Terms of Service

Distribution agreement

Distribution agreement is a part of the General Terms of Service (“TOS”).

By accepting this document, you are confirming that you agree and understand the tools and options that are provided by the Orioly Service and understand how to use Orioly for connecting with sales partners and third parties that promote and sell your products.

Orioly provides multiple account types and tools for sales management:

• Agents and Affiliates
• Orioly Marketplace
• Orioly Channel Manager – integrated with our partners ExperienceBank

General Terms

Customer shall hereinafter be defined as consumers who book tours, activities, events and other arrangements with the respective distributors.

Consumer means any natural person who concludes a legal transaction for purposes which can predominantly be attributed neither to their commercial nor their self-employed professional activity.

Entrepreneur means a natural or legal person who, when concluding a legal transaction, is acting in the exercise of their commercial or self-employed professional activity.

Distributor Distributor shall in the following mean a company which arranges travel contracts or contracts for other tourist services for customers, e.g. online travel agencies (OTA) such as Expedia, Viator, GetYourGuide, Booking.com, TripAdvisor; hotel PMS systems such as Siteminder, Hotels directly; tour operators; airline companies; companies or organisations in the field of “Destination Management” (DMO/DMC), tourist offices, etc.

T&A are tours, activities, events and other arrangements offered by a company (e.g. tourism association, tour operator) to customers for online booking.

T&A provider or Supplier shall in the following be defined as a company that offers tours, activities, events and other arrangements for booking to customers and uses the services (in particular the online reservation system) of the Integrator for this purpose.

Reseller is a company that sells supplier products and that has been added as an agent to your account. Reseller can act as a reseller agency or as an affiliate partner.

ExperienceBank is a distribution channel partner of Orioly, in charge of publishing T&A content to different distributors and provide information to Orioly Service about new bookings and updates made by Distributor consumers.

Integrator is the reservation technology provider (Orioly, in this case) to various suppliers who integrate the API connection with ExperienceBank for the purpose of distributing product to third-party distributors.

Online booking engine

Each Supplier can implement the Orioly online booking engine on its website. The online booking engine is used for getting enquiries and payments.

Booking payment process is available to any Supplier only if and when the payment gateway is configured within the Supplier account.

Orioly does not collect payments in any payment process of the end consumer. If e.g. a Consumer creates a booking on the Supplier website using the online booking engine and the payment gateway of a Supplier, the payment will be processed and transferred to a Supplier’s bank account.

Orioly bases its monthly commission fee on a volume and amount of transactions and takes its part that is defined on the Orioly pricing page.

Resellers – Agents and Affiliates

Every Supplier that uses the Orioly Service, excluding the holders of the free account, can use the Channel Manager and add other legal entities (travel agencies, B&Bs, hostels, or other 3rd party partners) to promote and sell tour products through the system.

In order to create a valid partnership, the Supplier must send an invitation by email to its potential partner. Each Supplier can define the default commission rates for all of its agents and affiliates.

Also, Supplier can configure:

• specific commission rates for each Reseller
• specific commission rates for each of its products
• if specific bookings slots or departure times are not available to all or specific Reseller
• the product price for all Reseller or a specific Reseller

Agent must set up its account and provide the following information:

• business entity information
• payment gateway (optional, but recommended)

For each agent sale, an Agent can:

• provide an invoice on their behalf
• provide a voucher on their behalf
• work as an affiliate and collect a commission once a Supplier converts the lead to a sale

Agents can act as an Affiliate and forward leads to the Supplier. Each time a Supplier gets a booking based on a lead provided by an Affiliate, the booking information will be visible to the Affiliate partner through the Analytics section of their account.

Agents and booking payments

Agents can collect payments using the following methods:

• by collecting partial payments (deposits) in cash, using wire transfer or using the payment gateway configured within their Orioly account
• by collecting full payments using the same methods mentioned above

Agents can view and track which of the bookings are fully paid for by its customers, bookings that have a partial payment (deposit) or bookings that have no payments.

Orioly does not collect payments in any payment process of the end consumer. If e.g. a Consumer creates a booking on an Agent website using the online booking engine and the payment gateway of an Agent, the payment will be processed and transferred to an Agent bank account.

Handling commission transfers between a Reseller and a Supplier

Orioly provides statistical and reporting tools for each Supplier and Reseller in order for them to be able to track the number of bookings made, payments collected. Based on this information, Suppliers and Resellers can agree on the process of handling their mutual commission agreements, payouts and wire transfers.

Orioly is not involved in the commission agreements, payouts and wire transfers agreed upon by Resellers and Suppliers, and as such is not responsible or liable for any misconduct or breach of contract by either the Reseller or Supplier and does not guarantee the costs of wire transfers in any way.

Orioly commission fees

Orioly does not charge a commission to Resellers and always takes a monthly commission fee from Suppliers.

Orioly charges commission fees on a monthly basis from Suppliers based on a number of transactions, booking amount.

Orioly Marketplace

Orioly provides access to each Supplier, excluding the holders of the free account, to the Orioly Marketplace through which they can list products to make them visible to registered Orioly Resellers and Suppliers.

Content

Suppliers can set their products to be listed on the Orioly Marketplace. Suppliers can share information about the product, prices and departure dates and times.

This way, Supplier can place product information which will be visible to other 3rd parties and the Supplier is solely responsible for sharing this information.

Supplier must ensure that the provided information is true, accurate and free of errors and must keep it up-to-date.

A Supplier can set which of its products, all or only specific ones, are visible on the Orioly Marketplace.

Accepting partnerships

Any Supplier or Reseller, with access to the Orioly Marketplace, will have access to the list of eligible partners and their products. Supplier will be able to invite its partners that have already signed up for an Orioly account, or new partners not yet registered. Resslers without an Orioly account will need to go through the sign-up process after which the Reseller will automatically be assigned the listed products provided by a Supplier, if and only when the Supplier has set up his account in such a manner where their product is automatically assigned to new partners, Resellers.

Orioly is not responsible for any information provided and shared by Resellers and Suppliers.

If you believe certain Suppliers or Resellers are providing incorrect information or are acting intrusively, you must contact Orioly support using the built-in help chat or by contacting Orioly support via email at support@orioly.com.

Rates and prices of products

All prices for Resellers are set up by Suppliers and can be configured for each Reseller separately.

RCosts and refunds

Orioly is not responsible for any costs that incur through the use of payment gateways or wire transfers between Resellers and Suppliers.

Orioly does not participate, charge, nor collect fees (commissions) that incur through the use of payment gateways or processed wire transfers and as such only charges and takes its commission fee, based on bookings and paid amounts, from the Supplier.

Obligations

The Supplier will upload comprehensive information to its Orioly account and will ensure that all information added is true, accurate and contains all the information needed by Consumers and Resellers to make informed purchasing decisions.

Same applies to Agents and Affiliates.

The Supplier holds Orioly harmless against any third party action, notice, demand, suit, damage, debt, account, expense, cost, lien, loss, liability, proceedings, litigation (including legal costs and disbursements on a solicitor and own client basis), chose in action, investigation, verdict or judgment of whatever nature against Orioly relating to or
 in connection with:

• the use of any intellectual property or other information belonging to or provided by the Supplier to Service Provider
• the activities or operations of Supplier
• any Claim from a Customer or Reseller
• any product or Service or other services of the Supplier
• any act or omission of the Supplier in relation to the Services or any breach of this agreement by the Supplier