Supplier Terms And Conditions

Terms of Use

Supplier Terms and Conditions

This Supplier Agreement is by and between you (“Supplier”) and Travonda (Pvt) Ltd (Reg. No. PV 126615), located 260/4, Hedeniya, Kandy, Sri Lanka on its own behalf (individually and collectively, “Travonda”). All defined terms used herein shall have the meaning accorded to such terms in the Agreement.

GENERAL DELIVERY TERMS

By clicking the “I Agree” button, and start using Travonda Platform, indicate that Supplier accepts this Agreement and agrees to the attached Travonda Terms and Conditions and the Attachments, all of which are incorporated into this Agreement. If Supplier is entering into this Agreement on behalf of a company or other legal entity, Supplier represents that it has the authority to bind such entity to these terms and conditions, in which case the term “Supplier” shall refer to such entity. Please carefully read the following terms and conditions and do not agree to become a Travonda supplier until after doing so. By agreeing to become a Travonda supplier and publishing supplier products and services for purchase and distribution through Travonda platform, Supplier agrees to the terms of this Agreement, including without limitation all obligations imposed on Supplier hereunder. If Supplier does not wish to so agree, or does not have the authority to enter into this Agreement, do not register to become a Travonda supplier and do not provide Travonda with supplier products and services for purchase and distribution through Travonda platform. This agreement is subjected to and governed by the General Terms of Use.

Supplier agrees to provide certain tours, activities, events and other travel-related destination services and products that Travonda may market and distribute through various owned, affiliated, related and third party
online and offline marketing and travel distribution channels for booking by end customers. Therefore, for good and valuable consideration, the receipt and sufficiency of which they each acknowledge, Travonda and Supplier agree to be bound by the terms and conditions set forth below.

Definitions

Supplier - a service provider or operator of tours, activities, events and other travel-related destination Services to end users or Customers of the Travonda Platform.

Customer - a person who is a visitor, a utilizer, a user, of Travonda Platform and Service(s) provided by Suppliers.

Service an activity, tour or an event and other travel-related destination services which can be made available for sale, purchase, publishing and distribution through Travonda Platform.

Travonda Platform - the website(s), mobile app(s), Extranet (back end website), tools, and other devices of Travonda on which the Service is made available to search, browse, book and pay for, or in other words find, choose and purchase all kinds of tourism activity services, events and other travel related services for Customer(s) and for Supplier(s) for booking management and content publishing.

Travonda or Travonda (Pvt) Ltd - Travonda provides Customers with the Platform, so that Customers can find the Suppliers and Service of their choice and make a booking by directly contracting with and paying the Supplier that they have selected. The contract relating to the Service being booked is expressed in the Terms and Conditions of the Service that is provided on the Platform, by the Supplier, as the sole basis on which it will accept the booking from the Customers. Before being allowed to pay a Supplier for a service on the Platform, a Customer has to read, understand and subsequently accept said Terms and Conditions, thereby establishing a contract for the Service(s) directly between him or herself and the Supplier. Travonda is not a contractual partner for the booked Service. Travonda, through the Website and mobile apps, acts solely as a facilitating intermediary Platform between the Customer making the purchase and the Supplier offering Services and publishing content.

Extranet - the online back end system which can be accessed by the registered Suppliers or the Travonda Supplier mobile app, for uploading rates and availability, supplier content, verifying, updates and booking management of the Service.

Check in point - the date, time and location of Customer meeting the Supplier for a service to be offered which is booked by the Customer.

Check out Point - the date, time and location after successfully fulfillment of Service or end of the Service which is booked by the Customer.

Last Minute Bookings - bookings which are made within 48 hours to the Service starting point.

Customer No show - a situation where Customer is not present for the Service or event at the Check in point after making a booking through Travonda platform.

Supplier No show - if Supplier unjustifiably or with negligence fails to deliver Services, or not being present at the Service Check in point, while Customer is present at the Service Check in point, once a booking is made through Travonda platform.

Scope of Service

Travonda, through Websites, Mobile apps, and Extranet (collectively the “Platform”) offers a Free service to you, visitors, or other users (collectively the “Customers”) solely to search, browse, book and pay for, or in other words find, choose and purchase all kinds of tourism activity services, events and other travel related services (collectively the “Services”) published thereon from the activity providers, event providers and tour operators (collectively the“Suppliers”) who distribute the Services on the Platform and for no other purpose. Travonda is not a contracting party for the Services purchased by the Customers on the Platform. Travonda endeavours only to provide our platform to legitimate and reputable Suppliers, but notwithstanding that, the Customers agrees that the Platform does not constitute and should not be interpreted as providing any recommendation or endorsement by Travonda of the quality, service level, qualification or safety of any Service or Supplier distributed thereon. Travonda will not be liable for any losses or risks involved for Customers.

Travonda provides Customers with the Platform, so that Customers can find the Suppliers and Service of their choice and make a booking by directly contracting with and paying the Supplier that they have selected. The contract relating to the Service being booked is expressed in the Terms and Conditions of the Service that is provided on the Platform, by the Supplier, as the sole basis on which it will accept the booking from the Customers. Before being allowed to pay a Supplier for a service on the Platform, a Customer has to read, understand and subsequently accept said Terms and Conditions, thereby establishing a contract for the Service(s) directly between him or herself and the Supplier. Travonda is not a contractual partner for the booked Service. Travonda, through the Website and mobile apps, acts solely as a Platform intermediary between the Customer making the purchase and the Supplier.

2. Registration of the Supplier

Suppliers who meets the following eligibility criteria will be published and register as a Travonda Supplier.

2.1 Eligibility Criteria for Supplier Registration

a. Desk requirements - The Supplier shall have a physical entity location/ office.

b. Business/ License Registration - Supplier shall be a valid registered and licensed entity by the government.

c. Travonda Agreement - Acceptance of the Travonda Supplier agreement at the Supplier registration process.

2.3 Eligibility Criteria for Event Ticket Sale ( will affect only if Event Tickets are sold via Travonda platform only)

a. Travonda Event Ticket Counter - The supplier will have a seperate Travonda ticket counter for the verification of tickets which are purchased from Travonda platform. Counter will advertise the Travonda logo. Counter will have internet and Travonda Platform accessibility for ticket verification. The counter will be be prepared according to the guidelines provided by the Travonda Event coordinators at the event approval process.

b. Availability of Tickets for Travonda - The supplier will have seperate tickets available and reserved for Travonda customers and should update the availability and rates of tickets at the Supplier account.

c. Online Ticket Sale Exclusively On Travonda Platform - The supplier will not provide Online ticket reservations on any other third party booking platforms. Online ticket reservations should only be done exclusively through Travonda Platform.

d. Facilities to Redeem Tickets in case of Event Cancellation or Postpone by Supplier - The supplier will provide facilities to redeem customer purchased tickets in case of event cancellation or postpone by Supplier. The Supplier should clearly mention refund policy at the point of event advertising at Travonda platform. The Supplier should refund the ticket value in such occasions.

e. Travonda Brand Marketing - The supplier will market the Travonda brand in tickets, posters, banners, social media and other marketing collaterals of the Event. The supplier will advertise “online tickets available at www.travonda.com” in all marketing materials.

2.3.1 Breach of any above terms and conditions will cause Supplier account and Service visibility suspension on Travonda Platform.

3. Intellectual Property Rights

3.1 The Supplier grants Travonda a non-exclusive, royalty free and worldwide right and license (or sublicense as applicable):

3.1.1 to use, reproduce, have reproduced, distribute, sublicense, communicate and make available in any method and display the intellectual property rights of and in the content submitted through the Supplier Account pursuant to these Conditions and which are necessary for Travonda to exercise its rights and perform its obligations under these Conditions;

3.1.2 to use, reproduce, have reproduced, process, distribute, sublicense, display and utilize (including without limitation to publicly perform, modify, adapt, communicate, reproduce, copy, translate and make available to the public in any manner whatsoever) the provided content.

3.2 Travonda may sublicense, make available, disclose and offer this content (including the relevant intellectual property rights) of the Supplier and all such further rights and licenses set out in this Contract via or in collaboration with (the websites, apps, platform, tools or other devices) affiliated companies and/or third parties.

3.3 In no event shall Travonda be liable to the Supplier for any acts or omissions on the part of any third party platforms. The sole remedy for the Supplier in respect of such third party platforms is to request Travonda (which has the right and not the obligation) to disable and disconnect with such third party platform, or (b) termination of this Contract, all in accordance with the terms of these Conditions.

3.4 The Supplier is liable for any claim of third parties related to copyright infringements of content he has provided to Travonda.

4. Marketing and Advertising

4.1 Travonda is entitled to promote the Services of the Supplier using the Supplier´s name(s) in online marketing, including e-mail marketing and/or pay-per-click (PPC) advertising.

4.2 It is in Travonda´s sole discretion how to advertise the offers of the Supplier on the Platform or on third party websites and in online affiliate networks, including but not limited to ranking and promotion.

4.3 The Supplier is aware of the working methods of search engines, such as spidering of content and ranking of URLs. Travonda agrees that if the Supplier becomes aware of behavior by third party platforms breaching the Supplier´s intellectual property rights, the Supplier will notify Travonda in writing with details of the conduct and Travonda will use its commercially reasonable efforts to ensure that the relevant third party takes the necessary steps to remedy the breach.

4.4 The Supplier agrees not to specifically target the Travonda brand directly through keyword purchases that use Travonda's intellectual property rights.

4.5 Travonda runs online marketing campaigns at its own cost and discretion.

5. Duties of the Supplier

5.1 The Supplier represents and warrants that all information with regard to his offer shall at all times be true, accurate, and not misleading. The Supplier shall update the uploaded information as timely as required for guaranteeing the accuracy of the information provided. The Supplier may be held liable for all Customers’ claims based upon alleged inaccuracies of the uploaded information as displayed on the Platform (such as information about Services or prices). The Supplier is responsible for the accuracy of the information in the language version as submitted by way of their Supplier Account. To the extent the Supplier is aware or may be expected to be aware of any inaccuracy in another language version of the uploaded information, the Supplier shall inform Travonda immediately.

5.2 The Supplier represents and warrants that all Services shall only be rendered in compliance with all applicable laws, in particular with the laws of the country of the Suppliers’ residence as well as in compliance with all applicable laws of the country the Services are rendered in and not to violate any rights of third parties thereby. The Supplier particularly warrants, (a) to comply with any consumer protection and other protection, information and consultation duties and regulations, and (b) to dispose of all administrative and other permissions and licenses as well as insurances and the like needed in the jurisdiction of the respective country for fulfilment of the contractual obligations and to instruct its service partners according to these terms and conditions accordingly. Upon request, the Supplier will provide respective evidence and documentation, including copies of permits and licences. In the event of alleged non-compliance of the Services provided by the Supplier, the Supplier shall without undue delay cooperate, at his own expense, with any administrative authorities or competition/consumer protection associations.

5.3 The Supplier represents and warrants that he will provide Customers with all necessary information for the execution of the Service (e.g. risk and danger involved, starting point and time, clothing, equipment, etc.) well in advance. The Supplier is required to check the emails stated in the Supplier Account at least once per day. The Supplier is responsible for the inclusion of his individual general terms and conditions, which go beyond the terms and conditions provided by Travonda for the agreement between the Customer and the Supplier.

5.4 Prior offering the Service to Customer; (i) Supplier will advise the Customer regarding the nature of the activity, risks and dangers that may involve, (ii) Supplier will verify whether the customer is Insured with Insurance that protects against potential risks and losses. Travonda will not be held liable for any risks or losses that may arise to Supplier or Customer in any means.

5.5 The Supplier will treat Travonda as a facilitator of the negotiation of the sale of Services between Customer and the Supplier, and generally facilitate Customers to place orders with Suppliers through the Travonda Platform.

5.6 The Supplier represents and warrants that all employee possess the legal allowances and meet all necessary legal requirements, including professional qualifications and allowances. The Supplier is fully responsible for the conduct of the guide with regard to Customers or other persons who legitimately use the Services.

5.7 The Supplier may only offer his own Service through the Travonda Platform. The Supplier may not offer Services as an intermediary or agent. To the extent the Supplier nevertheless acts as intermediary or agent he shall be treated as contracting party and shall be held liable for any respective damages. The Supplier needs to be prepared to perform the offered Service. In such term beaches, the supplier will be suspended by Travonda.

5.8 The rates, availability, amenities, and restrictions for your Service, and mandatory fees you make available through the Platform have to be equal to or better than what you make available through your own channels or any third party channels. Customers who book a Service through the Platform will be treated at least as well as Customers that book through your own or any third party channels.

5.9 The Supplier shall contract a comprehensive general liability insurance which insures all Services that are offered through the Platform. It is obligatory to agree upon an insurance sum that is appropriate for the given booking volumes and risk.

5.10 The prices provided by the Supplier through the Supplier Account for his offers and Services shall include VAT, sales taxes and such other applicable national, governmental, provincial, state, municipal or local taxes or levies. It is not legitimate to ask Customers to pay any further salaries, taxes, dues, commissions or cover other expenses, upon the execution of the Service.

5.11 Supplier will verify the Customer at the check in point by verifying the ticket ID through the Travonda Supplier app or extranet in order receive the full payment and to avoid false customer reporting as ‘ Supplier No Show’. If supplier fails to perform this duty, supplier will bare the cost incurred due to penalty fees and partial payment received due to not verifying Customer.

6. Booking and service Procedure

Customers of the Platform will have the opportunity to view the offered Services without prior registration until point of making a booking. The customers get the ability to view and book Instant Confirmation Bookings and also to book services after requesting supplier for Customized/ tailor made Bookings.

6.1 Instant Confirmation Bookings

6.1.1 Bookings are automatically accepted and confirmed once a Customer makes a booking by making the online payment. An automated booking takes place, as long as there is availability left on Supplier extranet calender of the relevant service. The Supplier shall keep the extranet account information, calender, rates and availability up-to-date at all times.

6.1.2 Once the payment has been done, the Customer will receive a ticket via Travonda platform to Customer’s mobile app and email.

6.2 Customized/ Tailor made services Booking

6.2.1 Customers have the ability to request for customized Services at the Supplier profile. Once a customized service request is made by Customer, the Supplier will receive the request. The Supplier can reply to the customer along with the payment invoice for the requested service. Customer has the right to accept or not accept the offer. If accepted, the booking payment can be made through Travonda online payment modes available. Once the payment has been done, the Customer will receive a ticket through Travonda platform to Customer’s mobile app and Email. .

6.2.2 At the arrival of the Customer, to obtain the Service, the Supplier will verify the ticket provided by Customer at the check in point. Once the booking is verified, Supplier will provide the Service as per the booking made. .

6.2.4 Booking payments collected at Travonda bank account for the bookings made by Customers will be transferred by first week of every month to Suppliers’ bank account provided at Supplier registration process.

6.2.5 Supplier will verify the Customer at the check in point by verifying the ticket ID through the Travonda Supplier app or extranet website in order receive the full payment and to avoid false customer reporting as ‘ Supplier No Show’. If supplier fails to perform this duty, supplier will bare the cost incurred due to penalty fees and partial payment received due to not verifying Customer.

6.3 For Events( shall affect only if tickets are sold via Travonda platform only)

Customers have the opportunity to view events published in Travonda platform and also to buy tickets if tickets are available to be purchased. Once a ticket has been purchased, the Customer will receive a ticket to the Customer mobile app and email. On the date of the Event, the supplier will verify the ticket provided by the customer at the entrance, Travonda Event ticket counter. Once the verification is done, the Supplier will issue the event ticket to the Customer. .

Liability

Travonda’s responsibility is limited to facilitating the availability of our Platform and services. The participation in any of the Services provided by the Supplier is at your own risk. Travonda’s liability for damages shall be limited to the amount paid to us by you as a Customer. Except as provided herein, in no event shall we be liable for any indirect, special, incidental or consequential damages of any kind, whether in an action of contract, negligence or other tortious actions resulting from or arising out of participation in any of the events hosted by the Suppliers.

7. Pricing

7.1 All services available in Travonda which is offered by Supplier will be able to book or reserve after a full payment has been made by Customer.

7.2 The booking fee will vary from Service to Service according to the per head price provided by Supplier

7.3 The per head prices provided by Supplier shall include Travonda commissions.

7.4 Travonda has the right to provide discounts for any service offered by Supplier upto the Travonda commission fee value without prior notice to Supplier. This will not affect the receivable amount to the Supplier.

7.5 Booking fees will be fully refundable if Supplier cancel a booking or Supplier no show is reported. Travonda will charge penalty fees for the Supplier in such instances.

7.6 Travonda have the sole right to decide the Travonda commission fee percentage.

8. Penalty Fees

8.1 Travonda will charge penalty fees calculated on the price of the Service, in situations where Supplier cancelling the booking and in case of Supplier no show is reported.

8.2 Travonda will charge the penalty fees by deducting the penalty fee amount from any amount receivable to Supplier hereunder from Travonda at every month first week.

8.3 In situation of Supplier canceling the booking, Travonda will charge Supplier a penalty fee percentage varying from 0% - 10% from the value of the booking.

8.4 In situation of ‘supplier no show’ reporting, Travonda will charge supplier a penalty fee percentage of 0% - 20% from the price of the service.

8.5 Travonda have the right to decide on the penalty fee percentages. Travonda may, at its sole option, forgo this contractual penalty, in whole or in part, if Supplier provides an alternative but equivalent Service to the affected Customers.

9. Cancellations, Modifications and Refunds

9.1 By Customer

9.1.1 Supplier is aware and consents that Customer is entitled to cancel their booking. If booking cancellation is done by Customer, the cancellation fees set by supplier will be charged on the booking price and the balance will be refunded to Customer. The cancellation fees will be transferred to Supplier account.

9.1.2 The Supplier will decide the cancellation fee percentage at the point of publishing a new service or editing an existing service. The cancellation fee percentage will be calculated on the price of the booking.

9.1.3 Modifications by Customers can only be done by requesting Supplier directly. Supplier have the right to accept or reject the request.

9.1.4 In case of “Force Majeure”, which are circumstances beyond the Parties’ reasonable control, including without limitation, natural catastrophe, war, act of terrorism, interruption of electricity and strikes, either Party may suspend or end this Agreement. Furthermore, Supplier shall allow Customers to return purchased tickets for a full refund if a force majeure situation occurs at the travel destination, regardless of whether Supplier continues to provide Services during the affected period of time. Travonda will process the refunds and transmit them to affected Customers. In the event that Supplier cancels the Service due to the occurrence of Force Majeure, Supplier must notify the Customer Service of Travonda immediately.

9.2 By Supplier

9.2.1 If the Supplier Cancels a Booking for whatever reason,(i) Travonda will calculate Supplier a penalty fee of 0% - 10% on the price of the booking, and (ii) the affected Customer will receive a full refund and (iii) Travonda will charge penalty fees on Supplier from any amount receivable to Supplier hereunder.

9.2.2 If Supplier No Show is reported, Supplier agree that Travonda may (i) make a full refund to the affected Customer, and (ii) Travonda will calculate supplier a penalty fee of 0% - 20% on the price of the booking and (iii) Travonda will charge penalty fees on Supplier from any amount receivable to Supplier hereunder.

9.2.3 Travonda may, at its sole option, forgo this contractual penalty, in whole or in part, if Supplier provides an alternative but equivalent Service to the affected Customers.

9.3 In Events ( will affect only if Event Tickets are sold via Travonda platform only)

9.3.1 The Customers cannot cancel, modify or request refund once an event ticket has been purchased at Travonda platform, except for Force Majeure situations or in a situation where Supplier or Event organizer cancel or postpone an event.

9.3.2 In Force Majeure situations and in a situation where supplier or event organizer cancel or postpone an event, Supplier will fully refund the ticket value to the affected customer by providing guidance and facilities to redeem/ claim ticket refunds.

9.3.3 The supplier will clearly state instructions and facilities of redeeming or claiming ticket refunds at the point of creating an event at Travonda platform Supplier account, as a solution for affected Customers in case of Force Majeure situations and in a situation where supplier/ event organizer cancel or postpone an event.

10. Payments to Suppliers

10.1 The supplier will receive the collected booking fees/ ticket fees during the first week and third week of every month for the bookings made in the past month after the deduction of Travonda 10% commissions, penalty fees, refundable deposits to Customers and other payments to be received by Travonda (such as, personal Supplier promotions and advertising charges).

10.2 The supplier will receive all payments to the Supplier’s bank account. Travonda is not responsible for the for verifying the identity, authenticity, credentials, inaccuracy or incompleteness of Supplier’s bank details which is provided at the supplier registration process.

11. Pricing and Commissions

11.1 The Supplier will price and manage availability of any service at Travonda platform Supplier account.

11.2 The Supplier will provide the all inclusive (net) per head price for each service made available to book through Travonda platform including government taxes, wages, Travonda commissions etc.

11.3 The Supplier will price all the services in US dollar (USD) currency.

11.4 Travonda platform will display the prices to customers at Travonda platform by converting to Customer preferred currency according to international currency exchange rate on the Customer booking or viewing date. Travonda will not be liable for any losses caused due to the exchange rates.

11.5 Travonda will charge 10% commission fees from Supplier calculated on the booking value.

12. Supplier’s Booking Offers

12.1 The Supplier will enter the data of the Services offered into the Supplier Account. Supplier is responsible for ensuring that the provided information is always up-to-date, revised, cancelled, or invalid Services must be deleted immediately.

12.2 It must be clear from the service description that the Supplier offers the Services in his own name and in his own responsibility. The Services must be offered under the generally used company and brand name. There must not be the impression, neither directly nor indirectly, that Travonda is the supplier of the services, or that Travonda has tested the quality of the offered Services or otherwise emphasizes their quality.

12.3 Travonda shall be entitled to give a discount on the booking price at its own cost up to the level of the commission fee of Travonda.

12.4 Travonda will be only an intermediary facilitating the purchase of Services from Supplier to Customer; however, in no event shall Travonda be deemed a party to any agreement whereby a customer purchases services from Supplier. Travonda is will not be liable for any losses or risks caused to Customers or Suppliers in any means.

13. Responsibility for Content

13.1 The Supplier is responsible for content submitted through the Supplier Account, such as descriptions of Services, forum entries, etc. Travonda treats such content as external content. Travonda also treats Customer’s content, such as forum entries, reviews, etc. as external content and excludes liability.

13.2 If Travonda is notified about or detects content that does not comply with these conditions or any other legal provisions, Travonda may partially or fully delete or edit this content provided that the breach of such rules is not remedied by the Supplier within two days after our notice. If the abusive content originates from a Supplier, Travonda is entitled to block access or to delete the respective Supplier Account. Travonda will always consider the respective mutual interests in the respective case before blocking or suspending a Supplier Account.

13.3 Supplier will allow Travonda to edit any Service related content provided at Supplier Account if any errors or grammatical mistakes are detected.

13.4 The Supplier will only upload content and data for which he owns the corresponding copyrights. Such information must not abuse privacy rights of Customers, third parties, etc. and needs to comply with the applicable competition laws and other legal requirements.

14. Ranking and Guest Reviews

After the fulfillment of a Service, Customers have the opportunity to review a booked Service through Travonda's review system. The aim of the review system is to create meaningful and accurate feedback and the Supplier profiles in terms of performance, reliability, and trustworthiness. These Profiles can be viewed by any Customer on the Platform. All content provided in this review system is the exclusive content of Travonda. The Supplier is not allowed to publish reviews on his own site/third party sites without the prior written consent of Travonda.

15. Rules for Customer-related Communication

15.1 In order to exchange messages between Customers and the Supplier that are not meant for the general public, Travonda offers the Direct Message functionality through Travonda platform. Direct Messages are exclusively meant for information concerning the Service offering and its execution. Personal messages or messages not pertaining to the Service may not be exchanged through the Direct Message functionality. Contracts and cancellations may not be executed or negotiated through the Direct Message functionality. Travonda is explicitly entitled to monitor Direct Messages and delete any which do not comply with these criteria.

15.2 Travonda has the sole right to suspend supplier or block supplier if private direct marketing or negotiate services privately to customers via Travonda platform is been detected.

15.3 The Supplier may neither in his Service description nor in the forum or via a private direct message refer Customers or sub-agents to his own external internet website, a third party website/platform, or otherwise provide information to get in touch outside of the Platform.

15.4 The Supplier is required to handle all Customers’ inquiries, etc. received through Travonda exclusively on the Platform. The Supplier will neither directly nor indirectly urge Customers or sub-agents, who got in touch through Travonda, to book a service outside the Platform. If prospective Customers or sub-agents, who got in touch through Travonda, inquire to book a service outside the Platform, the Supplier will refer him to the Platform.

16. Customer Complaints

Customer can complain directly to Travonda through Travonda customer service or claims in respect of (the Service offered, rendered, or provided by) the Supplier or specific requests made by Customers are to be dealt with by the Supplier as Travonda is not responsible for and disclaims any liability in respect of such claims from Customers. Travonda may at any time and at its sole discretion (a) offer customer (support) services to a Customer, (b) act as intermediate between the Supplier and Customers, (c) provide - at the costs and expenses of the Supplier – an alternative service of an equal or better standard in the event of an overbooking or other material irregularities or complaints in respect of the offered or provided service, or (d) otherwise assist Customers in their communication with or actions against the Supplier.

17. Limitation of Liability

17.1 The Supplier agrees, at his expense, and on an after-tax basis, to indemnify, defend, and hold harmless Travonda, each of its affiliates and any of Travonda’s or any of its affiliates’ officers, directors, employees, or agents or Travonda’s third party distribution partners against any third-party claim, action, loss, damage, expense or other liability (including without limitation, attorneys’ fees and expenses) arising from or relating to (a) the Supplier’s Services, (b) the performance of the Supplier’s duties and obligations under this Contract or any breach or default by the Supplier under this Contract, including, without limitation, a breach of any representation, warranty or covenant, or (c) any allegation that Travonda’s or any of its affiliates’ use, reproduction, distribution or display of the Service information as permitted under this Contract infringes or misappropriate the intellectual property rights of any third party. The Supplier agrees to use a counsel reasonably satisfactory to Travonda to defend any indemnified claim, and Travonda may participate in the defence or settlement of any claim at any time using attorneys selected by Travonda. The Supplier also agrees not to consent to the entry of any settlement or judgment without Travonda’s prior written consent, which will not be unreasonably withheld by Travonda.

17.2 Travonda makes no representations or warranties regarding the Platform, including any temporary or permanent interruption of the operation of the Platform. Travonda bears no risk with respect to the number, frequency, or type of services booked through the Platform.

17.3 Travonda shall act as an intermediary facilitates the purchase of Services from Supplier by that Customer, however, in no event shall Travonda be deemed a party to any agreement whereby a Customer purchases Services from Supplier. Travonda shall not be liable for any losses or risks caused to Customer or Supplier in .any means

18. Privacy

The Supplier agrees that he has in place and will maintain, or will establish and maintain, adequate security procedures and controls to prevent the unintended disclosure of, and the unauthorized access to or misappropriation of, any personal data or information of any Customer. Neither the Supplier nor its affiliates shall either directly or indirectly, engage in any solicited or unsolicited marketing, promotional, or similar communications with any Customer that has booked through the Platform without such Customer’s consent. The Supplier will process, store, transmit, and access any Customer-related information that includes payment information (including, without limitation, credit card, debit card, or bank account information) in compliance with applicable law including, without limitation, the data security rules of the Payment Card Industry Data Security Standard for protecting credit and debit cardholder information applicable to the Supplier, and the EU Data Protection Directive (and all laws promulgated thereunder), in each case as the same may be amended, updated, replaced, or augmented. Upon Travonda’s request, the Supplier will provide evidence that he has established and maintains technical and organizational security measures governing the processing of personal data in accordance with this section.

19. Disclaimer of Warranties

In addition to any other representations and warranties made by the Supplier in these Conditions, the Supplier hereby represents and warrants that: (a) the Supplier has authorized the individual entering into these Conditions on the Supplier’s behalf to take such action on the Supplier’s behalf, (b) this Contract constitutes a valid and binding obligation enforceable against the Supplier in accordance with its terms, (c) the performance of the Supplier obligations under these Conditions will not violate any agreement or obligation between the Supplier and any third party, (d) the Supplier’s performance under these Conditions will comply with the Conditions, (e) the Supplier holds all licenses, permits, and authorizations required to make his service available for booking through the Platform and to otherwise comply with the Supplier’s obligations under these Conditions, (d) the Supplier is the owner of all intellectual property rights uploaded through the Supplier Account or authorized by the owner of such rights to upload and license such rights through the Platform.

20. Dispute Resolution

Any controversy, claim or dispute arising out of or relating to this Agreement, or the obligation of a party hereunder, will be settled exclusively in accordance with this Section, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory. Each party will nominate a representative to negotiate in good faith to promptly resolve the controversy, claim or dispute for a period of up to fourteen (14) days following notification of the controversy, claim or dispute. In the event the controversy, claim or dispute has not been settled between the nominated representatives then, unless Travonda designates an alternative method of dispute resolution that the parties shall follow (which it may do in its sole discretion), the parties will submit to final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury and, in such circumstances, the parties each waive the right to trial by a jury. Supplier agrees that any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted and Supplier is agreeing to give up the ability to participate in a class action. Any arbitration will be conducted in accordance with the currently prevailing commercial arbitration rules of the Sri Lankan Arbitration Association. The parties agree to abide by any decision and award rendered in the proceedings. The decision and award will be final and conclusive and may be entered in any court having jurisdiction thereof. The English language version of this Agreement shall govern and all proceedings conducted shall be conducted in English. Any arbitration hearing will be held in Colombo, Sri Lanka. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.

21. Term, Termination and Suspension

21.1 The agreement is concluded for an indefinite period of time, until a newer version of the supplier agreement is introduced. The Supplier and Travonda may terminate the Contract at any time and without cause. A termination can be done automatically by using the appropriate function in the Supplier Account.

21.2 Supplier will executed remaining confirmed bookings as planned, after agreement termination and suspension.

21.3 If there are specific indications that a Supplier is culpably violating legal provisions, third party rights, or the Conditions or if Travonda otherwise has a legitimate interest, particularly with regard to protecting Customers or other Suppliers against fraudulent activities, Travonda is entitled to take one or more of the following actions taking into account the respective interest of the Supplier in the respective case in a reasonable manner:

Issue the Supplier with a warning;
Delete the Supplier's offers or other content;
Restrict the Supplier's use of the website;
Temporarily or permanently exclude (block) the Supplier from the website;
Contest and cancel existing bookings in the name of the Supplier without taking into account the applicable cancellation policies, and reject Customers’ offers for the conclusion of a Contract in the name of the Supplier

22. Changes to Agreement

Travonda reserves the right to modify and impose new or additional terms and conditions to this contract at any time. Travonda will notify the Supplier with a message to his Supplier Account about any changes in this Contract. If the Supplier does not accept such modifications or new or additional terms and conditions, he may terminate this contract upon written notice to Travonda. The Supplier’s failure to exercise his right to terminate this contract within 30 (thirty) days after notice of any modification or new or additional terms and conditions to this Contract will constitute his acceptance of such changes.

23. Force Majeure

If either party is prevented from performing any of its duties and obligations hereunder in a timely manner by reason of any act of God, strike, labor dispute, earthquake, fire, flood, public disaster, equipment, software or technical malfunctions or failures, power failures or interruptions, acts of terrorism, war, civil unrest, riots or any other reason beyond its reasonable control (each a “Force Majeure Event”), such party will be excused from performance of any such duty or obligation for the period during which such condition exists.

24. Final Provision

This Agreement, including Travonda’s Supplier Code of Conduct and Privacy Policy, and the Attachments, contains the entire understanding of the parties relating to the subject matter contained in this Agreement and supersedes all prior and contemporaneous agreements, arrangements and understandings between the parties. Any offer by Travonda and any acceptance of such an offer by Supplier is limited to the terms in this Agreement only, Travonda objects to any additional or different terms, and Travonda’s acceptance of any offer is expressly made conditional on assent to the terms of this Agreement. This Agreement will be governed by the laws of Sri Lanka without regard to its conflicts of law provisions, and by entering into this Agreement, Supplier waives any claims that may arise under the laws of other countries or territories. In connection with Travonda’s performance of its obligations and exercise of its rights hereunder, Travonda may have such obligations performed and such rights exercised on its behalf by the Travonda group and any of Travonda’s affiliates and their respective agents, contractors, distributors, and service providers. The waiver or failure to require the performance of any provision herein will not be deemed to constitute a waiver of a later breach of the same or any other provision herein, and no such waiver will be effective unless in writing. Travonda may assign or otherwise transfer this Agreement in whole or in part. Supplier may not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder, by operation of law or otherwise, without Travonda’s prior written consent and, for purposes hereof, a merger or change of control in which Supplier is not the surviving party will be deemed an assignment. Any attempted assignment in violation of the foregoing will be null and void. Foregoing, this Agreement will bind and inure to the benefit of each party’s successors and permitted assigns. Except as explicitly set forth in this Agreement, this Agreement will not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the parties; and the parties will at all times be and remain independent contractors. Except as expressly agreed by the parties in writing, and except for the sale of Supplier’s Products by Travonda as described herein, neither party will have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other party or to bind the other party in any respect whatsoever. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remainder of this Agreement will remain in full force and effect and the parties will modify such provision so as to be valid and enforceable if possible in such jurisdiction and conform to the parties’ intent..

Version 1.0

Last Updated : 01/08/2018