Supplier Terms and Conditions

Tour Vigator operates the Tour Vigator Platform, an online marketplace for tours and activities in Tanzania and beyond. In connection with Supplier's access to and use of the Tour Vigator Platform, Supplier appoints Tour Vigator as its commercial agent solely for the purposes of: (i) facilitating the sale by Supplier of the Supplier's Services to Customers; (ii) collecting payment from Customers on behalf of Supplier and transferring the applicable payouts to Supplier in accordance with this Agreement; (iii) providing customer service in relation to Supplier's Services; (iv) marketing Supplier's Services; and (v) performing any other services as may be mutually agreed upon by the Parties from time to time.

Tour Vigator acts solely as a technology platform and commercial agent facilitating transactions between Suppliers and Customers. Tour Vigator is not a tour operator, travel agency, reseller, or provider of the Services listed on the Platform. The contract for the provision of Services is entered into directly between the Supplier and the Customer. Supplier is the merchant of record and bears full responsibility for the delivery, quality, legality, and safety of the Services. Tour Vigator shall not be liable for any act, error, omission, warranty, representation, or negligence of any Supplier.

Tour Vigator operates in compliance with the Tanzania Tourist Board Act and, where applicable, the Zanzibar Commission for Tourism regulations. Suppliers acknowledge that Tour Vigator holds or shall obtain such registrations and licenses as required by Tanzanian law for the operation of an online travel marketplace.

Supplier may manage Supplier Content, including Product Offers, on the Tour Vigator Platform using the Supplier Administration Site. Supplier will provide to Tour Vigator all information required to establish and maintain the Supplier Account, including: (i) valid insurance certificates; (ii) current business registration certificate issued by the Business Registrations and Licensing Agency (BRELA) or equivalent Zanzibar authority; (iii) valid tourism license or permit issued by the Tanzania Tourist Board (TTB) or the Zanzibar Commission for Tourism, as applicable; (iv) Tanzania Revenue Authority (TRA) taxpayer identification number (TIN); and (v) details of Supplier's payment account.

The Supplier Account is personal to Supplier and may not be transferred to any third party without prior written consent from Tour Vigator. Supplier is responsible for maintaining the confidentiality of account credentials and for all activities that occur under the Supplier Account.

Tour Vigator reserves the right to verify the accuracy of all information provided by Supplier and to suspend or terminate the Supplier Account if any required license, permit, or registration lapses, is revoked, or is found to be invalid.

For each Service that Supplier wishes to sell via the Tour Vigator Platform, Supplier will create a complete and accurate Product Offer. The Product Offer must comply with all guidelines made available by Tour Vigator from time to time.

Supplier sets the Retail Price at which Services are offered on the Platform and is solely responsible for ensuring that such price includes all applicable taxes, levies, and charges in any jurisdiction where the Services are provided or deemed taxable. Supplier shall ensure full compliance with all tax laws applicable to its operations, including accurate disclosure of taxes to Customers where required by law.

Each Product Offer must clearly disclose: (i) a full and accurate description of the Service; (ii) all applicable taxes including Value Added Tax (VAT) at the prevailing rate as prescribed under the Value Added Tax Act (Cap. 148) or the Zanzibar VAT Act, as applicable; (iii) any Tourism Development Levy or similar charges required by Tanzanian law; (iv) fees and other charges; (v) cancellation and refund policy; (vi) any health, safety, or fitness requirements for participation; and (vii) any applicable age restrictions.

Supplier is solely and exclusively responsible for the complete and proper fulfillment of the Services towards the Customer as outlined in the Product Offer. Supplier shall ensure that all Services comply with the safety and quality standards prescribed by the Tanzania Tourist Board and any other relevant regulatory authority.

Supplier shall not list or sell Services on the Tour Vigator Platform that Supplier is not duly licensed to provide under Tanzanian law.

Supplier agrees to pay Tour Vigator a Commission for each Completed Booking. The applicable Commission is a percentage of the Retail Price, as specified in the Supplier Account. Tour Vigator reserves the right to update Commission rates with at least thirty (30) days' prior notice.

Tour Vigator operates solely as a technology platform and commercial agent. Supplier is the legal provider and seller of the Services to the Customer. Accordingly, Supplier is the merchant of record for all Services sold via the Tour Vigator Platform.

Tour Vigator collects payments from Customers on behalf of Supplier and remits payouts to Supplier after deduction of applicable Commission. Payments shall be made monthly or bi-monthly as selected by Supplier. Supplier is responsible for providing accurate payout details.

All payouts to Supplier shall be made exclusively in United States Dollars (USD). Any currency conversion into local currency shall be solely at Supplier's discretion and responsibility. Tour Vigator shall not be responsible for exchange rates, bank fees, or currency losses.

Supplier is solely and exclusively responsible for determining, charging, collecting, reporting, and remitting all applicable taxes arising from the sale of Services in any jurisdiction in which Supplier operates or is deemed to have tax obligations. This includes, without limitation: Value Added Tax (VAT), Goods and Services Tax (GST), sales tax, digital services tax, tourism levies, withholding tax, income tax, and any similar taxes or duties.

Tour Vigator is registered and operates in the United Republic of Tanzania (including Zanzibar) and does not assume any responsibility or liability for tax obligations arising outside Tanzania. Tour Vigator shall not be responsible for calculating, collecting, reporting, or remitting taxes on behalf of Supplier in any country other than where explicitly required under Tanzanian law.

Supplier acknowledges that Tour Vigator does not act as a tax agent, tax representative, or fiscal intermediary for Supplier in any jurisdiction. Nothing in this Agreement shall be interpreted as creating any obligation for Tour Vigator to manage or handle Supplier's tax compliance.

Where required by applicable Tanzanian law, Tour Vigator may withhold taxes from payouts and remit such amounts to the Tanzania Revenue Authority (TRA). In such cases, Tour Vigator shall provide Supplier with the relevant withholding documentation.

Tour Vigator does not provide tax, legal, or financial advice. Supplier is strongly advised to consult with qualified tax professionals in their respective jurisdiction to ensure full compliance with all applicable laws.

Any disputes relating to payments shall be handled in accordance with Section 16 of this Agreement.

Tour Vigator provides a digital marketplace that enables Suppliers to offer and sell Services directly to Customers. Tour Vigator does not take ownership, control, or possession of any Services listed on the Platform at any time.

Supplier acknowledges and agrees that it is the sole seller of record for all Services and is responsible for issuing any required invoices, receipts, or tax documentation to Customers in accordance with applicable laws.

Nothing in this Agreement shall be interpreted as creating a partnership, joint venture, or reseller relationship. Tour Vigator does not act as a principal in any transaction between Supplier and Customer.

Supplier is solely responsible for determining whether it has tax nexus, permanent establishment, or other taxable presence in any jurisdiction and for complying with all related tax obligations.

Supplier's communication with Customers is strictly limited to the direct and necessary facilitation of a specific Booking made through the Tour Vigator Platform. Supplier shall not: (i) encourage or solicit bookings outside the Tour Vigator Platform; (ii) engage in unauthorized marketing to Customers; (iii) misuse Customer Data in any way that violates applicable data protection laws or this Agreement; or (iv) solicit or attempt to influence Customer reviews in a manner that is misleading.

Supplier acknowledges that all Customers acquired through the Tour Vigator Platform remain customers of the Platform ecosystem. Supplier shall not attempt to redirect, divert, or migrate Customers outside the Platform for the purpose of avoiding Commission or fees. Any violation may result in immediate suspension or termination.

Supplier must check messages received via Tour Vigator's Communication Tools at least once per day and respond to Customer inquiries within twenty-four (24) hours of receipt.

Where a Customer complaint is received, Supplier shall engage in good faith efforts to resolve the matter. If the complaint cannot be resolved within a reasonable time, either Party may escalate the matter in accordance with Section 16. Supplier shall also comply with any consumer protection obligations arising under the Fair Competition Act (Cap. 285) and, where applicable, the Zanzibar Consumer Protection Act.

Tour Vigator will promote and market the Services in its sole discretion, and will bear the cost of its promotion and marketing efforts. In order to promote the Services, Tour Vigator may use the Supplier Content and Supplier Marks in offline and online marketing channels in accordance with Tanzanian advertising standards and any applicable guidelines of the Tanzania Communications Regulatory Authority (TCRA).

Supplier must offer Services under its generally used company and brand name as registered with the relevant Tanzanian regulatory authority. Supplier shall not use Tour Vigator's name, trademarks, or branding for any purpose other than as expressly authorized under this Agreement.

All marketing activities by both Parties shall comply with the Tanzania Advertising Standards and any relevant guidelines issued by the TCRA or the Tanzania Tourist Board.

Supplier shall render all Services in compliance with all Applicable Laws of Tanzania, including but not limited to: (i) the Tourism Act (Cap. 105, R.E. 2002) and regulations thereunder; (ii) the Zanzibar Tourism Act No. 2 of 2009 (for Zanzibar-based Suppliers); (iii) fire and safety regulations under the Occupational Health and Safety Act (Cap. 297); (iv) consumer protection laws under the Fair Competition Act (Cap. 285); (v) the Food, Drugs and Cosmetics Act (Cap. 219) where Services involve food and beverages; (vi) environmental protection obligations under the Environmental Management Act (Cap. 191); and (vii) all other laws, regulations, and guidelines applicable to the Services or Supplier's business.

Supplier shall, at all times during the term of this Agreement, maintain valid and subsisting: (i) a business license or registration certificate; (ii) a valid tourism operator license issued by the Tanzania Tourist Board or, for Zanzibar-based operators, the Zanzibar Commission for Tourism; (iii) any sector-specific permits such as a national park or reserve operating permit where applicable; and (iv) any other authorizations required by Applicable Law.

Upon request by Tour Vigator, Supplier will promptly provide copies of all registrations, licenses, permits, approvals, and authorizations related to Supplier or the Services. Failure to maintain required licenses or permits shall constitute a material breach of this Agreement.

Suppliers who employ staff must comply with all obligations under the Employment and Labour Relations Act (Cap. 366), including payment of minimum wages, provision of employment contracts, and compliance with occupational health and safety standards.

Supplier grants to Tour Vigator a non-exclusive, sublicensable, worldwide, fully-paid and royalty-free license to use, reproduce, adapt, translate, make derivative works of, modify, publicly display, publicly perform, transmit, and distribute the Supplier Content for the purposes of operating and promoting the Tour Vigator Platform and Supplier's Services.

Supplier is solely responsible for the Supplier Content, and may provide only Supplier Content that it either owns or otherwise has the right to provide to Tour Vigator under the terms of this Agreement. Supplier warrants that the Supplier Content does not infringe the intellectual property rights of any third party under Tanzanian or international law.

All intellectual property rights in the Tour Vigator Platform, including its software, design, trademarks, and content created by Tour Vigator, are and shall remain the exclusive property of Tour Vigator. Nothing in this Agreement shall be construed as conferring any license or rights in Tour Vigator's intellectual property on Supplier, except as expressly stated herein.

Intellectual property rights shall be interpreted and enforced in accordance with the Copyright and Neighbouring Rights Act (Cap. 218) and the Trade and Service Marks Act (Cap. 326) of Tanzania.

Each Party represents and warrants that: (i) the person executing this Agreement on its behalf is duly authorized to bind it to this Agreement; (ii) this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms; and (iii) the execution and performance of this Agreement does not violate any applicable law or any agreement to which it is a party.

Supplier further represents and warrants that: (i) it holds all required licenses, permits, and registrations to lawfully operate as a tour or activity Supplier in Tanzania; (ii) it is the owner of the Supplier Content, or otherwise has the right to provide the Supplier Content to Tour Vigator under this Agreement; (iii) all Services shall be rendered in compliance with Applicable Law and industry-standard safety standards; (iv) it has obtained all necessary consents, including from employees and third-party contractors, to perform the Services; and (v) it will maintain all required licenses, permits, and registrations throughout the term of this Agreement.

Supplier acknowledges that Tour Vigator relies on these representations in making the Platform available to Supplier, and that any breach of these representations may result in immediate suspension or termination of the Supplier Account.

The Indemnifying Party shall defend, indemnify, and hold the Indemnified Party harmless from and against any and all liabilities, damages, fines, penalties, settlements, losses, and expenses of whatever kind (including legal and accounting fees, court costs, and taxes) incurred or suffered in connection with a Covered Claim.

Supplier shall indemnify and hold Tour Vigator harmless from and against any claim arising from: (i) Supplier's breach of this Agreement; (ii) Supplier's breach of any Applicable Law; (iii) any personal injury, death, or property damage arising out of or related to the Services; (iv) any infringement of a third party's intellectual property rights by the Supplier Content; or (v) Supplier's fraud or willful misconduct.

Supplier shall indemnify, defend, and hold harmless Tour Vigator from and against any claims, liabilities, penalties, tax assessments, regulatory fines, or governmental actions arising from Supplier's failure to comply with tax obligations in any jurisdiction.

Tour Vigator shall indemnify and hold Supplier harmless from and against any claim arising from Tour Vigator's willful misconduct or gross negligence in the operation of the Tour Vigator Platform.

The indemnification obligations in this Section shall survive termination of this Agreement.

During the term of this Agreement (and thereafter until all Remnant Bookings have been fulfilled), Supplier shall maintain comprehensive general liability insurance covering risks related to Supplier's business and the Services. The policy shall be written on an occurrence form for an appropriate value in light of the nature of the Services, Supplier's location, and applicable Tanzanian industry standards.

Supplier's insurance policy shall cover, at a minimum: (i) public liability for bodily injury and property damage; (ii) professional indemnity where applicable; and (iii) any other coverage required by Tanzanian law or by the Tanzania Tourist Board.

Supplier shall ensure that its insurance is placed with an insurer licensed to conduct business in Tanzania by the Tanzania Insurance Regulatory Authority (TIRA) in accordance with the Insurance Act (Cap. 394). Supplier shall provide Tour Vigator with a copy of the relevant insurance certificate upon request.

Supplier shall promptly notify Tour Vigator if its insurance coverage lapses, is reduced, or is cancelled. Failure to maintain required insurance shall constitute a material breach of this Agreement.

Tour Vigator acts as a commercial agent and marketplace only. Tour Vigator shall not be liable to Customers or third parties for any act or omission of the Supplier in the provision of Services.

Tour Vigator shall be liable to Supplier solely for: (i) any damage to Supplier due to Tour Vigator's willful or grossly negligent act or omission; (ii) any damage to Supplier's life, body, or health due to Tour Vigator's simple negligence; and (iii) any damages to Supplier due to Tour Vigator's breach of a material obligation under this Agreement. Any further liability for damages is excluded to the fullest extent permitted by Tanzanian law.

The total aggregate liability of Tour Vigator to Supplier under this Agreement, whether arising in contract, tort, or otherwise, shall not exceed the total Commissions paid by Supplier to Tour Vigator in the three (3) months immediately preceding the event giving rise to the claim.

Tour Vigator shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profit, loss of business, loss of goodwill, or loss of data, even if advised of the possibility of such damages.

Nothing in this Agreement shall exclude or limit liability for: (i) death or personal injury caused by gross negligence or willful misconduct; (ii) fraud or fraudulent misrepresentation; or (iii) any liability that cannot be excluded or limited under Tanzanian law.

Both Tour Vigator and Supplier shall comply with the Personal Data Protection Act, 2022 of Tanzania ("PDPA") and all subsidiary regulations made thereunder, as well as any applicable data protection laws in Zanzibar, in connection with all Personal Data processed under or in connection with this Agreement.

With regard to Customer Personal Data, both Tour Vigator and Supplier act separately as Data Controllers in respect of the personal data they each collect and process for their own purposes. Customer Personal Data collected by Tour Vigator may only be transferred to Supplier to the extent necessary for the performance of the Services and in compliance with applicable data protection transfer mechanisms under the PDPA.

Supplier shall: (i) process Customer Personal Data only for the purpose of fulfilling the relevant Booking and for no other purpose; (ii) implement appropriate technical and organizational measures to protect Customer Personal Data against unauthorized access, loss, or disclosure; (iii) not transfer Customer Personal Data to any third party or outside Tanzania without a lawful basis as required by the PDPA; (iv) comply with data subject rights as prescribed under the PDPA, including the rights of access, correction, and erasure; and (v) promptly notify Tour Vigator of any personal data breach involving Customer Personal Data within twenty-four (24) hours of becoming aware of such breach.

Supplier acknowledges that the Personal Data Protection Commission of Tanzania has regulatory oversight over data protection compliance, and agrees to cooperate with any investigation or inquiry by such authority.

This Agreement shall remain in effect until terminated in accordance with its terms. Either Party may terminate this Agreement, in its sole discretion, in whole or in part at any time without cause, effective upon thirty (30) days' written notice to the other Party.

Either Party may terminate this Agreement immediately by written notice to the other if the other Party: (i) breaches a material obligation under this Agreement that is incapable of cure; (ii) breaches a material obligation that is capable of cure and fails to cure such breach within fifteen (15) days of receiving written notice thereof; (iii) becomes insolvent, is placed under administration, or enters into liquidation proceedings; or (iv) has a required license, permit, or registration revoked or suspended by a competent authority.

Tour Vigator may suspend or terminate the Supplier Account immediately upon notice if Supplier: (i) engages in fraudulent, deceptive, or illegal conduct; (ii) poses a risk to the safety or wellbeing of Customers; (iii) fails to maintain required licenses or insurance; or (iv) receives repeated unresolved Customer complaints that, in Tour Vigator's reasonable judgment, reflect a material failure in Service delivery.

Upon termination: (i) Tour Vigator shall fulfill all confirmed Bookings existing as at the date of termination ("Remnant Bookings"), unless prohibited from doing so by law or the circumstances of termination; (ii) Supplier shall fulfill all Remnant Bookings; (iii) outstanding Commission and payouts shall be settled in accordance with this Agreement; and (iv) each Party shall promptly return or destroy the other Party's Confidential Information.

If Supplier chooses to work with a Connectivity Partner to connect to Tour Vigator's systems via API integration, Supplier agrees that Tour Vigator may share Supplier's Confidential Information and Booking information with the Connectivity Partner solely to the extent necessary for the integration to function.

Supplier will obtain for Tour Vigator any rights required to use the Connectivity Partner's API as necessary for the performance of this Agreement. Connectivity Partners shall be required to comply with applicable Tanzanian laws, including data protection and cybersecurity regulations under the Electronic and Postal Communications Act (Cap. 306) and the Cybercrimes Act, 2015.

Tour Vigator shall not be responsible for any failure, error, or interruption caused by a Connectivity Partner's systems or services.

The relationship between Supplier and Tour Vigator is that of independent contractor and commercial agent. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency beyond the scope expressly stated herein, employment, or franchise relationship between the Parties.

The relationship between Supplier and Tour Vigator is non-exclusive. Supplier may sell services through other marketplaces, and Tour Vigator may promote and offer services substantially similar to or competitive with Services.

Tour Vigator operates as an intermediary platform and not as an e-commerce retailer or marketplace facilitator under foreign tax regimes unless explicitly stated. Supplier agrees that Tour Vigator has no obligation to register for, collect, or remit taxes in jurisdictions outside Tanzania based on Supplier's activities.

This Agreement shall be governed by and construed in accordance with the laws of the United Republic of Tanzania, including the laws of Zanzibar to the extent applicable to Zanzibar-based Suppliers. The Parties agree to submit to the exclusive jurisdiction of the competent courts of Tanzania for the resolution of disputes arising under this Agreement.

In the event of any Dispute, the Parties shall: (i) first attempt to resolve the matter through good faith negotiations within fourteen (14) days of written notice of the Dispute; (ii) if unresolved, refer the matter to mediation in Dar es Salaam or Zanzibar City (as applicable) under the rules of the Tanzania Institute of Arbitration (TIA) or such other mediation body as the Parties may agree; and (iii) if mediation fails within sixty (60) days, either Party may refer the matter to the competent court or, if mutually agreed, to binding arbitration under the Arbitration Act (Cap. 15) of Tanzania.

Tour Vigator reserves the right to amend this Agreement at any time by providing Supplier with thirty (30) days' prior written notice. Continued use of the Tour Vigator Platform after the effective date of any amendment shall constitute Supplier's acceptance of the amended Agreement.

If any provision of this Agreement is found to be unenforceable or invalid under Tanzanian law, such provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings. This Agreement may only be amended in writing signed by authorized representatives of both Parties, except as otherwise provided herein.

Notices under this Agreement shall be in writing and delivered by email to the addresses on record in the Supplier Account, or by registered post to Tour Vigator's registered address. Notices shall be deemed received on the date of confirmed email delivery or five (5) business days after posting by registered mail.