API Fee Terms
These API Fee Terms (“API Fee Terms”) apply solely to those markets that have received prior written notice from FareHarbor regarding the introduction of certain fees described below (“Applicable Markets”), and are between
I. the legal entity/person that is the subject of the ‘Know Your Customer’ check (“Provider”) performed by FareHarbor and/or the applicable payment service provider; and,
II. FareHarbor B.V., a limited liability company registered in the Netherlands (“FareHarbor”).
Within these API Fee Terms, FareHarbor and Provider are sometimes referred to individually as a “Party” and collectively as the “Parties.”
1. Contractual Framework
a. Terms of Service for Providers. Within the Applicable Markets, these API Fee Terms are in addition to and form a part of the Terms of Service for Providers which may be amended or modified from time to time and are located at the following designated URL: https://fareharbor.com/legal/tos/providers/ or any successor or replacement URL that FareHarbor may designate (“ToS Providers”). Specifically, the terms and conditions contained herein expand upon, apply to, and govern the API Fee charged by FareHarbor to Providers within the Applicable Markets, as described in Section 1.4(a)(ii) of the ToS Providers.
b. Definitions
i. “API Booking” means a Booking made through and received from third-party websites that communicate Provider Content and Booking Data with the Service via an application programming interface (“API”) maintained by FareHarbor.
ii. “OTA” means an Online Travel Agency i.e., third-party websites authorized by Provider where end-users can make API Bookings for tours and activities offered by Provider.
iii. “OTA Price Sheet” means the source document located within Provider’s Online Booking System that sets Activity Prices for API Bookings.
iv. All other capitalized terms used but not defined herein shall have the meanings ascribed to them in the ToS Providers.
2. API Services
a. Fees. Provider agrees to pay FareHarbor API Fees for the services provided by FareHarbor to Provider specifically the facilitation of API Bookings via the FareHarbor API (“API Service”).
b. FareHarbor Warranty. FareHarbor represents and warrants that it will perform the API Service in a timely, professional, and workmanlike manner. Notwithstanding the aforementioned, the API Service is provided “as is” and without warranty of any kind including, without limitation, any warranty of merchantability, fitness for a particular purpose, or non-infringement, all of which are hereby expressly disclaimed.
3. Provider Obligations
a. Accurate Pricing. Provider agrees that it is solely responsible for the accuracy of the Activity Prices listed in OTA Price Sheet(s).
b. Price Updates. Provider agrees that it is responsible for regularly updating Activity Prices listed in its OTA Price Sheet(s).
c. Discrepancies. Provider agrees that if the Activity Price listed on the OTA Sheet(s) is higher than the actual price listed on the OTA, FareHarbor shall charge the API Fee based upon the Activity Price reflected in the OTA Price Sheet(s). To avoid overcharges, Providers are responsible for ensuring the accuracy of the OTA Price Sheet(s).
4. API Fee Calculation
a. Basis of Calculation. Provider acknowledges and agrees that FareHarbor will calculate the API Fee based on the prices listed in the OTA Price Sheet(s).
b. Incorrect Pricing. In the event that the Activity Price listed on the OTA Price Sheet(s) is lower than the Activity Price listed on the applicable OTA, FareHarbor may charge the API Fee based on the Activity Price listed on the applicable OTA. Provider agrees that it shall not knowingly or deliberately list lower Activity Prices within the OTA Price Sheet(s).
c. Incentives for Accurate Pricing. Provider acknowledges and agrees that continuous and repeated failure to maintain accurate Activity Prices on OTA Price Sheet(s) may result in additional charges and potential termination of Provider’s access to FareHarbor’s API. FareHarbor shall provide Provider with reasonable notice prior to initiation of any additional charges or termination of access to the FareHarbor API.
5. Payment and Collection
a. Payment Methods. Provider acknowledges and agrees that in addition to SEPA, ACH debit, and any payment cards on file, FareHarbor may utilize other methods to collect (unpaid) API Fees including, without limitation, any future payouts held in Provider’s applicable PSP account.
b. Non-Payment. If Provider disables SEPA direct debit, ACH Debit, removes any payment cards on file, or fails to remit payment of API Fees due to FareHarbor for any other reason, Provider authorizes FareHarbor to collect API Fees payable to FareHarbor via the methods described in Section 5(a) above.
c. Refunds. Provider acknowledges and agrees that FareHarbor shall not refund any API Fees following the issuance of an invoice based on the Activity Prices listed in Provider’s OTA Sheet(s) even if Provider updates said Activity Prices at a later date.
6. Amendments
a. Modification of Terms. FareHarbor reserves the right to modify or amend these API Fee Terms at any time. Upon such modification or amendment, FareHarbor will provide the Provider with reasonable notice at least 15 days in advance. Any modifications to these API Fee Terms will become effective on the date set forth in FareHarbor’s notice. If Provider disagrees with any modification to the API Fee Terms, Provider shall stop all access to and use of the FareHarbor API for the purpose of receiving API Bookings. Provider’s continued acceptance of API Bookings after any modification to these API Fee Terms shall be deemed as Provider’s acceptance to the API Fee Terms as modified.