Terms and Conditions of Use – Guidesquare Operators

(Working draft – to be completed with the real company details and reviewed by a lawyer before use)

1. Definitions

In these Terms and Conditions:

  • “Guidesquare”: the digital platform and related team that manages a B2B network between tourism operators (agencies, DMCs, hotels, TOs, concierges, etc.) and professionals (guides, NCC drivers, skippers, etc.).
  • “Platform”: the website, WordPress plugin and online tools through which Guidesquare enables Operators to search for and engage Professionals.
  • “Operator”: the B2B entity that registers on the Platform to search for, select and engage Professionals.
  • “Professional”: a tour guide, environmental hiking guide, tour leader, NCC driver, skipper or other service provider listed in the Guidesquare network.
  • “Engagement”: each assignment granted by an Operator to a Professional (tour, accompaniment, transfer, boat trip, etc.) through the Platform.
  • “Combined Tariff”: the total price that the Operator sees on the Platform for a specific service/Engagement, consisting of:
    • (a) the compensation for the Professional’s service;
    • (b) the Guidesquare Fee for intermediation, management and consultancy.
  • “Guidesquare Fee”: the percentage portion of the Combined Tariff owed to Guidesquare as compensation for its intermediation, management and consultancy services.
  • “Professional Tariff”: the portion of the Combined Tariff that is invoiced directly to the Operator by the engaged Professional.
  • “Free Cancellation Deadline”: the date/time limit by which the Operator may cancel the Engagement without costs, according to the conditions stated on the Platform or in the Engagement confirmation.

2. Purpose and nature of the relationship

2.1. These Terms and Conditions govern the use of the Platform by the Operator for searching, selecting and managing Engagements of Professionals.

2.2. The Operator acknowledges that Guidesquare acts solely as an intermediary and consultant, facilitating the relationship between Operators and Professionals.

2.3. The service contract (tour, transfer, etc.) is entered into directly between Operator and Professional: Guidesquare is not a party to that contract.

2.4. No agency, mandate, partnership or employment relationship is created between Guidesquare and the Operator; only a B2B service relationship governed by these Terms.

3. Registration, duration and termination

3.1. Access to the Platform by the Operator requires:

  • completion of the registration form;
  • acceptance of these Terms and Conditions;
  • any verification by Guidesquare of the data provided.

3.2. The relationship is for an indefinite duration, unless terminated or the account is closed.

3.3. The Operator may terminate the relationship at any time by written request to the email address indicated by Guidesquare. Termination does not affect Engagements already confirmed, for which the Operator remains bound to pay the Professional and Guidesquare.

3.4. Guidesquare may suspend or revoke access by the Operator in case of:

  • improper or unlawful use of the Platform;
  • non-payment of amounts due;
  • breach of these Terms.

4. No subscription fee (currently) and possible future fees

4.1. At present, the use of the Platform by the Operator does not include any subscription or membership fee.

4.2. The Operator pays only:

  • the Combined Tariff for each confirmed Engagement, as structured in Article 5;
  • any commissions/fees applied by payment intermediaries (e.g. PayPal, Nexi, Stripe or others), where used.

4.3. Guidesquare reserves the right, in the future, to introduce a subscription fee or membership plans for the use of the Platform. In such case, the Operator will receive prior notice and may decide whether to accept the new conditions or terminate the relationship. In the absence of acceptance, Guidesquare may suspend or close the account as from the effective date of the new conditions.

5. Combined Tariffs and economic structure

5.1. The tariffs that the Operator sees on the Platform for the requested services are always “Combined Tariffs”:

Combined Tariff = Professional Tariff + Guidesquare Fee

5.2. The Combined Tariff displayed therefore represents the total cost of the service for the Operator and already includes the intermediation/consultancy component in favour of Guidesquare.

5.3. The Guidesquare Fee is defined as a percentage of the Combined Tariff and may vary according to:

  • the type of service;
  • the geographical area;
  • specific agreements with the Operator.

Reference percentage: [●] % (to be agreed/indicated in specific agreements or economic documents).

5.4. At invoicing time, the Combined Tariff is split into two separate invoices for the Operator:

  • Invoice from Guidesquare for the Guidesquare Fee (intermediation, management and consultancy service);
  • Invoice from the Professional for the Professional Tariff (actual tourism service).

5.5. The sum of these invoices (Guidesquare + Professional) corresponds, except for taxes and rounding, to the Combined Tariff shown on the Platform.

6. Cancellations and the Guidesquare Fee

6.1. For each Engagement, the confirmation will state or refer to a Free Cancellation Deadline (e.g. X days/hours before the start time of the service).

6.2. Cancellation before the Free Cancellation Deadline:

  • the Engagement is cancelled without intermediation costs;
  • no Guidesquare Fee is due;
  • the Operator is not required to pay any compensation to the Professional, unless otherwise agreed directly between them.

6.3. Cancellation after the Free Cancellation Deadline (“late cancellation”):

  • the Guidesquare Fee remains payable by the Operator, as the intermediation, management and consultancy service is deemed performed;
  • any penalties or compensation due to the Professional for the non-performed or partially performed service shall be arranged directly between Operator and Professional, without liability on Guidesquare.

6.4. The Operator undertakes to respect the cancellation conditions indicated on the Platform and included in the Engagement confirmation.

7. Payments and invoicing – current phase

7.1. In the current phase of operation of the Platform, the following applies:

a) Guidesquare Fee

  • The Guidesquare Fee is invoiced by Guidesquare to the Operator after the Free Cancellation Deadline has expired for each Engagement.
  • Once the Free Cancellation Deadline has passed, if the Operator cancels the Engagement, the Fee remains in any case due.
  • Payment terms (e.g. 15/30 days from invoice date) will be stated on the invoice or agreed in writing.

b) Professional’s compensation (Professional Tariff)

  • The balance for the service is invoiced to the Operator directly by the engaged Professional.
  • As a rule, the Professional issues the invoice on the day of the service (or according to applicable tax rules and practices agreed between Operator and Professional).
  • Guidesquare will share the Operator’s details with the Professional and vice versa, in order to allow proper invoicing.

7.2. At this stage, Guidesquare does not normally collect payments on behalf of the Professional (unless otherwise agreed in the future): payments of the Professional Tariff are made directly between Operator and Professional.

8. Payments and invoicing – future developments (deposit / advance payment of the Fee)

8.1. In a later development phase, Guidesquare may introduce a system of advance payment of the Guidesquare Fee as a deposit/down payment at the time of the Engagement.

8.2. In such a scenario:

  • upon confirming the Engagement, the Operator will be required to pay in advance the amount corresponding to the Guidesquare Fee as a deposit/advance for the intermediation, management and consultancy service,
  • via an integrated banking or payment platform (e.g. PayPal, Nexi, Stripe or similar services).

8.3. If the Operator cancels the Engagement after the Free Cancellation Deadline:

  • the deposit/advance for the Guidesquare Fee will not be refunded;
  • the Fee will be considered fully earned and will be invoiced by Guidesquare to the Operator.

8.4. If the Operator cancels the Engagement before the Free Cancellation Deadline:

  • the handling of the advance (refund, credit note, conversion into credit for future bookings, etc.) will be regulated by specific policies that Guidesquare will communicate to the Operator before implementing the new system;
  • in any case, within 12 months from the introduction of such system, Guidesquare will provide the Operator with clear and updated information on operational procedures.

8.5. The exact methods, economic conditions and payment partners will be communicated with adequate notice, and the Operator will be free to accept them or stop using the Platform.

9. Obligations of the Operator

9.1. The Operator undertakes to:

  • use the Platform exclusively for purposes related to its professional/tourism activity;
  • provide truthful and updated data (company name, tax details, contacts, reference persons);
  • respect the cancellation conditions and payment deadlines for invoices issued by Guidesquare and by Professionals;
  • promptly and clearly notify any issues or disputes.

9.2. The Operator further undertakes to:

  • not circumvent the Platform by using contacts obtained through Guidesquare to systematically arrange direct engagements with the aim of avoiding the Guidesquare Fee;
  • treat Professionals fairly, respecting working conditions, schedules, safety regulations and all applicable laws.

(If you want a stricter non-circumvention or penalty clause, this part should be adapted with legal advice.)

10. Limitation of liability of Guidesquare

10.1. Guidesquare does not guarantee the availability of specific Professionals nor a minimum number of options/Engagements to the Operator.

10.2. Guidesquare is not liable for:

  • the quality and performance of the services provided by the Professional;
  • delays, cancellations or breaches attributable to the Professional or to the Operator;
  • direct or indirect damage suffered by the Operator or by its final clients in relation to the service provided by the Professional.

10.3. Guidesquare may, at its discretion, support the parties in case of disputes between Operator and Professional, without thereby assuming any direct contractual liability.

11. Amendments and communications

11.1. Guidesquare reserves the right to amend these Terms and Conditions in the future, including economic conditions (Guidesquare Fee, introduction of subscriptions, advance payment methods, etc.).

11.2. Any amendment will be communicated to the Operator by email or via notice on the Platform, indicating the effective date.

11.3. If the Operator does not intend to accept the amendments, they may terminate the relationship with immediate effect, without prejudice to the obligation to pay any amounts already due (Guidesquare Fees and amounts owed to Professionals). Continued use of the Platform after the effective date of the amendments will be deemed acceptance of the new conditions.

12. Governing law and jurisdiction

12.1. These Terms and Conditions are governed by Italian law.

12.2. Subject to mandatory provisions, any dispute between Guidesquare and the Operator shall be submitted to the exclusive jurisdiction of the courts of [●] (e.g. the city of Guidesquare’s registered office).