Supplier Terms and Conditions

1.1 Parties

These Supplier Terms and Conditions ("Agreement") are entered into between BookTourX, a Singapore-registered entity (UEN: 202514301E), incorporated under the laws of Singapore, with its registered office at 7 Temasek Boulevard, #12-07, Suntec Tower One, Singapore 038987 ("Platform," "we," "us," or "our"), and the individual or legal entity that registers as a supplier on the Platform, completes onboarding, and accepts this Agreement electronically ("Supplier," "you," or "your").

1.2 Binding Effect

By clicking "Accept," executing electronically, or otherwise accessing or using the Platform as a supplier, you acknowledge that:

• You have read and understood this Agreement;
• You have authority to bind the Supplier entity (if applicable);
• You agree to be legally bound by its terms.

1.3 Electronic Execution

This Agreement may be executed electronically and shall have the same legal effect as a handwritten signature.

2.1 Definitions

For purposes of this Agreement:

• "Activity" means any tour, experience, attraction, event, class, transportation service, or other activity offered by Supplier through the Platform. For the avoidance of doubt, "Activity" and "Experience" are used interchangeably throughout Platform Policies and have the same meaning.
• "Booking" means a confirmed reservation made by a Customer through the Platform.
• "Completion Date" means the date on which the Activity has been fully delivered to the Customer.
• "Customer" means any individual who books or attempts to book an Activity through the Platform.
• "Dispute" means any complaint, claim, refund request, chargeback, allegation, investigation, or regulatory inquiry related to an Activity or Booking.
• "Force Majeure Event" has the meaning given in Section 65.1.
• "Supplier Content" means all content submitted by Supplier, including descriptions, pricing, availability, images, videos, policies, trademarks, and branding.
• "Wallet Balance" means funds credited to Supplier's account on the Platform, subject to review, withholding, or adjustment in accordance with this Agreement.
• "Platform Policies" means any policies, guidelines, standards, or rules published by the Platform from time to time and incorporated by reference under Section 7.
• "Applicable Law" means all laws, regulations, directives, and rules applicable to Supplier, the Activities, and the Bookings.

2.2 Interpretation

Unless the context requires otherwise: headings are for convenience only and do not affect interpretation; "including" means "including without limitation"; and the singular includes the plural and vice versa.

3.1 Appointment as Booking Facilitator

Supplier appoints the Platform, on a non-exclusive basis, as its booking facilitator and authorised booking and payment intermediary in connection with the Supplier's Activities. The Platform is authorised to:

• (a) market, promote, advertise and display the Supplier's Activities on the Platform and through its distribution channels;
• (b) receive, process and facilitate Bookings from Customers for the Supplier's Activities, including communicating booking details and facilitating booking confirmations, amendments and cancellations;
• (c) collect and process payments from Customers in connection with such Bookings on behalf of the Supplier; and
• (d) perform such other administrative and operational functions as are reasonably necessary to facilitate Bookings and the provision of the Supplier's Activities through the Platform.

The Supplier acknowledges and agrees that the Platform's appointment under this clause is non-exclusive and does not restrict the Supplier from marketing, distributing or selling its Activities through other channels or directly to Customers.

3.2 Scope of Authority

The Platform operates as an online marketplace and technology platform that connects Customers with Suppliers and facilitates the discovery, booking, payment, and administration of Activities.

The authority granted to the Platform under this Agreement is limited strictly to the functions expressly stated herein. Except where expressly provided otherwise in this Agreement, the Platform does not have authority to, and shall not be deemed to have authority to, act on behalf of Supplier in relation to the operation, delivery, performance, modification, cancellation, safety, quality, legality, licensing, permitting, staffing, or provision of any Activity.

Supplier remains the principal provider and operator of each Activity and retains sole responsibility for the Activity, including its availability, pricing, description, inclusions and exclusions, operational arrangements, staffing, equipment, permits, licenses, insurance, safety requirements, legal and regulatory compliance, and proper delivery to Customers.

Except as expressly set out in this Agreement, including Section 38, nothing in this Agreement shall be construed as appointing or establishing the Platform as a tour operator, travel agent, event organizer, reseller, principal supplier, provider, or operator of any Activity. The Platform does not purchase, take title to, or assume inventory or operational responsibility for Activities and does not independently provide or perform the Activities.

Nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship, franchise, fiduciary relationship, or general agency relationship between the Platform and Supplier. Neither party has authority to bind the other party or incur any obligation, liability, or commitment on the other party's behalf, except to the limited extent expressly authorized under this Agreement.

The Platform's facilitation of a Booking, collection or processing of Customer payment, issuance of booking-related communications, or provision of customer support shall not, by itself, constitute the Platform as the provider, operator, reseller, or principal of the relevant Activity, nor shall it transfer responsibility for the performance or delivery of the Activity from Supplier to the Platform.

Any authority granted to the Platform under this Agreement shall be interpreted narrowly and only to the extent expressly stated herein. No authority, representation, warranty, obligation, or responsibility shall be implied beyond the express terms of this Agreement.

3.3 No Ownership of Activities

All Activities are offered, operated, and delivered solely by Supplier.

4.1 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment relationship, franchise, or fiduciary relationship.

4.2 No Authority to Bind

Neither party has authority to bind the other except as expressly stated in this Agreement.

4.3 Supplier Personnel

All personnel engaged in delivering Activities are under Supplier's exclusive direction, control, and responsibility.

5.1 Platform Services

The Platform may provide online listing tools; search, discovery, and ranking features; booking and payment processing; Customer notifications; Supplier dashboards; and dispute facilitation.

5.2 No Guarantee of Performance

The Platform does not guarantee visibility, booking volume, revenue, ranking placement, or market demand.

5.3 Modification of Services

The Platform may modify, suspend, or discontinue services or features at any time, subject to Section 83 where the modification materially affects Supplier's rights or obligations.

6.1 Global Marketplace

The Platform operates globally and connects Customers from multiple jurisdictions to Suppliers worldwide.

6.2 Local Compliance

Supplier remains solely responsible for complying with all Applicable Laws in every jurisdiction where Activities are offered or delivered.

7.1 Incorporation

Platform Policies form part of this Agreement and are incorporated by reference.

7.2 Updates

The Platform may update Platform Policies from time to time. Continued use constitutes acceptance.

7.3 Order of Precedence

In the event of conflict: (a) this Agreement prevails; (b) Platform Policies apply next; and (c) Supplier-specific terms agreed in writing between Supplier and the Platform apply last.

All rights not expressly granted to Supplier are reserved by the Platform.

9.1 Eligible Suppliers

The Platform is open to individual tour guides, sole proprietors, partnerships, and companies or other legally registered entities, provided they are legally permitted to offer and deliver the Activities listed.

9.2 Age & Capacity

Supplier represents that it is at least 18 years old (if an individual) and has full legal capacity to enter into this Agreement.

9.3 Jurisdictional Restrictions

The Platform may restrict or refuse onboarding in certain jurisdictions due to regulatory constraints, sanctions, payment processor requirements, or risk or compliance considerations.

10.1 Account Registration

Supplier must create an account and provide complete, accurate, and current information, including legal name and trading name, registered address, contact details, business registration information (if applicable), tax identification details (if applicable), and banking or payout information.

10.2 Multiple Accounts for Distinct Brands

Supplier may register and maintain more than one account where each account represents a distinct brand, business line, or legal entity operated or controlled by Supplier, provided that: (a) Supplier discloses to the Platform, at the time of registration and promptly upon any subsequent request, all accounts under its ownership or control and the relationship between them; (b) each account independently completes KYC/KYB verification under Section 11; (c) the accounts are not used to circumvent any suspension, restriction, or enforcement action taken against another of Supplier's accounts; (d) the accounts are not used to create duplicate or substantially similar listings for the same Activity, or to manipulate rankings, reviews, or Customer perception of independence between the accounts; and (e) each account otherwise complies with this Agreement as if it were Supplier's sole account. Outside of this Section 10.2, Supplier may not maintain more than one account unless expressly authorized by the Platform.

10.3 Undisclosed or Abusive Multiple Accounts

Where Supplier maintains multiple accounts without the disclosure required under Section 10.2(a), or uses multiple accounts for a purpose prohibited under Section 10.2(c) or (d), the Platform may treat this as a material breach of this Agreement and may suspend or terminate any or all of Supplier's related accounts in accordance with Part X, subject to the statement of reasons required under Section 84.1.

10.4 Account Security

Supplier is responsible for maintaining confidentiality of login credentials and for all activities conducted through its account(s). The Platform shall not be liable for unauthorized access caused by Supplier's failure to safeguard credentials.

11.1 Mandatory Verification

Supplier must successfully complete identity and/or business verification ("KYC/KYB") before publishing Activities or receiving payouts.

The specific documentation required will depend on Supplier's account type, jurisdiction, and risk profile, and not every item below will apply to every Supplier; the Platform will notify Supplier which of the following are required for its account. Where applicable, the Platform may request:

Government-issued identification;

Business registration documents;

Beneficial ownership information;

Proof of address;

Bank account verification.

Supplier must complete whichever of the above the Platform identifies as required for its account before the corresponding restriction in this Section 11.1 is lifted.

11.2 Third-Party Providers

The Platform may use third-party verification providers to conduct KYC/KYB checks.

11.3 Ongoing Verification

Supplier acknowledges that verification is ongoing and may be repeated periodically, upon regulatory request, following suspicious activity, or in connection with disputes or audits.

12.1 Duty to Update

Supplier must update any information that becomes inaccurate, incomplete, or outdated within 14 days of the change.

12.2 Consequences of Failure

Failure to maintain accurate information may result in suspension of listings, withholding of payouts, or termination of this Agreement.

13.1 Discretionary Refusal

The Platform reserves the right, at its reasonable discretion, to refuse onboarding, suspend verification, or decline publication of Activities.

13.2 Immediate Action

Access may be suspended or revoked without prior notice where necessary to comply with law, prevent fraud, address safety concerns, or protect Customers or the Platform. Where access is suspended or revoked under this Section, the Platform will provide Supplier with a statement of reasons in accordance with Section 83.1.

14.1 Licenses & Permits

Supplier represents that it holds all licenses, permits, and authorizations required to operate Activities in all applicable jurisdictions.

14.2 Proof of Compliance

Supplier must provide documentation upon request.

14.3 Local Law Responsibility

Supplier bears sole responsibility for local tourism regulations, labor laws, environmental regulations, and safety standards.

15.1 Sanctions Compliance

Supplier represents that it is not subject to sanctions or embargoes and is not owned or controlled by sanctioned persons.

15.2 Anti-Bribery

Supplier agrees to comply with all applicable anti-corruption and anti-bribery laws.

15.3 Export Controls

Supplier must comply with export control laws where applicable.

16.1 Audit Rights

The Platform may request information or documentation to verify compliance, investigate disputes, or meet regulatory or processor requirements.

16.2 Cooperation

Supplier must cooperate promptly and in good faith.

17.1 Material Breach

Any false, misleading, or omitted information provided during onboarding or thereafter constitutes a material breach of this Agreement.

17.2 Remedies

The Platform may suspend or terminate access, cancel Bookings, withhold or recover funds, and report to authorities where required by law.

18.1 Core Obligation

Supplier is solely responsible for operating, managing, and delivering all Activities; ensuring Activities are delivered safely, professionally, and lawfully; and providing all equipment, personnel, facilities, and materials required.

18.2 No Delegation to Platform

Supplier acknowledges that the Platform does not supervise Activities, does not train Supplier personnel, and does not control operational decisions.

Supplier represents and warrants, on a continuing basis, that:

19.1 Legal Authority

Supplier has full legal right, power, and authority to enter into this Agreement, offer and deliver Activities, and grant the rights and licenses under this Agreement.

19.2 Compliance with Law

Supplier complies with all Applicable Laws, including tourism and travel regulations, health and safety laws, consumer protection laws, employment and labor laws, and environmental regulations.

19.3 Accuracy of Information

All Supplier Content and information provided to the Platform is true, accurate, complete, and not misleading.

19.4 No Infringement

Supplier Content does not infringe or violate any intellectual property rights, privacy rights, publicity rights, or contractual rights of third parties.

20.1 Material Conformity

Supplier must deliver each Activity materially as described in its listing, including itinerary, duration, inclusions and exclusions, language, group size, and accessibility features.

20.2 Professional Conduct

Supplier and its personnel must act professionally and courteously; avoid discriminatory or abusive behavior; and refrain from misleading or deceptive conduct.

20.3 Fitness & Safety

Supplier must ensure that Activities are reasonably safe for participants, equipment is properly maintained, and personnel are trained and qualified.

21.1 Personnel Responsibility

Supplier is solely responsible for hiring, training, supervising, paying, and insuring its personnel.

21.2 Subcontracting

Supplier may use subcontractors only if they are properly licensed and insured, and Supplier remains fully liable for their acts and omissions.

22.1 Risk Assessment

Supplier must conduct appropriate risk assessments for Activities.

22.2 Safety Briefings

Where applicable, Supplier must provide Customers with safety instructions, risk disclosures, and participation requirements.

22.3 Incident Reporting

Supplier must promptly notify the Platform of accidents, injuries, safety incidents, and law enforcement involvement. This clause is critical for crisis management and insurer reporting.

23.1 On-Site Responsibility

Supplier is responsible for Customer check-in, Activity execution, and on-site issue resolution.

23.2 Complaints Handling

Supplier must handle operational complaints promptly and professionally.

23.3 Cooperation with Platform

Supplier must cooperate with Platform Customer Support in resolving Disputes.

Supplier must not: (a) misrepresent Activities or availability; (b) accept off-platform payments for Platform Bookings; (c) circumvent Platform fees or processes; (d) solicit Customers for off-platform bookings; (e) engage in fraudulent, deceptive, or unfair practices; (f) discriminate unlawfully against Customers; or (g) endanger Customers or third parties.

25.1 Non-Circumvention

Supplier shall not attempt to redirect Customers off the Platform, encourage repeat bookings outside the Platform, or use Platform data to bypass Platform services.

25.2 Consequences

Violation may result in immediate suspension, termination, or withholding or recovery of funds, in each case subject to Section 83.

26.1 Records

Supplier must maintain accurate records relating to Bookings, Customer attendance, incidents, and refunds.

26.2 Audit Cooperation

Supplier must provide records upon reasonable request.

The obligations in this Part apply for the duration of the Agreement and to all Activities listed, past or present.

28.1 Creation of Listings

Supplier may create listings for Activities using the Platform's tools, subject to review and approval by the Platform.

28.2 Listing Accuracy

Supplier must ensure that all listings are accurate, complete, and current; clearly describe the Activity; and include all material terms and conditions.

28.3 Mandatory Disclosures

Listings must disclose, where applicable: eligibility requirements; physical or health restrictions; language of delivery; accessibility limitations; and additional costs not included in the price.

29.1 Sole Responsibility

Supplier is solely responsible for all Supplier Content and any consequences arising from its use.

29.2 Prohibited Content

Supplier Content must not be misleading or deceptive; infringe third-party rights; contain unlawful, offensive, or discriminatory material; or violate Applicable Law.

29.3 Right to Edit or Remove

The Platform may edit formatting or layout, remove or suspend Supplier Content, or request modifications.

30.1 License Grant

Supplier grants the Platform a worldwide, perpetual, royalty-free, non-exclusive, transferable, and sublicensable license to use, host, modify, translate, reproduce, distribute, display, and market Supplier Content in connection with the Platform and its services.

30.2 Promotional Use

The license includes use in marketing materials, advertisements, social media, and partner channels.

30.3 Survival

This license survives termination for existing Bookings, legal compliance, and archival purposes.

31.1 Availability Accuracy

Supplier must maintain accurate availability, schedules, and capacity at all times.

31.2 Real-Time Updates

Supplier must promptly update availability when capacity changes, Activities are canceled, or schedules are modified.

31.3 Overbooking & Unavailability

Where Supplier causes unavailability or overbooking, the Platform may cancel affected Bookings, Customers will be refunded immediately, and Supplier bears financial responsibility.

32.1 Quality Expectations

Supplier must meet Platform quality standards, including customer satisfaction, safety record, fulfillment reliability, and responsiveness.

32.2 Monitoring

The Platform may monitor reviews and ratings, complaint rates, cancellation and no-show rates, and safety incidents.

32.3 Corrective Action

The Platform may require corrective action, including listing modifications, temporary suspension, or mandatory improvements.

33.1 Customer Reviews

Customers may submit reviews and ratings following completion of Activities. Reviews are governed by the Platform's separate customer-facing terms, under which reviewers grant the Platform a license to publish their reviews; Supplier acknowledges it has no ownership or control rights over review content.

33.2 No Manipulation

Supplier must not influence reviews improperly, offer incentives for reviews, or submit fake reviews.

33.3 Removal of Reviews

The Platform may remove reviews that violate Platform Policies.

34.1 Ranking Criteria

Listings may be ranked based on factors including relevance, quality scores, availability, customer feedback, and commercial considerations.

34.2 No Guaranteed Placement

The Platform does not guarantee any ranking, placement, or visibility.

34.3 Algorithm Changes & Transparency

The Platform may adjust ranking algorithms at its discretion. The Platform will make available to Supplier, through the Platform dashboard or Platform Policies, a general description of the main parameters determining ranking and their relative importance, in accordance with Section 84.5.

35.1 Grounds for Suspension

The Platform may suspend or remove listings for inaccurate content, safety concerns, regulatory risk, repeated complaints, or breach of this Agreement.

35.2 Effect of Delisting

Delisting does not relieve Supplier of obligations relating to existing Bookings, refunds, or Disputes.

36.1 Brand Integrity

The Platform may take reasonable action necessary to protect Customer trust, Platform reputation, or legal or regulatory standing.

36.2 No Obligation to Publish

The Platform has no obligation to publish or continue to publish any Activity.

37.1 Exclusive Booking Channel

All Bookings for Activities listed on the Platform must be made exclusively through the Platform.

37.2 Booking Confirmation

A Booking is considered confirmed when both of the following conditions are met:

• (a) the Customer's payment method has been successfully verified and authorized through the Platform's designated payment gateway (whether or not payment is captured at that time); and
• (b) either (i) the Activity listing is configured for instant confirmation and the system has issued a confirmation notice through the Platform, or (ii) where the listing requires manual confirmation, the Supplier has confirmed the Booking through the Platform within the applicable response window.

Where the Platform offers a "Reserve Now, Pay Later" or similar deferred-payment options, the Booking is confirmed on satisfaction of (a) and (b) above notwithstanding that payment capture occurs at a later date in accordance with the applicable cancellation and payment terms. Suppliers must not honor, accept, or independently issue confirmations for Platform-listed Activities outside the Platform, regardless of the payment method or timing used for that Booking.

37.3 Booking Information

The Platform will provide Supplier with relevant Booking details necessary to fulfill the Activity.

38.1 Limited Booking Agency

For the sole and limited purpose of concluding Bookings and collecting payment on Supplier's behalf, the Platform acts as Supplier's authorized agent. This limited agency does not extend to, and shall not be construed as authorizing the Platform to act as Supplier's agent for, the delivery, operation, supervision, or performance of any Activity, or for any other purpose not expressly stated in this Agreement. The legal contract for the performance of each Activity is between Supplier and the Customer. Subject to Section 38.2, the Platform controls the commercial and marketing relationship with the Customer in connection with the Platform's marketplace and booking services.

38.2 Control of Communications

The Platform retains control over all pre- and post-booking marketing, CRM, and transactional communications with Customers. Supplier may contact Customers directly via in-platform chat or messaging tools where specifically authorized by the Platform for purposes of fulfilling a Booking.

38.3 Supplier's Limited Scope

The Supplier's relationship with the Customer is strictly limited to the professional delivery of the booked Activity and necessary on-site support. Supplier is prohibited from soliciting Customers for direct future bookings or collecting personal data for marketing purposes.

38.4 Data & Ownership Retainment

As between the parties, and subject to Section 40 (Customer Data & Privacy) and Applicable Law, Customer profiles and booking histories are maintained by the Platform. No transfer of ownership, title, or interest in Customer data or the customer relationship is granted to Supplier under this Agreement, and Supplier's rights to use Customer data are limited to those set out in Section 40.

39.1 Permitted Communications

Supplier may communicate with Customers only for purposes of fulfilling the Booking, providing logistical information, and addressing operational issues.

39.2 Prohibited Communications

Supplier must not solicit off-platform bookings, promote competing platforms, collect direct payments, or send marketing communications unrelated to the Booking.

39.3 Platform Monitoring

The Platform may monitor communications to ensure compliance, investigate Disputes, and protect Customers, subject to Applicable Law.

40.1 Limited License

Supplier is granted a limited, non-transferable license to use Customer data solely to fulfill Bookings, as further described in Section 40.

40.2 Data Protection Compliance

Supplier must comply with all applicable data protection laws, including the Singapore Personal Data Protection Act and, where applicable, the GDPR and other local privacy regulations.

40.3 Data Security

Supplier must implement reasonable technical and organizational measures to protect Customer data.

40.4 Data Retention

Supplier must not retain Customer data longer than necessary to fulfill Bookings or comply with law.

41.1 Non-Circumvention Obligation

Supplier must not, directly or indirectly, encourage Customers to book directly outside the Platform, offer lower prices off-platform for the same Activity, or redirect Customers to other channels.

41.2 Repeat Bookings

Supplier may not solicit repeat bookings outside the Platform for Customers originally acquired through the Platform.

41.3 Enforcement

Violation may result in immediate suspension, termination, or withholding or recovery of funds, in each case subject to Section 83.

42.1 First-Line Responsibility

Supplier is solely responsible for resolving on-site, operational, and service-delivery issues arising from the Supplier's own performance, including but not limited to service quality, staff conduct, facility conditions, and timeliness of delivery ("Operational Issues").

42.2 Platform Support Role

The Platform provides centralized Customer Support for: (a) booking and payment issues; (b) refund and cancellation requests; (c) disputes between Customer and Supplier; and (d) escalations that Supplier has failed to resolve within the timeframe in Section 42.4 (collectively, "Platform-Managed Issues").

The Platform's role is to facilitate resolution; it does not assume liability for the underlying Operational Issue unless caused by the Platform's own error.

42.3 Escalation Procedure

• (a) Customer complaints received directly by Supplier regarding Operational Issues must be acknowledged within 24 hours and substantively responded to within 48 hours.
• (b) If unresolved within 5 business days, or if the Customer escalates via the Platform, the matter becomes a Platform-Managed Issue and Platform Support will take over communication with the Customer.
• (c) Supplier must respond to any Platform Support request for information or action within 24 hours of notice.

42.4 Cooperation Obligations

Supplier must:

• (a) provide accurate and complete booking, service, and communication records upon request;
• (b) not communicate directly with the Customer regarding a Platform-Managed Issue once escalated, except through the Platform or with the Platform's consent;
• (c) comply with resolutions determined by Platform Support, including refund or compensation decisions made in accordance with the Platform's dispute resolution policy.

42.5 Non-Compliance

Failure to cooperate as required under this Section 42 may result in:

• (a) the Platform issuing a refund or credit to the Customer at Supplier's cost; (b) suspension of Supplier's listing pending resolution; and/or (c) the non-cooperation being treated as a material breach under Section 85.

42.6 Cost Allocation

Refunds or compensation arising from Supplier-caused Operational Issues will be borne by Supplier and may be deducted from amounts otherwise payable to Supplier. Refunds arising from Platform error will be borne by the Platform.

43.1 Supplier Failure

If Supplier fails to deliver an Activity, delivers materially different services, or acts negligently or improperly, the Platform may cancel the Booking, refund the Customer, and recover the corresponding amounts from Supplier.

43.2 Substitute Arrangements

The Platform may, at its discretion, attempt to rebook Customers with alternative suppliers or provide refunds.

44.1 Claims Handling

All Customer claims related to Platform Bookings must be handled through the Platform.

44.2 Final Authority

The Platform has authority to determine outcomes, approve refunds, and resolve Disputes in accordance with Sections 63–67, acting reasonably and in good faith.

44.3 Binding Decisions

Supplier agrees to be bound by the Platform's decisions made in accordance with Sections 63–67

45.1 Record Keeping

Supplier must retain records of customer communications related to Bookings.

45.2 Audit & Review

The Platform may request such records in connection with Disputes or audits.

46.1 Supplier Pricing Control

The Supplier has sole authority to determine and set the retail (listing) price for each Activity listed on the Platform. This listing price must be tax-inclusive, covering any GST, VAT, or local sales tax applicable to the Supplier's sale of the Activity. The Supplier remains solely responsible for reporting and remitting any such taxes to the relevant tax authority. BookTourX assumes no responsibility for taxes arising from the Supplier's sale of the Activity.

46.2 Price Components

The total price displayed to Customers at checkout consists of the following components:

• (i) Subtotal — the tax-inclusive Activity listing price set by the Supplier under Clause 46.1;
• (ii) Platform Fee — any additional fee charged by BookTourX to the Customer for using the Platform to make the booking
• (iii) Taxes — any taxes applicable to BookTourX's own revenue from the transaction, including its commission and Platform Fee;

All components will be itemized and disclosed to the Customer at checkout.

46.3 Currency

Prices may be displayed to Customers in multiple currencies for reference purposes, at the Platform's discretion. Notwithstanding the display currency, all bookings are processed and charged in United States Dollars (USD) via the Platform's third-party payment processor. Where a Customer's payment method or bank account is denominated in a currency other than USD, any currency conversion is performed by the Customer's card issuer, bank, or the payment processor, and is outside BookTourX's control. BookTourX makes no representation as to the exchange rate applied, any conversion fees charged, or the final amount debited to the Customer, and shall not be liable for any discrepancy arising from such conversion.

46.4 Pricing Errors

The Platform may correct obvious pricing errors and cancel affected Bookings, with a refund to the Customer.

47.1 Supplier-Funded Discounts

Any discounts applied to Activities must be explicitly authorized by Supplier and funded by Supplier unless otherwise agreed.

47.2 Promotional Participation

The Platform may invite Supplier to participate in promotions, but participation is voluntary unless otherwise agreed.

47.3 Future Programs

The Platform reserves the right to introduce new promotional or pricing programs via addenda or Platform Policies.

48.1 Authorization to Collect

Supplier authorizes the Platform to collect payments from Customers on Supplier's behalf, process refunds and adjustments, and deduct commissions and fees.

Role of the Platform. For purposes of Customer-facing invoicing, payment processing, and compliance with applicable payment processor requirements, the Platform may be designated as "merchant of record" on transactions between Supplier and Customers. Notwithstanding this designation, the Platform and Supplier agree that, as between themselves, the Platform acts solely as Supplier's limited payment collection agent with respect to all funds collected from Customers, and Supplier remains the principal and seller of record for the underlying sale of goods/services.

48.2 Merchant of Record Disclosure

Customer charges may appear under the Platform's name on payment statements.

48.3 Payment Methods

The Platform may support multiple payment methods and payment service providers.

49.1 Commission Structure

The Platform charges commissions and/or service fees as set out in a separate agreement with the Supplier, or as otherwise disclosed on the Platform.

49.2 Fee Deduction

Applicable fees are deducted from each transaction before the net amount is credited to the Supplier's Wallet Balance.

49.3 Fee Changes

The Platform may revise commission rates and fees from time to time. Any such change will take effect only after the Supplier has been notified in accordance with the notice requirements.

50.1 Wallet Structure

The Platform maintains a virtual Wallet for each Supplier, reflecting funds credited in connection with completed Activities.

50.2 No Escrow or Trust

Wallet Balances are not held in escrow, do not constitute trust funds, and do not give rise to a fiduciary, custodial, or agency relationship between the Platform and the Supplier. Wallet Balances represent an unsecured contractual entitlement to payment from the Platform.

50.3 Earnings Credit Schedule

Earnings for each booking are credited to the Supplier's Wallet Balance seven (7) days after the Completion Date, provided the Activity has been completed and no Dispute has been raised by the Customer.

50.4 Withdrawal/Payout Timing

A Supplier may request withdrawal of any available Wallet Balance. All withdrawal requests are subject to Platform review, including identity verification, anti-fraud, and compliance checks, and the Platform may delay, limit, or decline a withdrawal request where such checks are incomplete or reveal a concern.

50.5 Payout Execution

Once a withdrawal request is approved, the Platform will remit payment to the Supplier's designated payout method within 7 business days. The Supplier is responsible for ensuring its designated payout method is accurate and up to date; the Platform is not liable for delays or losses arising from incorrect or outdated payout details.

51.1 Right to Withhold

The Platform may withhold all or part of a Wallet Balance where: (a) a Dispute involving the account is pending; (b) the Platform reasonably anticipates a chargeback, reversal, or refund; or (c) an investigation into suspected fraud, policy violation, or unlawful activity is ongoing. Any withheld amount will be limited to the amount reasonably necessary to cover the anticipated liability.

51.2 Offsets

The Platform may offset any refunds, chargebacks, penalties, fees, or losses arising from the user's account against the user's current or future Wallet Balance. Where the Wallet Balance is insufficient to cover the amount owed, the Platform reserves the right to pursue recovery through other lawful means, including invoicing the user directly.

51.3 Post-Termination Recovery

The rights described in this Section 51 survive termination or expiration of this Agreement for any reason, and apply to liabilities that arose, or are discovered, before, during, or after termination.

51.4 Notice

Where practicable, the Platform will provide the user with notice of any withholding or offset, including a summary of the supporting basis, within 14 business days. Notice may be delayed where providing it would compromise a fraud or legal investigation.

51.5 Right to Contest

A user may contest a withholding or offset by submitting a written objection with supporting information within 7 days of notice. The Platform will review the objection in good faith and respond within 7 business days, though this process does not suspend the Platform's right to maintain the withholding or offset pending resolution.

52.1 Refund Processing

The Platform may process refunds to Customers immediately.

52.2 Financial Responsibility

Supplier is financially responsible for refunds resulting from Supplier fault, non-delivery, misrepresentation, or failure to respond.

52.3 Chargebacks

Supplier authorizes the Platform to contest or accept chargebacks and recover associated fees.

53.1 Supplier Tax Responsibilities

Except where Applicable Law requires the Platform to collect, withhold, report, or remit taxes, Supplier is solely responsible for: (a) determining all taxes (including GST, VAT, sales tax, and other indirect or similar taxes) applicable to the Activities, in every jurisdiction in which Supplier operates or the Activities are supplied or consumed; (b) obtaining and maintaining all tax registrations required in connection with the Activities; (c) ensuring that all pricing submitted to the Platform is inclusive of all applicable taxes described in (a), unless the Platform expressly permits otherwise in writing; (d) filing all required tax returns accurately and on time; and (e) paying all taxes arising from Supplier's business and the provision of the Activities.

53.2 Division of Tax Responsibility

For clarity, the Platform is responsible only for taxes applicable to its own commission, service fees, or other revenue earned by the Platform. All taxes applicable to the Activity itself — including any GST, VAT, or sales tax component embedded in the price paid by the Customer — remain the sole responsibility of Supplier, except to the extent Section 53.4 applies.

53.3 Accuracy of Pricing

Supplier represents and warrants that: (a) all prices submitted to the Platform are accurate, current, and fully inclusive of applicable taxes as required under Section 53.1(c); (b) it holds all tax registrations required for the Activities it lists; and (c) it will notify the Platform promptly, and in any event within 21 days, of any change in its tax registration status, including deregistration, new registration obligations, or a change of the jurisdictions in which it is required to account for tax.

53.4 Platform Tax Collection and Withholding

Where required by Applicable Law, a governmental authority, or the Platform's reasonable operational requirements to comply with such law, the Platform may calculate, collect, withhold, report, or remit taxes relating to Bookings on Supplier's behalf, and may deduct such amounts from payments otherwise payable to Supplier. Where the Platform exercises this right other than pursuant to a legal requirement, it will provide Supplier with reasonable advance notice where practicable.

53.5 Shortfalls and Offset

If amounts collected, held, or remitted in respect of an Activity are, for any reason, insufficient to satisfy taxes properly due on that Activity — including due to inaccurate or non-inclusive pricing submitted by Supplier — the Platform may deduct the shortfall, together with any related penalties or interest imposed on the Platform as a result, from current or future amounts payable to Supplier, or invoice Supplier directly for such amounts.

53.6 Indemnity

Supplier shall indemnify, defend, and hold harmless the Platform, its affiliates, and their respective officers, employees, and agents from and against any and all taxes, penalties, interest, fines, costs, and expenses (including reasonable legal fees) incurred or imposed as a result of: (a) Supplier's failure to accurately determine, price, collect, report, or remit taxes as required under this Section 53; (b) any breach of Supplier's representations or warranties under Section 53.3; or (c) any tax assessment, audit, or claim by a governmental authority arising from Supplier's Activities or business, except to the extent caused by the Platform's gross negligence, willful misconduct, or breach of this Agreement.

53.7 Platform Tax Administration

The Platform may provide booking records, settlement statements, or transaction summaries for Supplier's reference and reporting convenience. Such information is provided for convenience only, is not a substitute for Supplier's own tax determinations, and does not constitute tax, accounting, or legal advice. Supplier remains solely responsible for verifying the accuracy of such records for its own tax filings.

53.8 Supplier Cooperation and Records

Supplier agrees to: (a) provide any tax information, registrations, certificates, or documentation reasonably requested by the Platform to enable the Platform to comply with Applicable Law, within 14 days of request; (b) retain all records relevant to the tax treatment of its Activities for the longer of (i) 7 years, or (ii) the minimum period required under Applicable Law; and (c) reasonably cooperate with the Platform in connection with any tax audit, inquiry, or assessment relating to the Activities.

53.9 Non-Compliance

Without limiting any other right or remedy available to the Platform, if Supplier fails to provide documentation requested under Section 53.8(a), fails to maintain required tax registrations, or is otherwise found to be non-compliant with this Section 53, the Platform may suspend listings or withhold payouts.

53.10 Cross-Border and Withholding Taxes

Where payments to Supplier are subject to withholding tax, reverse-charge mechanisms, or similar cross-border tax obligations under Applicable Law, the Platform may withhold and remit the required amount, and Supplier shall provide any certificates (e.g., tax residency certificates) reasonably necessary to reduce or eliminate such withholding where available under applicable treaties or law.

54.1 Records

Supplier must maintain accurate financial records relating to Activities and Bookings.

54.2 Audit Rights

The Platform may audit compliance related to payments and disputes.

55.1 Conversion Rates

Currency conversion rates are determined by the Platform or its payment providers.

55.2 Fees

Conversion or processing fees may apply and be deducted.

Supplier acknowledges that payments are subject to risk of fraud and chargebacks, and that the Platform does not guarantee payment.

57.1 Policy Hierarchy

Cancellation and refund outcomes are determined in the following order of priority: (a) Supplier-specific cancellation policy displayed on the listing; (b) the Platform default cancellation policy set out in Section 58; and (c) Platform override under Section 57.4, where necessary.

57.2 Supplier Cancellation Policy

As set out in the Supplier Cancellation Policy here

57.3 Platform Default Cancellation Policy

Unless otherwise stated on the listing:

• (a) more than 24 hours before the Activity start time, the Customer receives a full refund;
• (b) 24 hours or less before the start time, no refund is due; and
• (c) a no-show is treated as a late cancellation under (b).

57.4 Platform Override

The Platform reserves the right to override any cancellation policy in order to protect Customers, comply with Applicable Law, address safety or Force Majeure Events, or resolve Disputes fairly.

As set out in the Supplier Cancellation & Performance Policy here

59.1 Processing

All cancellations must be initiated through the Platform. A Customer may cancel a booking only through the Platform. Cancellation requests submitted by any other means (including direct communication with the Supplier) shall not be effective and shall not obligate the Supplier or the Platform to process a refund.

59.2 Refund Calculation & Processing

As set out in Refund Calculation & Processing Policy here

60.1 Prohibited Except Where Necessary

Supplier must not cancel Bookings except where safety is compromised, a Force Majeure Event applies, or cancellation is required by law.

60.2 Notification

Supplier must notify the Platform immediately of any cancellation.

60.3 Financial Responsibility

Supplier bears all costs arising from Supplier-initiated cancellations, including refunds, rebooking costs, and reasonable Customer goodwill gestures approved in advance by the Platform.

61.1 Definition

"Force Majeure Event" means an event beyond a party's reasonable control, including natural disasters, epidemics or pandemics, government restrictions, and war or terrorism.

61.2 Effect on Bookings

Where a Force Majeure Event affects a Booking, the Platform will determine the appropriate Customer-facing outcome (which may include a refund or credit) acting reasonably and in accordance with Platform Policies. Neither party is liable for a failure to perform its obligations under this Agreement to the extent such failure results from a Force Majeure Event, provided the affected party gives prompt notice and uses reasonable efforts to mitigate the impact.

62.1 Dispute Triggers

Disputes may arise from Customer complaints, refund requests, chargebacks, safety incidents, or regulatory inquiries.

62.2 Investigation Authority

The Platform may investigate Disputes at its discretion.

62.3 Supplier Cooperation

Supplier must respond within 3 Business Days and provide complete and accurate evidence.

63.1 Acceptable Evidence

Evidence may include attendance records, photos or videos, GPS or timestamped data, and communication logs.

63.2 Failure to Provide Evidence

Failure to respond or provide sufficient evidence within the period in Section 62.3 may result in a decision in favor of the Customer and corresponding financial liability for Supplier.

64.1 Platform Decision

The Platform has authority to determine dispute outcomes, approve refunds, and allocate financial responsibility, acting reasonably and in good faith based on the evidence available.

64.2 Binding Effect

Platform decisions made under this Section are binding on the parties, without prejudice to Supplier's rights under Section 84.3 and Section 99.

65.1 Chargeback Management

The Platform may contest or accept chargebacks and submit evidence on Supplier's behalf.

65.2 Costs

Chargeback fees and losses may be recovered from Supplier where the underlying chargeback resulted from Supplier fault.

66.1 Review Rights

Customers may leave reviews regardless of dispute outcome.

66.2 No Retaliation

Supplier must not retaliate against Customers for reviews or complaints.

67.1 Pattern Identification

Repeated issues may trigger audits, mandatory corrective actions, or suspension.

67.2 Platform Remedies

The Platform may impose booking limits, temporary holds, or termination in accordance with Part XI.

68.1 Duty of Care

Supplier owes a direct duty of care to Customers and third parties participating in or affected by Activities.

68.2 Safe Operations

Supplier must operate Activities in a safe, responsible, and professional manner at all times.

68.3 Risk Disclosure

Supplier must clearly disclose inherent risks, participation requirements, and health or physical limitations.

69.1 Mandatory Insurance

Supplier must maintain appropriate insurance coverage as required by Applicable Law and/or the nature of the Activity, from onboarding (Section 11) through the duration of any live listing.

69.2 Minimum Coverage

Where required by the Platform, Supplier must maintain commercial general liability insurance with coverage sufficient for the risks associated with the Activity, as further specified in Platform Policies for the relevant Activity category.

69.3 Activity-Based Requirements

The Platform may impose additional insurance requirements for higher-risk Activities (e.g., adventure, water-based, motorized).

69.4 Proof of Insurance

Supplier must provide proof of insurance upon request, and before the relevant Activities go live where required under Section 69.1. Insurance must remain valid for the duration of the Activity listings and be renewed without lapse.

69.5 Failure to Maintain

Failure to maintain required insurance may result in immediate suspension, delisting, or termination.

69.6 No Platform Insurance for Customers

Supplier acknowledges that the Platform does not provide travel or activity insurance to Customers, that Customers are responsible for obtaining their own insurance, and that Supplier must not represent otherwise.

70.1 Incident Reporting

Supplier must notify the Platform promptly of accidents or injuries, medical emergencies, law enforcement involvement, and serious safety incidents.

70.2 Cooperation

Supplier must cooperate fully with Platform investigations, insurers, and authorities.

71.1 Legal Compliance

Supplier must comply with all Applicable Laws relating to tourism, consumer protection, safety, and licensing.

71.2 Inspections

Supplier must cooperate with inspections by authorities.

71.3 Regulatory Requests

Supplier must promptly inform the Platform of regulatory actions affecting Activities.

72.1 Maintenance of Records

Supplier must maintain records relating to safety procedures, insurance policies, incident reports, and licenses.

72.2 Access

The Platform may request such records for compliance purposes.

73.1 Immediate Suspension

The Platform may immediately suspend Activities or accounts where safety risks arise, insurance lapses, or regulatory violations are suspected, subject to the statement of reasons required under Section 84.1.

73.2 No Liability

The Platform shall not be liable for losses resulting from a suspension made reasonably and in good faith under this Section.

74.1 Supplier IP

Except as expressly stated, Supplier retains ownership of all intellectual property rights in Supplier Content.

74.2 Platform IP

The Platform retains all rights in the Platform and its services; software, algorithms, and databases; trademarks, logos, and branding; and reviews, ratings, and aggregated data.

75.1 License Scope

Supplier grants the Platform a worldwide, irrevocable, royalty-free, non-exclusive, sublicensable, and transferable license to use, host, store, modify, translate, display, and distribute Supplier Content.

75.2 Purpose

The license covers operation of the Platform; marketing and promotion; partner distribution; and analytics and optimization.

75.3 Moral Rights Waiver

To the extent permitted by law, Supplier waives any moral rights in Supplier Content.

76.1 Limited License

Supplier is granted a limited, non-exclusive, non-transferable license to use the Platform solely to list and manage Activities.

76.2 Restrictions

Supplier must not reverse engineer, copy or scrape data, or use Platform IP outside permitted purposes.

77.1 Platform Data

As between the parties, the Platform is responsible for maintaining booking data, transaction data, reviews and ratings, and aggregated or anonymized analytics generated through the Platform, subject to Supplier's rights of access under Section 77.2 and Applicable Law.

77.2 Supplier Access

Supplier may access data solely through Platform tools and only as necessary to fulfill Bookings.

78.1 Limited Use

Supplier may use Customer data only to deliver Activities and communicate logistics.

78.2 Prohibited Use

Supplier must not use Customer data for marketing, retain data unnecessarily, or share data with third parties except as necessary to deliver the Activity or comply with Applicable Law.

78.3 Data Protection Compliance and Roles

Each party shall comply with all applicable data protection laws, including the Singapore Personal Data Protection Act and, where applicable, the GDPR. The parties' respective roles (including whether either party acts as a controller, joint controller, or processor in respect of any given processing activity) shall be as set out in the Platform's data processing terms, incorporated by reference under Section 7. Nothing in this Section 78 shall be construed as determining controller or processor status for the purposes of Applicable Law.

78.4 Data Security

Supplier must implement reasonable technical and organizational measures to protect Customer data.

78.5 Breach Notification

Supplier must notify the Platform without undue delay, and in any event within 48 hours of becoming aware, of any data breach involving Customer data.

79.1 Definition

"Confidential Information" includes business information; pricing and commissions; technical data; and non-public Platform information.

79.2 Obligations

Each party must keep Confidential Information confidential and use it only for permitted purposes.

79.3 Exceptions

Confidentiality does not apply to information that is publicly available, lawfully obtained from third parties, or required to be disclosed by law.

IP licenses, data restrictions, and confidentiality obligations survive termination of this Agreement.

81.1 General Authority

The Platform may take reasonable action it deems necessary to protect Customers, preserve Platform integrity, ensure compliance with this Agreement, and prevent fraud, abuse, or harm.

81.2 Enforcement Measures

Measures may include content removal or modification; listing suppression; booking suspension; Wallet holds; and account suspension or termination, in each case subject to Section 84.

82.1 Grounds for Suspension

The Platform may suspend Supplier access immediately if Customer safety is at risk; fraud or misrepresentation is suspected; Supplier breaches this Agreement; required documentation becomes invalid; or excessive complaints or disputes arise.

82.2 No Prior Notice Required in Urgent Cases

Where urgent, suspension may occur without prior notice. Where access is suspended under this Section, the Platform will provide Supplier with a statement of reasons in accordance with Section 84.1.

82.3 Investigation

The Platform may conduct internal investigations and request supporting evidence.

83.1 Listing Controls

The Platform may remove Activities, limit visibility, pause sales, or adjust presentation, acting reasonably and in accordance with Section 34 and Section 35.

83.2 No Guaranteed Ranking

Supplier acknowledges that rankings are algorithmic and discretionary and that visibility is not guaranteed.

84.1 Statement of Reasons

Where the Platform suspends, restricts, or terminates Supplier's account, or any Activity listing, under Section 13.2, Section 73, Section 82, Section 85.1, or any other provision of this Agreement, the Platform shall, at or promptly following the time such action takes effect (and in any event within a reasonable period thereafter, except where prohibited by Applicable Law or necessary to comply with a legal or regulatory obligation), provide Supplier with a statement setting out: (a) the facts and circumstances leading to the decision; and (b) where applicable, reference to the specific ground(s) under this Agreement or Platform Policies relied upon.

84.2 Notice of Amendments

Except where a shorter period is required to comply with Applicable Law, address a security or fraud risk, or respond to an unforeseen and imminent danger, the Platform shall provide Supplier with no less than fifteen (15) days' prior notice of any amendment to this Agreement or the Platform Policies that materially affects Supplier's rights or obligations. Where an amendment requires Supplier to make material technical or commercial adjustments, the Platform will use reasonable efforts to extend this notice period accordingly. Continued use of the Platform following the effective date of an amendment constitutes acceptance.

84.3 Internal Complaint-Handling

The Platform shall maintain an internal complaint-handling system through which Supplier may lodge complaints regarding: (a) alleged non-compliance by the Platform with its obligations under this Agreement or Applicable Law; (b) technological issues directly related to the provision of Platform services; and (c) measures taken by, or the conduct of, the Platform relating to suspension, restriction, or termination of Supplier's account or listings. The Platform will acknowledge receipt and provide a substantive response within a reasonable time. Use of this process does not affect Supplier's other rights under this Agreement, including under Section 99 (Dispute Resolution).

84.4 Mediation

Without prejudice to Section 99, where a Dispute between Supplier and the Platform arising from this Agreement is not resolved through the internal complaint-handling process described in Section 84.3, the Platform will identify, upon Supplier's request, at least two independent mediators with which the Platform is willing to engage to attempt to resolve the Dispute prior to commencement of arbitration under Section 99.2. Engagement of a mediator is voluntary for both parties and does not extend any applicable notice or limitation period. Each party bears its own costs of mediation unless otherwise agreed.

84.5 Ranking Transparency

Without limiting Section 34, the Platform will make available to Supplier, through the Platform dashboard or Platform Policies, a general description of the main parameters determining the ranking of Activities in search results and the relative importance of those parameters as compared to other parameters.

85.1 Termination for Cause

The Platform may terminate immediately if Supplier commits material breach; engages in fraud or illegal activity; endangers Customers; repeatedly violates Platform Policies; or fails KYC/KYB or insurance requirements.

85.2 Termination for Convenience

The Platform may terminate without cause upon the notice period specified in Section 84.2.

86.1 Voluntary Termination

Supplier may terminate with written notice, subject to fulfillment of existing Bookings and continued compliance with surviving obligations.

87.1 Existing Bookings

Upon suspension or termination, no new Bookings will be accepted, and existing confirmed Bookings must be honored unless otherwise directed by the Platform.

87.2 Platform Cancellation Rights

The Platform may cancel Bookings, issue refunds to Customers, and deduct amounts from Supplier balances in accordance with Part VI.

88.1 Outstanding Balances

The Platform may withhold funds to resolve disputes, cover refunds or chargebacks, or satisfy liabilities.

88.2 Set-Off Rights

The Platform may offset any amounts owed by Supplier against amounts otherwise payable to Supplier.

The following survive termination: confidentiality (Section 79); IP licenses (Sections 75, 76, 80); indemnities (Sections 53.6, 99); liability limitations (Section 98); and governing law and dispute resolution (Sections 103–105).

The Platform shall not be liable for lost profits, loss of business, reputational harm, or data deletion following a termination effected in accordance with this Agreement.

The Platform may cooperate with regulators, share information as legally required, and take action to comply with law.

92.1 Marketplace Status

The Platform operates an online marketplace connecting Customers with Suppliers and, for the limited purposes described in Section 3.2 and Section 38, acts as Supplier's agent to conclude Bookings and collect payment. Except as so provided, the Platform does not operate Activities; does not control Suppliers' day-to-day business operations; and is not a tour operator, travel agent, event organizer, or reseller.

92.2 Supplier Responsibility

Supplier is solely responsible for Activity performance; safety and quality; compliance with laws; and Customer interactions.

93.1 No Endorsement

The Platform does not endorse or guarantee Supplier services, Activity outcomes, or Customer satisfaction.

93.2 Reviews

Reviews reflect customer opinions only.

94.1 Excluded Damages

To the maximum extent permitted by law, the Platform is not liable for indirect, incidental, or consequential damages, or loss of profits, revenue, data, or reputational harm.

94.2 Liability Cap

The Platform's total aggregate liability shall not exceed the total Platform fees paid by Supplier in the twelve (12) months preceding the claim.

94.3 Jurisdictional Exceptions

Nothing in this Section limits liability for fraud, willful misconduct, or liability that cannot be excluded by law.

95.1 Indemnity Scope

Supplier shall defend, indemnify, and hold harmless the Platform, its affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or relating to: (a) Activity performance; (b) Customer injury or death; (c) misrepresentation by Supplier or its personnel; (d) Supplier's breach of Applicable Law; (e) infringement of intellectual property rights by Supplier Content; or (f) Supplier's violation of data protection obligations under this Agreement, except to the extent such claims, damages, losses, liabilities, costs, or expenses are caused by the gross negligence, willful misconduct, or breach of this Agreement by the Platform, its affiliates, or their respective officers, directors, employees, or agents.

95.2 Indemnity Procedures

The Platform may control defense strategy and settle claims at its discretion, acting reasonably; Supplier must cooperate fully. The Platform will give Supplier prompt notice of any claim for which indemnification is sought.

The Platform does not provide travel insurance or liability coverage for Supplier Activities. Suppliers are responsible for their own insurance in accordance with Part VIII.

To the extent permitted by Applicable Law, Supplier releases the Platform from claims related to Activity delivery, Customer interactions, and third-party conduct, except to the extent such claims arise from the Platform's gross negligence, willful misconduct, or breach of this Agreement.

98.1 Applicable Law

This Agreement is governed by and construed in accordance with the laws of Singapore, excluding conflict of laws principles.

98.2 Local Mandatory Law

Nothing in this Agreement limits the application of mandatory consumer, commercial, or platform-fairness laws where required by the jurisdiction in which Supplier is established or offers Activities.

99.1 Good Faith Resolution

The parties shall first attempt to resolve disputes in good faith through informal negotiations and, where applicable, the internal complaint-handling and mediation process described in Section 84.3 and Section 84.4.

99.2 Arbitration

Any dispute arising out of or relating to this Agreement that is not resolved under Section 99.1 shall be finally resolved by binding arbitration seated in Singapore, conducted in English, before one (1) arbitrator appointed under the arbitration rules of the Singapore International Arbitration Centre (SIAC).

99.3 Injunctive Relief

Nothing in this Section prevents the Platform from seeking injunctive or equitable relief in any court of competent jurisdiction.

Supplier agrees that disputes shall be brought only in an individual capacity, and not as a class, collective, or representative action, to the maximum extent permitted by law.

101.1 Platform Assignment

The Platform may assign this Agreement, including in connection with a corporate restructuring, merger, or acquisition, or an asset sale, and will provide Supplier with reasonable notice of any such assignment.

101.2 Supplier Restrictions

Supplier may not assign or transfer this Agreement without the Platform's prior written consent.

102.1 Amendments

The Platform may amend this Agreement in accordance with, and subject to, the notice requirements set out in Section 84.2.

102.2 Continued Use

Continued use of the Platform following the effective date of an amendment constitutes acceptance.

Nothing in this Agreement creates an employment, partnership, agency (other than the limited agency described in Section 3.2 and Section 38.1), or joint venture relationship. Supplier acts as an independent contractor.

If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the parties will negotiate in good faith to replace the invalid provision with a valid one that most closely reflects the original intent.

Failure to enforce any provision does not constitute a waiver of that or any other provision.

This Agreement, together with the Platform Policies incorporated by reference under Section 7, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings relating to its subject matter.

This Agreement is drafted in English. Any translations are provided for convenience only, and the English version prevails in the event of any inconsistency.

This Agreement may be accepted electronically and constitutes a legally binding agreement upon acceptance.

Notices may be provided electronically via the Platform dashboard, registered email, or other electronic means agreed between the parties.

All provisions that by their nature should survive termination shall survive, including those identified in Section 89.

Platform contact details will be provided within the Platform or via official communications.