Last Modified: 25 November 2025
These Terms & Conditions (“Terms” or “T&C”) are entered into by:
The legal entity or individual submitting information required for verification (“Supplier” or “Provider”), and Aventir Engine d.o.o. (“Aventir Engine”), a limited liability company.
Each is referred to individually as a “Party” and collectively as the “Parties.”
By accepting these Terms within the Aventir Engine platform, completing onboarding with Aventir Engine’s payment partners, or accessing or using any of Aventir Engine’s services (the “Services”), the Supplier agrees to be bound by these Terms. These Terms form part of the Supplier Agreement (“Agreement”) and govern the Supplier’s listing, sale, and distribution of tours, activities, transport services, and other travel-related services (“Offers”) through Aventir Engine’s platform and authorized distribution channels (“Distribution Channels”) for booking by end customers (“Customers”).
Scope of Services
Aventir Engine provides a platform that enables Suppliers to create, manage, publish, and distribute their Offers to Customers and authorized Partners (Resellers and Agencies). Through the Platform, Suppliers may configure Offer content, set pricing and availability, receive bookings, enable Partner sales, and access operational and reporting tools.
Aventir Engine also provides optional payment and processing services, including AventirPay, and supports the use of third-party payment providers. Additional premium tools and advanced features may be accessed through paid subscription plans.
The Supplier’s use of the Platform, Distribution Channels, payment services, and all related tools is governed by this Agreement.
Definitions
- Activity Contract: Legal agreement formed directly between a Customer and a Supplier when a booking is made.
- Offer: Any service, activity, product, bundle, package, or combination thereof created, configured, or published by the Supplier through the Platform. Offers may include physical or digital items, rentals, add-ons, or third-party services. Suppliers may sell Offers directly to Customers or authorize Partners to resell them under the terms set by Aventir Engine.
- Supplier: Business or individual providing activities, services, or products on Aventir Engine. Suppliers can sell directly to Customers or allow Resellers and Agencies to sell on their behalf.
- Supplier Free Plan: Basic platform access without a subscription fee, enabling service listing and Reseller sales.
- AventirPay: Aventir Engine’s payment service that collects, holds, and distributes payments as a custodian while retaining service fees.
- Reseller: Partner authorized to sell Supplier Offers through Aventir Engine using AventirPay only. Resellers pay Aventir Engine a System Fee and earn commission from Supplier sales.
- Agency: Partner authorized to sell Supplier Offers and permitted to use its own payment system to collect payments directly from Customers. Agencies pay Aventir Engine a System Fee and earn commission from Supplier sales.
- Partner(s): Collective term referring to Resellers and Agencies.
- System Fee: Fee for using Aventir Engine’s core platform services, including infrastructure, transaction handling, and essential operational tools. System Fee does not include Subscription Fees.
- Subscription Fee / Paid Subscription Plan: Optional fee providing access to advanced tools (online store, QR codes, sales widgets, and other premium services).
- Commission Fee: Fee applied when a Reseller, Agency, or AventirPay is involved in a sale. Aventir collects commission from Supplier sales via AventirPay and distributes Partner’s share minus System Fee. When an Agency charges directly, Agency retains commission, and Supplier pays only System Fee to Aventir Engine.
- Completed Transaction: Booking made by a Customer that has been fulfilled by the Supplier. A transaction is completed once the Offer is delivered, whether or not the Supplier reports fulfillment.
- Confidential Information: Terms of this Agreement and any confidential commercial, financial, marketing, technical, or other proprietary information of either Party.
- Supplier Content: All descriptive information, images, videos, pricing, availability, and other materials provided by the Supplier for listing Offers.
- Intellectual Property Rights: All IP rights, whether registered or unregistered, including copyrights, trademarks, patents, databases, designs, trade names, and related applications.
- Aventir Network: a section of the Aventir Engine platform where users get access to a global catalog of Suppliers and their Offers. Aventir Network is divided into:
- Offer Catalog: a collection of all Supplier Offers available for booking or resale.
- Partner Catalog: a directory of Partners (Resellers and Agencies) authorized to market and sell Supplier Offers.
1. Relationship Between Supplier, Customer, and Aventir Engine
1.1 Privity of Activity Contract
When a booking is made, a direct legal contract (“Activity Contract”) is formed between the Customer and the Supplier. Aventir Engine is not a party to the Activity Contract. The Supplier is the merchant of record and responsible for the Offer.
1.2 Aventir Engine’s Role
Aventir Engine’s role depends on the sales and payment method used:
- Payment Custodian via AventirPay: Aventir Engine collects, holds, and distributes funds, retaining the System Fee and payment processing fees.
- Platform Services Provider: Supplier uses Aventir Engine tools (store, widgets, payment links) with their own payment provider. Aventir Engine provides technology and charges only a System Fee.
- Limited-Purpose Payment Agent: Supplier uses Aventir Engine tools with a connected payment processor (e.g., Stripe).
- Partner Sales Facilitator: Partners (Resellers or Agencies) may sell Supplier Offers. For Resellers, Aventir Engine collects the Partner’s commission and remits the balance to the Supplier, deducting any applicable System Fees. For Agencies that charge Customers directly using their own payment system, Aventir Engine collects only the System Fee, and the Agency is responsible for paying the Supplier the amount earned minus the agreed commission. Agencies are also responsible for any fees charged by their own payment providers.
1.3 Fulfillment of Activity Contract
Suppliers are solely responsible for all Offer delivery, quality, safety, and Customer interactions. Aventir Engine is not liable for the performance, fulfillment, or outcome of any Offer. Suppliers agree to indemnify Aventir Engine for any claims, losses, or damages arising from the Activity Contract.
2. Fees, Commissions & Payouts
2.1 Applicable Fees
Aventir Engine may charge Suppliers and Partners:
- System Fees
- Subscription Fees
- Payment Processing Fees (if using AventirPay)
All fees are displayed on the Plans page in the Dashboard.
2.2 Partner Commissions
Suppliers do not pay Partners directly.
- Resellers using AventirPay: Aventir Engine collects payment from Customers, deducts the Reseller’s commission, retains the System Fee from that commission, and remits the remaining amount of the sale to the Supplier. The Supplier receives the full sale amount minus the commission, while the System Fee is applied solely to the Reseller’s commission.
- Agencies using their own payment system: Agencies charge Customers the full sale amount directly and retain the commission set by the Supplier. Agencies are responsible for paying any fees to their own payment provider. The Supplier receives the remaining sales amount after the Agency keeps its commission, and pays Aventir Engine only the System Fee.
2.3 Payouts
2.3.1 Supplier Payouts
AventirPay transactions for Suppliers are paid monthly, no later than the fifth day of the following month, subject to a minimum payout of €50. Amounts below €50 will accrue and be included in the next month’s payment.
Suppliers using their own payment provider receive payouts directly; Aventir Engine deducts only applicable System Fees.
Invoices are deemed accurate unless disputed within 30 days. Aventir Engine will issue a self-billing invoice on behalf of the Supplier showing all Completed Transactions, applicable commissions, System Fees, and net payout.
2.3.2 Reseller Payouts via AventirPay
Aventir Engine creates a self-billing invoice on behalf of Resellers on the 5th of each month, taking into account all Completed Transactions for which the Reseller earned a commission during the previous month. If the total Reseller Commission due at that time is less than €20, Aventir Engine will report the amount due to the Reseller, but payment may be postponed (without interest) until the earlier of:
(i) the month when the total Reseller Commission reaches €20 or more, or
(ii) termination of this Agreement.
All amounts due to Resellers are paid after deduction of the System Fee from the Reseller Commission. The remaining funds are remitted to the Supplier as applicable.
2.3.3 Agency Payouts (Direct Customer Payments)
When an Agency charges Customers directly using its own payment system, the Agency retains the commission agreed with the Supplier. The Agency is responsible for any payment provider fees. The Supplier receives the remainder of the payment after the Agency’s commission has been deducted. Aventir Engine collects only the System Fee from the Supplier for these transactions. Aventir Engine may issue a self-billing invoice to record the net payout and applicable System Fee.
2.4 Payment Flows
- Supplier Direct Sales via AventirPay: Aventir collects payment, deducts System Fee and payment processing fees, and remits net proceeds.
- Supplier Direct Sales via Third-Party Provider: Supplier handles all provider fees; Aventir deducts only System Fee.
- Partner Sales:
- Resellers: Aventir collects payment via AventirPay, deducts Partner commission and System Fee, remits net proceeds to Supplier, and pays Partner balance of commission.
- Agencies: Collect payment directly; remit commission per agreement; Supplier pays System Fee to Aventir.
2.5 Refunds, Cancellations, Disputes Payments may be adjusted.
Suppliers must notify Aventir Engine within 30 days to dispute amounts.
Aventir Engine is strictly a platform, payment handler, or facilitator. Nothing creates a partnership, joint venture, or agency relationship with Suppliers, Resellers, or Agencies.
3. Subscription Plans
3.1 Free Plan
Enables Suppliers to list Offers and allow Partners to sell them. Enables Suppliers to list Offers and allow Partners to sell them. Suppliers do not pay Partners directly. When a Partner sells an Offer through AventirPay, the Supplier pays the commission it has set to Aventir Engine, and Aventir Engine pays the Partner the commission amount minus the applicable Aventir System Fee.
When an Agency charges customers directly using its own payment system, the Agency keeps the commission amount it negotiated with the Supplier, and the Supplier remains responsible for paying any applicable System Fees to Aventir Engine.
3.2 Paid Subscription Plan
Grants access to premium tools like Online store, QR codes, Sales Widgets and other premium services not included in the Free Forever Plan. Listed in subscription plans segment of the platform. Fees billed monthly or yearly. Renewals are automatic unless canceled by the Supplier with prior notice as set out in Section 3.4.
Aventir Engine may suspend or terminate access for nonpayment or violations of the Terms.
3.3 Eligibility and Accuracy of Information
Suppliers must be legal entities or registered businesses. All activities under a Supplier account are the responsibility of the Supplier.
Suppliers, Resellers, and all authorized partners are solely responsible for the accuracy, completeness, and truthfulness of all information, content, and materials they post, list, or submit on the platform.
By accepting these Terms, Suppliers, Resellers, and all partners represent and warrant that all information they provide is true, complete, and accurate.
3.4 Free Trial and Subscription Terms
Aventir Engine may offer a paid Subscription or other Services on a free trial basis (“Free Trial”) for a specified period of time. If offered a Free Trial, the specific terms will be provided at signup and/or in promotional materials.
Free Trials may not be combined with any other offer. Free Trials are only available to users who have not previously accessed the Subscription or Services for which the Free Trial is being offered.
When agreeing to a Free Trial for a Subscription, Supplier also agrees to sign up for a paid Subscription. Unless the Subscription is canceled prior to the end of the Free Trial, Aventir Engine (or payment processor partners) will begin charging the payment method on a recurring basis for the Subscription Fee (including applicable taxes and charges) until the Subscription is canceled.
Aventir Engine reserves the right to modify or terminate Free Trials at any time, without notice and in its sole discretion.
3.5 Canceling Subscriptions
Supplier may cancel a Subscription at any time. However, all sales are final. Supplier will not receive a refund of any portion of the Subscription Fee paid for the then-current Subscription period at the time of cancellation unless otherwise required by law.
To cancel, Supplier can either (i) initiate a cancellation through Aventir Engine account settings, or (ii) contact support through the Help Center and follow any instructions provided in response to the cancellation request.
Supplier will be responsible for all Subscription Fees (including taxes and other applicable charges) incurred for the then-current Subscription period. To avoid being charged for a Subscription renewal, Supplier must cancel the Subscription at least one day prior to the Subscription renewal date.
If canceled, Aventir Engine will allow access to the Subscription Services until the end of the latest Subscription period for which full payment has been made, and then will terminate access to the Subscription Services.
Canceling a Subscription will not cancel the Aventir Engine account.
4. Agency & Reseller Roles
4.1 Scope of Roles
Limited Payment Agent: Aventir Engine collects, holds, and remits payments via AventirPay. Only fee collection and distribution are handled.
General Sales Agent: Aventir Engine or partners may market Offer if agreed. They cannot make commitments on behalf of Suppliers.
Future Controlled Agency Feature: Trusted Agencies may sell Supplier offers and collect payments directly from Customers, subject to Aventir Engine approval and verification. Agencies pay Aventir Engine the System Fee and earn commission from Suppliers per their agreements.
4.2 Supplier Self-Selling
Suppliers may sell independently via their own payment providers. Aventir Engine is not responsible for self-sold orders but may invoice applicable System Fees.
- Distribution Channels
Aventir Engine controls platform Distribution Channels and Offer placement. Suppliers may authorize Partners subject to Aventir Engine rules and approvals.
This cooperation is non-exclusive for Aventir Engine. Nothing in the Agreement shall prevent Aventir Engine from working with, participating in, or offering any partnership to third parties. - Supplier Content and Materials
6.1 Content License
Suppliers grant Aventir Engine a non-exclusive, worldwide, royalty-free license for platform operation, marketing, or Partner distribution. Platform-generated derivative works belong to Aventir Engine. Suppliers retain ownership of underlying content and IP.
6.2 Content Usage Restrictions
The Supplier shall use Aventir Engine’s platform and any provided materials only in accordance with this Agreement and shall not use them in any way or for any purpose that are not expressly permitted by this Agreement. In particular, the Supplier must not, and the Supplier must not allow its customers, visitors or any other third party, to, in any way:
(i) copy, store, cache, syndicate, republish, or create a database of platform content or materials, in whole or in part, directly or indirectly, except as required for Supplier to perform its obligations under the Agreement;
(ii) transfer, sell, lease, lend or otherwise grant or attempt to grant rights in or access to Aventir Engine’s proprietary materials to any third party;
(iii) edit, modify, filter, change the order of, suppress, or replace any part of platform content, including by intermixing data from sources other than Aventir Engine, except as otherwise agreed by the Parties in writing;
(iv) remove any copyright, trademark or other proprietary rights notices contained in platform materials;
(v) use robots, spiders, crawlers, or any other device to retrieve or index any content for any unauthorized purpose; or
(vi) transmit any viruses, worms, harmful code, or any other item of a destructive nature.
6.3 Content Display and Accuracy
The Supplier shall display content on any authorized platforms in a manner consistent with this agreement. The Supplier will (i) ensure that the contents are accurate, (ii) keep content up-to-date and error-free, and (iii) immediately correct errors (if any) pointed out by Aventir Engine.
The Supplier agrees to remove or correct content or parts thereof stored by the Supplier at any time upon Aventir Engine’s reasonable request, at Supplier’s own expense.
6.4 Prohibited Content Usage
The Supplier is not allowed to use platform content on websites that do not belong to the Supplier and/or websites that contain inappropriate or unlawful content of any sort.
6.5 Sublicensing Restrictions
Unless otherwise agreed in writing by Aventir Engine, Supplier may not (i) sublicense the rights granted hereunder, (ii) allow any third party to access the Service through any means not explicitly authorized by Aventir Engine.
7. Supplier Obligations
7.1 General Undertakings
The Supplier hereby represents and warrants to Aventir Engine that for the term of this Agreement:
(i) The Supplier has all necessary rights, title to, power and authority to own, operate and provide the Offers and services offered through the platform;
(ii) The Supplier shall not engage in any misleading, illegitimate, or fraudulent activities within the scope of this Agreement;
(iii) The Supplier’s content and offerings shall not (a) violate spamming regulations, public policy and morals, or (b) contain any inappropriate, improper or unlawful content, reference, material, information, links or banners (e.g. in respect of pornography or racism), defamatory statements, elements which violate the privacy of third parties or are abusive, offensive, or obscene;
(iv) The Supplier holds and has complied with all permits, licenses, and other governmental authorisations necessary for conducting, carrying out and continuing its operations and business and will provide upon request any documentation Aventir Engine may need to fulfil legal requirements;
(v) The Supplier is an independent contractor for all purposes and will be responsible and liable for its own taxes, social contributions, and all other tax related matters;
(vi) The Supplier shall comply with all applicable local, national, and international laws and regulations, including but not limited to consumer protection laws, safety regulations, tax laws, employment laws, and data protection legislation.
7.2 Insurance Requirements
Aventir Engine may, at its sole discretion, require Supplier to obtain and maintain appropriate insurance coverage (including but not limited to general liability, professional liability, or activity-specific insurance) and provide proof of such coverage at any time during the term of this Agreement. Failure to provide requested proof of insurance within thirty (30) days may result in suspension or termination of Supplier’s account.
7.3 Recordkeeping and Audit Rights
The Supplier shall maintain complete and accurate records of all transactions, bookings, refunds, and financial activities conducted through the Aventir Engine platform for a period of at least three (3) years. Such records shall include but not be limited to:
(i) Transaction details and booking confirmations; (ii) Customer communications and correspondence; (iii) Refund and cancellation records; (iv) Financial statements related to platform activities.
Aventir Engine reserves the right to audit Supplier’s records upon reasonable notice to verify compliance with this Agreement, including the accuracy of payments, fees, and commissions. Supplier shall provide access to such records within fourteen (14) days of Aventir Engine’s written request. All audits shall be conducted during normal business hours and in a manner that minimizes disruption to Supplier’s operations.
7.4 Relation to Partners
The Supplier agrees not to take, or omit to take, any action which may affect or interfere with Aventir Engine’s relationship with Partners or other platform participants, including by performing activities that may cause Aventir Engine to be excluded from the booking process or cause a Partner to terminate its relationship with Aventir Engine or reduce its business with Aventir Engine.
7.5 Consequences of Breach
The Supplier agrees and acknowledges that if it breaches any obligation in this Section 7, Aventir Engine may in its sole discretion (i) terminate this Agreement pursuant to Section 13, and/or (ii) seek any other legal or equitable remedy available to it.
- Publicity, Trademarks, and Marketing
Suppliers grant Aventir Engine the right to use Supplier Marks in marketing and promotion. Supplier acknowledges Aventir Engine ownership of its Marks. Use of Supplier Marks is limited to promoting Offers through authorized channels. - Payment Terms and Invoicing
9.1 Payment Schedule
Aventir Engine creates an invoice on behalf of the Supplier on the 5th of each month, taking into account all Completed Transactions that occurred during the previous month.
9.2 Minimum Payment Threshold
In the event the amount due to the Supplier at the time of invoicing is less than €50, Aventir Engine will report the amount due to the Supplier, but may postpone payment (without the accrual of interest) until the earlier of (i) the month when the total amount due to Supplier is €50 or more, and (ii) termination of this Agreement.
9.3 Payment Method
Payments will be transferred to the Supplier account on file with Aventir Engine, and the Supplier will be notified via email to the address indicated for accounting purposes in the Supplier’s account information.
9.4 Invoice Disputes
Aventir Engine’s invoice is the basis for any payment. The Supplier must raise a claim for an alleged inaccuracy of the invoice no later than thirty (30) days after the date of the invoice. If no claim has been raised within that period, the invoice shall be deemed to have been accepted.
The systems, books, and records of Aventir Engine (including electronic communications) shall be considered conclusive evidence in respect of the amounts due to the Supplier under this Agreement.
9.5 Refunds and Adjustments
If a Customer raises a claim for a refund, any payment related to the affected Completed Transaction will be suspended until the claim is dropped or definitely dismissed. If the Supplier makes a refund to the Customer, Aventir Engine will deduct the amount relating to that transaction from a subsequent payment to Supplier. In the event such claims cause a delay in payment, no interest will be added to such payment to the Supplier.
9.6 VAT and Tax Treatment
If applicable, the reverse charge mechanism will be used, and the Supplier will be liable for the payment of the applicable taxes. Aventir Engine reserves the right to reissue invoices as necessary for tax compliance.
- Confidentiality and Privacy
10.1 Confidentiality Obligations
The party receiving any Confidential Information of the disclosing party will maintain safeguards against its destruction, loss, alteration or disclosure, which safeguards shall be consistent with industry best practices and no less rigorous than the protections afforded by the receiving party to its own proprietary information and will not, during or after the term of Agreement:
(a) use any such Confidential Information for any purpose other than to perform the receiving party’s obligations or exercise the receiving party’s rights under the Agreement; and
(b) disclose any such Confidential Information to any third party, pursuant to the activities contemplated in the Agreement.
10.2 Exceptions to Confidentiality
The obligations of this Section do not apply to information which is:
(i) generally available to the public, without any obligation of confidentiality, other than by a breach of the Agreement by the receiving party;
(ii) rightfully received by the receiving party from a third party without any obligation of confidentiality;
(iii) independently developed by the receiving party without reference to or reliance on the other party’s Confidential Information; or
(iv) generally made available to third parties by the disclosing party without restriction on disclosure.
10.3 Return of Confidential Information
Upon termination of the Agreement, or upon the disclosing party’s earlier request, the receiving party will return all of the disclosing party’s Confidential Information in the receiving party’s possession or under the receiving party’s control and will cease all use of such Confidential Information.
10.4 Privacy and Data Protection
Supplier will adhere to all applicable laws and Aventir Engine’s current Privacy Policy with respect to Supplier’s use and disclosure of personal information provided to Supplier by Aventir Engine or otherwise collected, obtained or received by Supplier in exercising its rights or fulfilling its obligations under the Agreement.
Personal Data shall be defined as per the EU General Data Protection Regulation (“GDPR”) or any analogous law in any country which has jurisdiction in relation to the subject matter of this Agreement or any data to be processed under this Agreement (“Data Protection Legislation”).
10.5 Data Controller Relationship
Under this Agreement, Personal Data may be transferred by Supplier to Aventir Engine, or Supplier may assist in a transfer of Personal Data by a Customer to Aventir Engine, in particular where a booking is made through the platform. The Parties agree that, with regard to such Personal Data and such transfer, both Parties are independent data controllers and are not data processors or joint controllers within the meaning of the GDPR.
10.6 Data Protection Requirements
In the event that either Party processes any Personal Data contained in the Confidential Information of, or that is otherwise supplied by, the other Party, such Party hereby agrees to process such Personal Data at all times in compliance with Data Protection Legislation, and to adhere to all applicable requirements for the processing of Personal Data, including, but not limited to:
(a) process Personal Data only for the purposes and extent that is necessary of providing the services under this Agreement;
(b) process Personal Data only in accordance with the Data Protection Legislation; and
(c) having appropriate operational and technical measures in place to safeguard the Personal Data against any unauthorized access, loss, destruction, theft, use or disclosure.
- Intellectual Property
All Intellectual Property Rights in the Platform are the property of Aventir Engine. Upon conclusion of this agreement, Aventir Engine does not abandon, but explicitly reserves their right of intellectual property, against the Supplier or a third party, warranted by a law, a contract, or otherwise (now or in the future).
In no event shall Aventir Engine be liable for any acts or omissions regarding content that Suppliers or other partners have uploaded on the Platform. This applies in particular to any possible IP-rights infringements of Suppliers or partners. - Non-Solicitation and Anti-Circumvention
12.1 Non-Solicitation
During the term of the Agreement and for a period of two years from termination, Supplier shall refrain from influencing Partners or other third parties maintaining a contractual or other business relationship with Aventir Engine to terminate or discontinue such relationship or to reduce the volume of goods or services provided thereunder.
12.2 Anti-Circumvention
Supplier agrees not to circumvent, bypass, or attempt to circumvent or bypass Aventir Engine’s platform, fees, or commission structure, including but not limited to:
(i) Directly contacting Customers who discovered or booked the Supplier’s Offers through Aventir Engine’s platform, Distribution Channels, or Partners for the purpose of completing transactions outside of the Aventir Engine platform to avoid paying applicable fees;
(ii) Encouraging, soliciting, or instructing Customers to book directly with the Supplier rather than through Aventir Engine’s platform for transactions that originated through the platform;
(iii) Providing alternative payment methods, contact information, or booking channels to Customers acquired through Aventir Engine with the intent to avoid platform fees;
(iv) Using customer contact information, booking data, or leads generated through Aventir Engine’s platform to conduct business outside the platform during the term of this Agreement and for a period of twelve (12) months following any transaction initiated through the platform.
12.3 Consequences of Circumvention
In the event Aventir Engine reasonably believes that Supplier has engaged in circumvention activities, Aventir Engine may:
(i) Immediately suspend or terminate Supplier’s account and access to the platform;
(ii) Retain any outstanding payments due to Supplier;
(iii) Charge Supplier the full amount of fees that would have been payable had the circumvented transaction(s) been processed through the platform;
(iv) Seek any other legal remedies available, including injunctive relief and damages.
12.4 Permitted Direct Business
Nothing in this Section shall prohibit Supplier from conducting business with customers who:
(i) Independently discovered and contacted the Supplier through means entirely unrelated to Aventir Engine’s platform or Reseller network; or
(ii) Had a pre-existing direct business relationship with Supplier prior to the Supplier joining Aventir Engine’s platform, provided such relationship is documented.
13. Term and Termination
13.1 Term
This Agreement comes into effect upon execution and will remain in effect until terminated according to its terms.
13.2 Termination for Convenience
Either Party may terminate this Agreement at any time and for any reason upon thirty (30) days prior written notice to the other Party.
13.3 Automatic Termination
This Agreement shall terminate immediately and automatically in the event of:
(a) The appointment of a receiver or trustee for the benefit of creditors of either Party, or if either Party shall be declared bankrupt or insolvent or shall be subject to any proceedings under the laws relating to bankruptcy, insolvency, or the relief of debtors;
(b) The loss by either Party of any necessary government licenses, permits or approvals enabling the Parties to fulfil their obligations under this Agreement;
(c) Aventir Engine believes that the Supplier has engaged in fraudulent activities, illegal conduct, or material breach of Section 7.1(ii) or Section 12.2 (anti-circumvention), upon notice by Aventir Engine. In such cases, termination shall be immediate without any cure period.
13.4 Termination for Cause with Cure Period
For breaches other than those specified in Section 13.3(c), if Supplier breaches any material term of this Agreement, Aventir Engine shall provide written notice to Supplier specifying the breach. Supplier shall have ten (10) business days from receipt of such notice to cure the breach to Aventir Engine’s reasonable satisfaction. If the breach is not cured within this period, Aventir Engine may terminate this Agreement immediately upon written notice.
Examples of material breaches subject to cure period include but are not limited to:
- Failure to maintain accurate Offer information
- Minor delays in providing required documentation
- Non-compliance with content display requirements
- Failure to respond to customer service inquiries in a timely manner
13.5 Suspension and Retention Rights
If Supplier directly or indirectly breaches any covenant, undertaking, restriction, obligation, or warranty in Section 7 or Section 12, Aventir Engine may, in addition to the other remedies set forth in this Agreement or available under law:
(i) suspend its payment obligations under this Agreement with immediate effect; or
(ii) retain all payments that would have been due to Supplier during the period that the Supplier is in breach or has not remedied its breach as set out in Section 13.4 in full.
13.6 Final Payments
After termination, Aventir Engine will pay Supplier any outstanding amounts in accordance with the terms of this Agreement. If the Agreement has been terminated according to Section 13.3(c) (fraud, circumvention, or illegal conduct), the Supplier is not entitled to any payment, and Aventir Engine may retain all outstanding amounts as liquidated damages.
13.7 Return of Materials
Upon any termination of this Agreement, Supplier must immediately either, as directed by Aventir Engine:
(i) return or deliver to Aventir Engine all documentation and other material, including all copies thereof, in Supplier’s possession or under its control which contain Confidential Information of Aventir Engine, or
(ii) destroy all such documentation and other material and confirm in writing to Aventir Engine that the destruction has taken place.
13.8 Survival
The provisions of this Agreement which by their sense and context are intended to survive performance by either or both Parties and the rights deriving from such provisions will survive the completion, expiration, termination, or cancellation of this Agreement, including but not limited to Sections 10 (Confidentiality), 11 (Intellectual Property), 12 (Non-Solicitation and Anti-Circumvention), 15 (Liability), 16 (Indemnification), and 18 (Final Provisions).
14. Warranties and Disclaimers
14.1 Supplier Warranties
Suppliers are solely responsible for Offer legality, safety, fulfillment, and Customer experience.
14.2 Disclaimer
To the maximum extent permitted by applicable law and except to the extent as may be set forth in the Agreement or a separate written agreement between the parties, Aventir Engine provides the platform and any other services, technology and materials under the Agreement “as is” and Aventir Engine expressly disclaims all other representations or warranties, express, implied, oral or written, statutory or otherwise, with respect to any of the foregoing or otherwise arising out of or in connection with the Agreement or the subject matter of the Agreement, including any warranty of merchantability, non-infringement, or fitness for a particular purpose, and any warranty that may arise from course of dealing, course of performance or usage of trade.
Platform and Services are provided “as is.” The platform and content are provided on an “as is” and on an “as available” basis. Aventir Engine makes no express or implied warranties or representations of any kind with respect to the Service, the Platform, the Content or other items offered by Aventir Engine.
15. Liability and Limitations
15.1 Limited Liability
Aventir Engine shall be liable to Supplier solely for:
(i) direct damage to Supplier due to Aventir Engine’s wilful or grossly negligent act, and
(ii) direct damage to Supplier due to Aventir Engine’s breach of its material obligation under this Agreement.
15.2 Liability Cap
To the maximum extent permitted by law, Aventir Engine’s total aggregate liability to Supplier for all claims arising out of or related to this Agreement shall not exceed the total amount of fees paid by Supplier to Aventir Engine in the twelve (12) months preceding the event giving rise to liability.
15.3 Data Loss
Aventir Engine shall be liable for loss of data only up to the amount of typical recovery costs which would have arisen had proper and regular data backup measures been taken.
15.4 Exclusion of Consequential Damages
To the maximum extent permitted by law, in no event shall Aventir Engine be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business opportunities, loss of goodwill, or loss of data, whether in contract, tort (including negligence), or otherwise, even if Aventir Engine has been advised of the possibility of such damages.
15.5 Third-Party and Technical Exclusions
Without limiting the generality of the foregoing, Aventir Engine shall not be liable for:
(i) Any acts, omissions, errors, fraud, misconduct, or negligence by Partners or other third-party participants;
(ii) Failures, interruptions, or errors in third-party payment processors or payment systems;
(iii) Network outages, connectivity issues, or technical failures beyond Aventir Engine’s reasonable control;
(iv) Unauthorized access to or alteration of Supplier’s transmissions or data by third parties;
(v) Security breaches, hacking, or cyber-attacks affecting the platform, except where caused by Aventir Engine’s gross negligence or willful misconduct;
(vi) Customer actions, disputes, chargebacks, or fraudulent bookings.
15.6 Exclusions
Any further liability for damages is excluded. Without limiting the foregoing, Aventir Engine shall not be liable for damages which occur due to interruptions or restrictions of the operation of the Aventir Engine Platform due to necessary maintenance work, force majeure, or other events for which Aventir Engine is not responsible.
15.7 Indemnification Cross-Reference
The limitations in this Section 15 are without prejudice to Supplier’s indemnification obligations under Section 16, which shall remain in full force and effect.
- Indemnification
Suppliers indemnify Aventir Engine and its affiliates, Partners, and agents from claims arising from:
- Supplier content or services
- Customer disputes or injuries
- Use of the platform, including Partner sales
- Breach of Terms or applicable law
- Force Majeure
If either party is prevented from performing any of its duties and obligations hereunder in a timely manner by reason of any act of God, strike, labour dispute, earthquake, fire, flood, pandemic, public disaster, equipment, software or technical malfunctions or failures, power failures or interruptions, acts of terrorism, war, civil unrest, riots or any other reason beyond its reasonable control (each a “Force Majeure Event”), such party will be excused from performance of any such duty or obligation for the period during which such condition exists.
17.1 Notice and Mitigation
The Party affected by a Force Majeure Event shall:
(i) Provide prompt written notice to the other Party of the occurrence of the Force Majeure Event, including details of its nature, expected duration, and impact on the Party’s ability to perform its obligations;
(ii) Use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably practicable;
(iii) Keep the other Party regularly informed of progress in resolving the Force Majeure Event.
17.2 Extended Force Majeure
If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate this Agreement upon written notice to the other Party without liability, except for obligations that accrued prior to the Force Majeure Event.
Final Provisions
18.1 Amendments
Amendments or additions to this Agreement must be made in writing or in text form.
Aventir Engine may change the Service or the general terms and conditions of this Agreement. In the event of a change to the general terms and conditions, Aventir Engine will notify the Supplier of the changes in text form (e.g. by email).
The changes shall become effective vis-à-vis the Supplier and the contractual relationship shall be continued under the changed conditions if the Supplier does not object to these changes within six (6) weeks after receipt of the notification of change by written notification to Aventir Engine. The timely dispatch of the objection to Aventir Engine shall suffice to comply with this deadline.
Continued use of the platform or Services after changes to these Terms constitutes acceptance of the updated Terms.
In the event of objection, both parties shall have the right to terminate the contract without notice. Aventir Engine will specifically draw the Supplier’s attention to the aforementioned consequence of a failure to object in the written notification of change.
18.2 Electronic Communications
All communications, notices, and disclosures provided by Aventir Engine under this Agreement may be delivered electronically to the email address provided by Supplier in their account information. Electronic communications shall be deemed legally binding and effective upon transmission. Supplier is responsible for maintaining accurate contact information and checking their email regularly.
18.3 Dispute Resolution
18.3.1 Mediation
In the event of any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, or validity thereof (a “Dispute”), the Parties agree to first attempt to resolve the Dispute through good faith mediation.
Either Party may initiate mediation by providing written notice to the other Party. Within thirty (30) days of such notice, the Parties shall:
(i) Agree upon a mutually acceptable mediator;
(ii) Share the costs of mediation equally unless otherwise agreed;
(iii) Participate in mediation sessions in good faith, which may be conducted remotely via video conference or online platforms.
The mediation process shall be confidential, and any settlement discussions or offers made during mediation shall not be admissible in any subsequent arbitration or legal proceedings.
18.3.2 Arbitration
If the Dispute is not resolved through mediation within sixty (60) days of the initial mediation notice, or if either Party refuses to participate in mediation, either Party may submit the Dispute to binding arbitration.
The arbitration shall be conducted as follows:
(i) Governing Rules: The arbitration shall be conducted in accordance with the rules of the Permanent Arbitration Court at the Croatian Chamber of Economy;
(ii) Location: The arbitration shall take place in Zagreb, Croatia, or may be conducted remotely via video conference at the discretion of the arbitrator;
(iii) Language: The arbitration proceedings shall be conducted in English;
(iv) Arbitrator: The Parties shall attempt to agree on a single arbitrator within fourteen (14) days. If no agreement is reached, the arbitrator shall be appointed in accordance with the applicable arbitration rules;
(v) Decision: The arbitrator’s decision shall be final and binding on both Parties and may be enforced in any court of competent jurisdiction;
(vi) Costs: Each Party shall bear its own legal fees and costs. The arbitrator’s fees and administrative costs shall be split equally between the Parties unless the arbitrator determines otherwise based on the outcome.
18.3.3 Exceptions to Dispute Resolution
Notwithstanding the above, either Party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm, including but not limited to cases involving:
(i) Intellectual property infringement; (ii) Breach of confidentiality obligations; (iii) Anti-circumvention violations; (iv) Fraud or illegal activity.
18.4 Severability
Should any provision of this Agreement be or become void or invalid, this shall not affect the validity of the remaining provisions. The Parties shall in such an event cooperate in the creation of terms that achieve such legally valid result as comes closest commercially to that of the invalid provision. The above shall apply accordingly to the closing of any gaps in the Agreement.
18.5 Assignment
The Supplier may not assign or subcontract its rights or duties under this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Aventir Engine.
Aventir Engine may assign this Agreement to any affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
18.6 Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
18.7 Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the provisions of Croatian law under exclusion of its conflict of law rules.
Subject to the dispute resolution procedures set forth in Section 18.3, the exclusive legal venue for any disputes arising from or in connection with this Agreement shall be the courts for Aventir Engine’s registered office in Croatia. Aventir Engine may also sue the Supplier at the competent courts for the Supplier’s registered office.
18.8 Language
The official language of this Agreement is English. In the event of any conflict between the English version and any translation, the English version shall prevail.
By using Aventir Engine’s services, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions.