1. OBJECT AND DEFINITIONS
1.1 The following Terms and Conditions form an integral part of the Partnership Protocol entered into between WOU and the Partner.
By registering as a WOU Partner, the Partner agrees to be legally bound by these Terms and Conditions. Expressions started with capital letter not defined in these Terms and Conditions will have the meanings set out in the Privacy Policy. Expressions started with capital letter in this Privacy Policy will have the meanings set out below.
1.2 Definitions
WOU Code: means the code, voucher, ticket, coupon, QR Code, card and / or password, or equivalent, issued to the User by WOU and made available in the personal area and email, at the moment of submission a Product / Service booking.
Registration Code: proof of registration for a WOU Event, which must be shown on the spot to the WOU Collaborator, Partner or other authorized official, to validate the entrance into the WOU Event.
WOU Event: event organised and carried out by WOU.
Support Line: telephone contact, available on the Website, which provides support services to the User/Visitor and Partners.
Partner: designates the legal entity that provides one or more Products/Services included in a WOU Plan.
Partnership: agreement between WOU and the Partner that allows the latter to have their Product/Service available for sale on wou.pt.
WOU Plan: designates the Product/Service provided by the Partner and can be purchased by Users for a period of time.
Intellectual Property: means (i) patents, pending patent applications, designs, trademarks and trade names (registered or not), copyright and related rights, rights relating to databases, knowledge and confidential information, (ii) any other intellectual property rights and similar or equivalent rights worldwide, which currently exist or are recognized in the future, and (iii) orders, extensions and renewals in relation to any of these rights.
Product/Service: means the product or service provided by the Partner to Users.
Support Service: set of means of contact between WOU, Users/Visitors and Partners.
Website: designates the website www.wou.pt.
User: any person eligible to book a Product/Service on the website www.wou.pt.
Visitor: anyone who accesses the website www.wou.pt but does not formalize any registration.
2. OBLIGATIONS OF WOU
2.1 This agreement defines the promotional services that WOU provides to the Partner.
2.1.1 The Partnership will only be publicized during the period specified in the Partnership Protocol.
2.1.2 Regardless of the format in which the Partnership is advertised by WOU, WOU will make available, among others that are provided by the Partner, the following details about the Partnership: (1) its price, (2) available places, ( 3) schedules of the Products/Services offered, (4) address and location of the Partner's establishment, (5) images of the establishment (Exterior and Interior), (6) Partner's logo, in the formats required by WOU, (7) others special conditions associated with the Product/Service.
2.2 WOU will be responsible for:
2.2.1 Advertise the Partnership on the wou.pt or any other means of communication that WOU, in its sole and absolute discretion, considers appropriate under these Terms and Conditions.
2.2.2 Promote the Partnership to all eligible Users.
2.2.3 Provide, through the Website User's account or email, the WOU Code only to Users who reserve the Partnership Service, through the Website.
2.2.4 Determine which Users are eligible to get the Service, according to their total and absolute discretion. As a general rule, WOU will promote Products/Services based on location (see Privacy Policy).
3. OBLIGATIONS, GUARANTEES AND RESPONSIBILITIES OF THE PARTNER
3.1 This clause defines the Partner's obligations in relation to WOU and the User, stipulated in the Partnership Protocol.
3.1.1 The Products/Services provided by the Partner are available to any customer of the Partner.
3.1.2 Only Users of the Website wou.pt may benefit from the special conditions defined in the Partnership Protocol established with WOU.
3.2 The Partner must refuse to the User the sale and provision of the Products/Services that are the object of the Partnership, for the price and other conditions announced therein, whenever the User has not previously reserved the WOU Plan through the Site. The Partner must request and validate the User the WOU Code.
3.3 The Partner is responsible for ensuring, and hereby expressly guarantees and commits to WOU, that the materials submitted for inclusion in the Partnership are in compliance with the WOU Partnership Standards (as defined below) and that any restrictions and/or limitations applicable to the Partnership are clearly spelled out in any description of the Partnership.
3.4 The Partner is the supplier of the Products/Services covered by the Partnership and will be responsible for ensuring that they respect and comply with all applicable laws.
3.5 WOU's obligations under these Terms and Conditions are to provide Marketing Products/Services under the Partnership. For marketing purposes, the Partner authorizes WOU, free of charge, to use some of its Products/Services as an example in any promotional campaigns.
3.6 WOU rejects any and all responsibility in relation to the Partnership and any Products/Services related to it. Neither WOU nor its employees, directors, officers and representatives or subsidiaries shall be liable for the contract, warranty, damage (including negligence), liability for the Service, tax issues or any other form of liability for any claims, damages or losses, resulting from or related to the provision of any or all Products/Services sold or promised to provide under the Partnership. The Partner hereby expressly agrees to defend and exempt WOU from and against all claims, damages, losses, liabilities, costs and expenses (including lawyers' fees and legal expenses), committing itself to indemnify it, regardless of the negligence verification, for any claim, loss or damage suffered by WOU due to the Partner's violation of these Terms and Conditions and/or the Partnership. WOU may deduct any amount that has been claimed under the above from the amounts eventually payable to the Partner.
3.7 The Partner must carry out its activity in a commercial establishment that fulfills all the mandatory requirements by law for its work.
4. PAYMENT POLICY
4.1 During the trial period, all payments by Users will be made directly to Partners and with the means made available by them.
5. TERMINATION OF PARTNERSHIP
5.1 If a Partner or WOU intends to terminate the Partnership Protocol, either party must:
5.1.1 Communicate this decision by registered letter and acknowledgment of receipt, at least 15 days in advance.
5.2 In case of non-compliance or termination, WOU reserves the right to eliminate all advertising material from the Partner, and this being obliged to do the same.
6. WOU PARTNERSHIP STANDARDS
6.1 This clause defines the WOU Product/Service Standards must be observed by the Partner when proposing a Product/Service to be advertised on wou.pt. Violation of WOU's Product/Service Standards may lead to the termination of the Partnership and the Partner's prohibition on proposing more Products/Services in the future. In addition, as provided in paragraph 3.6, the Partner will be responsible for indemnify WOU for any loss, whether predictable or unpredictable, caused to WOU, due to the Partner's violation of the WOU Partnership Standards.
6.2 Any materials (including text, visual advertising and hyperlinks) included in the Products/Services published on the wou.pt Website must:
6.2.1 Be exact (in the parts that refer to facts).
6.2.2 Be genuine (in the parts that substantiate opinions).
6.2.3 To be in compliance with the applicable legislation in Portugal, as well as with the legislation in force in the respective country from which they are issued.
6.3 The published Products/Services must not:
6.3.1 Contain any defamatory content by any person or, in general, be contrary to law, morals and generally accepted good manners.
6.3.2 Contain any obscene, offensive, hateful or inflammatory content.
6.3.3 Promote sexually explicit, pornographic, criminal or degrading content.
6.3.4 Promote violence or incite dangerous, risky or harmful practices for health and psychological balance.
6.3.5 Promote discrimination based on race, sex, religion, beliefs, nationality, social status, disability, sexual orientation or age.
6.3.6 Infringing any copyright, database rights or any other intellectual property rights.
6.3.7 Be liable to mislead anyone.
6.3.8 Be made in violation of any legal obligation owed to third parties, such as a contractual obligation or a duty of trust.
6.3.9 Promote any illegal activity.
6.3.10 Being threatening, abusing or invading the privacy of others, or causing unnecessary annoyance, inconvenience or anxiety.
6.3.11 Be liable to disturb, alarm or upset anyone.
6.3.12 Be used to represent any person, or to tamper with their identity or their affiliation with any person.
6.3.13 Give the impression that they come directly from WOU.
6.3.14 Advocate, promote or support any illegal act such as, copyright infringement or computer misuse.
7. INTELLECTUAL PROPERTY RIGHTS, OWNERSHIP AND CONFIDENTIAL INFORMATION
7.1 Each party must own and retain all rights, titles and advantages in Intellectual Property rights and materials owned or created by or for that party. Neither party shall make any claims to the contrary. The Partner will indemnify WOU, regardless of the negligence verified, for all complaints, damages or losses suffered by WOU as a result of any claim or action due to the violation of Intellectual Property rights filed against WOU related to the advertised Service or any Intellectual Property rights licensed or that may be licensed by the Partner in favor of WOU, under or with a view to the execution of this Agreement.
7.2 The Partner grants WOU a royalty-free, irrevocable, universal and non-exclusive license to use, make available, reproduce, modify, publish, edit, translate, distribute, execute, display and sub-license, through various levels of sub-licensees, the materials and content provided under this agreement, as well as any other intellectual property rights necessary and/or convenient to advertise the Service on the Website and/or through any other means, means of communication or technology, during the time considered necessary to enable WOU to fulfill its obligations under these Terms and Conditions.
7.3 Each party undertakes to treat with absolute confidentiality all private information received from the other party, regardless of the means and medium of transmission, agreeing and committing itself not to disclose, or in any other way to make such confidential information available to the 3rd party.
8. LIMITATIONS OF LIABILITY
8.1 Nothing in these Terms and Conditions is intended to exclude or restrict or should be construed to exclude or restrict liability for death, personal injury or fraud.
8.2 To the fullest extent permitted by applicable law, and without prejudice to other exclusions in these Terms and Conditions, WOU expressly excludes any and all liability for any of the following losses or damages, regardless of their nature, including, without limitation, by false statements or warranties provided for negligence:
8.2.1 Loss of revenue;
8.2.2 Loss of current or loss of profits (including loss of profits from contracts);
8.2.3 Loss of anticipated savings;
8.2.4 Loss of business;
8.2.5 Loss of opportunity;
8.2.6 Loss of goodwill;
8.2.7 Loss of reputation;
8.2.8 Loss, damage or corruption of data or software;
8.2.9 Wasted expenses;
8.2.10 Any indirect or consequential loss or damage, regardless of how it was caused (including, when such loss or damage is of any of the types specified in paragraphs 8.2.1 to 8.2.9).
8.3 Without prejudice to the provisions of paragraphs 6.1 and 7.2, WOU's liability to the Partner resulting from these Terms and Conditions will be limited, for any event or series of interconnected events.
8.4 Except as otherwise provided in this clause 8, the limitations and exclusions of liability for damages in these Terms and Conditions apply regardless of whether the liability is based on breach of contract, damages (including negligence), breach of warranties, restitution or otherwise for the determination of liability.
8.5 For the purposes of this clause 8, “liability / liabilities” means any and all complaints, claims, actions, compensations, costs (including court costs and other expenses), expenses, damages, losses, fines and other liabilities of any nature.
9. TERM AND TERMINATION
9.1 These Terms and Conditions refer exclusively to the Partnership, and the parties may only resolve them based on the reasons indicated in the following paragraph.
9.2 These Terms and Conditions may be resolved by either party, upon written notification, immediately after the occurrence of any of the following events: (i) if the other party ceases to exercise commercial activity; (ii) if the other party violates any provision of these Terms and Conditions or (iii) in the event of the other party's insolvency, provided that the Partner honors all Products/Services that the WOU Codes issued by WOU to Users under the Partnership , include.
9.3 Clauses 5, 6 and 7, as well as any other provision of these Terms and Conditions must be maintained or enforced in case of termination of these TCs and shall be continued after the termination of these Terms and Conditions, regardless of the respective reason.
10. FINAL PROVISIONS
10.1 These Terms and Conditions are drafted in accordance with the Portuguese legislation in force and applicable and consequently subject to the exclusive jurisdiction of the Portuguese courts.
10.2 These Terms and Conditions constitute the entire agreement between the parties in relation to its object. Each party acknowledges that it does not depend on any declarations, warranties, commitments or representations given or made by the other party in relation to the object of these Terms and Conditions, except in the cases expressly established herein.
10.3 Any information, communication or notification made by WOU to the Partner under these Terms and Conditions may be carried out by hand delivery, sent by registered mail or electronic mail. Any information, communication or notification to be made by the Partner to WOU under these Terms and Conditions may be carried out by hand delivery, sent by registered mail or electronic mail.
10.4 If any clause, paragraph or provision of these Terms and Conditions should be declared invalid, ineffective or inapplicable, in whole or in part, such clause, paragraph or provision must be reformulated to the extent necessary to make it applicable, and such change it will not produce any effects nor affect the validity of the other stipulations provided herein.
10.5 Any third party to this agreement will have no rights under it, without prejudice to the ability of the User to enforce the obligations imposed on the Partner to honor the WOU Codes and provide the Products/Services that are the object of the Partnership.
