This Supplier Agreement ("Agreement") is entered into by and between ExcursionMania, an online marketplace for daily tours and activities worldwide, and the Supplier. This Agreement outlines the terms and conditions governing the relationship between ExcursionMania and the Supplier for listing, managing, and delivering tours, activities, or related services on the ExcursionMania platform.

This Agreement incorporates the definitions provided in Exhibit A ("Definitions"). Any capitalized term used in this Agreement shall have the meaning ascribed to it in Exhibit A or within this Agreement. The relationship between ExcursionMania and the Supplier is governed by the terms outlined herein. Additionally, the relationship between the Supplier and a Customer is subject to the separate Supplier-Customer Contract, which governs the delivery of services by the Supplier to the Customer.

A. ExcursionMania Platform

ExcursionMania operates the ExcursionMania Platform, an online marketplace connecting Suppliers with Customers for daily tours, activities, and related services worldwide. In connection with the Supplier's access to and use of the ExcursionMania Platform, the Supplier appoints ExcursionMania as its commercial agent for the purposes set forth in this Agreement.

Through the ExcursionMania Platform:

(i) Customers can purchase services directly from the Supplier via ExcursionMania acting as the Supplier's commercial agent, and

(ii) Third-party entities, including travel agencies, concierges, or other intermediaries, may purchase services from the Supplier for their clients.

The Supplier is responsible for acquiring and maintaining, at its own expense, all necessary equipment, technology, and connectivity required to access and use the ExcursionMania Platform.

B. Supplier Administration Site

The Supplier can manage and update Supplier Content, including Product Offers, on the ExcursionMania Platform through the Supplier Administration Site. This site provides tools and features for the Supplier to maintain accurate and up-to-date information about their services, availability, pricing, and other relevant details.

B.1. Supplier Account

The Supplier agrees to provide ExcursionMania with all necessary information required to establish and maintain the Supplier Account. This includes:

(i) insurance information details as outlined in Section 11 of this Agreement,

(ii) a current business license or registration information,

(iii) details of the Supplier's Payment Account,

(iv) any other information reasonably requested by ExcursionMania, and

(v) all required information and documents necessary for conducting an identity verification process using ExcursionMania's designated verification system.

The Supplier agrees to promptly provide this information upon activation of the account and to ensure that all information remains current by making updates as necessary through the Supplier Administration Site.

B.2. Login Credentials

The Supplier is responsible for maintaining the confidentiality and security of its Login Credentials by adhering to recognized security standards and best practices, including regular password updates and the use of multi-factor authentication. The Supplier must not disclose its Login Credentials to any third party under any circumstances.

The Supplier is liable for all activities conducted through its Supplier Account and shall indemnify ExcursionMania for any damages resulting from unauthorized account activities caused by the Supplier's failure to secure its Login Credentials.

The Supplier must immediately notify ExcursionMania in writing if it knows or suspects that:

(i) its Login Credentials have been lost, stolen, misappropriated, or otherwise compromised, or

(ii) there has been actual or suspected unauthorized use of its Supplier Account.

The notification must include all relevant details of the incident and the measures the Supplier has taken to mitigate any potential harm or unauthorized access.

C. Sale of Services on the ExcursionMania Platform

C.1. Product Offers

For each Service the Supplier wishes to sell on the ExcursionMania Platform, the Supplier must upload a Product Offer via the Supplier Administration Site. The Product Offer must include all necessary details about the Services, including:

(i) Suitability Information: Minimum age, required skills or permits (e.g., a driver's license), fitness level, and inherent risks (e.g., risks for persons with pre-existing medical conditions).

(ii) Logistical Information: Meeting point, meeting time, duration, and any required or recommended clothing and equipment.

(iii) Other Details: Any additional information reasonably requested by ExcursionMania.

All critical information must be included in the "Important Information" section of the Product Offer. If any logistical details are omitted, the Supplier must provide them to the Customer as soon as possible. ExcursionMania reserves the right to modify content in line with its Content Guidelines.

C.2. Availability

The Supplier must ensure that the Product Offer, including its availability, is accurate and up-to-date at all times. Any canceled or invalid Product Offers must be removed immediately. The Supplier is responsible for resolving any Customer claims arising from inaccuracies in the Product Offer, including availability or other Supplier-provided content.

C.3. Prices

The Supplier sets the Retail Price for Services sold to Customers. The Retail Price must include all applicable taxes and any associated costs. ExcursionMania will not collect additional amounts separately. The Product Offer must clearly disclose any fees, taxes, dues, commissions, or other charges to be collected on the day Services are provided. The Supplier may not charge Customers for any undisclosed fees or amounts.

C.4. Conclusion of Contract

When a Customer books Services through the ExcursionMania Platform, the booking forms a Supplier-Customer Contract. ExcursionMania acts as the Supplier’s commercial agent, concluding the contract on behalf of the Supplier. ExcursionMania reserves the right to reject bookings at its discretion (e.g., in cases of potential fraud or compliance concerns).

C.5. Payment Collection

The Supplier appoints ExcursionMania as its commercial agent to collect payments from Customers on behalf of the Supplier. Payment by the Customer to ExcursionMania or its designated payment processor is deemed equivalent to payment made directly to the Supplier. ExcursionMania will forward collected payments to the Supplier after deducting applicable commissions or fees. The Supplier acknowledges that ExcursionMania is not liable for any failed payments resulting from Customer disputes or chargebacks.

C.6. Changes to Bookings

Customers may request changes to their bookings (e.g., date, time, or group size) within two (2) hours of booking. If availability allows, ExcursionMania will make such changes at no additional charge to the Customer or the Supplier.

C.7. Chargebacks and Disputes

In cases of chargebacks or payment failures, ExcursionMania will notify the Supplier and cancel the affected booking if the service has not yet been provided. For chargebacks occurring after services have been delivered, the Supplier must respond within three (3) business days, and ExcursionMania may forward the response to the payment processor. Payments to the Supplier are conditional upon successful receipt of funds from Customers.

C.8. Cancellations and No-Shows

(a) Free Cancellation Period: Customers can cancel within the Free Cancellation Period for a full refund. In such cases, the Supplier will not receive payment for the booking.

(b) After the Free Cancellation Period: If a cancellation occurs after the Free Cancellation Period, and there are no extenuating circumstances, the booking will be treated as completed for payment purposes.

(c) Force Majeure: If a cancellation occurs due to Force Majeure, ExcursionMania will issue a full refund to the Customer. Suppliers must notify ExcursionMania immediately in such cases.

(d) No-Shows: If a Customer fails to appear without extenuating circumstances, the booking will be treated as completed for payment purposes.

C.9. Provision of Services

The Supplier agrees to provide Services in accordance with the Product Offer, adhering to industry best practices and standards. Subcontracting services is permitted only with prior written consent from ExcursionMania.

C.10. Failure to Provide Services

If the Supplier cancels or fails to provide Services as booked, ExcursionMania will issue a full refund to the Customer. In such cases, ExcursionMania may deduct a cancellation fee of 25% of the Retail Price from future payments to the Supplier. This fee represents liquidated damages for the harm caused to ExcursionMania’s reputation and additional customer service expenses. ExcursionMania may waive or reduce this fee if the Supplier offers an equivalent alternative service.

Failure to provide accurate availability or logistical information is considered a failure to provide Services. Repeated failures may result in the termination of this Agreement.

D. Payment

D.1. ExcursionMania’s Commission

The Supplier agrees to pay ExcursionMania a Commission for:

(i) use of the ExcursionMania Platform,

(ii) marketing services performed by ExcursionMania,

(iii) customer support services provided by ExcursionMania,

(iv) brokering transactions between the Supplier and Customers, and

(v) other related services under this Agreement.

ExcursionMania’s Commission is a percentage of the Retail Price for each Booking, as specified in the Supplier Account. The Supplier agrees to keep the Commission rate confidential. The Commission will be deducted from the Retail Price charged to Customers in the agreed currency.

D.2. Payment to Supplier

At the Supplier’s option, ExcursionMania will issue payments either once per month or twice per month. The Supplier may select the currency for payouts from the available list and may change the payout currency at any time.

(a) Payment Once Per Month:

By the fifth Business Day of each month, ExcursionMania will transfer to the Supplier’s Payment Account the total amount collected from Customers for Completed Bookings in the prior month, less the applicable Commission.

(b) Payment Twice Per Month:

•             By the fifth Business Day of each month, ExcursionMania will transfer to the Supplier’s Payment Account the total amount collected from Customers for Completed Bookings occurring in the second half of the prior month, less:

(i) applicable Commission, and

(ii) a 2% processing fee.

•             By the twentieth Business Day of each month, ExcursionMania will transfer to the Supplier’s Payment Account the total amount collected from Customers for Completed Bookings occurring in the first half of the current month, less:

(a) applicable Commission, and

(b) a 2% processing fee.

D.3. Transaction Fees and Deductions

ExcursionMania will cover transaction fees charged by its financial institution for transferring funds to the Supplier’s Payment Account. The Supplier is responsible for any fees charged by their financial institution or intermediary bank. ExcursionMania may deduct costs for refunds, replacement services, or other amounts owed by the Supplier under this Agreement from any payment to the Supplier.

D.4. Taxes

The Supplier is solely responsible for determining and meeting its tax obligations, including reporting, collecting, and remitting Applicable Taxes.

•             If the Supplier requires ExcursionMania to collect taxes on its behalf, the Supplier must inform ExcursionMania of the applicable rates, and both parties will cooperate to establish a collection method.

•             ExcursionMania may collect or deduct Applicable Taxes if required by law and will notify the Supplier of any such actions.

•             Upon request, the Supplier must provide ExcursionMania with valid tax identification numbers, tax invoices, or documentation demonstrating compliance with tax obligations. Failure to comply with these requirements may result in the suspension of the Supplier’s services on the ExcursionMania Platform.

If any jurisdiction imposes VAT or other taxes on ExcursionMania’s Commission, such taxes will be deducted in addition to the Commission.

D.5. Statement

ExcursionMania will provide a statement ("Statement") to the Supplier for each payment period, detailing:

(i) the total number of Completed Bookings,

(ii) the total amount collected on behalf of the Supplier,

(iii) the total amount transferred to the Supplier,

(iv) the Commission charged, and

(v) taxes collected or remitted on behalf of the Supplier (if any).

Unless the Supplier disputes the Statement within thirty (30) days of receipt, it will be deemed accepted. Adjustments after this period are at ExcursionMania’s sole discretion. Disputes or claims regarding payments must be raised within one (1) year of the payment’s due date.

D.6. Payment Accrual

ExcursionMania may postpone payments until the total payable amount reaches $50.00 (or equivalent in the chosen currency). Any accrued payments will be transferred upon termination of this Agreement.

D.7. Payment Withholding

ExcursionMania may withhold payments if the Supplier fails to provide mandatory information as required under Sections 2.1 and 4.4 of this Agreement.

E. Customer Relations

E.1. Customer Communications

The Supplier must not, directly or indirectly:

(i) encourage Customers to book services outside the ExcursionMania Platform,

(ii) refer Customers to other websites or platforms, including the Supplier’s own, or

(iii) take any action to circumvent the ExcursionMania Platform or avoid paying Commission.

If prospective Customers, who initiated communication through the ExcursionMania Platform, request to book a service outside the Platform, the Supplier must redirect them to the ExcursionMania Platform.

E.2. Communication via the ExcursionMania Platform

The Supplier must regularly check and respond to messages received via ExcursionMania’s communication tools or forwarded through the Platform according to the following timelines:

•             More than 7 days before Services begin: Respond within 48 hours.

•             2 to 7 days before Services begin: Respond within 24 hours.

•             Less than 2 days before Services begin: Respond before the start of the Services.

Supplier must also respond to inquiries from ExcursionMania within 24 hours.

The Supplier must not use the Platform's communication tools to:

(a) distribute unsolicited messages or promotions,

(b) contact Customers for unrelated purposes (e.g., recruiting for third-party platforms),

(c) make or accept bookings outside the Platform to avoid Commission,

(d) request or accept payments outside the Platform, or

(e) transmit Prohibited Content.

Messages sent via ExcursionMania's communication tools may be monitored and stored for quality control purposes. ExcursionMania reserves the right to block or delete any messages that violate these terms.

E.3. Invoices

If requested by a Customer, the Supplier must provide an invoice for the Services via the Platform's communication tools. All invoices must comply with applicable tax laws and regulations.

E.4. Service Levels & Business Conduct

The Supplier agrees to provide Retail Prices, availability, and service quality equal to or better than those offered through their own online shops or affiliates. Customers booking through ExcursionMania must receive service quality at least equal to other booking channels.

The Supplier acknowledges receipt of ExcursionMania’s Responsible Tourism Guidelines, which include ethical standards for human rights, environmental protection, sustainable development, and anti-corruption. The Supplier must conduct business in accordance with these guidelines and all relevant laws. Noncompliance may result in termination of this Agreement as outlined in Section 14.

E.5. Tickets and Receipts

The Supplier must accept tickets generated by ExcursionMania, including digital or printed formats. Upon request, the Supplier must provide Customers with a receipt that complies with applicable tax requirements.

E.6. Personnel Conduct

The Supplier is solely responsible for the conduct of its personnel. Discrimination or harassment of Customers on the basis of race, national origin, religion, gender, disability, age, sexual orientation, or any other protected characteristic is strictly prohibited.

E.7. Customer Requests

The Supplier is responsible for handling Customer requests, complaints, and refund inquiries. If the Supplier fails to respond to a complaint within three Business Days, ExcursionMania may issue a full refund to the Customer.

ExcursionMania may, at its discretion, act as an intermediary between the Supplier and the Customer, answer inquiries on behalf of the Supplier, and provide alternative solutions to Customers if necessary. If the Supplier fails to meet service standards or address material complaints, ExcursionMania may:

(a) issue a full or partial refund to the Customer, and/or

(b) arrange alternative services and deduct associated costs from the Supplier’s future payments.

E.8. Reviews

After completing a booking, Customers may review the Supplier and Services on the ExcursionMania Platform. These reviews aim to provide meaningful and accurate feedback on performance, reliability, and trustworthiness.

Reviews are visible to all users of the Platform and remain the exclusive property of ExcursionMania. Suppliers are prohibited from copying, distributing, or manipulating reviews, including writing fake reviews or incentivizing others to do so.

F. Marketing

F.1. ExcursionMania Obligations

ExcursionMania will promote and market the Services at its sole discretion, bearing all associated costs. To support these efforts, ExcursionMania may use the Supplier Content and Supplier Marks in online and offline marketing campaigns, including email marketing and pay-per-click advertising.

ExcursionMania retains full discretion over how and where to promote Services, including their position and ranking on the ExcursionMania Platform or in other channels. ExcursionMania may, at its discretion, offer discounts on Services by reducing the Commission paid by the Supplier to cover the discount.

F.2. Supplier Obligations

The Supplier must offer Services under its standard company and brand name. The Supplier Content or Product Offers must not imply or state, directly or indirectly, that:

(i) ExcursionMania provides or delivers the Services,

(ii) ExcursionMania has tested or certified the quality of the Services, or

(iii) ExcursionMania endorses the Supplier or its Services.

F.3. Supplier Communications

The Supplier must not engage in direct or indirect marketing or promotional communications with any Customer without the Customer’s prior consent. Additionally, the Supplier must not include marketing or promotional content in confirmation emails or any other communication sent to Customers.

Failure to comply with this section constitutes a material breach of this Agreement and may also violate applicable data protection laws, including GDPR.

F.4. Development

To enhance the ExcursionMania Platform and promote Supplier Services, ExcursionMania may share Supplier Content and related information with Distribution Partners and other third parties. For example, data may be shared to:

(i) promote the Services on platforms like map providers, directories, search engines, or digital assistants, or

(ii) develop and implement interfaces between the ExcursionMania Platform and third-party products or services.

F. Insurance

During the term of this Agreement (and thereafter until all remaining bookings have been fulfilled), the Supplier must maintain comprehensive general liability insurance to cover risks related to the Supplier’s business and the Services. The policy must:

•             Be written on an occurrence form,

•             Provide coverage appropriate to the nature of the Services, the Supplier’s location, and industry standards, and

•             Include indemnification claims involving ExcursionMania and its affiliated entities.

If automobiles are used in providing the Services, the Supplier must also maintain automobile liability insurance with the following minimum coverage:

(i) US$1 million combined single limit per accident (or equivalent in local currency) for Services provided in the United States, Canada, or Australia, or

(ii) Coverage meeting or exceeding the compulsory requirements in the country where the Services are provided.

Upon ExcursionMania's request, the Supplier must add ExcursionMania and its affiliates as additional insured parties on the policies. The Supplier must:

•             Provide detailed insurance information (e.g., provider, expiration date) via the Supplier Administration Site,

•             Update insurance information promptly when policies change or expire, and

•             Notify ExcursionMania of any changes, including non-renewal of required policies.

Upon request, the Supplier must supply a copy of the insurance policy and proof of payment for relevant premiums to ExcursionMania.

G. Liability

ExcursionMania’s liability to the Supplier is limited to the following:

(i) Damages caused by ExcursionMania’s willful or grossly negligent acts,

(ii) Damages to the Supplier’s life, body, or health caused by ExcursionMania’s simple negligence, and

(iii) Damages caused by ExcursionMania’s breach of material obligations under this Agreement.

For breaches of material obligations due to simple negligence, ExcursionMania’s liability is limited to foreseeable damages typical for the type of contract. A material obligation is one essential to ExcursionMania’s performance under the Agreement and on which the Supplier reasonably relies.

ExcursionMania is not liable for:

•             Damages due to interruptions or restrictions of the platform’s operation caused by maintenance, force majeure, or events beyond its control.

•             Loss of data, except for typical recovery costs that would have been incurred if proper and regular data backups had been maintained.

•             Acts or omissions of Distribution Partners. The Supplier’s sole remedy for such acts or omissions is to terminate this Agreement.

H. Data Protection

H.1. Data Protection

Both ExcursionMania and the Supplier act as independent data controllers regarding Customer Personal Data. ExcursionMania may transfer Customer Personal Data to the Supplier only as necessary to fulfill the Services and in compliance with applicable data protection transfer mechanisms.

The Supplier must comply with all Data Protection Laws when processing Customer Personal Data, including collection, storage, transfer, and deletion. The Supplier must implement and maintain adequate security measures to:

•             Prevent unintended disclosure,

•             Prevent unauthorized access, and

•             Safeguard Customer Personal Data from misappropriation.

Upon request, the Supplier must provide evidence that it maintains appropriate technical and organizational measures to protect Customer Personal Data.

I.2. Payment Processing

The Supplier authorizes ExcursionMania’s designated Payment Service Provider and other authorized third parties to process data necessary for transferring funds to and from the Supplier’s accounts or for operating the ExcursionMania Platform.

J. Term and Termination

J.1. Term

This Agreement shall remain in effect until terminated in accordance with its provisions. Neither Party shall be liable to the other for any damages resulting solely from termination as permitted under this Agreement.

J.2. Termination for Convenience

Either Party may terminate this Agreement, in whole or in part, at any time for convenience, effective upon 30 days’ written notice. Termination may be initiated automatically using the appropriate function in the Supplier Account. Deactivation of the Supplier Account constitutes termination. All confirmed bookings prior to termination shall be fulfilled as planned or managed in accordance with Section 14.5.

J.3. Termination for Cause

Either Party may terminate this Agreement by written notice to the other Party if the other Party breaches any obligation under this Agreement:

•             If the breach is incapable of being remedied, termination is effective immediately.

•             If the breach can be remedied but is not resolved within fifteen (15) days of receiving notice of the breach (or a longer cure period if agreed in writing), the non-breaching Party may terminate the Agreement.

Termination may also be initiated automatically via the Supplier Account. Deactivating the Supplier Account constitutes termination.

J.4. Other Remedies

In addition to termination, if ExcursionMania reasonably believes the Supplier is in breach of this Agreement or poses a risk to Customers or other suppliers, ExcursionMania may take one or more of the following actions:

(i) Issue a warning to the Supplier,

(ii) Remove Product Offers or Supplier Content from the ExcursionMania Platform,

(iii) Temporarily restrict the Supplier’s access to the Platform,

(iv) Cancel some or all bookings and offer affected Customers a full refund, regardless of standard cancellation policies,

(v) Suspend acceptance of new bookings, and/or

(vi) Withhold payouts for completed bookings.

If  ExcursionMania determines that the Services are associated with excessive chargebacks, fraudulent activity, or other significant issues, it may temporarily remove the associated Product Offers from the Platform.

K.5. Effect of Termination

Upon termination:

1.            This Agreement will remain in effect until all pending bookings ("Remnant Bookings") are resolved. Remnant Bookings include those that have not yet been completed or canceled as of the termination date. ExcursionMania may:

o             Fulfill remaining bookings as scheduled, or

o             Cancel bookings and offer Customers a full refund or alternative services.

2.            No new bookings will be accepted after the termination date.

3.            Once all Remnant Bookings are resolved, ExcursionMania will remove all Supplier Content and Marks from the Platform.

L. General

L.1. Non-Exclusive Relationship

The relationship between the Supplier and ExcursionMania is non-exclusive, allowing the Supplier to offer services on other platforms, including those that compete with ExcursionMania. Similarly, ExcursionMania retains the right to market and provide services that may be comparable to or in direct competition with the Supplier's offerings.

L.2. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [jurisdiction TBD based on ExcursionMania’s base of operation, e.g., Turkey, USA, or another preferred jurisdiction], excluding its conflict of law rules. The exclusive venue for disputes arising under this Agreement shall be.

L.3. Amendments

ExcursionMania may propose amendments to this Agreement by posting revised terms on its website, the Supplier Administration Site, or through other reasonable means (e.g., email or a notice within the Platform). The Supplier will have at least four weeks to review and accept or reject the amendments before they become effective.

•             If the Supplier rejects the proposed amendments, they must notify ExcursionMania in writing before the effective date.

•             If no rejection is submitted, or if the Supplier continues using the Platform after the amendments take effect, the Supplier will be deemed to have accepted the changes.

Any other amendments must:

(i) Be in writing,

(ii) Reference this Agreement, and

(iii) Be executed by authorized representatives of both parties.

L.4. Assignment

Neither Party may assign its rights or obligations under this Agreement without prior written consent, except:

(i) Either Party may assign this Agreement in connection with a merger, acquisition, or corporate reorganization that does not involve a direct competitor of the other Party.

(ii) ExcursionMania may delegate or assign rights to affiliates or third-party agents.

Any attempted assignment in violation of this section will be void.

L.5. Notices

All notices must be in writing and delivered via personal delivery, certified or registered mail, overnight courier, email, or through ExcursionMania’s communication tools. Notices will be sent to the addresses or contact details specified by the Parties.

L.6. Force Majeure

If a Party is unable to fulfill its obligations due to a Force Majeure Event, it must notify the other Party promptly. Performance will be excused:

(i) For the duration of the Force Majeure Event, and

(ii) To the extent the event prevents fulfillment of obligations.

If the disruption lasts longer than 14 days, either Party may terminate this Agreement.

L.7. Interpretation

(i) “Including” shall mean “including but not limited to.”

(ii) General terms will not be interpreted restrictively because they are preceded by specific terms.

If any provision is found invalid or unenforceable, the remaining provisions will remain in full effect. The invalid provision will be replaced by a valid provision that closely matches the original intent.

L.8. Confidentiality

Both Parties agree to keep Confidential Information disclosed by the other Party secure and confidential.

(i) Confidential Information may only be disclosed as permitted by this Agreement or as required by law.

(ii) ExcursionMania may share Confidential Information with its affiliates and agents.

Each Party must apply at least the same level of care to protect the other’s Confidential Information as it does for its own.

L.9. Miscellaneous

•             The Parties are independent contractors. No partnership, joint venture, or employment relationship is created by this Agreement.

•             ExcursionMania disclaims any fiduciary duty arising from its role as the Supplier’s agent.

•             Remedies provided in this Agreement are cumulative and not exclusive.

•             Only the Parties and expressly named third-party beneficiaries (e.g., ExcursionMania’s affiliates) may enforce the terms of this Agreement.

•             This Agreement constitutes the entire agreement between the Parties and supersedes any prior agreements or terms.

•             Waivers of any provision shall not constitute a waiver of subsequent breaches of the same or other provisions.