Terms and Conditions for the Use of the Platform by B2B Operators

1. Definitions

In this document, the following terms shall have the meanings set out below:

“Guidesquare”: the digital platform and the related team that manage the B2B network between tourism Operators (agencies, DMCs, hotels, tour operators, concierges, etc.) and Professionals (guides, tour leaders, environmental guides, skippers and other similar roles).
It includes all evolutions of the web platform and any related tools.

“Platform”: the website, the WordPress plugin and any other online tools through which Guidesquare allows Operators to search for, select and engage Professionals.

“Operator”: the B2B entity (e.g. agency, DMC, tour operator, hotel, concierge, ATP, etc.) that registers on the Platform in order to search for, select and engage Professionals.

“Professional”: a tour guide, environmental hiking guide (GAE), tour leader (AT), skipper/boat-with-skipper services or any other tourism service provider in the Guidesquare network, holding the required legal qualifications.

“Engagement”: any assignment given by an Operator to a Professional (tour, escorting service, excursion, boat trip, tailor-made service, etc.) through the Platform, with or without direct intervention by the Guidesquare team.

“Professional Fee”: the gross amount agreed between Guidesquare and the Professional for the service (e.g. Half Day / Full Day rate for guides), which is invoiced directly by the Professional to the Operator.

“Guidesquare Fee”: the fee due to Guidesquare for the B2B matching, management and consulting service, normally expressed as a percentage of the Composite Rate.

“Composite Rate”: the total amount displayed to the Operator on the Platform for a specific service/Engagement, consisting of:
(a) the Professional Fee;
(b) the Guidesquare Fee.

In formula:

Composite Rate = Professional Fee + Guidesquare Fee

“Free cancellation deadline”: the moment in time (expressed in hours/days) by which the Operator may cancel the Engagement without costs, according to the conditions summarised on the Platform and/or in the Engagement confirmation.

“Assisted mode”: the current operating mode in which the Guidesquare team actively participates in matching, confirms the Engagement and connects the Operator and the Professional.

“Autonomous mode”: a possible future operating mode in which the Operator will be able to manage search, selection and confirmation of the Engagement more directly through the Platform, with less manual intervention by the Guidesquare team.

2. Purpose and nature of the relationship

2.1. These Terms and Conditions govern the Operator’s use of the Platform to search for, select and manage Engagements with Professionals.

2.2. The Operator acknowledges that Guidesquare acts as a B2B matching and consultancy platform, facilitating the interaction between Operators and Professionals and supporting the operational organisation of the services.

2.3. The contract for the provision of the tourism service (tour, excursion, transfer, boat trip, etc.) is concluded directly between the Operator and the Professional; Guidesquare is not a party to such contract and does not assume any direct obligations in relation to performance of the service.

2.4. No agency, mandate, partnership or employment relationship is created between Guidesquare and the Operator; instead, a B2B consultancy and intermediation service relationship is established, governed by these Terms.

3. Registration, duration and termination

3.1. Access to the Platform by the Operator requires:

  • completion of the registration form;

  • acceptance of the processing of personal data in accordance with the Guidesquare Privacy Policy;

  • acceptance of these Terms and Conditions;

  • possible verification by Guidesquare of the data provided (tax details, references, etc.).

3.2. The relationship is open-ended in duration, unless terminated or the account is closed.

3.3. The Operator may terminate the relationship at any time by sending a written request to the email address indicated by Guidesquare. Termination does not affect already confirmed Engagements, for which the payment obligations towards the Professional and Guidesquare remain in force.

3.4. Guidesquare may suspend or revoke the Operator’s access in the event of:

  • improper or unlawful use of the Platform;

  • non-payment of Guidesquare invoices;

  • breach of these Terms;

  • behaviour deemed harmful to the image of the network or the Professionals.

3.5. The Operator’s personal data are processed in accordance with the Privacy Policy published by Guidesquare, which the Operator declares to have read and accepted upon registration.

4. No subscription fee (current phase) and possible future fees

4.1. In the current MVP/operational phase, the Operator’s use of the Platform does not involve any subscription or recurring membership fee.

4.2. The Operator bears only:

  • the Composite Rate for each confirmed Engagement, split as described in Section 5;

  • any commissions/costs charged by payment intermediaries (e.g. PayPal, Nexi, Stripe or similar), where used.

4.3. Guidesquare reserves the right, in the future, to introduce a subscription fee or membership plans for use of the Platform. In such case, the Operator will receive specific notice with reasonable advance and may choose whether to accept the new terms or terminate the relationship. If the Operator does not accept, Guidesquare may suspend or close the account as from the effective date of the new terms, without prejudice to the Operator’s obligation to settle amounts already due.

5. Composite Rates and economic structure

5.1. The rates displayed to the Operator on the Platform for searched services are always Composite Rates:

Composite Rate = Professional Fee + Guidesquare Fee

5.2. The Composite Rate displayed represents the total cost of the service for the Operator and already includes the intermediation/consultancy component due to Guidesquare.

5.3. The amount of the Guidesquare Fee is defined as a percentage of the Composite Rate and may vary depending on:

  • the type of service (e.g. guided tour, boat service, tailor-made service);

  • the geographical area;

  • specific commercial agreements with the Operator (volume, partnerships, etc.).

As an indication, the reference percentage may be around 10% of the Composite Rate, unless otherwise agreed and specified in economic documents or commercial offers.

5.4. The Professional Fee is agreed in advance between Guidesquare and each Professional upon joining the network (e.g. HD/FD rates for guides). Any changes to the Guidesquare Fee do not reduce the Professional Fee, unless otherwise agreed in writing with the Professional.

5.5. At the time of invoicing, the Composite Rate is normally split for the Operator into two separate documents:

  • an invoice from Guidesquare for the Guidesquare Fee (matching, management and consultancy service);

  • an invoice from the Professional for the Professional Fee (actual tourism service provided).

5.6. The sum of the amounts invoiced (Guidesquare + Professional) corresponds, save for taxes and rounding, to the Composite Rate displayed on the Platform.

6. Cancellations and Guidesquare Fee

6.1. For each Engagement, the confirmation will state or refer to a free cancellation deadline (e.g. a certain number of hours before the scheduled start of the service). As a general rule, and unless otherwise specified:

  • for guides / tour leaders / GAE / bike guides: up to 24 hours before the start time;

  • Car and Van private driver (48 hours)

  • for boat-with-skipper services: up to 72 hours before the start time.

6.2. Cancellation within the free cancellation deadline

If the Operator cancels the Engagement within the free cancellation deadline:

  • the Engagement is cancelled without intermediation costs;

  • no Guidesquare Fee is due;

  • the Operator is not required to pay any compensation to the Professional, unless otherwise agreed directly between the parties.

6.3. Cancellation after the free cancellation deadline (“late cancellation”)

If the Operator cancels the Engagement after the free cancellation deadline:

  • the Guidesquare Fee remains due, since the matching, management and consultancy service is considered performed;

  • Guidesquare may charge and invoice the Operator a late cancellation penalty, as specified in the specific service conditions or economic documents;

  • such penalty may be used, in whole or in part, to grant an amount to the Professional (as compensation for the missed service), up to a maximum of approximately 50% of the actually collected amount, according to methods and percentages determined by Guidesquare on a case-by-case basis.

6.4. Any additional compensation or penalties that the Operator may wish to agree directly with the Professional do not affect the amounts due to Guidesquare (Fee and late cancellation penalties).

6.5. The Operator undertakes to comply with the cancellation conditions communicated on the Platform and stated in the Engagement confirmation communications.

7. Payments and invoicing – current phase (“assisted mode”)

7.1. In the current assisted mode, the following rules apply:

a) Guidesquare Fee

  • The Guidesquare Fee (and any late cancellation penalties) is invoiced by Guidesquare to the Operator after the free cancellation deadline for the specific Engagement has elapsed.

  • Once the free cancellation deadline has passed, if the Engagement is cancelled by the Operator, the Fee (and any penalty) remains due.

  • Payment terms (e.g. 15/30 days from invoice date) will be specified on the invoice or agreed in writing.

b) Professional’s compensation (Professional Fee)

  • The amount for the service is invoiced to the Operator directly by the engaged Professional.

  • As a rule, the Professional’s invoice is issued on the same day the service is provided (or according to applicable tax rules and practices agreed between Operator and Professional).

  • Guidesquare will provide the Operator with the Professional’s identification and billing details, and vice versa, after final confirmation of the service and expiry of the free cancellation deadline, and in any event in due time to allow proper invoicing.

7.2. At this stage, Guidesquare does not collect payments on behalf of the Professional (unless otherwise agreed in the future): payments of the Professional Fee are made directly between Operator and Professional.

8. Payments and invoicing – possible future developments (deposit / advance payment of the Fee)

8.1. In a later development stage of the service, Guidesquare may introduce a system of advance payment of the Guidesquare Fee as a deposit/advance at the time of Engagement.

8.2. In such a scenario:

  • upon confirmation of the Engagement, the Operator will be required to pay in advance the amount corresponding to the Guidesquare Fee via an integrated banking or payment platform (e.g. PayPal, Nexi, Stripe or similar services);

  • this amount will constitute a deposit/advance for the intermediation, management and consultancy service.

8.3. If the Operator cancels the Engagement after the free cancellation deadline:

  • the deposit/advance of the Guidesquare Fee will not be refunded;

  • the Fee will be considered definitively earned and will be duly invoiced by Guidesquare to the Operator.

8.4. If the Operator cancels the Engagement within the free cancellation deadline:

  • the handling of such advance payment (refund, credit, use as credit for future bookings, etc.) will be regulated by specific policies communicated by Guidesquare to the Operator before the new system enters into force.

8.5. The exact procedures, economic conditions and payment partners will be communicated to the Operator with adequate notice, who may then decide whether to accept them or stop using the Platform.

9. Operator’s obligations

9.1. The Operator undertakes to:

  • use the Platform exclusively for purposes connected with its professional/tourism activity;

  • enter truthful and up-to-date data (company name, tax details, contact information, contact persons);

  • comply with the cancellation conditions and payment deadlines for Guidesquare and Professional invoices;

  • promptly and duly report any issues or disputes.

9.2. The Operator further undertakes to:

  • not circumvent the Platform by using contacts obtained through Guidesquare to systematically arrange direct engagements outside the Platform, with the aim of avoiding the Guidesquare Fee;

  • treat Professionals fairly, respecting schedules, working conditions, safety regulations and any applicable legal provisions.

9.3. In cases of systematic circumvention or serious non-compliance, Guidesquare may suspend or close the Operator’s account, without prejudice to its right to claim damages.

(Any stricter non-circumvention or penalty clauses may be added later, in agreement with legal counsel.)

10. Limitation of liability of Guidesquare

10.1. Guidesquare does not guarantee the availability of specific Professionals to the Operator, nor any minimum number of options/Engagements.

10.2. Guidesquare is not liable for:

  • the quality and performance of the services provided by the Professional;

  • any delays, cancellations or breaches attributable to the Professional or the Operator;

  • direct or indirect damages suffered by the Operator or its end clients in connection with the service provided by the Professional.

10.3. Guidesquare may, at its sole discretion, assist in handling any disputes between Operator and Professional, without thereby assuming any direct contractual liability towards the Operator.

11. Amendments to the Terms and communications

11.1. Guidesquare reserves the right to amend these Terms and Conditions in the future, including the economic conditions (Guidesquare Fee, introduction of subscriptions, advance payment mechanisms, etc.).

11.2. Any amendment will be communicated to the Operator by email or via notice on the Platform, indicating the effective date.

11.3. If the Operator does not accept the amendments, they may terminate the relationship with immediate effect, without prejudice to the obligation to settle amounts already due (Guidesquare Fee and fees owed to Professionals). Continued use of the Platform after the effective date will constitute acceptance of the new terms.

12. Governing law and jurisdiction

12.1. These Terms and Conditions are governed by Italian law.

12.2. Subject to mandatory provisions, any dispute between Guidesquare and the Operator shall fall under the exclusive jurisdiction of the court where Guidesquare has its registered office (currently Genoa, unless otherwise indicated in the final company details).

Last update: 02/2026