second Party.
7.3 The First Party guarantees that it has obtained and will maintain all necessary licenses, approvals, and permits required to fulfill its obligations under this agreement.
7.4 Both parties agree to appoint designated representatives responsible for communication and coordination between them.
7.4.1 First Party: tour.operator@ithaka.world
7.4.2 Second Party: "To be the email address of the created service provider account on the platform"
7.4.3 Each party has the right to replace the designated representative if necessary, provided that the other party is notified of the change.
7.4.4 The Second Party is prohibited from subcontracting any of its obligations under this Agreement to third parties without prior written consent from the First Party.
Clause 8: Indemnities
8.1 The Second Party is obligated to defend, indemnify, and hold the First Party harmless from any claims, demands, lawsuits, proceedings, losses, expenses, or costs (including, but not limited to, legal fees and court costs) that may arise from the user's use of the electronic platform to obtain the Second Party's services, provided that such harm is caused by the Second Party or is related to the services it provides.
8.2 The Second Party shall be responsible for any losses incurred by the platform user during a trip booked through the platform owned by the First Party. In the event of repeated losses, the Second Party shall be liable for all such losses in addition to a penalty 20,000 EGP (Twenty Thousand Egyptian Pounds only). The penalty will be imposed on the Second Party upon notification by the First Party in accordance with Clause 15 of this Agreement.
8.3 The Second Party undertakes not to Agreement with the platform user for a trip outside the scope of the platform. Should this occur, the Second Party is obligated to pay five times the value of the trip booked by the platform user as liquidated damages.
Clause 9: Limitation of the First Party's Liability
9.1 The Second Party acknowledges and agrees that the First Party’s liability in executing its obligations under this Agreement is limited. Therefore, the First Party shall not be liable for any disputes arising between the Second Party and any third party regarding the execution of this Agreement, or for any liability arising from any delays, failures, or other losses or damages incurred during the provision of services to any third party.
9.2 The services provided by the First Party are merely software solutions through the electronic platform; therefore, the First Party shall not be responsible for any harm arising from errors, omissions, or defects in the information, instructions, or textual data. The Second Party shall bear full responsibility for such issues.
9.3 The First Party shall not be liable for any loss of profit, business interruption, damage to reputation, or similar issues in the event of pure economic loss, data corruption, information loss, or any extraordinary, indirect, or consequential damages. This includes any costs, compensations, fees, or expenses, regardless of how they occur within the scope of this agreement.
9.4 The Second Party shall bear full responsibility for all data not entered through its account on the electronic platform.
9.5 In the event that the Second Party ceases to provide service to platform users despite existing bookings, the Second Party is obligated to either fulfill the service or bear any financial losses resulting therefrom, including paying 50% of the cost of the trip that was previously booked by the platform user.
Clause 10: Termination and Cancellation
10.1 Without prejudice to any compensation owed to either party, the First Party may terminate this Agreement without the need for notice, warning, or judicial order under the following circumstances:
10.1.1 Failure of the Second Party to pay any of the amounts agreed upon in Clause 6 by the due date.
10.1.2 If the Second Party uses the electronic platform for purposes other than those for which it is intended.
10.2 If the Second Party wishes to terminate the Agreement, it must notify the First Party with at least 30 business days’ notice and settle all financial matters. The Second Party is not entitled to a refund of any amounts paid to the First Party.
10.3 If the First Party wishes to terminate the Agreement, it must notify the Second Party with at least 30 business days’ notice and settle all financial matters.
Clause 11: Confidentiality
All information contained in this Agreement and exchanged between the parties prior to the signing of this Agreement or during its execution shall be considered confidential. Neither party shall disclose this information to any third party without the prior written consent of the other party, except in cases where disclosure is required by law, or is mandatory for any regulatory or governmental authorities, or where the confidential information is already public knowledge.
Clause 12: Intellectual Property Rights
12.1 Intellectual property rights include patents, rights to innovations, copyrights, and other related intellectual property rights, trademarks, trade names, domain names, copyright and packaging rights, commercial reputation, platform code, design rights, usage rights, protection of confidential information (including technical knowledge and trade secrets), and all other forms of intellectual property rights, whether registered or unregistered. This encompasses all applications for these rights, rights to file applications for them, grant them, renew them, extend them, and claim priority, as well as similar or equivalent rights under current or future protection models anywhere in the world.
12.2 The aforementioned rights are vested in the First Party. All intellectual property rights related to the services under this Agreement and the electronic platform are the property of the First Party, and the Second Party shall not contest or challenge this ownership.
12.3 The Second Party agrees not to use, market, or display the First Party's trademark, either in whole or in part, in any context or medium, including but not limited to media, without prior written permission from the First Party.
Clause 13: Relationship of the Parties
Each party is an independent entity and shall not be considered a partner or affiliate of the other party, nor shall it represent the other party before the courts or any third parties. The relationship between the parties shall not be governed by labor laws, and neither party nor its employees shall be considered employees of the other party. This Agreement is a service agreement and shall be governed by the terms and conditions outlined herein.
Clause 14: Force Majeure
Neither party shall be held liable to the other party under this Agreement if it is prevented or delayed in performing its obligations or carrying out its activities due to events or occurrences beyond its control, or any other events considered as force majeure. However, the affected party must notify the other party of the force majeure event and the expected duration of its effect. Government actions shall be interpreted as a form of force majeure within the scope of this Agreement.
Clause 15: Correspondence and Notifications
All correspondence, notifications, legal notices, and similar communications shall be in writing and sent to the address of each party specified at the beginning of this Agreement. Such correspondence and notifications shall be deemed effective and binding unless the party has notified the other party in writing of any change to its address within one week of such change. Notifications may be sent by registered mail with acknowledgment of receipt, by hand with a receipt, by official notice, or by the email addresses specified in the Agreement.
Clause 16: Jurisdiction
This Agreement shall be governed by, and construed and interpreted in accordance with, Egyptian law. The courts of the Arab Republic of Egypt, of all levels and types, shall have exclusive jurisdiction to hear and determine any dispute arising from or in connection with this Agreement or its execution according to clause 7.4
…The End...
