BUSINESS TERMS AND CONDITIONS

FOREWORD

Dear Company, by accepting these Terms and Conditions, you hereby declare that:

• to be aware that the complete insertion of the data requested in the form ("Form") of Registration, sent by email by Cyclando, and its subscription in electronic mode (through the special button called "Register"), is equivalent to contractual acceptance of this document and the Annexes;

• having read and accepted, without reservation, all the provisions and clauses provided for in this document, set out in full below;

• having read, understood and accepted the terms and conditions on the processing of personal data

• having read, understood and expressly accepted, pursuant to and for the purposes of Art. 1341 of the Italian Civil Code, the following provisions of the Terms and Conditions: "OPERATION OF THE SERVICE"; "WARRANTIES"; "NON PERMITTED USE"; "LIMITATIONS OF LIABILITY"; "MODIFICATIONS TO THESE TERMS"; "EXPRESS TERMINATION OF THE CONTRACT"; "TERMINATION OF THE CONTRACT"; "NULLITY"; "APPLICABLE LAW AND COURT OF JURISDICTION"; "GENERAL CLAUSE".

DEFINITIONS

For the purposes of these Terms and Conditions and the Annexes, the definitions set out in this article shall apply.

Annexes: are the documents with legal value that can be consulted on the Website, including but not limited to: the privacy policy and the cookie policy.

Commission: is the amount retained by Cyclando for the provision of the Service, already included in the Sale Price.

Client/s: is the natural person and/or legal entity, tour guide, tour operator and/or accommodation facility, who uses the Platform in order to send their Packages to Cyclando for sale via the Platform. 

Customer/s and/or User/s: is the natural person who can purchase Packages on the Platform.

Cyclando and/or Company: is the company Cyclando S.r.l. with registered address in Modena, via Placido Rizzotto n. 90, CAP 41126 - Modena (MO), e-mail [email protected], PEC [email protected].

Element/s: means one or more of the main features of the cycle touring that collectively form a Package (by way of example but not limited to: tour’s name, departure date, etc.).

Information Sheet: is the document that the Client sends to Cyclando containing all the descriptive details of the Elements for the definition and structuring of the Package, in order to publish it on the Website.

Package: means the complete commercial offer of the cycle touring that the Customer can view and/or purchase on the Site, as defined in Article 34 of the Tourism Code.

Publication: consists of the publication by Cyclando of the Packages on the Platform following receipt and verification of the Information Sheet sent by the Company. 

Registration: this is the data entry process that the Client must carry out using the form provided by the Client in order to access the Service. This process is analytically described in the "Working of the Service" section of this document.

Sale Price: is the amount that the Customer must pay to the Company for the purchase of a Package on the Platform.

Service: is the service offered by Cyclando, through the Platform of the same name, which allows Customers to purchase Packages and Clients to sell them.

Site: is the following domain www.cyclando.com owned by Cyclando S.r.l.

Software and/or Platform: is the software platform designed, created and marketed by Cyclando, accessible through the Site and aimed at the online sale of the Packages offered by the Clients and purchasable by the Customers.

Terms and Conditions: is this document that regulates the general terms and conditions between Cyclando and each of the Clients.

SUBJECT

These general Terms and Conditions, together with the Annexes, govern the contractual relationship between Cyclando, owner and operator of the Service, and each Client. 

The acceptance of the Terms and Conditions and the Annexes by the Client constitutes the prerequisite for Registration and use of the Service. 

The Client declares that it has carefully read these Terms and Conditions and the Annexes before registering and accessing the Service. 

The Client, without having to physically sign any paper form, may sign these Terms and Conditions and the Annexes, after having completed entering the required data in the electronic Form available on the mail sent by Cyclando and finally selecting the "Register" button. The selection of the above button shall be understood as a subscription to all effects of the Terms and Conditions and the Annexes, as well as of the Civil Code regulations contained therein.

Through Registration to the Service, the Client agrees to receive information by Cyclando via e-mail and/or SMS to facilitate the use of the Service.

WORKING OF THE SERVICE

SERVICE DESCRIPTION

Cyclando, through the Platform, offers Clients a tool that enables them to sell Packages.

The Service can be provided in the following ways:

• The Client sends the Packages to Cyclando in order to have them published on the Platform, setting the Sale Price ("Monobrand Offer");

• Cyclando selects the Elements offered by different Clients, creating a unique Package that can be resold to Customers ("Multibrand Offer");

• Cyclando, by sending a specific form to the Clients ("Form"), requests the Clients to create customised offers ("Custom Offer"), as requested by Cyclando in the Form. In that case the Client states the Sale Price.

COMMISSION

Cyclando undertakes to pay to the Client the Sale Price, minus the Commission, upon issue of invoice and/or statement of account, by bank transfer and/or other method agreed with the Client, not later than the date of departure of the Client unless otherwise agreed from time to time with the Client .

The amount that Cyclando shall transfer to the Client corresponds to the Sale Price minus the Commission (as agreed from time to time during Activation with each Client).

ACCESSING THE SITE

Each Client, in order to be able to use the Service, must access the website www.cyclando.com, once the Registration phase has been completed.

REGISTRATION, VERIFICATION AND ACTIVATION

- Registration and verification

Registration is possible only through the Form received by e-mail from Cyclando. 

During Registration, when filling in the Form, the Client may be asked for all or some of the following data:

- company name;

- VAT number;

- telephone number;

- address;

- postal code;

- city and region/state;

- bank account holder;

- IBAN;

- swift code;

- name, surname and email of the Client contact person;

- cancellation policy.

The Client, during Registration, agrees to enter the requested data in the Form in order to complete the Registration. 

The Client, in order to complete the Registration process, must wait for the positive outcome of the verification phase carried out by the Company.

Only if formal irregularities are found at the end of the Registration phase, Cyclando will send a written communication to the Client by e-mail (the "Communication of Irregularities").

- Activation 

In the event that the Client does not receive any Communication of Irregularities from Cyclando, within 15 (fifteen) days from the filling in the Registration Form, the activation is considered concluded (the "Activation"). 

Cyclando acknowledges that all the data communicated by the Clients are true and, therefore, the verification of the truthfulness thereof is not responsibility of Company. It is understood that the Client agrees to indemnify the Company for damages resulting from the falsity or inaccuracy of the data communicated by the Client.

The Client is obliged to promptly inform Cyclando of any change in personal information, communicated during Registration, that occurs during the validity of the contractual relationship. This information includes personal data and payment information.

If the Client encounters any problems during Activation, it must send an e-mail to [email protected] with the subject line “Service Activation”.

Once the Activation phase has been completed, the Client may view the Packages published by the Company and, if it finds any differences with the Package sent by e-mail to Cyclando, it may request to correct and/or modify it by sending a communication to the Company no later than 15 (fifteen) days from Publication. 

The data entered during Registration will be processed in accordance with Cyclando's privacy policy, which can be consulted in the "Privacy Policy" section of the Website, available in full at the following link. If the Client complains of irregularities regarding the management of its personal data communicated during Registration, or simply wishes to request its cancellation, it can contact Cyclando at the following e-mail address [email protected], indicating "CANCELLATION OF PERSONAL DATA" as the subject.

RULES OF CONDUCT

The Service and all rights related to it are and shall remain the property of Cyclando, which, by adhering to these Terms and Conditions and the Annexes, does not intend to transfer to the Client any rights related to the Service, the Platform or in relation thereto except as expressly provided in the aforesaid contractual documents. Cyclando also does not authorise the Client to use or refer in any way to the names, logos, products of the Service and trademarks of Cyclando, except where expressly permitted and/or otherwise provided for in this document and the Annexes.

The Client undertakes to respect and execute in good faith and with the diligence of a good father, the commitments undertaken and deriving from the use of the Service, contained in this document Terms and Conditions and in the Annexes as long as it remains a client of Cyclando.

The Client, by accepting these Terms and Conditions, declares that it is in possession of all authorisations and/or certifications required by law that regulate the performance of the activities that are provided to Customers. In this regard, Cyclando reserves the right to request the Client to provide the aforementioned authorisations and/or certifications. It is understood that the Client agrees to indemnify the Company for damages deriving from the false or erroneous certifications shared by the Client.

The Client acknowledges that, following the purchase of a Package by the Customer, it shall behave correctly and in accordance with the provisions of the law and this document towards Cyclando and the Customer. Therefore, if after the purchase of a Package, the Client defaults, in whole or in part, to the Customer, will be held liable to the same. In this case, the Client expressly indemnifies Cyclando against any claims by the Customers, their assignees and/or third parties for direct and/or indirect damages that may arise from conduct performed or not performed by the Client. The same provisions apply in the event that the Client, or its conduct, does not comply with the law and/or this document.

It is understood that Cyclando shall also not be held liable in the event that the Client makes any changes to the conditions of travel in the period between the date of purchase of the Package and the date of commencement of the cycle tour.

WORKING OF THE SERVICE 

• • MONOBRAND OFFER

The Client, only and exclusively after having successfully completed the Activation process, may use the Platform as a showcase to offer its Packages to Customers interested in purchasing cycling trips.

The Client may send the Information Sheet to Cyclando via a special form/email to [email protected]. The Information Sheet must necessarily indicate the elements that will form the specific Package. In particular:

• Name of the tour;

• Type of tour route (asphalt, gravel..);

• Route of the tour;

• Departure date of the tour;  

• Duration of the tour; 

• Route;

• Tour duration;

• Tour stops;

• Accommodation provided during the tour;

• Type of accommodation;

• Brief description of the tour and its highlights;

• Planned and optional experiences during the tour;

• Recommended minimum age for the tour;

• Minimum number of participants, if any;

• Photos of the tour route and main attractions;

• Kilometres and height profiles of each stage;

• Make and model of the type of bike available;

• Roadbook example;

• Services included/not included in the package;

• Billing conditions;

• Terms of payment;

• Required fee to be paid by the Customer for the purchase;

• Fees charged to Cyclando if the tour is not provided directly at net price;

• Tour cancellation terms;

• Necessary security measures to be provided by the Customer;

• …Any other necessary information required from time to time by Cyclando.

Cyclando, following receipt of the Information Sheet, reserves the right to request implementations from the Client in order to arrive at the final structuring of the Package that will be published, subject to the Client's acceptance, on the Site. Cyclando may also make functional improvements to make the Information Sheet, and therefore the content of the Package sold by the Client, more attractive from a purely graphical and commercial point of view (“Improvements”). It is understood that the Improvements to the Information Sheet do not entail any additional cost for the Client.

If Cyclando intends to make any changes to any of the Essential Elements set out in the Information Sheet sent by the Client (in particular: date of departure, program, services included in the cycle tour, ......), it must first request and receive written approval from the Client, otherwise it will not be possible to proceed with the Publication. Following the Publication, the Company shall not be held liable in any way to the Customer for any failure, in whole or in part, on the part of the Client with regard to the provision of the services contained in the Packages purchased by the Customers.

• • MULTI-BRAND OFFER

Cyclando reserves the possibility of aggregating services offered by different Clients, it being understood that the Client that signs this document accepts what has just been stated, without prejudice to the possibility of the latter to propose Elements or services of partners and/or affiliated companies. 

The Sale Price of the Pluribrand Offer is identified by the sum of the amounts relating to each Element provided by the individual Client that form this Package.

Each Client will be held responsible for the individual Elements provided by the same, exonerating Cyclando and the other Clients that provide different services within the same Package purchased by the Customer.

• • CUSTOM OFFER

Cyclando has the right to publish costumised offers on the Platform. In this regard, the Company may contact the Clients to proceed with the structuring of the Package containing the individual Elements desired. In this case, the Company will send via the Platform and/or via e-mail the Form to the identified Client to verify whether it is able to provide the Elements to form the Package desired by Cyclando. Once the completed Form is received from the Client, Cyclando proceeds to evaluate it and, in the event of a positive outcome, to publish it.

- Methods of payment

The Client acknowledges that the Sale Price is paid to Cyclando through the payment methods present on the Site. 

The Company shall pay the Sale Price, less the Commission, to the Clients once collected by the Customer. 

Cyclando undertakes to pay the Sale Price, minus the Commission, to the Client, upon issue of invoice and/or statement of account, by bank transfer and/or other method agreed with the Client, not later than the date of departure of the Customer unless otherwise agreed from time to time with the Client.

The amount that Cyclando will transfer to the Client corresponds to the Sale Price minus the Commission (as agreed from time to time during Registration with each Client). 

In the event that the Client fails to fulfil its obligations under the Package, Cyclando reserves the right to retain part or all of the Sale Price and/or to claim against the defaulting Client, unless the latter is able to prove its actual fulfilment. In that case, the Sales Price shall be refunded directly to the Customer. Any compensation for partial performance shall be assessed on a case-by-case basis. It is understood that even in the event of failure to provide one or more Elements, the Company reserves the right to terminate the relationship with the Client.

- Invoicing

The Client, in order to receive payment, will issue a regular invoice to Cyclando, net of the Commission. The invoice will be issued by the Client within 5 days from the date of purchase of the Package by the Customer.

WARRANTIES 

The warranty rights of Clients, i.e. non-consumers, with respect to the Platform and the Service are governed by the rules of the Civil Code in force regarding the provision of services and, where applicable, by the law of labour.

SECURITY AND SOFTWARE GUARANTEE 

Cyclando, in order to guarantee the correct working of the Service and, in particular, the security of the data loaded and stored on its Software, uses anti-intrusion security protocols and data encryption systems. 

If the Client encounters problems with the working of the Software it must send an e-mail to [email protected] containing the details to qualify the problem. 

Cyclando reserves the right to proceed to resolve the problem presented by the Client, directly or through third parties designated for this purpose.

For the entire duration of the contractual relationship, Cyclando guarantees the Client the necessary assistance on the Software and the operation of each of the services contained therein.

It is understood that Cyclando cannot in any way be held responsible for any damage caused directly or indirectly to Customers and/or Clients if such damage is the consequence of malice or fault on the part of the Client and/or the Customer.

WARRANTY LIMITATIONS

It is understood that the warranty, except in case of fraudulent intent on the part of Cyclando, does not specifically cover any replacements for damage and/or malfunction due to or arising directly or indirectly from

• fortuitous events or causes of force majeure (such as, but not limited to: floods, structural collapses, natural events, pandemics, epidemics; which may result in an inability to provide the Packages or compromise the functioning of the Service);

• use of the Platform in a manner that does not comply with or in any case differs from the requirements, warnings and recommendations set out in this document and on the Website;

• improper use of the Platform (by way of example but not limited to: use of the Platform for purposes of unfair competition, damage to the image/reputation of others);

• wilful misconduct, negligence, carelessness in the disclosure by the Company of personal information on the Platform; 

• temporary interruption of the operation of the Platform for maintenance/upgrading;

• use of Customers' personal data and images for purposes other than those related to the Services and/or otherwise not accepted by the Customers.

Cyclando is not liable for damages resulting from any interruption of the Service that is caused by temporary malfunctions of the Platform. The Client, for itself and its assignees, collaborators, Customers and/or Users, exonerates Cyclando from any liability for "consequential damages" or "loss of profit", such as loss or loss of earnings, resulting from the unavailability or downtime for the time necessary to resolve the problem.

USE NOT PERMITTED

Clients are not permitted to:

• reverse engineer, disassemble, modify the Software, create derivative works on the code of the Software or any portion thereof;

• circumvent the computer systems used by Cyclando and/or its licensors to protect the content of the Software;

• copy, store, modify, change, or alter in any way the contents of the Software and those of the Customers (unless the Customers have expressly consented);

• use any robot, spider, site search/retrieval application, or any other automated device, process, or means to access or retrieve specifications on the Software;

• disseminate or publish illegal, obscene, illegitimate, defamatory or inappropriate content via the Platform;

• publish and advertise the Platform or another product with similar specifications to the one provided by Cyclando, under a different name and/or claiming ownership in any form whatsoever;

• provide other Clients, third parties or Customers with false or defamatory information about Cyclando and its Platform;

• provide other Clients, third parties or Customers with false or defamatory information about the Clients or the proposed Packages;

• use the Cyclando Service in any other improper manner that violates these Terms and Conditions and the content of any additional documents on the Website;

• violate any applicable law on the above matters.

If the Client's actions violate, in form and substance, the above requirements, or, while complying with them, create economic, reputational, or legal risks for Cyclando, Cyclando reserves the right to immediately discontinue providing the Service to the Client. In this case Cyclando will send the Client an e-mail notification with information on the reasons and modalities of interruption of the Service.

COPYRIGHT

All trademarks, whether figurative or nominative, and all other signs, trade names, service marks, word marks, trade names, illustrations, images, logos, which may be registered in the name of Cyclando and pertaining to the Platform, are and remain the exclusive property of Cyclando or its licensors, in accordance with the provisions of current national and international intellectual property laws.

LIABILITY LIMITATIONS

Cyclando, within the limits of applicable law, is liable for damages of a contractual and extra-contractual nature caused to the Client or third parties, exclusively when these are the immediate and direct consequence of wilful misconduct or gross negligence.

The Client expressly exempts and releases Cyclando from any liability, to the extent permitted by applicable law, in relation to any damages or claims, of its own and/or its Costumers, of any kind and nature, including direct or indirect incidental damages, to persons or property, damages resulting from loss of profits, reputational damages, loss of data, replacement costs, resulting from non-compliance or breach of these Terms and Conditions by the Client or its designated representatives.

It is also understood that, in the event that some Elements or the Package itself do not conform in whole or in part to the standard promised by the Client and the Costumer, seeing his expectations disregarded, claims compensation for damages for a ruined holiday ex. art. 47 of the Tourism Code, such compensation shall be paid in full by the Client, which exonerates Cyclando from any responsibility in this regard.

AMENDMENTS TO THESE TERMS AND CONDITIONS 

Cyclando reserves the right to change the provisions, of this document and the Annexes, at any time and for such reasons as it sees fit. 

Any changes will be communicated to the Client by e-mail and/or by posting on the Website. 

Amendments will be applied from the first day of the first month following the month in which Cyclando has given written notice to the Client, unless an earlier or later date of application is required by law or administrative measure. 

In the event of disagreement, the Client may withdraw without charge from this document and the Service, by communication by e-mail or by PEC to the addresses [email protected] - [email protected] which must be received by Cyclando no later than 15 (fifteen) calendar days from the date of receipt of the communication of modification of the conditions. 

In this case, the withdrawal will become effective at midnight of the day prior to the day on which the modifications would otherwise have been applied.

The Client, which decides to continue using or having used the Service, following the modification(s), of one or more parts of the aforementioned documents, made by Cyclando, will automatically accept the new terms and conditions.

EXPRESS RESOLUTION OF THE CONTRACT

Cyclando will have the right to terminate the contractual relationship in accordance with Art. 1456 of the Italian Civil Code upon the occurrence of the following events that can be qualified as serious non-fulfilment:

a) use of false credentials, false documents or in any case not traceable to the Client, including the indication of any promotional codes/conventions without having the right to do so;

b) serious violation of the conduct rules and use conditions of the Service that may result in damage to Cylando, one or more Customers and/or other Clients;

c) if the Client, despite a written warning, does not stop a serious violation of these Terms and Conditions or if it does not immediately remedy the consequences already occurred in relation to such violations;

d) in the event of misuse by the Client of any advantages resulting from the allocation of particular conventions or agreements in existence between Cyclando and third parties.

Resolution will be automatic and will be effected by written communication addressed to the contact details communicated during Registration by the Client. This is without prejudice to Cyclando's right of action for further damages.

ASSIGNMENT OF THE CONTRACT

Cyclando reserves the right to transfer, assign, dispose of by novation or sub-contract all or any of its rights or obligations under these Terms and Conditions provided that the Client's rights hereunder are not affected.

The Client shall not assign or transfer in any way its rights or obligations under these Terms and Conditions without the written consent of Cyclando.

COMMUNICATIONS

Any communication relating to the Service offered by Cyclando should be sent using the following contact information: 

Email: [email protected];

Address: via Placido Rizzotto n. 90, 41126, Modena (MO);

VAT NUMBER: 03880320365.

INVALIDITY

If any provision of these Terms and Conditions is held to be invalid, voidable or, more generally, ineffective, this shall not affect the invalidity, voidability or ineffectiveness of the remaining provisions hereof, which shall continue in full force and effect.

If any provision of these Terms and Conditions is declared invalid, it shall be amended in good faith so as to conform to the renewed validity requirements or balanced lawfulness criteria and, once amended, shall be deemed valid from the outset.

APPLICABLE LAW AND PLACE OF JURISDICTION

All disputes concerning the execution, compliance, interpretation and validity of these Terms and Conditions are subject to Italian law.

Cyclando and the Client undertake to make a prior attempt at conciliation, by means of a communication to be sent to the addresses of Cyclando S.r.l., containing the details of the matter in dispute. If within 60 (sixty) days from the above-mentioned request, the attempt at conciliation is not successful, the above-mentioned parties undertake to devolve the dispute, within the limits of the applicable legislation, to the jurisdiction of the Italian courts, with exclusive jurisdiction in Modena.

GENERAL CLAUSE

Use of the Platform and failure to exercise the right of withdrawal within the terms of the law constitutes full acceptance of these Terms and Conditions.

By accepting these Terms and Conditions, the Client declares that it has read and understood the subject matter of these Terms and Conditions. It also declares that it abides by the stipulations regarding the limits of use.

SUPPORT - CUSTOMER CARE

If the Company encounters any problems in the use of the Platform, in the relationship with the Customers or wishes to exercise any of the guarantees associated with it, it must send Cyclando a communication containing the details of the matter to the following address: [email protected]. 

Thank you for your attention

Last modified on 13.06.2022