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
Orioly Channel Manager
Orioly Channel Manager is implemented with our partners ExperienceBank (Hauptstraße 15, 3800 Matten b. Interlaken, Switzerland – UID: CHE-115.503.227).
Channel Manager provides an option to promote and sell products on different worldwide leading OTAs (online travel agencies). When a Supplier activates its OTA Channel Manager, their business information is sent to the ExperienceBank dashboard system.
ExperienceBank will provide each Supplier with access to the ExperienceBank dashboard where Supplier can configure all details about its products and OTA settings. ExperienceBank / Orioly OTA dashboard is used to configure a connection between your OTA account and Orioly.
Orioly Support team will contact each Supplier that activates the OTA Channel Manager and help in setting up the information.
Supplier is responsible for adding products to the Orioly system. After that, Supplier must configure all of its product mapping with selected OTAs using Orioly / ExperienceBank dashboard.
ExperienceBank is responsible for sending product and availability information to the supported OTAs. The list of available OTA channels supported by Orioly and ExperienceBank can be found here: https://www.orioly.com/orioly-ota-channel-manager.
Content and notifications
Orioly offers different distribution channels as an “opt-in” option for Suppliers within the Orioly platform. In case a Supplier chooses to “opt-in” into a distribution channel within the Orioly Channel Manager platform, Supplier is obligated to ensure that it meets the minimum requirements of the respective distribution channels, OTAs.
Furthermore, by “opting-in” to extended distribution, Supplier agrees to pay a channel specific commission rate as defined by and for each distribution channel and acknowledges that this channel specific commission rate is different from the standard Orioly commission rate. In the case of bookings generated via a distribution channel, Orioly only enables a direct transaction between the distribution channel and the Supplier.
For bookings generated via the Channel Manager, payments are processed either by an OTA or ExperienceBank. Payouts for bookings made via the Channel Manager are made in the indicated currency of the distribution channel. Supplier is solely responsible for all Customer complaints, grievances, and objections. By no means is Orioly or ExperienceBank a party to any action taken by the Customer nor liable in any way in connection therewith.
Supplier Obligations to inform Customers: It is the Suppliers sole responsibility to ensure that recipients of any manually selected “opt-in” emails, including but not limited to newsletters, by the Supplier for the Customer, whenever the Customer is unable to do so themselves, are appropriately informed of such use of their email address and any other contact information provided by the Customer and where necessary, appropriately consent to such use. Unless otherwise defined, customer data from bookings generated via the Orioly Channel Manager shall go into each of the Distributor databases as well as the Supplier database.
Each owner and/or user of such database shall be solely responsible for ensuring that the acquisition, processing, and dissemination of its data is in compliance with applicable laws and data protection standards.
Insurance for products promoted by the Channel Manager
Supplier must maintain such comprehensive insurance policies with a reputable insurer as would be maintained by a careful and prudent person that offered similar Services to the Supplier liability insurance throughout the term of this agreement.
Billing and contracting with OTAs
At the end of each month, Orioly will provide a Supplier with a statement of fees and a report highlighting the transactions that took place during the previous calendar period.
Orioly will charge the Supplier, that had opted-in for Orioly Channel Manager, for Customer transaction fees upon successful payment for bookings processed by OTAs. The commission fee is defined by the pricing plan chosen by the Supplier upon registering with Orioly.
Supplier can configure and opt-in to be connected with OTA/Distributor covered by a Direct Contract or Centralised Contract.
When a supplier has a direct commercial arrangement in place with a Distributor, Orioly shall charge a fee, the cost of which will be processed by ExperienceBank.
ExperienceBank and Orioly have a commercial arrangement that provides Orioly with the authority to enter into commercial arrangements on behalf of their Suppliers. The centralized contract is used to manage agreements with multiple Distributors.
The commission fee for the bookings created using Distributor channels managed by a Centralised contract is processed by Orioly on a period calendar basis (a monthly basis if not defined in any other written document).
Orioly and ExperienceBank will assist the Supplier in the onboarding process with Distributors managed by a Centralised contract.
Taxes and payment gateway information
Orioly does not take any responsibility for local or national VAT requirements within the Orioly area of operation. This responsibility is solely that of the Supplier.
Orioly requests a company credit card/Cardless payment solution which will be held securely on file in accordance with GDPR requirements in order to facilitate the monthly payments.
Liability limitation
Orioly and ExperienceBank work diligently to provide its services correctly in accordance with current best practice within the tourism industry. All information is compiled correctly to the best of its knowledge in order to enable the full and complete distribution of content, pricing, and availability via the Channel Manager.
However, both parties make no guarantees or representations with respect to its services, functions and other performances, including, without limitation, the merchantability, fitness for a particular purpose, accuracy or completeness of information and data used or distributed by ExperienceBank, the uninterrupted service or the error-free operation of the service.
Orioly and ExperienceBank shall not be liable for the provision of success within the meaning of the law on contracts for work and services.
In particular, Orioly cannot guarantee that certain Suppliers will be listed on any specific distributor platform. This decision, as well as the decision on the opening or closing of marketing channels, is the sole responsibility of the respective partner companies, OTAs.
Orioly is responsible for the conformity of the data transmission to ExperienceBank with the applicable European data protection law. This applies in particular in view of any claims for information, correction, and compensation by data subjects.
Service availability
Orioly aims to achieve an annual average service availability of 99.5%. However, Orioly does not guarantee the availability of the service without errors or without interruption. Periods of downtime due to maintenance and/or software updates and times when the service is unavailable due to technical or other problems beyond Orioly control are excluded from this average.
Orioly cannot guarantee the availability and usability of the websites or services of the affiliated Distributors/OTAs or their links.
Orioly will periodically introduce new Distributors/OTAs, channel partners and online features at its sole discretion. Suppliers will be informed in a timely manner and trained as needed.
Security and confidentiality
ExperienceBank and Orioly will keep Supplier product, agreement documents, and data by using the same security standards implemented in the Orioly product.
Any possible agreement information stored by Orioly which include the connection between one of the following sides shall be treated confidentially – Supplier, Customer, Consumer, ExperienceBank, OTA supported through the Channel Manager. This rule is overruled only in cases where sharing of the information is described and managed by another section of this agreement.
The confidentiality obligations shall remain effective even after the termination of the cooperation agreement, irrespective of the reason for termination. All materials and documents containing confidential information which the parties receive from each other during the term of the cooperation agreement shall be returned to the disclosing party or deleted or destroyed.