Operating Contract

Between:

HELGAN TRAVEL GREEN, S.L., a company with registered office at Calle Desiderio Varela number 9, in Carballo (A Coruña) with CIF B 56722572

and

[●], a company [by shares/anonima] under the law [●], with registered office in [●], registered in the [●] of [●] under the number [●],[ and with or tax identification number [●]], herein represented by [●] and with powers to represent the company (“Operator”).

It is entered into and reciprocally accepted the present contract (“Contract”) which shall be governed by the following. clauses:

1. PURPOSE OF THE CONTRACT

1.1. The subject matter of this Agreement is the internet platform www.tukexperience.com (“Site”) owned by Tuk Experience, which regulates the rights and obligations of the parties relating to its operation. operation.

1.2. The users registered on the Site (“Users”) have access to a set of passenger transportation services offered by the Operator. passenger tourist transport services offered by the Operator (“Services”).

1.3. Users can contract Services with the Operator using the Site, which is managed by Tuk Experience in accordance with the terms of Use (“General Terms and Conditions”), whose terms Tuk Experience provides on the Site and whose terms it reserves the right to update periodically depending on the commercial conditions and legislation of the markets where the Site is available.

1.4. By accepting the offer of a Service from the Operator, the user assumes the position of its client (“Client”), thus concluding with the latter a contract of tourist transport of passengers.

1.5. For the purposes of this Agreement, “contract of tourist transport of passengers” shall be considered the contract through which the Operator undertakes to provide tourist animation services with recourse to transport of a tourist nature and enjoyment.

1.6. Tuk Experience does not provide transportation services of any nature to customers, this being the sole responsibility of the Operator.

2. OBLIGATIONS OF TUK EXPERIENCE

Tuk Experience hereby undertakes:

(a) to keep the Site accessible online with all its functionalities, except when, for reasons for which it is not responsible, there are bugs, errors, technical failures, limitations or other problems that make the make it inaccessible to Users;

(b) to proceed with the updates of the Site that the applicable legislation imposes from time to time;

(c) to allow the Operator to market and promote its Services on the Site to Users;

(d) to allow Users to purchase the Operator’s Services on the Site;

(e) to provide the Operator with all information provided for in this Agreement necessary for the Operator’s use of the Site; and

(f) to receive amounts through online payment methods for payment of the Services provided.

3. OPERATOR’S OBLIGATIONS

3.1. The Operator undertakes:

(a) to provide the Services contracted by the Customers through the Site, in accordance with the terms and conditions contracted and the General Terms and Conditions, which appear in the Annex to the General Terms and Conditions of Use;

(b) to provide the Services in accordance with and in conformity with the applicable law in force in the country where the Service is to be provided

(c) to possess all the licenses, authorizations and documents necessary for the provision of the Service in the same country, as well as any other country, as well as any other licenses, authorizations and documents required by Tuk Experience under this Agreement. under this Agreement;

(d) to have all the equipment, means and resources necessary for the provision of the Services contracted on the Site with the Clients contracted on the Site with the Clients;

(e) to have a valid civil liability insurance and any other insurance required by the applicable legislation and/or by Tuk Experience; and applicable law and/or by Tuk Experience;

(f) to provide Tuk Experience with all the information about the Services necessary for the operation of the Site and to keep that information correct and up to date;

(g) to ensure that all its representatives, collaborators and workers who provide the Service to the Clients have the technical and legal competencies necessary for the exercise of their activity;

(h) to treat Customers who purchase the Services on the Site indiscriminately in relation to Customers who purchase the Services through the Operator’s own means of promotion.

(i) to keep valid all rights to the signals, sounds, images or texts provided for use on the Site, being the sole responsable for their content or wording;

(j) not to use the data provided by the Customers in the contracting of the Services for marketing purposes or any other communication, except when expressly accepted by the Customer;

(k) to communicate directly to the Customers any changes in the Services; and

(l) to process all data and information provided to it in accordance with national and European data processing regulations.

3.2 The Operator authorizes Tuk Experience to practice the following acts:

(a) reproduce on the Platform signs, sounds, images or text provided by you to promote your Services on the Site;

(b) to receive on behalf of the Operator the amounts paid by the Clients for the Services contracted through the Site;

(c) to contract online payment services for settlement of amounts owed by Customers for the Services contracted through the Site;

(d) to provide Users on the Site with the necessary information provided by the Operator in order to be able to contract the Services from the Operator; and

(e) to provide the operators of online payment services with the necessary information about the Customer in order to process the payment or redemption of securities.

3.3. The Operator further undertakes to comply with, respect and enforce the provisions of the Terms and Conditions contained in the Annex to the General Terms and Conditions of Use and in all respects form part of the present Terms and Conditions.

4. RATE OF USE

4.1. The Operator agrees to pay Tuk Experience a fee for the use of the Site by the Operator (“Usage Fee”) calculated on the amount charged to the Client for each contracted Service, in accordance with the following number.

4.2. The Usage Fee will correspond to a percentage of 20% of the value of each contracted Service.

4.3 Tuk Experience will not be entitled to any percentage on the value charged for the Services contracted through its own means of promotion.

4.4. The Operator will not be able to receive payments directly from the Clients for the Services contracted through the Site.

5. PAYMENT

5.1. The value for which each Service is contracted through the Site may not be less than 40 euros (forty (forty euros).

5.2. Tuk Experience is obliged to receive the amounts from Customers for the payment of the contracted Services.

5.3. In compliance with the provisions of the preceding paragraph, Tuk Experience is obliged to hire the provision services of operators of means of payment, which will be made available on the Site.

5.4. Tuk Experience will deliver to the Operator the amount collected from the Client until the tenth day of the month following the date of execution of the Service. to the date of execution of the Service, minus the value of the Usage Fee, in accordance with clause 4.

5.5. Tuk Experience will deliver the amount calculated in accordance with the preceding paragraph by bank transfer to the bank account with IBAN [●], SWIFT code [●], of which the Operator is the holder with Bank [●], and the descriptive bank transfer shall refer to the concluded contract.

5.6. The Operator may not charge the Customer for a Service contracted on the Site any value beyond the value that Tuk Experience charges through the Site.

6. SERVICIOS DE TRANSPORTE

6.1. The Operator may not use the Site to market or promote the contracting of passenger transportation services of a non-tourist nature.

6.2. The Operator may refuse to provide its Services to Customers who provide incorrect information during the incorrect information during the contracting process and/or who do not comply with the provisions set forth in the General Terms and Conditions.

6.3. The Operator may also refuse to provide its Services to Customers who put themselves, other beneficiaries of the Services or third parties at risk.

7. DUTY TO PROVIDE INFORMATION

The Operator shall provide all necessary information to the Customers so that they can make use of the Services contracted through the Site, in particular:

(a) meeting point;

(b) duration of the Services;

(c) timetable; and

(d) any other condition whose knowledge by the Customers is necessary for their proper provision of the Services.

8. REFUND POLICY

8.1. The Operator shall respect the refund policy contained in the General Terms and Conditions, without prejudice to the possibility of defining its own refund policy, provided that it does not conflict with such policy.

8.2. In the description of the Service, the Operator shall clearly provide information regarding the refund policy applied.

9. TERMINATION OF CONTRACTS CONCLUDED THROUGH THE SITE

9.1. The Services contracted through the Site may be subject to termination under the terms set forth in the General Terms and Conditions, without prejudice to the Operator being able to define its own termination regime, provided that it does not conflict with the General Terms and Conditions.

9.2. In the description of the Services, the Operator shall clearly provide information regarding the current termination regime, when it differs from the regime provided for in the General Terms and Conditions.

10. EVALUATION SYSTEM

10.1. The Operator undertakes to respect, comply with and enforce the evaluation system that Tuk Experience will make available to the Clients, through which they can evaluate the quality of the Services provided and the performance of the representatives, collaborators and employees of the Operator.

10.2. The evaluation mentioned in the previous paragraph will be carried out through the Site at the end of each trip.

10.3. The evaluation shall be made on the basis of the following criteria:

(a) 1 (one) star – very unsatisfactory service;

(b) 2 (two) stars – unsatisfactory service;

(c) 3 (three) stars – satisfactory service;

(d) 4 (four) stars – very satisfactory service; and

(e) 5 (five) stars – excellent service.

10.4. The Operator shall not, by any means, influence, induce, coerce, pressure or threaten the Customer to attribute to it any evaluation other than that which the Customer, in its reasonable and conscientious judgment, wishes to confer.

10.5. The Operator shall not be entitled to any compensation in the event of termination by Tuk Experience based on the Client’s evaluation.

11. NON-COMPETITION

11.1. This Agreement is valid only for the Services provided by the Operator within the metropolitan area of [●] and according to the conditions set forth herein.

11.2. During the term of this Agreement, Tuk Experience may not market or promote, assist or advise in the marketing or promotion of any Services that compete or may compete with the Operator’s Services provided in the territorial area defined in the preceding paragraph.

11.3. The Operator may not market or promote its Services at a lower price than the price defined for them on the Site.

12. LIABILITY

12.1. The Operator is solely responsible for any matter or dispute relating to the Services, in particular (i) relating to the contracting or provision of the Services; (ii) relating to acts or behaviors of its representatives, collaborators or employees; or (iii) relating to the violation of legal or regulatory provisions applicable in the country of provision of the Services.

12.2. Tuk Experience is solely responsible:

(a) For the information transmitted on the Site, except when it merely reproduces the information provided by the Operator or does not alter its meaning;

(b) For the violation of the legal duties of protection of personal data transmitted by the Users of the Site, except when such violation concerns personal data transmitted to the Operator and is due to acts or omissions of the latter.

12.3. Tuk Experience is not liable for any loss or damage incurred by the Operator in the provision of the Services due to behavior, acts or information provided by the Customer or third parties.

13. DURATION

This Agreement shall have a duration of 6 (six) months from the date of signature, and shall be automatically extended for successive periods of 6 (six) months, if the parties terminate it in writing at least 30 (thirty) days prior to the date related to the date of its expiration.

14. TERMINATION

14.1. Either party may terminate this Contract immediately, by notice in writing to the other party, where that party has failed to perform any of its obligations under this Contract and (if performance of such obligation remains in the interest of the obligee) the same party has not terminated the default within 30 (thirty) days after receipt of the written notice from the party that decided to terminate the Contract, stating the grounds for such decision and inviting the defaulting party to perform, without prejudice to the provisions of Clause 14.5.

14.2. For the purposes of Clause 14.1, performance of the obligations in default shall still be in the interest of the obligee if the defaulting party is able to perform the performance to which it is bound in all its elements with the exception of the time limit, provided that the time limit of the performance is not of the essence.

14.3. Without prejudice to the right to terminate this Agreement, the non-performance by either party of its obligations under this Agreement entitles the other party to be indemnified for the resulting damages and/or loss of profit.

14.4. Either party may terminate this Agreement immediately upon written notice from the other party in any of the following circumstances:

(a) Where the other party goes into liquidation (other than merger situations where the absorbing or new company is bound by or assumes the obligations arising under this Agreement for that party);

(b) When a court orders the attachment of all or substantially all of that party’s assets;

(c) When the other party is subject to bankruptcy, pre-petition or creditors’ agreement; or

(d) When the other party ceases or threatens to cease its activity.

14.5. The evaluation given by the Client to the Operator for the Services provided under clause 10 may constitute grounds for termination of this Agreement by Tuk Experience if the average evaluation provided by the Clients of the Services over a period of not less than 90 (ninety) days is less than [4] stars, provided that Tuk Experience notifies the Operator within 30 (thirty) days after becoming aware of the fact.

14.6. The Operator shall not be entitled to any compensation in case of termination Tuk Experience based on the evaluation of the Customers.

15. APPLICABLE LAW AND DISPUTE RESOLUTION

15.1. This Agreement shall be interpreted, integrated and executed in accordance with Spanish law.

16. NOTICES

16.1. All notices or other communications under this Agreement shall be made in writing to the following address and e-mail address in writing to the address and email address below:

(a) To Tuk Experience:

In care of: Tuk Experience
Address: calle Desiderio Varela 9
15100 Carballo – A Coruña
Email: sheila@tukexperience.com
(b) To the Operator:
In care of: [●]
Address: [●]
Email: [●]

16.2. All notices sent by mail shall be deemed to have been received on the third working day after the date of mailing. All notices sent by e-mail, fax or other electronic means shall be deemed to have been received at the time of transmission, provided that they are transmitted during normal business hours at the addressee’s location. Otherwise, they shall be deemed to have been received at the beginning of normal business hours on the first working day following their transmission.

16.3. Any change of address or e-mail address shall be notified immediately to the other party.

17. FINAL PROVISIONS

17.1. This Agreement constitutes the entire agreement between the parties and revokes any contract, statements or agreements between the parties, written or oral, prior to the date of conclusion of this Agreement.

17.2. This Agreement may only be modified or otherwise agreed to in writing and signed by a duly authorized representative of each of the parties.

17.3. In the event that any provision of this Agreement is declared invalid by a court of competent jurisdiction, such provision shall be deemed unwritten and shall in no way affect the validity of the remaining provisions.

17.4. Neither party may assign its rights or obligations under this Agreement to any third party without the prior written consent of the other party.

17.5. Each of the parties shall bear the expenses related to the preparation, conclusion and execution of this Agreement.