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Terms and Conditions

(2025-03-06)

1. Introduction and Definitions

These general terms and conditions (the “Terms”) govern the use of the booking engine provided by OutVentures AB, reg. no 559241-7819 (the Supplier) and apply between the Supplier and the company (the Client) which has accepted to be bound by them by either signing up for the Service online (provided that an order confirmation is provided by the Supplier to such company) or by executing an agreement with the Supplier (the Master Agreement). The Supplier and the Client are collectively referred to as the “Parties” and individually as a "Party". The individual signing for the Service on behalf of the Client guarantees that such individual is authorized and has the right to do so.

When interpreting the Terms, the following shall apply unless the context clearly indicates otherwise:

  • Singular includes plural and vice versa.
  • References to persons include natural persons, companies, and other legal persons.
  • Exemplifications (that are examples marked with words such as “for example”, “including” or “such as”) shall not be deemed to be exhaustive listings.

Nothing in the Agreement shall be interpreted to the detriment of a Party solely because such Party (directly or indirectly) drafted the Agreement or parts thereof.

These Terms, the terms accepted by the Client online (and as set forth in the order confirmation received after such signup), the Master Agreement, and any attachments agreed between the Parties are collectively referred to as the Agreement. In the event of any discrepancy between these Terms, the terms set forth in the Order Confirmation or the Master Agreement shall take precedence. If there are several attachments, they shall take precedence in ascending numerical order.

When used in the Agreement, the following words and expressions shall have the meanings set out below (unless the context indicates otherwise):

  • “Applicable Data Protection Regulations” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, repealing Directive 95/46/EC (General Data Protection Regulation) and the Act (2018:218) supplementing the EU General Data Protection Regulation.
  • “OTA” refers to online travel agencies.
  • “Website” means the Client’s website as set forth in the Order Confirmation or Master Agreement.

2. The Service and Delivery

  • The Service is an online booking system for the rental of outdoor equipment, and other activities, products, venues, etc. By entering into the Agreement, the Supplier grants the Client a non-exclusive, non-transferable license to use the Service for making the Client’s offerings available for booking (the Business) on the Website. This license is limited in time and valid only during the term of the Agreement and as long as the agreed License Fee is paid.
  • The Supplier will provide the necessary information to implement the Service on the Website, but the Client is responsible for the actual implementation.
  • The Client must comply with the Applicable Data Protection Regulations and take appropriate technical and organizational measures to ensure security.
  • The Client agrees to use the Service and any accessed data in compliance with all applicable laws, including data protection, intellectual property, and privacy laws.
  • The Supplier will provide support for the Service subject to availability and cost at its discretion.
  • In cases where the Service is connected to OTAs, the Client is responsible for setting up any required accounts and paying any associated fees.
  • The Supplier will organize at least one training session for the Client’s personnel regarding the Service.
  • The Client must provide the following text on the Website:
    “Our booking service is provided by BookSpot,” where “BookSpot” is a link to https://bookspot.io.
    If the main language of the Website is Swedish, the alternative text is:
    “Vår bokningstjänst kommer från BookSpot,” with “BookSpot” linking to https://bookspot.io.
  • The Client shall always apply the terms of sale provided by the Supplier to its customers when bookings are managed through the Service.

3. Intellectual Property Rights

  • All intellectual property rights relating to the Service and all associated information (including, but not limited to, copyright (including source code), trademarks, and designs) are the exclusive property of the Supplier, its subcontractors, or a third party.
  • The Agreement does not grant the Client any rights to these Intellectual Property Rights other than the license to use the Service as set forth in the Agreement.
  • The Client shall not:
    • (i) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas of the Service.
    • (ii) Exploit, use, or disclose any information, data, or materials provided by the Supplier for purposes other than intended.
  • The Client may not remove or obscure any markings on or in the Service (such as logos, trademarks, or copyright
    information).
  • The Supplier may use the Client’s company name(s) and logo(s) for marketing purposes, including on the Supplier’s website, press releases, promotional and sales literature, customer/prospect presentations, and customer lists.

4. Data Security

  • Real-time replication: The Supplier maintains a secondary replication database that replicates all transactions from the primary database in real time. In the event of a communication breakdown with the primary database, the secondary database takes over.
  • Backup: The Supplier stores backups of the entire database every 24 hours, retaining the last seven days.

5. Fee and Payment

  • As compensation for the rights granted under the Agreement, the Client shall pay the Supplier a license fee based on the revenue of the Business, as specified in the Order Confirmation or Master Agreement (the License Fee).
  • For payments not processed through the payment processor Adyen, payment will be made against invoice or by credit card.
    • (i) If paying by debit or credit card, the Client must register the card in the Service.
    • (ii) If payment fails (e.g., due to expiry or insufficient funds), a new payment method must be established within 7 days. Failure to do so allows the Supplier to suspend new bookings until a working payment method is provided or payment is made by invoice.
  • For payments processed through Adyen:
    • (i) Funds are received by the Supplier on its Adyen account (the Supplier Adyen Account).
    • (ii) The Supplier is entitled to collect its License Fee (including VAT) and any other claims directly from the received payment.
    • (iii) The remaining amount (the Net Payment) will be paid out to the Client’s bank account in accordance with the Client’s risk profile or the Supplier’s payment schedule.
  • The Supplier may use funds in the Supplier Adyen Account to repay the Client’s customers if required by a payment provider. Should these funds not fully cover the repayment, the Client shall compensate the Supplier for any shortfall.
  • The Client must indemnify the Supplier for any claims, costs, or damages related to the Client’s use of the Service towards its customers.

6. Limitation of Liability

  • Liability includes every kind of liability, including penalties, under or in connection with this Agreement.
  • Nothing in this clause limits the Client’s payment obligations for the Service.
  • Neither Party shall be liable for:
    • (i) Any loss (direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation, or goodwill.
    • (ii) Loss (direct or indirect) of anticipated savings or wasted expenditure (including management time).
    • (iii) Any other loss or liability under any contract.
  • The Service is provided “as is” and without any warranties regarding functionality, availability, or interruptions.
  • The Supplier reserves the right to suspend or change the Service (in part or entirely).
  • Each Party’s total aggregate liability is limited to the amount the Client has paid for the Service in the twelve months preceding the occurrence of the damage.
  • Claims must be notified within 90 days after the damage occurred or after the damaged Party became aware of the event.

7. Confidentiality

  • Each Party agrees not to disclose any confidential information about the other Party’s business, affairs, customers, clients, or suppliers during the Agreement and for two years after termination or as long as the information remains confidential.
  • Disclosure of confidential information is permitted to:
    • (i) Employees, officers, representatives, contractors, subcontractors, or advisers who need to know such information for performing obligations under the Agreement. Each Party must ensure that these individuals comply with the confidentiality clause.
    • (ii) As required by law, court order, or governmental/regulatory authority.
  • No Party shall use the other Party’s confidential information for any purpose other than fulfilling its obligations under the Agreement.

8. Term and Termination

  • The Agreement enters into force on the earlier of:
    • (i) The date of the Supplier’s order confirmation after the Client’s online signup, or
    • (ii) The execution of the Master Agreement.
  • The Agreement remains in force until further notice and may be terminated at any time by either Party with three months’ written notice.
  • Immediate termination (with written notice) is permitted if:
    • (i) A material breach of the Agreement occurs.
    • (ii) A breach is irreparable or, if remediable, is not remedied within 30 days after written notice.
    • (iii) A Party suspends, ceases, or threatens to cease a substantial part of its business.
    • (iv) A Party’s financial or operational position deteriorates such that its capability to fulfill its obligations is jeopardized.
  • The Supplier may also terminate immediately if:
    • (i) There is a significant change in the control, ownership, or management of the Client that impedes the Parties’ cooperation.
    • (ii) The Service constitutes or is alleged to constitute an infringement of third party intellectual property rights.
  • Termination or expiry of the Agreement does not affect any rights, remedies, obligations, or liabilities accrued up to the date of termination, including the right to claim damages for breaches that existed prior to termination.

9. Miscellaneous

9.1 Severability

If any provision of this Agreement, or its application, is deemed void or unenforceable, the remainder of the Agreement or the provision will be amended as necessary to give effect to the original intent of the Parties.

9.2 Changes and Additions

  • The Supplier may update these Terms to align with its business, laws, practices, or industry standards.
  • Changes will apply if:
    • (i) The Supplier notifies the Client in writing of the change.
    • (ii) The Client does not object to the change in writing within one (1) month of notification.
  • If the Client objects within the specified period, the previous terms will remain unchanged, and the Supplier may terminate the Agreement with one month’s notice.

9.3 Know Your Customer (KYC)

  • The Supplier may verify the identity of the Client’s beneficial owners and ownership structure.
  • The Supplier may request documentation showing the origin of funds and assets.
  • Verification may be conducted by third parties, and the Supplier may also perform a credit check.
  • The Client must assist with all KYC requests.
  • The Supplier (and its suppliers) is obligated to report suspicions of money laundering, terrorist financing, or other notifiable crimes. The Supplier is prohibited from informing the Client of such suspicions or reports and is not liable for any resulting damages.

9.4 Transfer

Neither Party may assign this Agreement or any related rights and obligations unless explicitly permitted under the Agreement. However, the Supplier may transfer its right to payments under the Agreement.

9.5 Entire Agreement

This Agreement constitutes the entire understanding between the Parties regarding its subject matter and supersedes all prior agreements, guarantees, undertakings, and commitments (whether written or oral).

9.6 Notices

  • (i) Any notice under this Agreement must be made in writing (email is acceptable).
  • (ii) Notices may be delivered by email, registered mail, or in person to the address or email provided by each Party.

9.7 Applicable Law and Disputes

  • (i) This Agreement is governed by and construed in accordance with Swedish law (excluding conflict of law principles).
  • (ii) Any disputes, controversies, or claims arising out of or in connection with this Agreement shall be finally settled by the public courts of Sweden, with Stockholms tingsrätt as the first instance.