Agent Portal Terms & Conditions
Last Updated on April 13th, 2021
AGENT PORTAL TERMS & CONDITIONS
The White Key Villas Agent Portal (hereinafter: “Agent Portal”) is designed by White Key S.A., a company incorporated under the laws of Greece, with a registered seat in Athens, Agamemnonos str., no. 6, 15231, Greece, with VAT Number EL-997942970 (hereinafter: “White Key” or “WK”) to offer White Key’s trusted collaborators access to its entire portfolio, including villas not shown on White Key’s website, real-time prices & availabilities and unbranded web-brochures.
The Agent Portal is meant to serve as a tool, which allows a travel agent to quickly inspire its clients with villa suggestions, their pricing and the dates that they are available. The Agent Portal is not meant to replace the personalized communication with White Key’s Villa Specialists, who will always use their expertise and intimate knowledge of White Key’s portfolio to best match a villa to a specific group.
By accessing, browsing, and using the Agent Portal, you (hereinafter: “Travel Agent”) acknowledge and agree to have read, understood, and agreed to the terms and conditions set out herein (hereinafter: “Terms and Conditions” or just “T&C”).
These Terms and Conditions may be changed by White Key from time to time and in that case there will be an indication at the top of these Terms and Conditions when they were last updated.
Please ensure that you check these Terms and Conditions regularly to view any changes which may have been made to them, because by continuing to use the Agent Portal after any such change, you confirm that you have read and understood, and agree to be bound by any revised Terms and Conditions.
1. DEFINITIONS
For the purposes of these Terms & Conditions, the following terms shall have the following meaning:
1.1. “Booking form” means a written reservation request of Travel Agent to White Key for the rental of any of the Villas;
1.2. “Business Day” means any day from Monday to Friday which is not a public holiday in Greece;
1.3. “Confidential Information” means any information included in Agent Portal or related to White Key that is confidential, proprietary, or otherwise not generally available to the public, which includes, without limitation, data related to Villas, price lists, selling methods and trade and marketing techniques, and/ or promotional concepts, business plans, forecasts, whether provided in writing, verbally, electronically or in any other manner as well as the terms of these Terms & Conditions.
1.4. “Hidden Gem Collection” means any villas which are not displayed on the Official Website of White Key;
1.5. “Intellectual Property Rights” means any and all intellectual property rights related to the content of Agent Portal and of the Official Website, including indicatively trademarks, service marks, distinctive signs, trade names, trade dress, domain names, copyrights and related rights, including rights to software, photographs, texts, graphic designs, videos and to website content in general, patents, designs, formulae, trade secrets, know-how etc., and any tangible embodiments of any of the foregoing in any medium;
1.6. “Official Website” means www.whitekeyvillas.com;
1.7. “Party” means White Key and Travel Agent, respectively, and “Parties” means both of them collectively;
1.8. Unbranded Presentations means unbranded web-brochures related to the Villas and included in Agent Portal, which are white-labeled and do not have White Key Villa’s name and signs on them. Each brochure corresponds to one Villa and has a unique code and it is not named after the respective villa;
1.9. “Villas” means any villa displayed in Agent Portal, including Hidden Gem Collection.
2. AGENT PORTAL
2.1. Agent Portal. Travel Agent acknowledges and accepts that Agent Portal constitutes only an information tool, providing Villa suggestions, their prices, and the dates that are available. A booking of a Villa may not be concluded without prior confirmation by White Key and a Booking Form signed by both Parties.
2.2. Access. Travel Agent will access Agent Portal through a URL, that will be provided from White Key and will contain a unique code-number and Travel Agent’s surname; these URLs are strictly personal, and Travel Agent is responsible for maintaining that personal nature. These shall not be used by any third person non-authorized by White Key. White Key reserves the right to revoke Travel Agent’s access to the Agent Portal at any time, without prior notification and without due cause.
2.3. Disclaimer for prices and availability. Travel Agent acknowledges and accepts that prices and available dates shown in Agent Portal are accurate to the best of White Key’s knowledge at any given time and are subject to changes without immediately reflecting on Agent Portal. Prices and available dates shown in Agent Portal cannot be assumed as final and binding for White Key and be presented as such to Travel Agent’s clients since a prior confirmation by the Villa’s owners is always needed. White Key does not undertake any responsibility for prices and availabilities offered by Travel Agent to its clients, until re-confirmation and an option placed on a Villa for a particular client.
2.4. Discounts. Travel Agent acknowledges and accepts that Agent Portal displays prices on a weekly basis, based on the changeover days as shown in the chart and the prices include all services described in the Unbranded Presentation. Discounts for smaller parties, or pricing for partial weeks must always be confirmed by White Key.
2.5. Additional Services. Services additional to those described in each Villa’s presentation can be arranged for all Villas and their availability and pricing must be confirmed by White Key.
2.6. Exclusivity. As far as the Villas are concerned, Travel Agent undertakes the obligation to work exclusively with White Key for the rental of any of the Villas to its clients. Any kind of use or exploitation of the content of the Agent Portal and/or of the Official Website and/or of any of the Confidential Information and/or of any of the Intellectual Property Rights for the sole benefit of Travel Agent and/or of any third party other than White Key is strictly forbidden.
2.7. General Disclaimer. White Key shall not be held liable for any errors, omissions, inaccuracies or lack of information contained in Agent Portal. Without limiting the foregoing, White Key does not make any warranty that the access to Agent Portal will be uninterrupted, timely, secure or error-free. No information obtained by Travel Agent from the Agent Portal shall create any warranty not expressly made herein. The content of Agent Portal is provided "as is" and "as available" and White Key expressly disclaims all other express or implied warranties.
3. INTELLECTUAL PROPERTY RIGHTS
3.1. Ownership. Travel Agent acknowledges and accepts that White Key is and shall remain the owner (or the licensee, respectively, based on its agreement with any rights holders) of any Intellectual Property Rights. The use of Agent Portal and the application of these T&C do not result in any way to a transfer of any Intellectual Property Rights or to the granting of any license of use of any Intellectual Property Rights not specifically defined herein. Travel Agent shall ensure that any of its employees do not (i) challenge or interfere with the Intellectual Property Rights or (ii) use (except as expressly allowed in clause 3.2. below) any of the Intellectual Property Rights. Any other use of the Intellectual Proprietary Rights is strictly prohibited, including indicatively the reproduction, modification, transmission, translation, distribution, downloading, displaying, transmitting via social media or blogs or any decomplication, reverse engineering or translation of any software, in whole or in part, without the explicit prior written permission of White Key.
3.2. License. During the term of these Terms & Conditions, Travel Agent is entitled to view, copy and print any documents, information, photographs and material from Agent Portal but only for the purposes of, and in connection with the rental of the Villas to its clients via White Key. This usage shall take place only during the private communications between Travel Agent and its clients and Travel Agent should always acknowledge the respective WK’s ownership. White Key may, in its discretion, withdraw and revoke any authorization of any of the Intellectual Property Rights if it believes, in its discretion, that Travel Agent is using them inappropriately.
3.3. Standards and Approval. Travel Agent agrees to adhere to any terms that may be imposed from time to time and be communicated to it by White Key for the exercise of the Intellectual Property Rights.
3.4. Enforcement. Travel Agent shall promptly notify White Key if becomes aware of any person or entity that may be infringing any Intellectual Property Rights. Travel Agent shall, at its own expense and cost, fully cooperate with all efforts of White Key to protect the Intellectual Property Rights. White Key has the sole right to determine whether to initiate litigation, enter into any settlements or other agreements, or otherwise take any action with respect to any alleged infringements of Intellectual Property Rights.
4. TERM AND TERMINATIOΝ
4.1. Term. The term of these Terms & Conditions begins from their acceptance by the Travel Agent and continues until Travel Agent seizes to have access to Agent Portal based on the terms below.
4.2. Termination For Convenience. White Key may terminate the business relationship with Travel Agent in whole and therefore revoke its access to Agent Portal, without cause and without liability at any time upon giving Travel Agent two (2) Business Days prior written notice of termination.
4.3. Grounds For Termination. White Key may terminate the business relationship with Travel Agent immediately in whole and therefore revoke its access to Agent Portal, without prior notification in the following events:
a. Travel Agent becomes insolvent, liquidates its business, files or has filed against it a petition in bankruptcy or insolvency, makes a general assignment for the benefit of its creditors, has a receiver or trustee appointed for its business or properties, or invokes the provisions of any law for the relief of debtors;
b. upon the occurrence of any of the following events or contingencies, each of which is deemed to be against these Terms & Conditions:
b.1. Any changes in ownership in or management of Travel Agent;
b.2. Travel Agent transfers or assigns, or attempts to delegate, transfer or assign, any WK’s interest included in these Terms & Conditions without WK’s prior written consent;
b.3. WK discovers that information included in any written or oral communication, that is provided by Travel Agent, is materially false or inaccurate;
b.4. Travel Agent breaches any of these Terms & Conditions.
b.5. The promulgation of any applicable laws, rules, or regulations, or the issuance of any decision or order by any court or other tribunal, that White Key believes in its opinion will render unlawful, unenforceable, or void any material principal rights or Travel Agent’s obligations under these Terms & Conditions, or will result in additional, material restrictions, costs, burdens or a material reduction in WK’s benefits according to these T&C.
4.4. Effect of Termination. Upon termination of these T&C for any reason:
4.4.1. White Key will revoke the access of Travel Agent to Agents Portal;
4.4.2. Travel Agent shall a) stop operating, representing, and holding itself out as an authorized WK’s Travel Agent, including, without limitation, by removing or destroying any and all signs that designate it as an authorized WK’s travel agent and b) notify and ensure that third parties who may publish, list, or broadcast Travel Agent’s name as an authorized travel agent of White Key discontinue such publications or broadcasts;
4.4.3. Travel Agent shall:
a. discontinue any and all use of Confidential Information;
b. discontinue any use of Intellectual Property Rights.
4.4.4. All signed Booking Forms before the effective date of termination shall continue in effect.
4.4.5. Upon request by White Key, Travel Agent shall, at its expense, return to White Key all Confidential Information and any other materials, documents, photographs, that it received during the use of Agent Portal.
5. CONFIDENTIAL INFORMATION
5.1. Travel Agent acknowledges that in connection with these Terms & Conditions, it may receive or have access to certain Confidential Information. Travel Agent shall not disclose any information regarding the owner of any Villa (personal data such as name, surname, telephone number, home address etc.), unless a booking agreement between the client and the Villa owner will be made. In that case, Travel Agent’s clients will only become aware of the owner’s personal details that are needed to be provided for the execution of the booking agreement (i.e. name, surname, VAT number e.tc.). Apart from this, the disclosure of any Confidential Information is strictly forbidden.
5.2. Travel Agent shall not use the Confidential Information for any purpose whatsoever other than the provision of the services as stated in these Terms & Conditions or disclose the Confidential Information to any third party, and shall keep the Confidential Information secret in perpetuity, i.e. even after the business relationship between WK and the Agent is terminated for whatever cause or in whatever manner.
5.3. Travel Agent may disclose the Confidential Information only to those of its employees, who need to know such information. In addition, prior to any disclosure of such Confidential Information, the recipient shall be made aware of the confidential nature of the Confidential Information and shall execute, or shall already be bound by, a non-disclosure agreement containing terms and conditions consistent with the T&C stated herein. In any event, Travel Agent shall be responsible for any breach of this Section of the Terms & Conditions by any of its employees. Travel Agent shall use the same degree of care to avoid disclosure of the Confidential Information and shall respect the confidential nature of the information as its own.
5.4. Notwithstanding the foregoing, the obligation of confidentiality shall not apply to any disclosure of information which (i) is in or comes into the public domain without violation of these Terms & Conditions by Travel Agent, (ii) was in the possession of Travel Agent prior to receipt from WK and was not acquired by Travel Agent from WK under an obligation of confidentiality or non-use, (iii) is acquired by Travel Agent from a third party not under an obligation of confidentiality or non-use, or (iv) is independently developed by Travel Agent, without the use of any Confidential Information of WK.
5.5. All materials given to Travel Agent will only be used for the provision of its services, based on these Terms & Conditions. They will not be used for any other purposes in any shape or form.
5.6. Travel Agent will inform immediately and without delay White Key in case of illegal use or disclosure of any Confidential Information or any other breach of these Terms & Conditions. Travel Agent’s employees will cooperate with WK in every reasonable way in order to recover any Confidential Information and prevent further illegal use or disclosure.
5.7. Travel Agent acknowledges that the disclosure or delivery to it of any information related to the services included in these Terms & Conditions will not produce or generate or substantiate any property rights, licenses for use of the trademark, copyrights, intellectual property rights or any other rights on the information.
6. LIABILITY AND INDEMNIFICATION
6.1. Limitation. In no event, whether as a result of breach of contract, warranty, or tort shall White Key be liable to Travel Agent for any direct, indirect or consequential damage or loss caused or alleged to be caused by or in connection with use of or reliance on any information or services available on or through the Agent Portal including, but not limited to, lost profits, facilities costs, downtime costs, loss of goodwill, or claims by Travel Agent or its clients. White Key has no responsibility for the quality and maintenance of the Villas. The owners are responsible for ensuring that the Villas are at the exact same situation as shown in the photos included in Agent Portal. Nothing in these Terms and Conditions excludes or limits a party's liability for death or personal injury, infringement of freedom or honor/dignity caused by negligence, or to damages caused by gross negligence or willful misconduct.
6.2. Indemnification. Travel Agent shall defend, indemnify, and hold harmless White Key and its respective employees, managers, directors, contractors, affiliates (collectively the ‘White Key parties’) from and against any and all claims, suits, causes of action, demands, liabilities, damages, losses, costs, and expenses whatsoever (including any reasonable legal and accounting fees) arising from or related to the acts or omissions of Travel Agent or its employees (including, without limitation, your access or use of the Agent Portal and the breach of these T&C).
7. PRIVACY POLICY
For a detailed explanation of how White Key will collect, use and store information relating to Travel Agent and WK’s commitment to protecting its privacy, Travel Agent is encouraged to review WK’s Agent Portal Privacy Policy.
8. GENERAL
8.1. Independent contractors. White Key and Travel Agent are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between Travel Agent and White Key is intended or created by these Terms and Conditions.
8.2. Governing Law. These Terms & Conditions shall be governed by and construed in accordance with Greek Law.
8.3. Dispute Resolution. All disputes, controversies or claims between WK and Travel Agent arising out of or in connection with these T&C (including its existence, validity or termination) shall be finally resolved by the competent courts of Athens, Greece, to the exclusive jurisdiction of which the Parties hereby irrevocably submit themselves.
8.4. Assignment. Travel Agent shall not, voluntarily or otherwise, transfer or assign any rights or interest in this Agreement without White Key’s prior written consent, and any attempted assignment without such consent shall be null and void.
8.5. Contact. For any reason, Travel Agent is welcome to contact White Key via the following e-mail address: [email protected]