1. PURPOSE

1. These general terms and conditions of contracting (hereinafter, the “General Terms and Conditions”) have the purpose of regulating the “online” provision of products and services (hereinafter, the “CALDEA Products and Services”) put on sale or made available to the public by the SOCIETAT D'ECONOMIA MIXTA DEL CENTRE TERMOLÚDIC D'ESCALDES-ENGORDANY, S.A. (hereinafter, “SEMTEE”), through the website http://booking.caldea.com (hereinafter, the “Platform”).

The General Terms and Conditions complete and further develop, insofar as they do not contradict, the terms and conditions established, where applicable, for each of the CALDEA Products and Services selected and subsequently detailed in each of the electronic access orders (hereinafter, the “Purchase Order”) placed by the users of the Platform (hereinafter, collectively, the “Agents”, and individually, the “Agent”) and the terms and conditions established in each of SEMTEE’s confirmations of each Purchase Order (hereinafter the “Purchase Confirmation”).

2. In exchange for an economic consideration, SEMTEE allows Agents, who are third-party companies with relevant professional experience in the provision of related services in the field of tourism (hereinafter, the “Agents”), to commercially promote the CALDEA Products and Services. The Agents shall undertake the promotion of the CALDEA Products and Services to complement their own offerings to end customers (hereinafter, the “end client”) by integrating the CALDEA Products and Services into their own tourism packages (hereinafter, “Integrated Promotion”) or by marketing them directly as a standalone product without such integration (hereinafter, “Standalone Promotion”). For ease of understanding, the two types of marketing shall hereinafter be collectively considered as “the Promotion of CALDEA Products and Services”.

3. The CALDEA Products and Services included in the scope of application of these General Terms and Conditions, as well as the corresponding prices, reservation operations and other marketing conditions, are those officially established in the Rates and Terms and Conditions of Sale set out by SEMTEE for each annual season at the website address http://booking.caldea.com. Furthermore, the CALDEA Products and Services may include the offers and promotions run by SEMTEE during the period of validity of these General Terms and Conditions, provided that SEMTEE has given prior authorisation for such inclusion to the Agents of Caldea via email.

2. ADHERENCE TO THE GENERAL TERMS AND CONDITIONS

We ask that Agents thoroughly review the General Terms and Conditions, since the completion and sending of the Purchase Order entails full and unreserved adherence to each and every one of the General Terms and Conditions. To this end, before a Purchase Order can be sent, the Agent will be required to electronically accept the General Terms and Conditions, as well as, where applicable, the terms and conditions established for each of the CALDEA Products and Services, and also the Privacy and Cookie Policy of SEMTEE (hereinafter, the “Privacy and Cookie Policy”). Notwithstanding the foregoing, any modification that may be made to the General Terms and Conditions or the Privacy and Cookie Policy after the date of sending a specific Purchase Order for a Service shall not be applicable to the Agent.

In the event that the Agent is not in agreement with the General Terms and Conditions and/or the Privacy and Cookie Policy, such Agent must not contract the Service.

3. USE OF THE PLATFORM

1. Agent's Obligations

The Agent declares themselves to be of legal age with the required legal capacity to be bound by this agreement, and hereby agrees to use this Platform in accordance with the General Terms and Conditions and the Privacy and Cookie Policy, which they fully understand and acknowledge.

By accessing the Platform, and, in general, by contracting the Service, the Agent assumes the following obligations:

• To make use of the Platform and use the Service in accordance with the applicable Andorran legislation in force in this regard.
• Not to place any Purchase Order on behalf of persons under the age of 18 years.
• Not to violate the property rights, intellectual and industrial property rights or other rights or legal positions of analogous economic content of SEMTEE, its suppliers or other third parties.
• Not to submit any false or fraudulent Purchase Orders. In the event that SEMTEE discovers that the Agent is submitting false or fraudulent orders, SEMTEE reserves the right to void the Purchase Order concerned and to inform the relevant authorities.
• To accurately provide their email address to SEMTEE as well as any other contact details that SEMTEE may require. In the event of any changes to such details, to notify SEMTEE thereof by sending an email to the address comercial@caldea.com.
• To only make use of the Platform to submit legally valid enquiries or orders.

3. Through this Platform, SEMTEE provides a management service that enables the Agent to conduct the commercial promotion of the CALDEA Products and Services that it selects. A purchase and sale on this Platform shall entail that the Agent acquires goods and services for a price, as part of the execution of the commercial promotion services that it is obliged to perform. More specifically, the Agent is obliged to submit a Purchase Order to SEMTEE to procure the selected CALDEA Products and Services, which entails an obligation to pay, which must be confirmed by SEMTEE.

4. In order to make use of the Platform, in particular to enable operating under the Invoicing payment modality, as indicated in stipulation 8.3 of these General Terms and Conditions, Agents must create a user profile. Their user credentials and encrypted password will need to be used to access this user profile before being able to proceed with the corresponding Purchase Orders. Consequently, Agents must therefore provide SEMTEE with all the necessary data that are required for this purpose, including but not limited to, the following:

Contractual data

• Trade name of the company
• Company name
• Tax registration number
• Registered address of the company
• Name and surname of the company representative
• Passport or National ID no. of the company representative
• Name of the company representative
• Internal position of the representative
• Nationality of the company representative
• Email address of the company representative

Sales data

• Name and surname of the contact sales agent
• Sales contact telephone number
• Sales email address
• Internal position of the sales contact

Administrative data

• Name and surname of a contact person
• Contact number
• Contact email address
• Position of contact

4. INFORMATION PRIOR TO CONTRACTING

In accordance with the provisions of the current Andorran legislation on consumer protection and contracting in the digital space, SEMTEE hereby informs the Agent that the procedures for signing a service-provision contract are, consecutively, as follows:

1. Log in with credentials
2. Select the type of service, the day and time, and the number of people
3. Specify the name of the beneficiary and the time of the service
4. Depending on the modality concerned, the Agent must either proceed with the “Invoicing” payment option or the “Prepayment” option via redirection to a prepayment platform

2. The service-provision contract (i.e. the various documents that comprise it, such as, among other possibilities, the General Terms and Conditions, the Privacy and Cookie Policy, the Purchase Order and the Purchase Confirmation) shall be drafted in Catalan, Spanish, French or English, depending on the language selected by the Agent.

3. The Agent shall have the opportunity to detect errors made when entering their details on the Purchase Order once it has been received by email. To correct an error in the entry of their details once the Purchase Order has been made, the Agent, as soon as the error is identified, must log in to their account on the Platform and make the necessary amendments.

4. The documentation, data and information pertaining to each contract shall be stored in accordance with the provisions of SEMTEE’s Privacy Policy.

5. OBLIGATIONS OF THE PARTIES TO THE CONTRACT

1. Obligations of the Agents:

1. To carry out the obligations corresponding to them in good faith, diligently and in accordance with the current applicable legislation. The Agent shall be considered responsible for contracting all the material and human resources needed to comply with the obligations in accordance with these General Terms and Conditions, as well as for monitoring compliance with all such obligations in accordance with the legislation in force (including, but not limited to, matters relating to labour and social security, taxation and personal data protection, among others).
2. Furthermore, all advertising and/or promotional activities conducted by the Agents shall be exclusively at their own expense; therefore, the Agents may not request any form of financial compensation for such activities. However, SEMTEE must grant its consent in writing to the Agent prior to the commencement of such advertising activities. Should the parties agree on joint advertising activities, these shall be the subject of specific agreements that must be formalised in writing, establishing the terms and conditions of any such potential advertising collaborations.
3. Prior to and during the period of validity of these General Terms and Conditions, the Agent guarantees to SEMTEE that they comply with all the mandatory requirements established by the current legislation applicable to their business activity.
4. Not to promote the CALDEA Products and Services for a price that is lower than the prices established in the “Pricing Document” of the contract signed with SEMTEE, or any other service that is not included in said document and its annexes, without prejudice to the updates that may be made, and also not to publicise the commissions received by SEMTEE as a discount for the end client or deduct them from the price set out in annex 1 of the contract, either totally or partially.
5. In those cases in which the Agent directly markets CALDEA Products and Services without integrating them into tourist packages, i.e. directly markets admission tickets to CALDEA, the Agent agrees not to directly market CALDEA Products and Services in any tourism entity and/or agency established in Andorra, including, but not limited to, travel agencies and hotels.
6. The Agent shall not use the “CALDEA” brand name or its variants as a keyword for redirecting to the websites of competitors, as specified in the document “Recommendations for the use of the brand name”. Repeated non-compliance with this obligation may be deemed as adequate grounds for the termination of the respective contract.

2. Obligations of SEMTEE:

• To enable the Agent to effectively market the CALDEA Products and Services, SEMTEE shall provide the Agent with, among other assets, its logo, photographs and descriptions, in the formats agreed upon by the parties, relating to SEMTEE and the CALDEA Products and Services (hereinafter, the “Materials”).
• SEMTEE concedeix a l’Agent una llicència no exclusiva per utilitzar els Materials. D'acord amb l'esmentat, l'Agent només podrà utilitzar els Materials en els termes i condicions prèviament establerts per escrit per SEMTEE per a cadascun dels Materials que en cada moment li faciliti. En aquest sentit, SEMTEE garanteix a l'Agent un ús pacífic d'aquests Materials, alhora que garanteix a l'Agent que les llicències que atorga no implicaran cap vulneració de drets de tercers.
• SEMTEE grants the Agent a non-exclusive licence to use the Materials. In accordance with the above, the Agent may only use the Materials under the terms and conditions previously established in writing by SEMTEE for each of the Materials provided by SEMTEE at any given time. In this regard, SEMTEE guarantees the Agent peaceful use of such Materials, while also guaranteeing the Agent that the licences it grants shall not involve any violation of third-party rights.
• SEMTEE guarantees that the information contained in the General Terms and Conditions and on the Platform, in general, does not constitute an offer of sale from SEMTEE, but rather an invitation to the Agent to make use of the CALDEA Product and Service offered and to procure, where applicable, the CALDEA Products and Services.
• SEMTEE guarantees that in the event that a Purchase Order is not accepted, and a sum of any value has been charged to the payment card provided by the Agent, such amount shall be immediately refunded in full without any additional fee.

6. PURCHASE ORDERS

Purchase Orders shall only be processed electronically through the Platform using the established electronic procedures.

Therefore, the Agent must correctly and fully complete and provide each and every one of the details requested and deemed compulsory by SEMTEE.

Once SEMTEE has confirmed the Purchase Order, and the payment has been made successfully, SEMTEE shall forward the Purchase Confirmation and/or the corresponding invoice to the email address provided by the Agent on the Purchase Order.

As such, the provision of a Service between the Agent and SEMTEE shall only be formalised once SEMTEE has forwarded the Purchase Confirmation. Notwithstanding the foregoing, the Agent may explicitly request the invoice associated with the Purchase Order concerned by sending an email to the address clients.caldea@caldea.com. Agents who select the “Prepayment” modality shall be able to download the invoice from their account on the Platform.

However, in the event that when a Purchase Order is received there is a problem with the payment during the established period of one (1) calendar day, SEMTEE shall inform the Agent of this circumstance via email, and the Agent may attempt to purchase the Service in question again under the terms and conditions indicated to them.

7. AVAILABILITY

All Purchase Orders are subject to the availability of the corresponding CALDEA Products and Services.

In the event that when a Purchase Order is received, the CALDEA Products and Services subject to the Purchase Order are not available, in accordance with the existing Andorran legislation on commerce and consumer protection, SEMTEE shall inform the Agent of this situation, who shall have the right to be refunded for the amounts paid within a maximum period of thirty (30) days.

8. PRICE AND PAYMENT TYPES

1. Price:

The final total price of the CALDEA Products and Services selected for purchase shall be displayed to the Agent, with the corresponding breakdown, once they have selected the Service they wish to purchase, and before the Agent is bound by any contract or obligation to pay. Said price shall include the price of all the CALDEA Products and Services selected, as well as any applicable fees.

2. Agent Commission:

As financial remuneration for promoting the CALDEA Products and Services, the Agent shall be entitled to a commission, in accordance with that specified in the “Commission” document.

Such commission is the sole remuneration received by the Agents. Agents shall be liable for all expenses incurred in the performance of their duties.

Commission shall accrue for the benefit of the Agents from the moment that SEMTEE issues the corresponding invoice.

When placing the Purchase Order, the commission of the Agent shall be specified and visible throughout the entire process. However, the end client shall not pay the net price without the commission.

3. Settlement process and payment modalities:

The Agent shall pay SEMTEE for all bookings/reservations including/relating to CALDEA Products and Services. Payment can be made using the methods of payment stated during the order process.

3.1. To make such payments, the Agent may choose between two payment types:

3.2. Under the Prepaid modality, the Agent shall make one-off payments to cover all bookings related to CALDEA Products and Services that will be the subject of a subsequent promotion to the end client.

3.3. Under the Invoicing modality, SEMTEE shall issue a monthly invoice to the Agent detailing the number of admission tickets sold, the total sale price and the respective commission. The Agent shall have a period of 30 working days from the receipt of such invoice to provide notification of any issues related to the invoice. Once such period has elapsed, the amount owed shall be the amount specified on the invoice issued by SEMTEE. In the event that the CALDEA Products and Services are not actually used and prior bookings have been made by the Agent, the amount owed by the Agent to SEMTEE shall be the amount stated on the invoice.

4. Costs and taxes

Any additional costs associated with the acquired CALDEA Products and Services, as well as, where relevant, any applicable taxes, shall be borne by the Agent, who must pay them along with the sums for the CALDEA Products and Services.

Such sums shall be clearly displayed on the Platform and shall be included in the total to be settled by the Agent, both at the time of placing the Purchase Order as well as in the Purchase Confirmation and/or the invoice.

9. RIGHT TO A REFUND IN THE EVENT OF CANCELLATION

The terms and conditions and methods of exercising the right to a refund in the event of cancellation and/or no-show shall be those provided for in the Rates and Terms and Conditions of Sale established by SEMTEE for each annual season at the website address http://booking.caldea.com.

10. COMMUNICATIONS

1. Purchase orders and after-sales services

Any communication between the Agents and SEMTEE regarding a specific Purchase Order or After-Sales Service may be conducted via regular post or email, or by telephone.

For communication by post, email or telephone SEMTEE specifies the following contact details:

E-mail: bookingprof@caldea.com
Telephone: + 376 800995

The address of the Agent for the purpose of communications shall be that which the Agent specifies in each case on the Purchase Order, or that which appears after the Agent has modified such address in accordance with the provisions of these General Terms and Conditions.

Any communication relating to a Purchase Order delivered to the addresses indicated above shall be deemed to have been properly made, unless the addressee has previously notified the sender of a change of address with at least one (1) calendar day’s notice.

2. Complaints and other communications

The Agent may lodge complaints and send any other communications by regular post or email, to the addresses stated in the previous clause.

11. LIABILITY

1. Liability

• 1. Except where otherwise expressly provided for under the Andorran legislation in force, SEMTEE’s liability with regard to any Service procured on the Platform shall be limited to the purchase price of such Service.
• 2. SEMTEE shall not be liable for indirect damages caused to the Agent, nor for lost profits.
• 3. SEMTEE is not liable for the accuracy, up-to-date nature, comprehensiveness and/or quality of any data, content or information provided by third-party providers through the Platform. Such data, content and information are not verified and/or modified by SEMTEE.
• 4. SEMTEE shall not be liable for any damages or losses incurred due to any use of the Platform by Agents who are guilty of violating these Terms and Conditions.
• 5. SEMTEE shall not be liable for any damages or losses incurred due to Agents being guilty of choosing an insecure password, or failing to maintain the confidentiality of their password in violation of these Terms and Conditions, or for any damages that a third party to whom the Agent has granted access to the Platform is guilty of causing.
• 6. However, all rights guaranteed to consumers by the current Andorran legislation are guaranteed.

2. Force majeure

In cases of force majeure, SEMTEE shall not be liable for any damages or losses incurred due to non-compliance with the General Terms and Conditions.

Causes of force majeure include, among others, any act or event beyond the reasonable control of SEMTEE or the Agent, including, but not limited to, general or sector-related shutdowns affecting the provision of services; lockouts, fire or theft at the facilities of SEMTEE that affect the provision of services; political or economic unrest or other situations of instability that affect safety and render SEMTEE unable to offer, for any reason, the CALDEA Products and Services.

12. PARTIAL NULLITY

Should any of the clauses of these General Terms and Conditions or any provision of the terms and conditions established for each of the selected CALDEA Products and Services or the Privacy and Cookie Policy of SEMTEE be declared null and void as a result of a final ruling passed by a competent authority, the remaining terms and conditions shall remain in force, without being affected by such declaration of nullity.

13. MODIFICATION

These General Terms and Conditions may be modified by SEMTEE. It is the responsibility of the Agent to regularly read them, since the General Terms and Conditions in force at the time of accessing the Platform or at the time of concluding the contract for the provision of services shall be those that are applicable.

14. APPLICABLE LEGISLATION

These General Terms and Conditions shall be governed by Andorran law and are exclusively subject to the jurisdiction of the Andorran courts. However, the provisions established in this clause shall not affect the rights that are conferred to the Agent by the legislation in force.

Date of last update: [12/06/2024…]