PARTNERSHIP AGREEMENT

This Partnership Agreement ("Agreement") is entered into between:

TRIPSORA CAPITALS LTD
Company Number: 16549250
Registered Office: 124 City Road, London EC1V 2NX, United Kingdom
(hereinafter referred to as "Tripsora", "we", "us", or "our")

AND

THE PARTNER
As identified in the Partner Registration Form
(hereinafter referred to as "Partner", "you", or "your")

(Collectively referred to as the "Parties")

WHEREAS:

• Tripsora operates an AI-powered travel planning platform that enables consumers to build personalized trip itineraries;
• Partner is a duly licensed and registered premium local travel agency with expertise as a regional expert providing specialized travel services;
• Tripsora desires to connect its platform users with trusted premium local travel partners who can enhance their travel experiences;
• Partner wishes to join Tripsora's network of premium local experts to connect with travelers planning trips to Partner's region of expertise;
• The Parties wish to establish a mutually beneficial partnership arrangement on the terms set forth herein.

4.1 Partnership Objectives

The purpose of this partnership is to:

• Connect travelers building personalized itineraries on Tripsora's platform with premium local travel experts;
• Enable consumers to enhance their travel plans with professional local services and expertise;
• Provide Partner with access to qualified travelers actively planning trips to Partner's region of expertise;
• Allow Partners to qualify connection requests and offer premium services including lodging, resorts, transportation, airport pickup, tour guides, and local experiences;
• Maintain high standards of service delivery to ensure traveler satisfaction;
• Enhance the travel planning experience through expert local guidance and premium services.

4.2 Business Model - How Tripsora Works

Tripsora operates as an AI-powered travel planning and connection platform where:

• Consumers Build Itineraries: Travelers use Tripsora's platform to create personalized trip itineraries using AI-powered planning tools;
• Connection Request: During the planning process, consumers can request to connect with premium local travel agencies or partners who are experts in their destination region;
• Partner Notification: When a consumer requests connection for a destination matching Partner's region of expertise, qualified Partners are notified and may submit bids;
• Competitive Bidding: Partners bid on the opportunity to be connected with the consumer based on connection fee amount;
• Highest Bidder Wins: The highest bidding qualified Partner is selected and introduced to the consumer;
• Partner Connection: Partner receives consumer's contact information and trip details to initiate communication;
• Service Delivery: Partner qualifies the connection, discusses the consumer's needs, and offers premium services such as lodging, resort bookings, transportation, airport pickup, tour guides, and other local expertise;
• Value for Partners: Partners gain access to travelers actively planning trips to their region who have explicitly requested professional assistance.

4.3 Nature of Relationship

This Agreement creates an independent contractor relationship. Partner is not an employee, agent, or legal representative of Tripsora. Partner has no authority to bind Tripsora to any obligation without express written consent. Tripsora facilitates connections but is not involved in the direct provision of travel services to consumers. All services, bookings, and transactions are conducted directly between Partner and consumer.

5.1 Licensing and Compliance

Partner represents, warrants, and agrees that:

• Partner holds all necessary licenses, permits, and authorizations to operate as a travel agency in Partner's jurisdiction;
• Partner will maintain all required licenses in good standing throughout the Term;
• Partner complies with all applicable laws, regulations, and industry standards;
• Partner has legal authority to provide Services in Partner's declared region of expertise;
• Partner will immediately notify Tripsora of any suspension, revocation, or material change to licenses or regulatory status.

5.2 Regional Expertise

Partner represents and warrants that:

• Partner possesses genuine local knowledge and expertise in declared regions;
• Partner maintains active business operations in or has established partnerships within the region;
• Partner can provide the full range of services offered in Partner profile (lodging, transportation, tours, etc.);
• Partner's regional expertise claims are accurate and not misleading;
• Partner will update regional coverage if business circumstances change.

5.3 Service Standards

Partner agrees to:

• Provide Services in a professional, competent, and timely manner befitting a premium local expert;
• Maintain industry-leading service quality levels;
• Respond to consumer connections within the timeframes specified in Partner's profile (typically within 24 hours);
• Provide accurate information regarding travel products, pricing, and availability;
• Offer competitive and transparent pricing for all services;
• Honor all confirmed bookings and commitments made to consumers;
• Provide appropriate customer support during business hours as specified in registration;
• Maintain professional communication standards with all consumers;
• Properly qualify each connection to understand consumer needs before proposing services.

5.4 Insurance Requirements

Partner must maintain adequate insurance coverage including:

• Professional indemnity insurance with minimum coverage of £1,000,000 (or equivalent);
• Public liability insurance with minimum coverage of £2,000,000 (or equivalent);
• Any other insurance required by applicable law or industry regulations;
• Proof of insurance must be provided to Tripsora upon request.

5.5 Data Protection and Privacy

Partner agrees to:

• Comply with all applicable data protection laws including UK GDPR and Data Protection Act 2018;
• Process personal data only as necessary for providing Services to connected consumers;
• Implement appropriate technical and organizational security measures;
• Not share or sell consumer personal data to third parties without consent;
• Notify Tripsora immediately of any data breaches or security incidents;
• Maintain appropriate data processing agreements where required;
• Use consumer itinerary information only for the purpose of providing requested services.

5.6 Consumer Connection Requirements

Upon being connected with a consumer, Partner agrees to:

• Contact the consumer within the response time committed in Partner's profile;
• Acknowledge receipt of the connection and consumer's trip details;
• Conduct a professional needs assessment to understand the consumer's requirements;
• Provide expert recommendations based on local knowledge and consumer preferences;
• Present clear, itemized pricing for all proposed services (lodging, transportation, tours, etc.);
• Explain all costs, fees, booking conditions, and cancellation policies transparently;
• Offer value-added services that leverage Partner's local expertise;
• Follow up promptly on consumer questions and requests;
• Maintain communication in a professional and courteous manner;
• Not pressure or mislead consumers into purchases;
• Respect consumer decisions if they choose not to proceed with services;
• Honor any quotes or commitments made during discussions.

5.7 Service Upselling and Offerings

Partner may offer and upsell the following services to connected consumers:

• Lodging Services: Hotel bookings, resort reservations, vacation rentals, boutique accommodations;
• Transportation: Airport pickup/drop-off, private transfers, car rentals, inter-city transport;
• Tour Services: Guided tours, private excursions, group activities, adventure experiences;
• Local Experiences: Cultural activities, dining reservations, event tickets, insider access;
• Travel Consultation: Itinerary optimization, insider tips, safety guidance, logistics support;
• Premium Add-ons: VIP services, luxury upgrades, special occasion arrangements;
• Package Deals: Bundled services offering convenience and value.

All upselling must be done ethically, with clear value proposition and transparent pricing.

5.8 Marketing and Branding

Partner agrees to:

• Use Tripsora's brand assets only as authorized in writing;
• Adhere to Tripsora's brand guidelines in all marketing materials;
• Seek approval for any marketing materials featuring Tripsora branding;
• Not make misleading or false claims about Tripsora or its Services;
• Promote the partnership in accordance with agreed marketing standards;
• Properly represent Partner's status as a "Tripsora Premium Partner" or similar designation.

6.1 Platform Access and Tools

Tripsora agrees to:

• Provide Partner with access to the Partner Portal and associated tools;
• Maintain reasonable platform availability and performance;
• Provide technical support for platform-related issues;
• Offer training materials and resources for effective platform use;
• Deliver notifications of new connection requests matching Partner's region of expertise;
• Provide analytics and reporting on bid activity and connection performance;
• Supply consumer itinerary details and trip information to facilitate Partner's service planning.

6.2 Consumer Itinerary Building Platform

Tripsora commits to:

• Maintain and continuously improve the AI-powered itinerary building platform;
• Market the platform to attract travelers planning trips;
• Provide consumers with tools to create detailed, personalized trip plans;
• Present the option to connect with premium local partners at appropriate stages of itinerary building;
• Clearly explain the value of connecting with local experts to consumers;
• Ensure consumers who request connections have genuine interest in professional travel services.

6.3 Connection Request Quality

Tripsora commits to:

• Only forward connection requests from consumers who have explicitly opted to connect with partners;
• Provide complete and accurate consumer itinerary information to bidding Partners;
• Screen and validate connection requests to ensure legitimacy;
• Match connection requests with Partners based on regional expertise and service capabilities;
• Remove fraudulent or spam requests when identified;
• Continuously work to improve connection request quality and conversion potential;
• Ensure consumers understand they will be contacted by premium local travel experts.

6.4 Fair Bidding Process

Tripsora will:

• Operate a transparent and fair bidding system for connection opportunities;
• Clearly communicate bidding rules and evaluation criteria;
• Notify Partners promptly of bid results;
• Consider multiple factors beyond price (rating, regional expertise, specialization, response time);
• Provide equal opportunity to all qualified Partners in good standing;
• Not unfairly discriminate among Partners of similar qualifications;
• Award connections to the highest bidding Partner who meets quality and expertise criteria.

6.5 Payment Processing and Billing

Tripsora will:

• Process payments securely through authorized payment providers;
• Provide clear invoices and statements of fees charged;
• Maintain Partner account balance information accurately;
• Process refund requests fairly according to refund policy;
• Issue appropriate tax documentation (VAT invoices) as required by law;
• Protect Partner payment information with industry-standard security.

6.6 Support and Communication

Tripsora commits to:

• Provide dedicated partner support channels (email, chat, phone);
• Communicate material changes to platform, policies, or fees with reasonable notice;
• Respond to partner inquiries in a timely manner (typically within 48 hours);
• Conduct regular partner performance reviews and provide constructive feedback;
• Offer guidance on improving bid success rates and consumer conversion;
• Provide regular updates on platform enhancements and new features;
• Share best practices for qualifying connections and upselling services effectively.

6.7 Marketing and Platform Promotion

Tripsora will:

• Actively market the Tripsora platform to attract travelers;
• Invest in SEO, advertising, and content marketing;
• Enhance platform features and AI capabilities;
• Promote the quality and reliability of premium partner network;
• Maintain professional brand standards that benefit all Partners;
• Position Partners as valuable local experts who enhance the travel experience.

7.1 Partnership Fees Overview

Partner agrees to pay Tripsora the following fees:

• One-Time Admin Fee: £25 GBP payable upon acceptance as a Tripsora Premium Partner
• Connection Fees: Variable fees based on competitive bidding for each consumer connection

7.2 One-Time Admin Fee

Details of the admin fee:

• Amount: £25 GBP (Twenty-Five British Pounds)
• Payment Timing: Due upon Partner application approval and before Partner Portal access is granted
• Purpose: Covers administrative costs of partner onboarding, verification, and account setup
• Non-Refundable: This fee is non-refundable once Partner account is activated
• One-Time Only: This fee is charged only once for the lifetime of the partnership, not annually

7.3 Connection Fees - Bidding System

Partner pays connection fees for being introduced to consumers according to the following model:

• Bidding System: Partners submit bids for the opportunity to be connected with consumers who have requested partner services;
• Highest Bid Priority: The highest bidding qualified Partner is selected and connected with the consumer;
• Fee Per Connection: Partner pays the bid amount for each accepted connection;
• Variable Pricing: Fees vary based on connection request characteristics including destination, trip budget, complexity, travel dates, and services requested;
• Minimum Bids: Tripsora may establish minimum bid thresholds for certain connection categories.

7.4 Connection Fee Categories

Connection fees are structured based on request characteristics:

• Standard Connections: Basic trip planning assistance, single-destination trips, standard services (lodging, transportation);
• Premium Connections: Complex itineraries, multi-destination trips, specialized service requests;
• Luxury Travel: High-value trips with luxury service requirements, exclusive experiences;
• Corporate/Group Travel: Business travel, group bookings, event coordination;
• Specialty Services: Destination weddings, adventure travel, unique experiences requiring specialized expertise;
• Peak Season Connections: Requests during high-demand travel periods for popular destinations.

Specific fee ranges for each category are communicated through the Partner Portal and may be adjusted with 30 days' written notice.

7.5 Bidding Process - How It Works

The connection bidding process operates as follows:

1. Notification: Partner receives notification when a consumer requests connection for a destination matching Partner's region of expertise;
2. Request Review: Partner reviews connection request details including consumer's itinerary, trip dates, budget range, requested services, and travel preferences;
3. Bid Submission: Partner submits bid amount within specified timeframe (typically 2-24 hours depending on request urgency);
4. Evaluation: Tripsora evaluates all bids considering: bid amount, Partner rating, regional expertise, specialization match, and response time;
5. Selection: Highest bidding qualified Partner is selected for connection;
6. Connection: Winning Partner receives full consumer details including contact information and complete itinerary;
7. Payment: Partner is charged the bid amount upon acceptance of the connection;
8. Engagement: Partner must contact consumer within committed response time to begin service discussion.

7.6 Payment Terms

Partner agrees to the following payment terms:

• Admin Fee Payment: Credit/debit card or bank transfer due before account activation;
• Connection Fee Payment: Pre-funded account balance or immediate payment via authorized payment method;
• Account Balance: Partners may maintain a pre-funded balance for automatic bid processing;
• Payment Due: Connection fees are due immediately upon connection acceptance and assignment;
• Failed Payments: Inability to pay may result in bid rejection and account suspension;
• Currency: All fees in British Pounds (GBP) unless otherwise agreed;
• Taxes: All fees are exclusive of VAT and applicable taxes, which will be added as required by law.

7.7 What Connection Fees Cover

Connection fees paid by Partner cover:

• Introduction and facilitation of communication with consumer;
• Access to consumer's complete trip itinerary and planning details;
• Consumer contact information (email, phone);
• Consumer's stated budget range and service preferences;
• Priority connection as highest bidder for that specific request;
• Platform tools and support for managing the connection.

7.8 What Connection Fees Do NOT Guarantee

Partner acknowledges and understands:

• Connection fees provide access to consumers, not guaranteed bookings;
• Consumer may choose not to proceed with any services;
• Consumer may find Partner's pricing or offerings unsuitable;
• Consumer may change travel plans or cancel trip;
• Multiple factors affect conversion including Partner's service quality, pricing, communication, and consumer circumstances;
• Tripsora does not guarantee any specific conversion rate or revenue from connections.

7.9 Refund Policy

Refunds or credits may be issued in the following circumstances:

• Invalid Connection: Consumer contact information is incorrect or non-functional;
• Duplicate Connection: Same consumer/request was already provided to Partner;
• Misrepresented Request: Connection request details materially differ from what was presented in the bid;
• Wrong Region: Consumer's destination is outside Partner's declared region of expertise due to system error;
• Consumer Never Requested: Consumer did not actually request connection with partners (system error);
• Fraud: Connection request is determined to be fraudulent or spam.

Refund requests must be submitted within 7 days of connection assignment with supporting documentation. Tripsora will investigate and respond within 10 business days.

7.10 Non-Refundable Scenarios

No refunds are provided if:

• Consumer chooses not to proceed with Partner's services for any reason;
• Consumer finds better pricing or service elsewhere;
• Consumer decides their budget does not align with Partner's offerings;
• Partner fails to respond within committed response time;
• Partner provides unsatisfactory service, quotes, or communication;
• Consumer decides not to travel or changes trip plans;
• Consumer is unresponsive after initial contact from Partner;
• Partner is unable to fulfill the service requirements;
• Partner's services do not match consumer's preferences or expectations;
• Consumer books services independently or through another provider.

7.11 Fee Disputes

Fee disputes must be raised within 14 days of charge date. Tripsora will investigate and respond within 15 business days. During dispute resolution, Partner remains obligated to pay other undisputed fees.

7.12 Promotional Rates and Incentives

Tripsora may occasionally offer:

• Waived or reduced admin fees for new Partners during promotional periods;
• Volume discounts based on number of accepted connections;
• Seasonal promotions for specific destinations or services;
• Performance-based incentives for highly-rated Partners with strong conversion rates;
• Bonus connection opportunities for Partners maintaining excellent service standards;
• Reduced connection fees for off-peak periods or specific regions.

8.1 Partner Account

Upon approval and payment of admin fee, Partner will receive access to a Partner Account which includes:

• Account balance for pre-funding connection purchases;
• Transaction history and statements;
• Bidding activity dashboard;
• Connection request notifications;
• Performance analytics and conversion reports;
• Invoice and payment records;
• Consumer communication tracking.

8.2 Account Funding

Partners may fund their account through:

• Credit/debit card payments;
• Bank transfers;
• Other payment methods approved by Tripsora;
• Minimum funding amount: £50 (or equivalent);
• Funds are held in Partner's account until used for connection purchases;
• Recommended to maintain sufficient balance for timely bid processing.

8.3 Automatic Payments

Partners may set up automatic payment methods where:

• Connection fees are charged automatically upon bid acceptance;
• Partner authorizes Tripsora to charge saved payment method;
• Partner maintains sufficient credit limit or account balance;
• Failed payments result in bid rejection and potential account suspension.

8.4 Account Balance Withdrawal

Partners may request withdrawal of unused account balance:

• Minimum withdrawal amount: £50;
• Processing time: 5-10 business days;
• Via bank transfer to registered account;
• Subject to verification of Partner identity;
• Not available if account has outstanding disputes or violations;
• Admin fee is non-refundable and cannot be withdrawn.

8.5 Account Suspension

Tripsora may suspend Partner account if:

• Partner has insufficient funds for accepted bids;
• Payment disputes or chargebacks occur;
• Partner violates terms of this Agreement;
• Suspicious or fraudulent activity is detected;
• Required verification documents are not provided;
• Partner receives consistently poor consumer reviews.

During suspension, Partner cannot bid on new connections but must fulfill obligations for already accepted connections.

9.1 Bidding Violations

Partner specifically agrees not to:

• Submit false or artificially inflated bids with no intention to honor them;
• Collude with other Partners to manipulate bidding outcomes;
• Use multiple Partner accounts to manipulate the bidding system;
• Bid on connection requests Partner cannot or does not intend to service;
• Circumvent the bidding system through direct contact with consumers before proper connection;
• Share bid information with competitors or third parties;
• Attempt to manipulate or reverse engineer the bidding algorithm.

9.2 Consumer Data Misuse

Partner agrees not to:

• Share or resell consumer contact information to third parties;
• Use consumer information for purposes other than providing requested travel services;
• Contact consumers for marketing unrelated to their specific trip inquiry;
• Add consumers to mailing lists without explicit consent;
• Retain consumer data longer than necessary for service provision;
• Use consumer itinerary information for competitive intelligence;
• Share consumer trip details with unauthorized parties.

9.3 Platform Abuse

Partner must not:

• Request refunds fraudulently or without valid reason;
• Attempt to access connection requests without proper payment;
• Create fake connection requests or spam the system;
• Attempt to directly contact Tripsora's consumer base outside the platform;
• Encourage consumers to circumvent Tripsora for future bookings;
• Disparage Tripsora or other Partners to consumers;
• Misrepresent Partner's regional expertise or service capabilities;
• Provide false information in Partner profile or registration.

9.4 Unethical Practices

Partner must not engage in:

• Deceptive pricing practices or hidden fees;
• High-pressure sales tactics or consumer manipulation;
• Misrepresentation of services, accommodations, or experiences;
• Bait-and-switch tactics (offering one service but delivering another);
• Failing to honor quoted prices or commitments made to consumers;
• Providing substandard services that damage Tripsora's reputation.

9.5 Consequences of Violations

Violation of these prohibitions may result in:

• Immediate suspension of bidding privileges;
• Forfeiture of account balance;
• Termination of Partnership Agreement;
• Legal action for damages;
• Reporting to regulatory authorities if applicable;
• Ban from future participation in Tripsora's network;
• Public disclosure of violation if it affects consumer safety or rights.

10.1 Confidential Information

Each Party agrees to:

• Maintain confidentiality of all Confidential Information received;
• Use Confidential Information only for purposes of this Agreement;
• Implement reasonable security measures to protect Confidential Information;
• Limit disclosure to employees/contractors who need to know;
• Not disclose Confidential Information without written consent;
• Treat consumer personal information and trip details as confidential.

10.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available through no fault of receiving Party;
• Was rightfully known before disclosure;
• Is independently developed without use of Confidential Information;
• Is required to be disclosed by law or court order (with prior notice if possible).

10.3 Duration

Confidentiality obligations survive termination for 5 years.

11.1 Tripsora IP

Tripsora retains all rights to:

• Tripsora trademarks, logos, and brand assets;
• Platform software, code, and algorithms;
• Proprietary technology and AI systems;
• Itinerary building tools and features;
• Marketing materials and content created by Tripsora;
• All improvements and derivatives thereof.

11.2 Partner IP

Partner retains all rights to:

• Partner's trademarks, logos, and brand assets;
• Partner's proprietary business methods and materials;
• Content created by Partner independent of this Agreement;
• Partner's regional expertise and local knowledge.

11.3 License Grant

Partner grants Tripsora a limited, non-exclusive license to:

• Use Partner's name, logo, and basic business information for marketing purposes;
• Display Partner profile on Tripsora platform;
• Reference the partnership in promotional materials;
• Showcase Partner as a "Premium Local Expert" or similar designation;
• Display Partner reviews and ratings on the platform.

This license terminates upon Agreement termination.

11.4 Restrictions

Partner may not:

• Reverse engineer, decompile, or disassemble Tripsora's platform;
• Create derivative works based on Tripsora's technology;
• Remove or alter any proprietary notices;
• Use Tripsora IP beyond scope of this Agreement;
• Claim ownership or create confusion about Tripsora's IP.

12.1 Performance Metrics

Partner performance will be evaluated based on:

• Response time to consumer connections;
• Connection-to-booking conversion rates;
• Consumer satisfaction scores and reviews;
• Service quality and professionalism;
• Complaint resolution effectiveness;
• Compliance with policies and procedures;
• Pricing competitiveness and transparency;
• Communication quality and responsiveness.

12.2 Reviews and Ratings

Tripsora operates a review and rating system where:

• Consumers can rate and review Partner's services after engagement;
• Reviews are displayed on Partner profiles visible to future consumers;
• Partner may respond to reviews appropriately and professionally;
• Consistently poor ratings may result in reduced visibility, fewer connection opportunities, or termination;
• Excellent ratings may result in priority positioning and promotional opportunities.

12.3 Quality Audits

Tripsora reserves the right to:

• Conduct periodic quality audits of Partner services;
• Request documentation and evidence of compliance;
• Conduct mystery shopping or service testing;
• Review consumer feedback and communication records;
• Provide feedback and improvement recommendations;
• Interview consumers about their experience with Partner.

12.4 Improvement Plans

If performance falls below standards, Tripsora may require:

• Development and implementation of improvement plans;
• Additional training or support;
• Temporary restrictions on connection capacity;
• More frequent monitoring and reporting;
• Probationary period with specific performance goals.

13.1 Partner Liability

Partner is solely responsible and liable for:

• Quality and delivery of Services provided to consumers;
• Accuracy of information provided regarding travel products, lodging, transportation, and experiences;
• Compliance with all applicable laws and regulations;
• Actions of Partner's employees, agents, and subcontractors;
• Any breach of this Agreement by Partner;
• Loss or damage to consumer property under Partner's care;
• Safety and security of consumers using Partner's services;
• Fulfillment of all bookings and commitments made to consumers.

13.2 Tripsora Liability

Tripsora is responsible for:

• Operation and maintenance of the itinerary building platform;
• Processing of payments as per this Agreement;
• Protection of data within Tripsora's systems;
• Compliance with applicable laws regarding platform operation;
• Accuracy of connection request information provided to Partners.

Tripsora is NOT responsible for:

• Quality or delivery of Partner's services to consumers;
• Partner's pricing, availability, or service offerings;
• Consumer satisfaction with Partner's services;
• Disputes between Partner and consumers regarding bookings or services.

13.3 Indemnification by Partner

Partner agrees to indemnify and hold harmless Tripsora, its directors, officers, employees, and agents from:

• Claims arising from Partner's provision of Services;
• Partner's breach of this Agreement;
• Partner's violation of laws or third-party rights;
• Negligent or willful misconduct by Partner;
• Claims by Partner's employees or contractors;
• Consumer injuries, losses, or damages related to Partner's services;
• Misrepresentations made by Partner to consumers.

13.4 Indemnification by Tripsora

Tripsora agrees to indemnify Partner from claims arising from:

• Tripsora's breach of this Agreement;
• Infringement of third-party IP rights by Tripsora platform;
• Tripsora's gross negligence or willful misconduct;
• Data breaches within Tripsora's systems due to Tripsora's security failures.

13.5 Limitation of Liability

Except for breaches of confidentiality, IP infringement, or indemnification obligations:

• Neither Party is liable for indirect, incidental, consequential, or punitive damages;
• Tripsora's total liability to Partner is limited to fees paid by Partner in the 12 months preceding the claim;
• Partner's total liability to Tripsora is limited to the amount Partner would have paid for services in dispute;
• These limitations apply to the maximum extent permitted by law.

14.1 Consumer Complaints

Partner agrees to:

• Maintain a fair and transparent complaints procedure;
• Respond to complaints within 48 hours;
• Attempt to resolve complaints amicably and promptly;
• Report serious complaints to Tripsora within 24 hours;
• Cooperate with Tripsora in resolving consumer disputes;
• Document all complaints and resolutions;
• Implement corrective actions to prevent recurring issues.

14.2 Disputes Between Parties

In the event of disputes between Tripsora and Partner:

• Negotiation: Parties will first attempt resolution through good faith negotiation;
• Mediation: If unresolved after 30 days, either Party may request mediation;
• Arbitration: Disputes not resolved through mediation may be submitted to arbitration;
• Litigation: As a last resort, disputes may be submitted to courts as specified in Section 20.

14.3 Continuing Obligations

During dispute resolution, both Parties agree to:

• Continue performing obligations under this Agreement;
• Not terminate the Agreement solely due to the dispute;
• Maintain confidentiality regarding the dispute;
• Act in good faith toward resolution.

15.1 Termination by Either Party

Either Party may terminate this Agreement:

• By providing 60 days' written notice to the other Party;
• For convenience, without cause;
• With all outstanding obligations settled upon termination.

15.2 Termination for Cause

Either Party may terminate immediately if the other Party:

• Commits a material breach and fails to cure within 30 days of written notice;
• Becomes insolvent or files for bankruptcy;
• Ceases business operations;
• Loses required licenses or authorizations;
• Engages in fraud, illegal activity, or gross misconduct;
• Repeatedly breaches terms despite warnings.

15.3 Immediate Termination by Tripsora

Tripsora may terminate immediately without notice if Partner:

• Commits serious violation of data protection laws;
• Engages in activity harmful to Tripsora's reputation;
• Poses safety risk to consumers or public;
• Provides fraudulent information or documentation;
• Receives consistently poor consumer reviews indicating severe service issues;
• Engages in prohibited activities outlined in Section 9;
• Violates bidding rules or manipulates the system.

15.4 Effect of Termination

Upon termination:

• Partner's access to Partner Portal will be revoked;
• Partner must cease using Tripsora's branding and IP;
• All outstanding fees must be paid within 15 days;
• Any remaining account balance will be refunded within 30 days (minus any outstanding fees or charges);
• Admin fee remains non-refundable;
• Partner must complete service to consumers for connections already accepted and paid for;
• Partner loses access to pending and future connection opportunities;
• Confidentiality obligations continue per Section 10.3;
• Consumer relationships for accepted connections remain with Partner;
• Partner must return or destroy all Confidential Information.

15.5 Transition Period

For terminations with notice, Parties will cooperate on:

• Smooth transition of ongoing consumer engagements;
• Transfer of relevant documentation;
• Final accounting and payment settlement;
• Return of property and materials;
• Professional handoff of any outstanding consumer commitments.

Neither Party is liable for failure to perform obligations due to circumstances beyond reasonable control, including:

• Natural disasters (earthquakes, floods, fires, hurricanes);
• War, terrorism, or civil unrest;
• Pandemics or public health emergencies;
• Government actions, embargoes, or regulations;
• Strikes or labor disputes (not involving Party's employees);
• Utility failures or telecommunications outages;
• Cyber-attacks or security breaches beyond reasonable control.

The affected Party must:

• Notify the other Party promptly of the force majeure event;
• Take reasonable steps to minimize impact;
• Resume performance as soon as reasonably possible.

If force majeure continues for more than 90 days, either Party may terminate this Agreement without penalty.

Both Parties agree to:

• Comply with all applicable anti-bribery and anti-corruption laws including the UK Bribery Act 2010;
• Not offer, give, request, or accept bribes or improper payments;
• Maintain accurate books and records;
• Implement policies to prevent bribery and corruption;
• Report any suspected violations immediately;
• Cooperate with investigations into potential violations;
• Not engage in kickback schemes or undisclosed commissions.

Violation of anti-bribery provisions is grounds for immediate termination and may result in legal action.

18.1 Initial Term

This Agreement commences upon Partner's acceptance of these terms and payment of the admin fee, and continues for an initial term of 12 months ("Initial Term").

18.2 Renewal

This Agreement automatically renews for successive 12-month periods unless:

• Either Party provides 60 days' written notice of non-renewal;
• The Agreement is terminated per Section 15;
• Parties agree to modify terms before renewal.

18.3 Modification Upon Renewal

Tripsora may modify terms upon renewal by providing 60 days' notice. Partner may:

• Accept modified terms (continued use constitutes acceptance);
• Decline renewal by providing notice before modification effective date.

No additional admin fees are charged upon renewal.

19.1 Entire Agreement

This Agreement, together with the Partner Registration Form and incorporated policies, constitutes the entire agreement and supersedes all prior agreements, whether written or oral.

19.2 Amendments

Modifications must be in writing and signed by authorized representatives of both Parties, except as provided in Section 18.3 regarding renewal modifications.

19.3 Assignment

Partner may not assign this Agreement without Tripsora's prior written consent. Tripsora may assign to:

• An affiliate or subsidiary;
• A successor in connection with merger or sale;
• Any party with Partner's consent.

19.4 Severability

If any provision is found invalid or unenforceable:

• The provision will be modified to achieve the intended purpose to the extent possible;
• If modification is not possible, the provision will be severed;
• Remaining provisions continue in full force.

19.5 Waiver

Failure to enforce any provision does not constitute waiver of that provision or any other provision. Waivers must be in writing.

19.6 Notices

All notices must be in writing and sent to:

• For Tripsora: [email protected]
• For Partner: Email address provided in Partner Registration

Notices are effective upon receipt.

19.7 Independent Contractors

This Agreement does not create:

• Employment relationship;
• Partnership or joint venture;
• Agency or fiduciary relationship;
• Franchise arrangement.

Each Party is an independent contractor. Partner operates their own independent travel business.

19.8 No Third-Party Beneficiaries

This Agreement is for the benefit of the Parties only. No third party has any rights under this Agreement, except consumers retain all statutory consumer rights.

19.9 Survival

The following provisions survive termination:

• Confidentiality (Section 10)
• Intellectual Property (Section 11)
• Liability and Indemnification (Section 13)
• Dispute Resolution (Section 14)
• Governing Law (Section 20)
• Payment obligations for services already provided

19.10 Counterparts

This Agreement may be executed in counterparts, each constituting an original but together one agreement. Electronic signatures are valid.

20.1 Governing Law

This Agreement is governed by the laws of England and Wales.

20.2 Jurisdiction

The courts of England and Wales have exclusive jurisdiction over disputes arising from this Agreement.

20.3 Language

This Agreement is in English. Any translation is for convenience only. In case of conflict, the English version prevails.

21.1 Data Processing

To the extent Partner processes personal data received through connections:

• Partner acts as independent data controller for consumer data received;
• Partner must have independent legal basis for processing consumer personal data;
• Partner implements appropriate technical and organizational measures;
• Partner complies with all data subject rights requests;
• Partner notifies affected parties and authorities of data breaches as required by law;
• Partner deletes consumer data when no longer necessary for service provision;
• Partner maintains records of processing activities as required by law.

21.2 Consumer Consent

By requesting connection, consumers consent to:

• Sharing their trip itinerary and contact information with the selected Partner;
• Being contacted by Partner to discuss travel services;
• Processing of their personal data for travel service provision;

Partner must respect consumer data rights and preferences at all times.

21.3 International Transfers

If Partner transfers personal data outside the UK/EEA, Partner must ensure:

• Adequate safeguards are in place (e.g., Standard Contractual Clauses);
• Compliance with UK GDPR Chapter V requirements;
• Consumer is informed of international transfers where required;
• Prior notification to Tripsora if data will be transferred internationally.