Terms and Conditions
Collaboration between Place2Be S.r.l. and the Travel Professional

Definitions

For the purposes of this agreement, the following terms shall have the meanings set out below:

• "Place2Be": Place2Be S.r.l., with registered office at Rampa Santa Maria delle Grazie 12B, Avellino (AV), VAT no. IT03092890643, exclusively in its capacity as a provider of technology infrastructure for travel professionals.
• "Platform": the technology, digital and operational tools made available by Place2Be, including customer, booking, itinerary, document and payment management, financial control and access to suppliers.
• "Professional": the independent Travel Advisor or Travel Agency that accesses the Platform to carry out its professional activities in compliance with applicable law. The Professional operates with full autonomy and under its own legal, commercial and professional responsibility.
• "End Customer": the person who purchases or requests travel services directly from the Professional.
• "Travel Services": travel packages, standalone services, tailor-made itineraries and any other travel service organised and sold by the Professional to the End Customer.
• "Usage Fee": the consideration payable by the Professional to Place2Be for access to and use of the Platform, calculated as a percentage of the transaction volume.
• "Markup": the commercial margin independently applied by the Professional to the net cost of the Travel Services purchased, in an amount determined entirely at the Professional’s discretion. Place2Be does not participate in setting the Markup and has no visibility into it, except to the extent necessary to calculate the Platform Fee.
• "Booking Portal": the tool integrated into the Platform that enables the Professional to access preferential rates negotiated by Place2Be with its contracted suppliers. Use of the Booking Portal is optional and non-binding.

1. Purpose

This agreement governs the terms and conditions under which the Professional may access and use the Platform.

Place2Be makes an operational technology infrastructure available to the Professional. It does not carry out travel intermediation activities, does not organise or sell Travel Services to the End Customer, and assumes no responsibility towards the End Customer in relation to any Travel Services purchased or used.

The Professional carries out its activities with full autonomy, under its own licence, authorisation or registration in the professional registers required by applicable law, and remains the sole party legally responsible towards the End Customer.

2. Nature of the Relationship

The parties expressly agree that:

• Place2Be is not a Host Agency, is not the Professional’s agent, and does not act in the name of or on behalf of the Professional in dealings with suppliers or End Customers.
• The Professional is not an employee, agent, coordinated and continuous contractor, or representative of Place2Be. This agreement does not establish an employment or quasi-employment relationship of any kind.
• The relationship between the parties is that of a technology services provider (Place2Be) and an independent professional user (the Professional).

3. Place2Be’s Obligations

Place2Be undertakes to:

• provide the Professional with access to the Platform under the conditions described at activation and as updated over time in accordance with this agreement;
• ensure the operational continuity of the Platform, except in the event of scheduled interruptions or unforeseeable events;
• support the Professional during activation and use of the Platform through the available support channels;
• provide the Professional with reasonable advance notice of any material changes to the Platform;
• process the personal data of the Professional and End Customers in compliance with applicable data protection law.

4. The Professional’s Obligations and Responsibilities

The Professional undertakes to:

• operate while meeting all legal, professional and administrative requirements imposed by Italian and European law for carrying out travel consultancy or intermediation activities, including, where applicable, registration with the Italian Business Register, possession of a regional licence or authorisation, and appropriate professional liability insurance; comply with all legal obligations towards the End Customer, including those established by the Italian Tourism Code (Legislative Decree no. 79/2011, as subsequently amended), Legislative Decree no. 62/2018 on package travel and linked travel arrangements, and any other applicable industry legislation;
• provide the End Customer with all documentation required by law before, during and after the purchase of the Travel Service;
• manage the contractual relationship with the End Customer independently, including any disputes, refunds, complaints and dispute-resolution procedures;
• use the Platform in accordance with these terms and the operational guidelines provided by Place2Be;
• promptly notify Place2Be of any material change to its professional status, licence or authorisation.

5. Responsibility towards the End Customer

The Professional is the sole party responsible towards the End Customer for:

• the proper performance of the Travel Services sold;
• compliance with the disclosure and contractual obligations established by the legislation on package travel and linked travel arrangements;
• the management of cancellations, changes, refunds and complaints, and any loss or damage suffered by the End Customer in connection with the Travel Services purchased.
• Place2Be is not a party to the contractual relationship between the Professional and the End Customer and shall under no circumstances be liable for any breach, loss, damage or dispute arising from it.

6. Economic Model and Usage Fee

In consideration for access to and use of the Platform, the Professional shall pay Place2Be a Usage Fee calculated as an agreed percentage of the transaction volume processed through the Platform.

• The applicable percentage, calculation method and payment terms are defined at activation and communicated to the Professional before the relationship begins. Place2Be reserves the right to update these conditions by giving at least 30 days’ written notice.
• The Usage Fee does not constitute participation in the Professional’s commissions or profit sharing; it is solely the consideration for access to the technology services offered by Place2Be.
• The Professional is independently responsible for its own tax affairs and for correctly invoicing suppliers and End Customers.

7. Booking Portal and Suppliers

7.1 Access to the Booking Portal

Within the Platform, Place2Be provides the Professional with a Booking Portal that enables access to preferential rates negotiated with contracted suppliers, including accommodation providers, carriers, transport providers and other travel industry operators.

7.2 Optional Use

Use of the Booking Portal is optional and non-binding. The Professional remains free to make bookings through its own direct suppliers, with which it may already have independent commercial agreements, without this constituting a breach of this agreement.

7.3 Responsibility for Bookings

Regardless of the booking channel used, the Professional remains the sole party responsible towards the End Customer for the proper performance of the Travel Services. Place2Be shall not be liable for any service failures, cancellations or breaches by suppliers, including contracted suppliers available through the Booking Portal.

7.4 Terms of Contracted Suppliers

The rates and terms available through the Booking Portal are subject to the policies of each contracted supplier and may change over time. Place2Be does not guarantee the continuous availability of specific rates or suppliers within the Portal.

8. Payments and Financial Flows

8.1 Payment Flow

Payments made by the End Customer in relation to Travel Services are processed through the payment tools integrated into the Platform, which Place2Be operates through certified payment service providers that comply with applicable payment-services legislation.

8.2 Automatic Deduction of the Platform Fee

For each transaction processed through the Platform, Place2Be automatically deducts the agreed Platform Fee before transferring the net amount to the Professional. The deduction is made in real time when payment is received and requires no manual action by the Professional.

By accepting this agreement, the Professional expressly authorises Place2Be to make this automatic deduction from every transaction processed through the Platform.

8.3 Platform Payment System

For all bookings managed through the Platform, the Professional uses Place2Be’s integrated payment system, based on Stripe Connect, to process payments from the End Customer.

Stripe manages the transaction flow and credits the amount due directly to the Professional, net of the agreed Platform Fee, which Place2Be automatically applies through Stripe Connect to each transaction processed.

8.4 Fee Calculation Basis

The Platform Fee is calculated on the gross amount of each transaction processed through the Platform, including the Markup applied by the Professional. The applicable percentage is the one agreed at activation and communicated to the Professional before the relationship begins.

8.5 The Professional’s Tax Obligations

The Professional is independently responsible for its own tax affairs, for issuing tax documentation to End Customers and suppliers, and for paying all taxes and contributions due in connection with its activities. Place2Be is not a party to those tax relationships and does not issue tax documentation to End Customers on behalf of the Professional.

Place2Be issues the Professional with the appropriate tax documentation solely in relation to the Platform Fee deducted.

9. Intellectual Property

Place2Be S.r.l. is the exclusive owner of all intellectual and industrial property rights relating to the Platform, software, trademarks, content and related documentation.

This agreement does not transfer any ownership rights in the Platform to the Professional. The Professional is granted only a non-exclusive, non-transferable and revocable licence to use the Platform, limited to the purposes set out in this agreement.

The Professional may not copy, modify, distribute, sublicense or commercially exploit the Platform or any of its components without Place2Be’s written authorisation.

10. Personal Data

Each party undertakes to process the personal data of the other party and of End Customers in accordance with Regulation (EU) 2016/679 (GDPR) and applicable Italian law.

The Professional is the Data Controller for the personal data of its End Customers. In relation to such data, Place2Be acts as Data Processor only to the extent strictly necessary to provide the technology services, as governed by the relevant data processing agreement attached to this agreement or made available on the Platform.

11. Term and Withdrawal

This agreement takes effect on the date it is accepted by the Professional and remains in force for an indefinite period, unless either party withdraws from it.

The Professional may withdraw at any time by giving written notice to Place2Be.

Place2Be may withdraw at any time by giving the Professional 30 days’ written notice. If the Professional commits a serious breach of its obligations under this agreement, Place2Be reserves the right to terminate the agreement with immediate effect and without notice.

12. Effects of Withdrawal and Termination

In the event of withdrawal or termination, the Professional undertakes to complete any matters already under way and to ensure the proper management of outstanding bookings for End Customers.

The Professional remains entitled to receive any amounts accrued up to the effective date of withdrawal or termination, in accordance with the arrangements defined at activation.

Access to the Platform ends on the effective date of withdrawal or termination.

13. Limitation of Liability

Place2Be shall not be liable for any direct, indirect, incidental or consequential loss or damage arising from the use of, or inability to use, the Platform, except in cases of wilful misconduct or gross negligence.

Place2Be does not warrant that the Platform will be free from interruptions, errors or malfunctions and shall not be liable for content entered by the Professional or for transactions concluded by the Professional with suppliers or End Customers.

14. Changes to the Terms

Place2Be reserves the right to amend this agreement by giving at least 30 days’ written notice. Amendments will be communicated to the Professional by email or by notification on the Platform.

A Professional who does not intend to accept the amendments has the right to withdraw before the notice period expires. Continued use of the Platform after expiry of the notice period constitutes acceptance of the new terms.

15. Governing Law and Jurisdiction

This agreement is governed by Italian law. For any dispute arising from this agreement, the parties agree that the Court of Avellino shall have exclusive jurisdiction, except where the Professional qualifies as a consumer under applicable law.

16. Final Provision

This agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes any prior understanding, agreement or written or oral communication between the parties concerning the same subject matter.

If any individual provision is found to be invalid or ineffective, this shall not invalidate the agreement as a whole.

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