Terms & conditions: Businesses (Partners)

Last updated January 2020

Please read these Terms of Business (as well as the Terms and Conditions for Users) carefully before you begin using Praksi Services as these will apply to all of your business with Praksi. By using Praksi Services you automatically agree and must apply with these below Terms of Business.

  1. Definitions
    • “Affiliate” to Praksi means any entity that directly or indirectly controls, is controlled by, or is under common control with Praksi;
    • “Agreement” or “Terms of Business” means this agreement, which sets out the terms and conditions upon which Praksi shall provide the Praksi Services to the Partner and which comes into effect on the Effective Date.
    • “App” means the Praksi online booking application (WebApp; Android or iOS);
    • “Bank Charges” has the meaning set out in clause 10.8;
    • “Booking” means any booking made by a Customer for any of the Partner Services and whether made via the Website or App;
    • “Terms and Conditions” means Praksi’s booking terms and conditions in relation to the Services offered on the Website and App;
    • “Business Day” means a day other than a Saturday, Sunday or public holiday in the Netherlands;
    • “Charges” means the Commission and the Fees;
    • “Commission” means the commission (+ VAT) payable by the Partner to Praksi and calculated based on the total payable by a Praksi Customer for a Praksi Booking;
    • “Confidential Information” has the meaning set out in clause 10.1;
    • “Partner Agreement” mean the agreement signed by Praksi and the Partner confirming both parties’ acceptance of this Agreement, the Sign-Up Fee, the Commission and any other Charges;
    • “Customer” means any person who purchases or receives the Partner Services, via the Website, App or other Distribution Channels, including but not limited to a Praksi Customer or a Partner Customer;
    • “Customer Database” means the Partner’s database of Customers;
    • “Data Protection Legislation” means the European Directives 95/46 and 2002/58/EC and any legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them (including the General Data Protection Regulation), the Wbp, Telecommunications Act and all other applicable laws and regulations relating to the processing of personal data and privacy that may exist in any relevant jurisdiction;
    • “Distribution Channels” means any third-party website or other media through which the Praksi Services are from time to time provided;
    • “eCRM Service” means the email and mail marketing functionality, which may from time to time be offered as one of the Praksi Services in return for the applicable Fees;
    • “Effective Date” means the earlier of (a) the Partner beginning to receive the Praksi Services, (b) the date on which the Partner ticks the box to confirm its acceptance of this Agreement or, c) the date the Partner Agreement is signed by the Partner to confirm its acceptance of this Agreement;
    • “Fees” means the Sign-Up Fee and any other fees (+ VAT) payable by the Partner in order to receive the Praksi Services, as set out in the Partner Agreement, any addendum to this Agreement and/or emails between Praksi and the Partner;
    • “Fulfilled Booking” means a Booking in respect of which the Partner has successfully provided the Partner Services to the Customer;
    • “General Data Protection Regulation” or “GDPR” means Regulation (EU) 2016/679;
    • “Indemnified Third Party” has the meaning set out in clause 9.8;
    • “Intellectual Property Rights” means all intellectual property rights on a world-wide basis whether currently in existence or otherwise and whether vested or contingent including (without limitation) copyright (including foreign language translation rights), design rights, database rights, rights in any domain names, registered designs, patents, trade marks, trade names, signs and other designations provided the foregoing are of a proprietary nature and all similar rights whether registered or otherwise (including, without limitation, all extensions, reversions, revivals and renewals thereof). The above shall include, in relation to registerable rights, any applications made or rights to make applications in respect of any such rights;
    • “Matching Customer” means a Customer whose email address or telephone number together with first name matches more than one Customer in the Customer Database;
    • “Material Breach” means a breach (including an anticipatory breach) which is not minimal or trivial in its consequences to Praksi, including but not limited to a breach of clauses 6.1, 6.2, 6.5, 6.6, 6.7, 6.10, 6.14, 6.15, 6.16, 7.5, 8, 9.5 and/or 10. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding;
    • “New Booking” has the meaning set out in clause 2.7;
    • “Page(s)” means the internet page or pages and contents of the Partner’s designated section of the Website or Distribution Channels (including the Partner’s Praksi “homepage” and each page for the Partner Services offered on the Website) along with any applicable page or pages and contents of the Partner’s own website(s) or other website(s), including any Partner Site;
    • “Partner” means the partner business that enters into the Agreement with Praksi on the Effective Date, acting on behalf of itself and all its employees and contractors;
    • “Partner Content” means any information, documentation, equipment, software, photographs, domain name (to the extent used to host a Partner Site), Partner Site or other material (which may include the Partner name, logo and any other brand features and Intellectual Property Rights) which may be published on the Page(s) pursuant to this Agreement;
    • “Partner Customer” means a Customer who books Partner Services directly with the Partner and not using the Website, App but whose details are stored either in the Customer Database or by adding an appointment or otherwise;
    • “Partner Services” means services that the Partner is in the business of providing and supplying to Customers and which are marketed to Customers by the Partner through use of the Praksi Services;
    • “Partner Site” means a website of the Partner containing a “Book Now” button that links to Praksi booking services hosted at on the Partner’s own domain;
    • “Photos” has the meaning set out in clause 4.1;
    • “Photography Service” means the photography service that may be provided to Partners by Praksi pursuant to the terms and conditions set out in clause 4 of this Agreement;
    • “Pricing Change Notice” has the meaning set out in clause 2.5;
    • “Processing Fee” means the processing fee (+VAT) payable by the Partner to Praksi for Repeat Bookings, as set out in the Partner Agreement and calculated based on the total amount payable by the Customer for a Repeat Booking, as applicable;
    • “Repeat Booking” means a Praksi Booking that does not fall under the definition of New Booking as defined in clause 2.7;
    • “Security Incident” has the meaning set out in clause 6.3;
    • “Sign-Up Fee” means the non-refundable fee (+ VAT) charged by Praksi to the Partner on the Partner signing up to receive the Praksi Services, to be paid via electronic card payment and as set out in the Partner Agreement;
    • “Successful Appointment” means an appointment (either by way of a Praksi Booking, or a booking made directly with the Partner) in respect of which the Partner has successfully provided the Partner Services to the Customer;
    • “Third Party Platforms” has the meaning set out in clause 7.3;
    • “Praksi” means Praksi B.V. (t/a Praksi), a company registered in the Netherlands under company number 67876323 and whose registered office is at 1107 EV Amsterdam, Netherlands, with VAT registration number NL857209498B01;
    • “Praksi Booking” means a booking made on the Website or App where at the time of making the booking the Customer chooses a time/and or date at which to receive those Partner Services (including where the “Pay At Venue” option is used);
    • “Praksi Customer” means a Customer who books via the Website or App;
    • “Praksi Photographer” means an independent photographer whose services are contracted for by Praksi and who may be instructed by Praksi to provide the Photography Service to a Partner;
    • “Praksi Services” means the benefits and services a Partner may receive from Praksi, as set out in the Partner Agreement, any addendum to this Agreement and/or in emails between Praksi and the Partner, in return for paying the Charges to Praksi;
    • “User Generated Content” has the meaning set out in clause 5.5;
    • “Wbp” means the Data Protection Act (as amended from time to time);
    • “Website” means the website at www.Praksi.app; and
  2. Praksi Services
    1. In consideration of payment by the Partner of the Charges and the Partner performing all of its other obligations herein and subject to this Agreement, Praksi shall provide the applicable Praksi Services to the Partner, which shall (unless otherwise agreed) include a personal, non-exclusive, non-transferable and fully revocable licence to use Praksi Services, the terms of which are set out in clause 3.
    2. In respect of all Praksi Bookings, Praksi shall act and is hereby appointed as agent at law for the Partner to conclude those Bookings with a Customer and (where applicable) collect and process payments on behalf of the Partner. Nothing herein shall prevent or limit the Partner from remaining fully responsible and liable for their provision and supply of Partner Services to Customers. Praksi is solely a technology provider with respect to Bookings and has no direct relationship with the Customer.
    3. Praksi may contact the Partner via e-mail, telephone, SMS or Whatsapp using the contact information provided in connection with Bookings or other questions regarding Praksi and / or the Partner Services.
    4. Where a Partner has elected to receive Praksi Services which attract Fees, if it wishes to cease receiving one or more of those Praksi Services, the Partner must give Praksi at least 30 days’ notice in writing and will remain liable to pay any applicable Fees for the duration of the notice period.
    5. Praksi may in its sole discretion, change the amount of any Fees and/or the rate of Commission at any time on 30 days’ notice to the Partner (“Pricing Change Notice”). The Partner’s continued use of the Praksi Services after receipt of such Pricing Change Notice will be deemed acceptance of the new Fees and/or rate of Commission.
    6. Whether a Praksi Booking is treated as a New Booking or Repeat Booking (and therefore whether Commission or a Processing Fee is chargeable) depends on when the Customer last had a Successful Appointment at the Partner’s venue and whether the Customer exists in the Customer Database and, if so, when they were created. A Customer will be identified using their (1) email address; or (2) phone number together with their first name. Bookings will always be subject to a Processing Fee, not Commission.
    7. A Praksi Booking will be regarded as a New Booking if the Customer:
      1. does not exist in the Customer Database at all; or
      2. was created in the Customer Database more than 365 days ago and has not had a Successful Appointment at the Partner’s venue in the last 365 days; or
      3. was created in the Customer Database less than 365 days ago as a result of an appointment which was not or has not yet become a Successful Appointment. In all other cases, a Praksi Booking will be considered a Repeat Booking.
    8. In the case of a Matching Customer, the Customer and the Matching Customer will be merged together and the most recent Successful Appointment will be used to determine whether a Praksi Booking is a New Booking or a Repeat Booking.
  3. Licence
    1. Subject to payment of applicable Charges, the Partner may use the Partner Site for the purpose of processing Bookings of Partner Services for and on behalf of itself only.
    2. Technical support is provided by email primarily and is a benefit for the Partner, but is not a right of the Partner.
    3. The Partner shall not:
      1. reproduce, duplicate, copy, sell, resell or exploit the whole or any part of Praksi page;
      2. send unsolicited emails, SMS or other electronic forms of marketing to Customers via Praksi (or otherwise); or
      3. disclose, share or resell any Praksi login details.
    4. Praksi does not warrant:
      1. that any information or results that may be obtained from the use of Praksi will be accurate or reliable;
    5. The Partner expressly understands and agrees that as regards its use of Praksi Services, Praksi shall not be liable for any loss of income or profits, loss of contracts, loss of goodwill, loss of data, or other intangible losses or for any indirect or consequential loss or damage (even if Praksi has been advised by the Partner of the possibility of such loss or damage) resulting from:
      1. the Partner’s use of, or inability to use Praksi Services;
      2. unauthorised access to or alteration of the Partner’s transmissions or data;
      3. statements or conduct of any third party on Praksi; or
      4. any other matter relating to Praksi Services.
    6. Praksi will provide the Partner with a user account and password which allows the Partner to access Praksi Services. The Partner shall safeguard and keep the user account details and password confidential and safely stored and shall not disclose them to any person other than those who need to have access to Praksi and who are aware of the Partner’s obligations to keep those details secure. The Partner shall immediately notify Praksi of any suspected security breach or improper use, including any use which would breach this Agreement, Praksi’s reasonable instructions given from time to time and/or applicable law.
  4. Photography Service

    Praksi may at its sole discretion offer the Photography Service to Partners under licence for an agreed fee, either included in the Sign-Up Fee or as a separate additional fee. Where Praksi provides the Photography Service to a Partner the following additional terms and conditions shall apply:

    1. No warranties or guarantees are made about the quality of the photographs taken by the Praksi Photographer (the “Photos”) and/or their content or layout. It will be the responsibility of the Partner to ensure that all necessary persons (if any) to be photographed are present at the appointment with the Praksi Photographer to ensure that all consents to be photographed have been obtained from those who appear in Photos and to agree with the Praksi Photographer that the set up and content of the Photos are to the Partner’s satisfaction.
    2. The Partner may only use and publish the Photos on the following media: on the Website, App and the Distribution Channels (to the extent applicable). If the Partner wishes to use the Photos on their own website and/or social media pages. For the avoidance of doubt the Photos may not be used on any other online marketplace on which the Partner advertises the Partner Services. A limited amount of cropping is acceptable but no other editing of the Photos is permitted and Partners are strictly prohibited from removing any of Praksi’s copyright notices from the Photos.
    3. The Partner hereby acknowledges and agrees that the Photos are used under a non-exclusive and non-assignable licence that will automatically cease if the Partner leaves the Praksi platform. With the exception of the rights under that licence, the Partner will not have any Intellectual Property Rights in the Photos. All Intellectual Property Rights in the Photos will be owned by Praksi. For the avoidance of doubt, Praksi may utilise the Photos in any of its own advertising and marketing campaigns, on the Website, Distribution Channels & social media channels and for any other purpose that it deems fit.
    4. The Partner may not print, distribute, use, publish, exploit, edit, crop, alter or otherwise deal with the Photos except in accordance with clause 4.2 of this Agreement or with the prior written consent of Praksi, to be given at the sole discretion of Praksi and which may be subject to further Fees.
  5. Partner Obligations
    1. In consideration of receiving the Praksi Services, the Partner agrees to pay all applicable Charges to Praksi and to accept all Bookings and process and supply the Partner Services to the highest industry standards and in line with any specific terms and conditions set out in this Agreement generally, and particularly in this clause 6. A breach of this clause 6.1 will be a Material Breach of this Agreement.
    2. The Partner must accept all Bookings and may only decline to accept the same in exceptional circumstances, otherwise the Partner shall be considered to be in Material Breach of this Agreement and may forfeit any payments due to it in connection with this Agreement.
    3. In respect of Praksi Bookings, the Partner is obliged to comply with the cancellation and rescheduling policy set out in clause 5 of the Booking Terms and Conditions. In summary:
    4. Praksi and/or the Partner will offer a refund in respect of Praksi Bookings which are cancelled (or unable to be rescheduled) provided the relevant appointment is not due to take place in the next 24 hours.
    5. If a Customer wishes to change the date and/or time of a Praksi Booking, provided the Customer requests to reschedule the appointment at least 1 hour prior to the time of the appointment, either via the Website or App, or by contacting the Partner or Praksi, the Partner must endeavour to offer the Customer a suitable alternative booking time and/or date. In the event that a Partner is unable or unwilling to fulfil a Praksi Booking pursuant to a Customer requesting such a change in accordance with this clause 6.3, the Customer may choose to proceed with the Booking or may cancel in accordance with clause 6.3(b), meaning that:
      1. provided it is at least 24 hours before the appointment is due to take place, Praksi will treat the Praksi Booking as cancelled by the Customer and will refund the Customer the full amount; or
      2. if it is less than 24 hours before the appointment is due to take place, Praksi will treat the Praksi Booking as cancelled by the Customer and no refund will be due.
    6. If a Partner wishes to change the date and/or time of a Praksi Booking, in the event that the Customer is unable or unwilling to agree to such change, Praksi will treat the Praksi Booking as cancelled by the Partner and will refund the Customer the full amount. However, if Praksi deems it reasonable to do so in the circumstances, and at Praksi’s sole discretion, Praksi may still require the Partner to pay the applicable amount of Commission and/or Processing Fee that would have been due from the Partner in respect of that Praksi Booking.
    7. In respect of Bookings, Praksi is solely a technology provider and does not act as commercial booking agent. Customers and Partners are able to cancel Bookings up until the time of the appointment and no contract is created between the Customer and the Partner until the appointment takes place. The Partner is responsible for providing the Partner Services to the Customer and handling any cancellations or rescheduling directly with the Customer. Praksi has no further involvement in the Booking process and solely provides the technology to facilitate Bookings to be made. The Partner can select whether Customers will be given the opportunity to opt-in to email marketing from just the Partner or from the Partner and Praksi.
    8. The Partner is responsible for ensuring that all Partner Content (especially details of and prices for the Partner Services) that it publishes or provides to Praksi to publish on the Page(s) is accurate, correct and not misleading. This includes only displaying prices as at a discount when those Partner Services have genuinely been available at a higher price previously and are only available at the discount price for a short period of time. Any breach of this clause 6.5 is a Material Breach of this Agreement.
    9. The Partner procures that:
      1. when uploading Partner Content which consists of photographs of an employee or contractor’s own work (“Stylist Portfolio Photos”), the Partner’s employees and contractors only upload Stylist Portfolio Photos in which they have the full copyright and/or permission to display the Stylist Portfolio Photos on the Partner’s website, Partner Site, Praksi’s Website and App and Third Party Platforms;
      2. Partner’s employees and contractors have obtained express written consent from any person or persons featured in the Stylist Portfolio Photos for them to be used in this way; and
      3. the Stylist Portfolio Photos will not, in any way, contain nudity, obscenity or content which is likely to harass, upset, alarm, offend or which includes any sexually explicit, illegal or promotes violence or hate.
    10. If at any time Praksi suspects that Stylist Portfolio Photos have been uploaded without the appropriate rights or consent as set out in clause 6.6(a) and (b) above, or, at its sole discretion, Praksi deems the Stylist Portfolio Photos to be inappropriate in any way in view of clause 6.6(c), this shall be a Material Breach of the Agreement and Praksi, without limiting any other remedy it may wish to seek, may remove the Stylist Portfolio Photos at its sole discretion.
    11. Partner is responsible and agrees to fulfil all statutory information obligations, including but not limited to the obligation to create and maintain and imprint.
    12. The Partner acknowledges and agrees that its Page(s) on the Website and App should not contain any contact details, direct references or links to the Partner or its website, app, platform, tool or other devices or to websites, apps, platforms, tools or other devices of third parties.
    13. The Partner must at all times supply the Partner Services on the Website and App at a price which is accurate and conforms with the best available rate offered on the Partner’s own website. If a Customer provides proof of a better price available on the Partner’s own website for Partner Services booked through the Website or App, Praksi reserves the right to refund the Customer the difference and to adjust the amount paid to the Partner in connection with those Partner Services accordingly. For the avoidance of doubt, the Partner is permitted to offer lower prices or special offers to closed groups of individuals, both online and offline, e.g. to members of its own loyalty scheme, or directly in the Partner’s venue, and also on other alternative online sales platforms. A breach of this clause 6.10 shall be a Material Breach of this Agreement.
    14. The Partner must ensure that it has obtained the consent of each of its employees and contractors to be advertised on the Website and App to Customers including but not limited to details such as name, expertise, contact details, availability, services offered and photograph.
    15. The Partner is solely responsible for ensuring that the information regarding time and date availability is kept completely up to date so that potential Customers are able to view the accurate time and date availability at the time of making a Booking.
    16. In respect of Praksi Bookings made using the “Pay at Venue” option, the Commission shall be payable for all such Praksi Bookings except where a “no show” has been flagged by the Partner by midnight on the date of the appointment. For the avoidance of doubt, if a “no show” has not been flagged by midnight on the date of the appointment, the Praksi Booking will be treated by Praksi as fulfilled and Praksi shall be entitled to receive Commission in respect of that Praksi Booking.
    17. The Partner shall not solicit Praksi Customers to make Bookings otherwise than through the Website, Distribution Channels (as applicable).
    18. Where a Customer makes a Booking and the Partner encourages that Customer to cancel their Booking and make a separate booking directly with the Partner, the Partner shall be in Material Breach of this Agreement.
    19. If Praksi has reasonable grounds to suspect that the Partner has made or makes any direct or indirect attempt to avoid paying any Charges, for example without limitation, by fraudulently flagging a Fulfilled Booking using the “Pay at Venue” option as a “no show”, this shall be a Material Breach of this Agreement and shall give Praksi the right, without limiting other remedies available to it, to withhold and retain any payments due to the Partner under this Agreement.
  6. Customer Service and Complaints
    1. The Partner shall use best endeavours to provide top quality Partner Services to all Customers and shall promptly deal with any sales enquiries, matters or issues relating to Bookings or potential Bookings including dealing with Customer complaints.
    2. The Partner shall be directly responsible to the Customer for any failure to fulfil the Customer’s expectations or for any other legal liability which arises in respect of the Partner Services, save where such liability arises as a result of Praksi’s negligence.
    3. Praksi shall refer any Customer complaints it receives to the Partner and the Partner shall acknowledge all complaints, and shall respond to the relevant Customer within 48 hours of the Partner’s receipt of a complaint (whether the complaint has come directly from the Customer or via Praksi).
    4. The Partner shall make all efforts to reach a resolution to any complaints within 14 days and must notify Praksi of any correspondence between the Partner and the Customer relating to the complaint and generally keep Praksi apprised of its progress and the status of the complaint.
    5. The Partner hereby acknowledges and accepts that the Website and App includes a reviewing platform, upon which Customers may post publicly viewable reviews about their experiences with Praksi and with the Partner (particularly in relation to the Partner Services) (“User Generated Content”) and that a selection of reviews from preceding months will also be made available on the Partner Site (if applicable). The Partner should note that this platform may not be opted out from and may from time to time contain negative reviews and/or feedback from Customers, which is outside Praksi’s control. There is an option for the Partner, if they are the subject of any User Generated Content, to reply to reviews about them. However, any content the Partner posts in response to User Generated Content must be polite and professional and non-threatening or confrontational, and it may be subject to review by Praksi (and may be removed or amended in Praksi’s sole discretion if Praksi deems it reasonably necessary to do so). For the avoidance of doubt, the Partner shall have no right to any remedy (including without limitation, any right to terminate this Agreement) as a result of any User Generated Content naming or referring to the Partner. However, if the Partner, acting reasonably, feels that any User Generated Content is defamatory of the Partner or any person or in some other way is a violation of any person’s legal rights, the Partner may flag and report that User Generated Content to Praksi. In such case, Praksi shall review the same and in its sole discretion take any action it deems necessary or desirable (including, for example, removing or amending the relevant piece of User Generated Content). The Partner must only ever respond to a review via the review platform and must never contact or attempt to contact a customer in response to a review other than on the review platform, even where the Partner knows the identity of the customer who left the review or can determine the customer’s identity by some other means. Any breach of this clause 7.5 will be a Material Breach of this Agreement.
  7. Customer Data
    1. For the purposes of this clause, “data controller”, “data processor”, “data subject”, “personal data”, “process”, “processing” and “appropriate technical and organisational measures” shall be interpreted in accordance with applicable Data Protection Legislation.
    2. Praksi and the Partner each acknowledge that, for the purposes of the Data Protection Legislation:
      1. in respect of Partner Customers’, the Partner is the data controller and Praksi is the data;
      2. in respect of Praksi Customers’ personal data, the Partner and Praksi each act as independent data controllers; and
      3. in respect of Customers’ personal data, the Partner is data controller and Praksi is data processor, with the exception of personal data of Customers (i.e. name and email address) collected by Praksi and the Partner at checkout via an opt-in for each of their own individual email marketing purposes where they each act as independent controllers.
    3. Where Praksi and the Partner are independent controllers, each acknowledge and agree that:
      1. save as is required by this clause 8, each party is responsible for its own compliance with Data Protection Legislation, including the GDPR;
      2. the Partner must promptly (and in any event within 24 hours of the Partner or its employees or contractors becoming aware of the matter) notify Praksi of any accidental or intentional damage, alteration, destruction, unauthorised disclosure, loss, misuse or theft of or to the personal data of any Praksi Customer, which the Partner has access to (”Security Incident”). Partner shall provide full cooperation and prompt assistance to Praksi in respect of its efforts to (i) investigate, remediate, and mitigate the effects of the Security Incident, and (ii) comply with notification obligations to individuals, clients or regulatory authorities;
    4. Partner must not do, or omit to do, and must ensure that its personnel and other representatives do not do or omit to do, anything that would cause (or may be reasonably expected to cause) Praksi or its Affiliates to be in breach of any provision of any Data Protection Legislation and take all reasonable steps to ensure the reliability of its employees, contractors and agents who may have access to the personal data and ensure that such staff and agents are informed of the confidential nature of the personal data and have undertaken training in the laws relating to handling personal data;
    5. Partner agrees to implement and maintain appropriate technical and organisational measures in respect of its processing of the personal data sufficient to comply with the Data Protection Legislation and to protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction, damages, theft, alteration or disclosure;
    6. Partner agrees to only process personal data of Praksi Customers for the purpose of providing the Partner Services to such Customers and, in the case of Praksi Customers and who have expressly agreed by way of opt-in consent to receiving email marketing via the eCRM Service, for the purposes of email marketing and in all cases only whilst receiving the Praksi Services; and should Partner, its affiliates or its suppliers need to transfer the personal data of Praksi Customers to locations outside the European Economic Area, Partner takes full responsibility (and accepts full liability) for ensuring that such personal data is processed fully in compliance with Data Protection Legislation.
    7. Where the Partner is data controller and Praksi is data processor, in respect of Partner Customers’ personal data and Customers’ personal data (except in respect of email marketing of Customers where the Partner and Praksi are independent data controllers), such personal data shall be processed by Praksi in accordance with the obligations of Article 28 of the GDPR, subject to the provisions of clause 8.9 below and subject to Praksi being able to charge the Partner for providing any assistance not expressly specified as a service requirement of Praksi under this Agreement.
    8. Praksi reserves the right to process Customer personal data as set out in its Privacy and Cookie Policy currently here [1] (as may be updated from time to time) and the Partner hereby irrevocably and unconditionally agrees and consents to the processing of such personal data by Praksi and further warrants that each Partner Customer has been informed how Praksi will process their personal data. Without limiting Partner’s obligations elsewhere in this Agreement, the Partner undertakes promptly to include any information reasonably requested by Praksi in its website privacy policy or other Partner Customer literature to assist each party in compliance with Data Protection Legislation.
    9. The Partner acknowledges that ownership of all Intellectual Property Rights in Praksi Customer, and Partner Customer personal data shall vest in Praksi or its Affiliates and Partner irrevocably and unconditionally assigns with full title guarantee all such rights to Praksi. Praksi grants the Partner a non-exclusive license to use such personal data to operate its business subject to Partner's ongoing compliance with the provisions of this Agreement.
    10. Where the Partner is receiving the eCRM Service, the Partner may send marketing or promotional communications to Praksi Customers whose details are stored and who have given their consent via an ‘opt-in’ box on signing up to receive the Praksi Services or when booking Partner Services via the, to receive marketing or promotional communications from any Partner from whom they book Partner Services and/or specifically from the Partner with which they are booking.
    11. The Partner undertakes and warrants that it will only process the personal data of Partner Customers in compliance with Data Protection Legislation and in particular that it, its employees, its contractors, its partners and its suppliers will only send marketing or promotional communications to Partner Customers who have given their consent to receive the same. The Partner’s use of the personal data of Partner Customers is undertaken at the Partner’s sole risk with Partner being responsible and liable for ensuring it, its employees’, its contractors’, its partners’ and its suppliers’ use fully complies with all applicable Data Protection Legislation.
    12. In the event that a Customer notifies the Partner or one of its employees or contractors that it does not wish to receive further marketing materials from Praksi and/or its Affiliates, the Partner shall promptly (and in any event no later than 48 (forty eight) hours from being so informed) notify Praksi with full details of the same in writing so that Praksi can honour such request.
    13. In the event that a data subject makes a request to either party to exercise one or more of the rights afforded to data subjects under Data Protection Legislation then to the extent that either party reasonably requires input or assistance from the other party in order to give effect to any of the rights afforded, that other party shall provide all such input or assistance within a reasonable timeframe with each party meeting their own costs in doing so.
    14. In the event that either party receives a request from a data protection authority for information relating to this Agreement or the relationship between the parties, that party shall promptly notify the other unless prohibited by law.
    15. Any breach of this clause 8 by the Partner, or its employees, contractors or agents, will be a Material Breach of this Agreement.
    16. The Partner will indemnify and hold Praksi and its Affiliates harmless against all losses, claims, costs, damages or proceedings suffered or incurred by Praksi and/or its Affiliates arising out of or in connection with the Partner's breach of this clause 8.
    17. This clause 8 in its entirety shall survive the termination or expiry of this Agreement.
  8. Partner Warranties and Indemnity
    1. The Partner shall provide Praksi with any Partner Content it reasonably requires to be provided with in order to supply the Praksi Services.
    2. Partner hereby grants Praksi a non-exclusive, royalty free, irrevocable and worldwide right and license (or sublicense as applicable) to use, reproduce, distribute, sublicense, communicate and make available the Partner Content on the Website, the App and any and all other Distribution Channels, and for any other purposes which are necessary for Praksi or required by Praksi to exercise its rights and perform its obligations under this Agreement.
    3. Praksi may sublicense, make available, disclose and/or offer the Partner Content to Affiliates and third parties (”Third Party Platforms”), including but not limited to Google via its services such as Reserve With Google and Google My Business. In no event shall Praksi be liable to the Partner for any acts or omissions on the part of any Third Party Platforms. The sole remedy available to the Partner in respect of such Third Party Platforms is to (a) request Praksi (which has the right and not the obligation) to disable and disconnect with such Third Party Platform in respect of the Partner; or (b) terminate this Agreement, in accordance with clause 11. Partner gives Praksi full authority to set-up and manage the Partner Content on Partner’s Google My Business account as its authorised representative. If Partner wishes to regain exclusive control of its Google My Business account at any time, Partner should inform Praksi and Praksi will take the necessary steps to disassociate from the account and relinquish permissions to manage and change such account.
    4. The Partner hereby grants Praksi the right to:
      1. remove, edit, cut-down or otherwise amend Partner Content published on any Pages, including without limitation where such Partner Content does not, in Praksi’s reasonable opinion, comply with the warranties at clause 9.5 or is otherwise in breach of the terms of this Agreement; and
      2. make use of search engine optimisation services, pay-per-click advertising, and other mechanisms that embody, incorporate or quote (in whole or part) the trading name of the Partner or any brands used in connection with the Partner Services.
    5. The Partner warrants, represents and undertakes that:
      1. all Partner Content it supplies to Praksi in connection with this Agreement and/or publishes (or provides to Praksi for publication) on the Website (and the Distribution Channels, if applicable) will be accurate in all material respects and shall not infringe any other person’s rights (including Intellectual Property Rights) or be defamatory, unlawful, offensive, threatening, or pornographic or otherwise falling below general standards of taste and decency; and
      2. it shall comply with all applicable laws and advertising regulations in the marketing, sale and provision of the Partner Services and shall obtain all licences, consents, authorities and insurance it is either necessary or reasonably prudent for the Partner to obtain in respect of all its business activities and personnel (but especially in connection with the provision of Partner Services). This includes ensuring that any prices listed as discount are genuine discounts, having been higher previously and only on discount for a short period as advertised.
    6. Any breach of the warranties in clauses 9.5 will be a Material Breach of this Agreement.
    7. The Partner hereby agrees to indemnify, keep indemnified and hold harmless Praksi and its officers, directors and employees, from and against any and all claims, demands, obligations, actual or alleged causes of action and lawsuits and all damages, liabilities, fines, judgments, costs (including settlement costs), expenses associated therewith (including the payment of reasonable legal charges and disbursements) and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis)) and all other reasonable professional costs and expenses arising out of or in connection with any breach by the Partner of any term of this Agreement or arising out of any action brought by any third party relating to the Partner Services provided (or not provided), or actions (or failures to act), of the Partner or any person (other than Praksi) acting on its behalf, including, without limitation any action brought in connection with any Data Protection Legislation, Partner Content or a Customer visit to the Partner's venue.
    8. The Partner acknowledges that Praksi enters into this Agreement for its own benefit but also as an agent for the benefit and on behalf of each of its officers, directors and employees (each an “Indemnified Third Party” and, collectively, the “Indemnified Third Parties”) and that the rights in respect of indemnification set out in clause 9.7 shall be rights and benefits of each such Indemnified Third Party (as if, in each case, a party to this Agreement in its own right). Such rights shall be enforceable under this Agreement by Praksi as agent for each such Indemnified Third Party. Notwithstanding the foregoing, the Partner and Praksi may agree in writing to amend any provision of this Agreement without the consent of any of the Indemnified Third Parties, even if that amendment affects or will affect the rights conferred on any Indemnified Third Party hereunder.
    9. This clause 9 shall survive the termination or expiry of this Agreement.
  9. Payment Terms
    1. Praksi will issue an invoice statement to the Partner twice a month (the “Invoice Statement”) which will set out, in the account summary at the top of the Invoice Statement (the “Account Summary”):
      1. the balance carried over from the previous Invoice Statement, if any;
      2. what Praksi owes the Partner in respect of Fulfilled Bookings in the period since the last Invoice Statement;
      3. what the Partner owes Praksi in respect of Charges since the last Invoice Statement (e.g. Sign-Up Fee, Processing Fee, Commission etc.) (such amounts to be deducted from any amount owed at 10.1(b) above); and
      4. the resulting account balance (the “Closing Balance”) payable either by Praksi to the Partner or the Partner to Praksi.
    2. The Invoice Statement will also itemise all categories of Bookings and Charges including:
      1. Fulfilled Bookings where the Customer prepays the total amount payable;
      2. Fulfilled Bookings made using the “Pay at Venue” option;
      3. Charges payable to Praksi by the Partner which are not directly tied to a collection by Praksi of payment for a specific Booking from a Customer (that is, where the Sign-Up Fee is due, or where such other Charges or amounts are from time to time payable by the Partner to Praksi); and Cancellations.
    3. If the Closing Balance is negative, Praksi will transfer the Closing Balance to the Partner within 3 to 5 Business Days of the date of the Invoice Statement (provided the Partner has provided their bank details to Praksi) and no further action in respect of that Invoice Statement will be required by the Partner.
    4. If the Closing Balance is positive, the Partner will be required to transfer the Closing Balance to Praksi within 14 days of the date of the Invoice Statement to the account details listed in the Invoice Statement by whichever means the Partner chooses out of those made available by Praksi at the relevant time and which may include any and all of bank transfer, credit card, direct debit mandate and/or recurring payment set-up. If the Partner has any concerns regarding the Invoice Statement or its ability to transfer the Closing Balance within the required timeframe, the Partner should contact Praksi as soon as possible.
    5. If the Closing Balance is zero, the Invoice Statement will state that the Closing Balance is settled and there is nothing further for Praksi or the Partner to do in respect of that Invoice Statement.
    6. In respect of Praksi Bookings, the following terms and conditions shall apply:
      1. Praksi receives pre-payments from Customers as the Partner's commercial agent and the Customer's debt to the Partner in respect of that shall be discharged when the pre-payment is received by Praksi;
      2. unless otherwise agreed in writing between Praksi and the Partner, any onward payment of amounts collected by Praksi and due to the Partner will be strictly subject to the Partner having provided the Partner Services pursuant to a Booking in accordance with this Agreement; and
      3. subject to clause 10.6(b) above being satisfied by the Partner, onward payment of any Closing Balance will be payable by Praksi or the Partner, as applicable, in accordance with clause 10.3 or 10.4 above.
    7. The Partner shall make all payments due to Praksi in accordance with clause 10.4 without any deduction whether by way of set-off, withholding, counterclaim, discount or otherwise. If any sum due from the Partner to Praksi under these terms is not paid on or before the due date for payment, all sums owing by the Partner to Praksi shall become due and payable immediately and without prejudice to any other right or remedy available to Praksi, Praksi shall be entitled to:
      1. suspend or terminate its provision of the Praksi Services and this Agreement, including disabling the Partner’s listing on the Website and App, until arrangements as to payment or credit have been established which are satisfactory to Praksi;
      2. charge the Partner the cost of obtaining judgment or payment, to include all reasonable professional costs (including legal fees) and other costs of issuing proceedings or otherwise pursuing a debt recovery procedure; and
      3. where the Partner has multiple venues with Praksi, offset the sums due from Partner to Praksi against payments due by Praksi to the Partner in relation to those other venues.
    8. The Partner shall be responsible for any refunds, chargebacks, banking charges or other administrative expenses (“Bank Charges”) incurred by Praksi as a result of Partner’s failure to notify Praksi in advance of changes in payment details and/or arrangements, including but not limited to:
      1. bank account details;
      2. cancellation of a direct debit mandate;
      3. insufficient funds;
      4. card expiry
    9. Praksi reserves the right to deduct any sums payable to Praksi by the Partner and any such Bank Charges, from any balance collected by Praksi on behalf of the Partner, prior to onward payment of any Closing Balance to the Partner.
    10. All payments due from Praksi to the Partner shall be made via bank transfer using the bank details provided by the Partner to Praksi (and as set out in the Invoice Statement) and it is the Partner’s responsibility to ensure that these details are correct. Praksi will only make payments due to the Partner directly to the Partner and cannot make payments to any third party. The Partner shall fully indemnify Praksi and hold Praksi harmless against any losses, damages or claims arising out of the Partner’s failure to notify Praksi of a change of bank account details including but not limited to any Bank Charges incurred by Praksi as a result.
    11. Praksi reserves the right to charge interest on all amounts payable to Praksi from the Partner which are not paid by the relevant due date at the legal interest rate. Such interest will accrue on a daily basis from the date on which payment became overdue up to the date on which Praksi receives the full outstanding amount together with all accrued interest.
    12. In the event of a dispute between Praksi and the Partner, any undisputed amount of Commission will be paid in accordance with this clause 10 to Praksi. The Partner must notify Praksi of its disagreement within 14 days of receipt of the Invoice Statement setting out in detail the reason. If the Partner fails to do so, the Invoice Statement shall be deemed accepted by the Partner.
    13. The Partner is responsible for withholding and reporting taxes applicable to the Commission in accordance with all applicable laws and the requests of the relevant tax authorities, including for any interest and penalties imposed for late payment or failure to withhold. If required, the Partner shall be solely responsible for agreeing with the relevant tax authorities on the tax treatment of the Commission. The Partner shall on the request of Praksi provide copies of tax payment certificates and/or tax exemption certificates. The Partner represents and warrants that it is duly registered with all relevant tax authorities, where applicable.
    14. The Partner understands and acknowledges that Praksi is a commercial booking agent and does not provide the Partner Services to the Customer. The contract for the Partner Services is between the Partner and the Praksi Customer and as a result, it is the Partner’s responsibility, if the Partner is VAT registered, to charge VAT on the total value of the Booking and to provide a VAT receipt to the Customer, if requested. Praksi only charges VAT to the Partner on the Commission, in consideration for the provision of the Praksi Services.
    15. In the event of fraudulent or alleged fraudulent activities by the Partner or if Praksi is required by law, court order, governmental instruction, arbitrational decision or by its cancellation policy to make a refund, of all or part of a Booking, Praksi reserves the right to claim repayment from the Partner of any amount required to be repaid by Praksi to the Customer and for any Bank Charges relating thereto.
    16. Any breach of this clause 10 by the Partner will be a Material Breach of this Agreement.
  10. Term of the Agreement
    1. This Agreement commences on the Effective Date and will remain in force until it is terminated in writing on not less than 30 days’ notice by either party.
    2. Either party shall be entitled to terminate this Agreement with immediate effect by written notice to the other if:
      1. the other party commits a Material Breach of any of the provisions of this Agreement (including but not limited to a breach of clauses 6.1, 6.2, 6.5, 6.6, 6.7, 6.10, 6.14, 6.15, 6.16, 7.5, 8, 9.5 and/or 10) and either that breach is not capable or, in the case of a breach capable of being remedied, that party fails to remedy the same within 7 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;
      2. the other party is in persistent non-material breach (whether remediable or not) of any of the provisions of this Agreement;
      3. an encumbrancer takes possession or a receiver is appointed over any of the property or assets of that other party;
      4. that other party makes any voluntary arrangement with its creditors or becomes subject to an administration order;
      5. that other party goes into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the company resulting there from effectively agrees to be bound by or assume the obligations imposed on that other party under this Agreement);
      6. anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other party; or
      7. the other party ceases, or threatens to cease, to carry on business.
    3. Termination of this Agreement, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.
  11. Confidentiality
    1. Each party acknowledges that, whether by virtue of and in the course of this Agreement or otherwise, it may receive or otherwise become aware of information relating to the other party, their marketing plans, their clients, customers, businesses, business plans, finances, technology or affairs, which is proprietary and confidential to the other party (“Confidential Information”).
    2. Each party undertakes to maintain and procure the maintenance of the confidentiality of Confidential Information at all times and to keep and procure the keeping of all Confidential Information secure and protected against theft, damage, loss or unauthorised access, and not at any time, whether during the term of this Agreement or at any time thereafter, without the prior written consent of the owner of the Confidential Information, directly or indirectly, use, disclose, exploit, copy or modify any Confidential Information, or authorise or permit any third party to do the same, other than for the sole purpose of the performance of its rights and obligations hereunder.
    3. The terms of and obligations imposed by this clause 12 shall not apply to any Confidential Information which:
      1. at the time of receipt by the recipient is in the public domain;
      2. subsequently comes into the public domain through no fault of the recipient, its officers, employees or agents;
      3. is lawfully received by the recipient from a third party on an unrestricted basis; or
      4. is already known to the recipient before receipt hereunder.
    4. The recipient may disclose Confidential Information in confidence to a professional adviser of the recipient or if it is required to do so by law, regulation or order of a competent authority.
    5. This clause 12 shall survive the termination or expiry of this Agreement.
  12. Liability
    1. Subject to clause 13.2, Praksi’s maximum aggregate liability under or in connection with this Agreement, or any related contract, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed the Charges due and payable to Praksi here under on the date of the event giving rise to the relevant claim. Further, Praksi shall not be liable for any loss of income or profits, loss of contracts, goodwill, or other intangible losses or for any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise (even if Praksi has been advised by the Partner of the possibility of such loss or damage).
    2. Nothing in this Agreement shall exclude or in any way limit Praksi’s liability for fraud or for death or personal injury caused by its negligence or for its wilful default or any other liability to the extent the same may not be excluded or limited as a matter of law.
    3. This clause 13 in its entirety shall survive the termination or expiry of this Agreement.
  13. Miscellaneous
    1. All rights to the Website, App, Partner Sites and the content on it, including, without limitation, Customer reviews, save for Partner Content, and all other Intellectual Property Rights belonging to or licensed to Praksi, remain vested in Praksi at all times. Nothing in this Agreement shall give the Partner any rights in respect of any such Intellectual Property Rights or of the goodwill associated therewith. In order to streamline the Website and the content on it (including the Partner Content), Praksi may, at its absolute discretion and from time to time, amend the format, content and style of venue page descriptions, photos and menus.
    2. In the event of a change of control or senior management of the Partner, the Partner must bring the existence and terms of this Agreement to the new owner or manager’s attention and inform Praksi of the relevant new personnel’s contact details.
    3. Any notice, invoice or other communication which either party is required to serve on the other party shall be sufficiently served if sent to the other party at the address specified in this Agreement (or such other address as is notified to the other party in writing or by email). Notices sent by registered post or recorded delivery shall be deemed to be served three Business Days following the day of posting. In all other cases, notices are deemed to be served on the day when they are actually received.
    4. We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities, so please review our terms regularly.
    5. The relationship of the parties is that of independent contractors dealing at arm’s length. Except as otherwise stated in this Agreement, nothing in this Agreement shall constitute the parties as partners, joint ventures or co-owners.
    6. Neither party may assign, transfer, charge, sub-contract or otherwise deal with any part or all of this Agreement without the prior written consent of the other party (not to be unreasonably withheld, conditioned or delayed).
    7. Subject only to the provisions of clause 9.7 and 9.8, a person who is not a party to this Agreement has no right to enforce any term of this Agreement.
    8. The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party’s right later to enforce or to exercise it.
    9. If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms.
    10. This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing.
    11. This Agreement shall be governed and interpreted in accordance with the laws of the Netherlands. The parties submit to the exclusive jurisdiction of the Dutch courts to settle any dispute arising out of or in connection with this Agreement.