1. Introduction
1.1. These Terms and Conditions govern the use of the Booking Platform by an Agent. FerryGateway provide the Booking Platform solely as a booking interface and does not act as a party to the underlying travel agree-ments between Agents and Ferry Operators.
1.2. By registering to use the Booking Platform, the User represents and warrants that the User is duly author-ised to act on behalf of the Agent and to bind the Agent to these Terms and Conditions. The User agrees that all actions taken on the Booking Platform shall be deemed actions of the Agent.
2. Definitions
“Agent” means an authorised agent that has a com-mercial contract with at least one Ferry Operator.
“Booking Platform” means FerryGateway’s digital booking platform provided by FerryGateway which fa-cilitates booking of ferry trips between Agents and Ferry Operators.
“Confidential Information” means any information or data, regardless of whether it is in tangible form, that is disclosed (directly or indirectly) by either party, in-cluding, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, processes, designs, drawings, formulations, specifications, product configuration in-formation, marketing and finance documents, proto-types, samples, data sets, and equipment, and is marked or otherwise designated as “Confidential” or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure.
“Ferry Operator” means a ferry operator who has a commercial contract with FerryGateway.
“FerryGateway” means The Ferrygateway Association F.M.B.A, registered in Denmark with company regis-tration number 36491531, and having its address at c/o DFDS A/S, Marmorvej 18, DK-2100 Copenhagen, which is the service provider that owns and operates the Booking Platform.
“Representatives” means employees, officers, repre-sentatives, contracting parties, and agents.
“User” means the individual who registers to use the Booking Platform and who represents and warrants that they are authorised to act on behalf of an Agent.
3. Scope of Use
3.1. The Booking Platform serves solely as a booking inter-face enabling Agents to make reservations directly with Ferry Operators who have registered on the Booking Platform.
3.2. The User acknowledges and agrees that the User is registering on behalf of the Agent and that the User has the necessary authority to bind the Agent to these Terms and Conditions and to make bookings on behalf of the Agent with Ferry Operators via the Booking Platform.
3.3. The Agent, through its User, is responsible for ensur-ing that a separate agreement governs the commer-cial relationship between the Agent and the Ferry Operator, and that the Agent has the necessary au-thorisation and contractual rights to make bookings with Ferry Operators via the Booking Platform. Fer-ryGateway is not a party to such agreements and as-sumes no responsibility for their terms, execution or enforcement and does not act as a reseller, interme-diary, or agent of either party.
4. Booking Responsibilities
4.1. The Agent shall
a) Use the Booking Platform in accordance with these Terms and Conditions and all applicable laws.
b) Ensure that all booking information entered into the Booking Platform is accurate and complete.
c) Promptly update or cancel bookings in the Booking Platform as required.
4.2. FerryGateway does not guarantee availability, cor-rectness, accuracy, completeness or quality of ser-vices offered by Ferry Operators or of the trip information provided. FerryGateway disclaim any lia-bility for errors or inaccuracies in the content dis-played, including but not limited to, pricing, availability, schedules, or other trip-related content.
4.3. All bookings are subject to the terms and conditions of the respective Ferry Operator.
5. Access and Availability
5.1. FerryGateway will use reasonable efforts to maintain the availability and functionality of the Booking Plat-form, but FerryGateway does not guarantee continu-ous, uninterrupted or error-free operation. The Booking Platform may be subject to limitations, de-lays, updates, and other problems inherent in the use of the internet and electronic communications.
5.2. FerryGateway reserve the right to suspend or termi-nate access to and/or availability of the Booking Plat-form at any time for maintenance, security, operational reasons, or if misuse is suspected.
5.3. FerryGateway shall not be liable for any technical er-rors, malfunctions, interruptions, outages, suspen-sion, failures, or other issues of the Booking Platform that may impact the Booking Platform’s access, avail-ability or functionality, including but not limited to booking transmission failures, data loss, system out-ages, or service interruptions regardless of the cause or duration.
5.4. The Agent acknowledges and agrees that it is the Agent’s responsibility to manage and mitigate any risks associated with potential unavailability of the Booking Platform.
6. Updates
6.1. FerryGateway reserve the right to update, modify, or discontinue the Booking Platform at any time, with or without notice.
6.2. FerryGateway may perform scheduled maintenance on the Booking Platform, which may result in tempo-rary service interruptions, with or without notice.
6.3. FerryGateway shall not be liable for any issues, disrup-tions, or damages arising from Agent’s failure to adapt to such updates or modifications.
7. Technical Support
7.1. FerryGateway will provide technical support to Cus-tomer for issues related to the Booking Platform. Sup-port is available via contacting FerryGateway on [email protected].
7.2. FerryGateway will make reasonable efforts to re-spond to support requests during regular business hours. Response time may vary depending on the complexity and nature of the issue. Critical issues will be handled urgently.
7.3. FerryGateway’s support will include technical sup-port. FerryGateway will not provide support for busi-ness-oriented support requests.
7.4. Customer is responsible for providing accurate and detailed information when submitting support re-quests. Customer shall cooperate with FerryGate-way’s support team and follow any instructions provided.
8. Termination
8.1. FerryGateway may suspend or terminate the Agent’s access to the Booking Platform at any time, with or without notice, for breach of these Terms and Condi-tions or misuse of the Booking Platform.
8.2. Upon termination, the Agent shall cease all use of the Booking Platform and delete any locally stored data obtained through it.
9. Intellectual Property
9.1. All intellectual property rights in the Booking Platform and its content remain the property of FerryGateway or its licensors.
9.2. The Agent is granted a limited, non-exclusive, non-transferable license to use the Booking Platform in ac-cordance with these Terms and Conditions solely for the purpose of booking ferry trips with Ferry Opera-tors.
9.3. The Agent shall not copy, modify, decompile, reverse engineer, disassemble, or otherwise attempt to derive source code, underlying structure or algorithms of the Booking Platform or any part thereof.
10. Data Privacy
10.1. The Agent agrees to comply with all applicable data protection and privacy laws, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”), when using the Booking Platform.
10.2. The Agent acknowledges that FerryGateway acts as a data processor on behalf of the Agent in relation to any personal data processed via the Booking Platform. The parties’ respective obligations are set out in Clauses 10.1-10.8.
10.3. The Agent is responsible for ensuring that any per-sonal data shared via the Booking Platform is lawfully obtained and transmitted, and that appropriate legal bases for processing exist.
10.4. The Agent acknowledges that, for the purposes of ap-plicable data protection laws, including the GDPR, the
Agent is the data controller and FerryGateway is the data processor in relation to any personal data pro-cessed via the Booking Platform.
10.5. FerryGateway shall process personal data only on doc-umented instructions from the Agent, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by Union or Member State law.
10.6. FerryGateway shall
a) Ensure that persons authorised to process personal data have committed themselves to confidentiality;
b) Implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk;
c) Assist the Agent in ensuring compliance with obliga-tions under Articles 32-36 of the GDPR;
d) Make available to the Agent all information necessary to demonstrate compliance with Article 28 of the GDPR and allow for audits or inspections;
e) Notify the Agent without undue delay after becoming aware of a personal data breach.
10.7. FerryGateway may engage sub-processors to process personal data on its behalf. A list of current sub-pro-cessors is available upon request. FerryGateway shall ensure that any sub-processor is bound by obligations equivalent to those set out in this clause.
10.8. Upon termination of the Agent’s access to the Booking Platform, FerryGateway shall, at the choice of the Agent, delete or return all personal data processed on behalf of the Agent, unless Union or Member State law requires storage of the personal data.
11. Warranties
11.1. The Booking Platform is provided “as is” and Fer-ryGateway disclaim all warranties, express or implied, including fitness for a particular purpose and non-in-fringement.
12. Liability and Indemnification
12.1. In no event shall FerryGateway be liable for:
a) any indirect, incidental, special, consequential, or pu-nitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses.
b) any disputes, losses, or damages arising from the Agent’s relationship with a Ferry Operator.
c) any errors or omissions in booking data entered by the Agent.
12.2. The Agent shall fully indemnify, defend, and hold harmless FerryGateway and its Representatives from and against any and all claims, demands, actions, pro-ceedings, liabilities, damages, losses, costs, and ex-penses (including legal fees), of any kind or nature, whether direct or indirect, arising out of or in connec-tion with:
a) The Agent’s misuse of the Booking Platform;
b) The Agent’s breach of these Terms and Conditions;
c) Any content, data, or information submitted, trans-mitted, or processed via the Booking Platform by the Agent;
d) Any failure by the Agent to comply with applicable laws, regulations, or third-party rights;
e) Any contractual or commercial disputes between the Agent and any Ferry Operator;
f) Any claims brought by end customers, Ferry Opera-tors, or third parties related to bookings made via the Booking Platform;
g) Any infringement or alleged infringement of intellec-tual property rights caused by the Agent’s actions. 12.3. Clause 12.2 shall apply regardless of whether the claim arises from negligence, strict liability, breach of statutory duty, or otherwise.
13. Confidentiality
13.1. The parties understand and agree that in the perfor-mance of these Terms and Conditions, each party have access to or may be exposed to, directly or indi-rectly, Confidential Information of the other party.
13.2. Each party agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party, and the receiving party shall not use any Confi-dential Information for any purpose other than what is contained in these Terms and Conditions; (b) it shall maintain, and shall ensure that its Representatives maintains the confidentiality and secrecy of the Con-fidential Information; (c) it shall disclose Confidential Information only to those Representatives who need to know such information; (d) it shall not copy, pub-lish, disclose to others or use the Confidential Infor-mation other than pursuant to these Terms and Conditions; and (e) it shall destroy all copies of
Confidential Information upon written request of the other party.
13.3. Confidential Information shall not include any infor-mation to the extent it:
a) is or becomes part of the public domain through no act or omission on the part of the receiving party;
b) was possessed by the receiving party prior to the date of these Terms and Conditions;
c) is disclosed to the receiving party by a third party hav-ing no obligation of confidentiality with respect hereto; or
d) is required to be disclose pursuant to law, court order, or governmental authority.
14. Miscellaneous
14.1. Modification of Terms and Conditions:
FerryGateway reserve the right to modify, amend, or update these Terms and Conditions at any time. Any changes to the Terms and Conditions will be commu-nicated to Customer on FerryGateway’s website. It is Customer’s responsibility to review any modifications to the Terms and Conditions. Continued use of the Booking Platform after any modifications have been made constitutes acceptance of the revised Terms and Conditions.
14.2. Assignment:
Agent may not assign or transfer any rights or obliga-tions under these Terms and Conditions without Fer-rygateway’s prior written consent. FerryGateway may assign or transfer its rights and obligations under these Terms and Conditions without restriction.
14.3. Waiver:
No waiver of any provision of these Terms and Condi-tions shall be effective unless in writing and signed by FerryGateway. The failure to enforce any provision of these Terms and Conditions shall not constitute a waiver of that provision or any other provision.
14.4. Severability:
If any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the provision shall be severed from these Terms and Conditions, and the remaining provisions shall continue in full force and effect.
14.5. Entire Agreement:
These Terms and Conditions constitute the entire agreement between FerryGateway and the Agent re-garding the use of the Booking Platform and super-sede all prior and contemporaneous agreements, understandings, representations, and warranties, whether written or oral, related to the subject matter hereof.
14.6. Survival:
Any provisions of these Terms and Conditions that by their nature should survive termination shall survive.
15. Governing Law and Venue
15.1. These Terms and Conditions shall be governed by and construed in accordance with the laws of Denmark, without regard to its conflict of law principles. Any dis-putes arising out of or in connection with these Terms and Conditions shall be resolved exclusively in the courts of Denmark.