Master Vendor Service Agreement

PARTIES

This Master Vendor Service Agreement ("Agreement") is entered into electronically and deemed executed at New Delhi, upon the Vendor's digital acceptance (by clicking "I Accept" or completing online registration), by and between:

PARTY I — PARTNERSHIP: Ghoomakkad Travels, a Partnership Firm, having its principal place of business at 1st Floor, House No. 506, Gram Sabha, Poonth Kalan, New Delhi – 110086, PAN: ABEFG0765D, GSTIN: 07ABEFG0765D1ZO, hereinafter referred to as the "Platform Provider";

PARTY II — THE VENDOR: The entity/individual whose details are submitted during online registration on Explorekkia.com, hereinafter referred to as the "Vendor" or "Tour Operator".

CLAUSE 1 — DEFINITIONS AND SCOPE

• 1.1 "Platform" — www.Explorekkia.com, its associated mobile applications, and any other digital channel operated by Ghoomakkad Travels.
• 1.2 "Booking" — Any confirmed reservation or purchase made by a Customer for a service listed by the Vendor, confirmed by a Booking Confirmation ID.
• 1.3 "Package / Service Listing" — Any travel product, holiday package, tour itinerary, accommodation, transport arrangement made available by the Vendor on the Platform.
• 1.4 "Customer" — Any individual or entity that registers on the Platform and purchases or inquires about a Service Listing.
• 1.5 "Booking Value" — Total gross price paid by the Customer, inclusive of all taxes, surcharges, and fees.
• 1.6 "Net Payable Amount" — Booking Value minus Platform Provider Commission, applicable TDS, TCS, and any other withheld amounts.
• 1.7 "Platform Provider Commission" — The marketplace service fee retained by the Platform Provider as specified in Clause 2.1.
• 1.8 "Service Deficiency" — As defined under Section 2(11) of the Consumer Protection Act, 2019, including inadequate service, non-performance, misrepresentation, or safety failures.
• 1.9 "Material Breach" — A breach significant enough to undermine the fundamental purpose of this Agreement, including breach of the Anti-Circumvention Clause or data protection obligations.
• 1.10 "Business Day" — Any day other than Sunday or public holiday declared by the Government of NCT of Delhi or the Central Government of India.
• 1.11 "Intermediary Status" — The Platform Provider acts strictly as a technology-enabled marketplace/information intermediary as defined under Rule 2(w) of the IT Rules, 2021.
• 1.12 "Agreement Term" — Period from date of digital acceptance, valid for 1 (one) year, automatically renewed annually unless terminated under Clause 7.
• 1.13 "Customer Personal Data" — Any data relating to a Customer that can identify that individual, including name, mobile, email, passport/Aadhaar details, and payment information.

CLAUSE 2 — COMMERCIAL TERMS, COMMISSION & PAYMENT

2.1 Commission Structure

The Vendor agrees to a marketplace service commission of Flat 15% on the gross Booking Value of each confirmed Package. The Commission rate may be revised by the Platform Provider by providing at least 15 Business Days' prior written notice. Continued use of the Platform after such notice constitutes acceptance of the revised rate.

2.2 Payment Collection & Remittance

The Platform Provider shall remit the Net Payable Amount to the Vendor's designated bank account within 7 to 10 Business Days following successful completion of the trip. A trip is "Successfully Completed" when the itinerary duration has expired, no Service Deficiency Dispute has been raised within 48 hours, and the Vendor has uploaded mandatory Trip Completion Evidence.

2.3 Tax Withholdings (TDS & TCS)

• TDS: Deducted at applicable rates under the Income Tax Act, 1961 (Section 194H). Form 16A/TDS Certificate issued accordingly.
• TCS: Collected under Section 52 of the CGST Act, 2017 at applicable rate (currently 1% CGST + 1% SGST/UTGST or 2% IGST). The Vendor may claim credit via GSTR-8.
• The Vendor is solely responsible for filing its own GST returns (GSTR-1, GSTR-3B, etc.) and income tax returns.

2.4 Dispute Hold on Remittance

In the event a Customer raises a Material Dispute, the Platform Provider reserves the right to withhold the entire remittance for the disputed Booking until fully resolved. The Vendor shall have a minimum of 5 Business Days to submit its response and evidence.

2.6 Cancellation & Refund Policy

• Customer-Initiated Cancellation: The Platform's declared cancellation policy applies. The Platform Provider's marketplace service fee on the cancelled portion is non-refundable.
• Vendor-Initiated Cancellation: The Vendor is liable for a full refund to the Customer and shall pay liquidated damages under Clause 3.7(d).

CLAUSE 3 — SERVICE STANDARDS & VENDOR OBLIGATIONS

3.1 Independent Contractor Status

The Vendor is an independent contractor on a principal-to-principal basis. This Agreement does not create any partnership, joint venture, agency, franchise, or employer-employee relationship.

3.2 Accuracy of Listings (Mandatory)

The Vendor warrants that all descriptions, photographs, star ratings, amenities, inclusions, and exclusions listed on the Platform are 100% accurate. Any change in service availability must be updated on the Platform within 24 hours. Prices listed on the Platform shall not exceed the price offered on any other platform (Price Parity Obligation).

3.3 Substitution Policy

In the event of Service Unavailability, the Vendor must provide a substitute of equal or higher category at no additional cost to the Customer. The Vendor shall notify the Platform Provider of any substitution within 2 hours via the Platform dashboard.

3.4 Response Time SLAs

3.5 Licensing, Insurance & Compliance

The Vendor shall hold and maintain all requisite licenses including: GST Registration, Ministry of Tourism recognition/license, IATA Accreditation (if applicable), State Tourism Department license, Shops & Establishments Registration, and Incorporation/Registration documents. The Vendor shall maintain adequate Third-Party Public Liability Insurance throughout the Agreement Term.

CLAUSE 4 — INTELLECTUAL PROPERTY & DATA PROTECTION

4.1 License to Vendor Content

The Vendor grants the Platform Provider a non-exclusive, worldwide, royalty-free, sublicensable license to use all Vendor Content (logos, photographs, descriptions, trade names, etc.) on the Platform and in marketing materials during the Agreement Term and for 1 year post-termination.

4.2 Platform IP Ownership

All intellectual property rights in the Platform — including software, technology, algorithms, user interface, source code, the brand name "Explorekkia.com," and the "Explorekkia Verified" badge — are the sole and exclusive property of Ghoomakkad Travels.

4.3 Data Protection (DPDP Act 2023 Compliance)

• The Platform Provider is the Data Fiduciary and the Vendor is a Data Processor under the DPDP Act, 2023.
• Customer Personal Data shall not be used for marketing, profiling, or building customer databases.
• Any actual or suspected data breach must be reported to the Platform Provider within 2 hours of discovery.
• Within 48 hours of Termination, the Vendor shall permanently delete all Customer Personal Data and provide written certification.

4.4 Confidentiality

All Confidential Information shared by the Platform Provider shall be treated as Strictly Confidential. This obligation survives termination for 3 years.

CLAUSE 5 — INDEMNIFICATION, LIABILITY & SET-OFF

5.1 Vendor's Indemnification Obligation

The Vendor shall indemnify, defend, and hold harmless the Platform Provider from all claims, losses, damages, liabilities, costs, and expenses arising from any act, omission, negligence, or misconduct of the Vendor; any Service Deficiency; any violation of applicable law; or any intellectual property infringement.

5.2 Platform Provider's Limited Liability

As a marketplace intermediary, the Platform Provider shall not be liable for any indirect, consequential, incidental, special, or punitive damages. The Platform Provider's maximum aggregate liability shall not exceed the Net Payable Amount attributable to the specific Booking giving rise to the claim.

5.3 Right of Set-Off & General Lien

The Platform Provider has an absolute Right of Contractual Set-Off and may, without prior notice, deduct, withhold, or adjust amounts due to the Vendor against any refunds, chargebacks, liquidated damages, penalties, TDS/TCS liabilities, or legal costs.

5.4 Force Majeure

Neither Party shall be liable for failure to perform due to circumstances beyond reasonable control. The Party claiming force majeure shall notify the other within 48 hours of the event. If the event continues for more than 30 days, either Party may terminate without liability.

CLAUSE 6 — ANTI-SOLICITATION & CUSTOMER NON-CIRCUMVENTION

6.1 Non-Circumvention Covenant

The Vendor shall not, directly or indirectly, solicit, induce, or attempt to entice any Customer introduced through the Platform to book future services directly with the Vendor or through any third-party channel.

6.2 Prohibited Conduct

During the Agreement Term and for 2 years following the completion of a Customer's trip, the Vendor and its representatives shall not:

• Offer any discount, cashback, coupon, or incentive to any Platform Customer for direct booking;
• Share personal contact details, WhatsApp numbers, QR codes, or UPI IDs to bypass the Platform;
• Use Customer Personal Data obtained through the Platform for any marketing outside the specific Booking;
• Accept or process direct payment from a Platform Customer for services discovered through the Platform;
• Make disparaging remarks about the Platform to Customers with the intent of inducing direct bookings.

6.3 Liquidated Damages for Circumvention

For each confirmed instance of circumvention, the Vendor shall pay Liquidated Damages equivalent to 3 times the Platform Provider Commission that would have been earned, OR ₹25,000 per instance, whichever is higher.

6.5 Survival

The obligations under this Clause 6 shall survive the termination or expiration of this Agreement for 3 years.

CLAUSE 7 — TERMINATION AND EXIT MANAGEMENT

7.1 Termination for Convenience

• By Platform Provider: 30 days' prior written notice via registered email or Platform dashboard.
• By Vendor: 60 days' prior written notice, provided all active Bookings are fulfilled and all pending financial obligations are discharged.

7.2 Termination for Cause (Immediate)

The Platform Provider may terminate with immediate effect upon any Event of Default, including: Material Breach, revocation of statutory license, criminal investigation, insolvency, misrepresentation of information, or conduct causing reputational harm to Explorekkia.com.

7.4 Exit Financials & Final Settlement

The final payout shall be withheld for 90 days post-termination to account for latent Customer claims, disputes, chargebacks, or penalties.

7.5 Post-Termination Obligations

Within 48 hours of the Termination Date, the Vendor shall permanently delete all Customer Personal Data, cease all use of Explorekkia.com branding, and return or destroy all Confidential Information of the Platform Provider.

CLAUSE 8 — GOVERNING LAW AND DISPUTE RESOLUTION

8.1 Governing Law

This Agreement shall be governed by and construed in accordance with the substantive laws of the Republic of India.

8.2 Amicable Settlement

The Parties shall first attempt to resolve any dispute through good-faith negotiations within 15 Business Days of a written Notice of Dispute.

8.3 Arbitration

Unresolved disputes shall be settled by Arbitration under the Arbitration and Conciliation Act, 1996. Seat and Venue: New Delhi, India. Language: English. The arbitral award shall be final, binding, and enforceable.

8.4 Exclusive Jurisdiction

The Courts at New Delhi shall have exclusive jurisdiction over all legal proceedings not capable of arbitration under applicable law.

CLAUSE 9 — REPRESENTATIONS AND WARRANTIES

The Vendor represents and warrants that it is duly incorporated/registered; the individual accepting this Agreement is duly authorized; all registration information and documents submitted are true, accurate, and complete; it holds all requisite statutory licenses; and it shall comply with all applicable laws including the Consumer Protection Act 2019, IT Act 2000, DPDP Act 2023, GST laws, and the Income Tax Act 1961.

CLAUSE 10 — GENERAL PROVISIONS

• 10.1 Supremacy of Agreement: This Agreement prevails over any inconsistent Vendor terms, invoices, or email disclaimers.
• 10.2 Entire Agreement: This Agreement supersedes all prior communications and informal arrangements.
• 10.4 Severability: If any provision is held invalid, remaining provisions continue in full force.
• 10.7 Assignment: The Vendor shall not assign any rights or obligations without prior written consent of the Platform Provider.
• 10.8 Amendments: The Platform Provider may amend any terms by providing at least 15 Business Days' prior written notice.

SCHEDULE X — EXPLOREKKIA DIGITAL CODE OF CONDUCT

Applicable to the Vendor, its employees, drivers, guides, sub-contractors, and all personnel delivering services to Explorekkia Customers.

X.1 Professional Conduct

All personnel shall treat every Customer with dignity, respect, and professionalism regardless of gender, nationality, religion, or caste. Zero tolerance for harassment (including sexual harassment as defined under the POSH Act, 2013), intimidation, or discriminatory conduct.

X.2 Service Integrity

Vendors shall deliver the exact services described in the Package listing. Vendors shall not collect additional fees beyond the Booking amount, nor divert Customers to third-party shops for commercial gain ("forced shopping") without the Customer's free and informed consent.

X.3 Anti-Solicitation (Zero Circumvention Policy)

No driver, guide, or Vendor representative shall suggest or offer the possibility of a direct booking. Personnel shall not share personal contact details, WhatsApp handles, or social media IDs with Customers for commercial purposes. Violation by any Vendor personnel shall be attributed to the Vendor and shall constitute a Material Breach.

X.4 Safety Standards

All vehicles must be roadworthy, commercially insured, and compliant with Motor Vehicles Act requirements. All drivers must hold valid commercial driving licenses. A reliable emergency contact number shall be provided to all Customers before trip commencement. Any safety incident must be reported to the Platform Provider within 2 hours.

X.5 Digital Conduct

Vendors shall not post false or defamatory content about Customers, competitors, or the Platform. Vendors shall not manipulate, incentivize, or solicit Customer reviews on Explorekkia.

ANNEXURE A — VENDOR ONBOARDING DOCUMENT CHECKLIST

All documents below must be uploaded before the first listing goes live.