Vendor (Service Provider) Agreement

Vourigo operates as a travel organiser and commercial intermediary under the International Convention on Travel Contracts (CCV, Brussels 1970) and OHADA Uniform Act relating to General Commercial Law. We facilitate contracts between Tourists and Vendors but do not assume operational control over Vendor services.

Key Definitions:

• Tourist: End-user booking experiences, stays, or restaurants via the Platform.
• Vendor: Independent third-party providing accommodation, activities, transport, or meals.
• Booking: Confirmed reservation with unique VRG-XXXXXXX reference.
• Provider Base: Vendor's quoted price for services, before Platform markup.
• Escrow: Virtual wallet holding Vendor payments until booking completion.
• Fincra: Licensed payment infrastructure company (CBN Nigeria) handling all transactions.

Prerequisites: you must provide:

(a) Valid business registration certificate (Cameroon or OHADA member state);

(b) Tourism operator licence (where required by Cameroon Ministry of Tourism and Leisure);

(c) Tax identification number (TIN) and VAT registration (if applicable);

(d) Proof of insurance (General Liability minimum XAF 50,000,000 or USD 80,000);

(e) Safety certifications relevant to your service category;

(f) Bank account details for escrow release;

(g) Signed commitment to UNWTO and WTTC safety and hygiene protocols.

Vetting Process:

• Site inspection for accommodation and activity operators.
• Reference checks and review of past tourist complaints.
• Verification of licences and insurance.
• Trial period (first 3 bookings under enhanced monitoring).
• Annual re-certification required.

Special Requirements by Category:

• Accommodation: Hotels, lodges, guesthouses. Fire safety certificate, hygiene inspection.
• Activities: Gorilla tracking, hiking, cultural tours. Guide certifications, park permits.
• Transport: Vehicle hire, drivers. Commercial licence, vehicle inspection.
• Restaurants: Dining reservations. Health inspection certificate, food safety training.

All Vendors must adhere to UNWTO Global Guidelines to Restart Tourism, WTTC Safe Travels Protocols, Cameroon Ministry of Public Health directives, and ISO 31000 risk management principles for adventure activities.

Accommodation Vendors: Maintain cleanliness standards per Ministry of Tourism classification; provide accurate room descriptions and photos; honour confirmed reservations (overbooking resolved at Vendor's cost); implement contactless check-in where feasible.

Activity Vendors: Guides must hold current first-aid certification; equipment must be inspected and maintained; maximum group sizes must not exceed park or Platform limits; safety briefings mandatory before all adventure activities.

Transport Vendors: Vehicles must be commercially insured and inspected quarterly; drivers must hold valid commercial licences and observe 8-hour daily limits; seat belts functional and mandatory; no night driving on unpaved rural roads without Platform approval; GPS tracking enabled for all long-distance transfers.

Restaurant Vendors: Valid health inspection certificate displayed; allergen information provided upon request; dietary restrictions communicated by Platform must be honoured; foodborne illness incidents reported within 24 hours.

Prohibited Practices:

• Discrimination based on race, nationality, gender, disability, or religion.
• Overbooking without immediate alternative provision.
• Subcontracting to unvetted third parties without Platform written consent.
• Soliciting direct bookings from Platform-referred Tourists for 12 months post-booking.
• Falsifying reviews or ratings.
• Accepting cash payments from Platform-booked Tourists for additional services without Platform knowledge.

You set your Provider Base Price in USD. The Platform adds a service fee and payment processing cost on top of your base price to arrive at the Tourist-facing price. Your Provider Base is the amount from which your settlement is calculated.

Commission Structure:

• Platform Commission: 25% of Provider Base. Deducted before escrow release.
• Payment Processing: approx. 4% of gross-up. Borne by the customer via Fincra; no direct Vendor charge.
• Tourist Tax (XAF 500 to 5,000 per person per night): Collected from Tourist; remitted by Platform to authorities.

You are responsible for remitting all applicable Cameroonian taxes on your Provider Base revenue. If you are VAT-registered, you must provide valid VAT invoices for all services.

Price changes require 14 days' advance notice to the Platform. Confirmed bookings are locked at the original price.

Upon Tourist payment confirmation:

• Lodging Advance: Accommodation portion. Released immediately on booking confirmation.
• Vendor Escrow: Guide, transport, and activity portions. Released when admin marks booking completed.
• Platform Service Fee: Platform commission. Locked to Vourigo SARL; released periodically.

Escrow Release Conditions: Vendor Escrow is released to your designated bank account within 5 business days after: (a) the booking status is marked completed; and (b) no Tourist complaints or disputes are pending; and (c) no chargebacks or refund claims are active.

Delayed Release: Escrow may be withheld beyond 5 days if a Tourist complaint is under investigation (maximum 30 days), a chargeback is pending (maximum 90 days), or you are under investigation for Terms violation.

All settlements are in USD. You bear currency conversion costs to your local currency.

You must confirm or decline booking requests within 24 hours via the Vendor Portal. Failure to respond results in automatic decline and potential ranking penalty.

Overbooking: If you cannot honour a confirmed booking: (a) you must provide an equivalent or superior alternative at your cost; (b) if no alternative is acceptable to the Tourist, you forfeit your portion of the Provider Base and may be charged a penalty of 50% of the Provider Base; (c) repeated overbooking (3 or more incidents per quarter) results in suspension.

Vendor-Initiated Cancellation: Authorised only under force majeure (Section 8) or with Platform approval. Unauthorised cancellations result in forfeiture of all escrowed funds and a penalty equal to 100% of Provider Base payable to Tourist.

Tourist-Initiated Cancellation — your share:

• More than 30 days: 95% of Provider Base minus commission.
• 15 to 30 days: 70% of Provider Base minus commission.
• 7 to 14 days: 50% of Provider Base minus commission.
• Less than 7 days: 25% of Provider Base minus commission.

Minimum Insurance Requirements:

• General Liability: XAF 50,000,000 (approx. USD 80,000) per occurrence.
• Professional Indemnity: XAF 25,000,000 (for activity operators).
• Vehicle Insurance: Commercial passenger coverage (for transport operators).
• Property Insurance: Fire and liability coverage (for accommodation operators).

Certificates must be uploaded annually to the Vendor Portal.

Liability Allocation:

• Vendor acts or omissions: You are solely liable for injuries, damages, or losses caused by your employees, equipment, or negligence.
• Platform intermediary liability: Limited to diligent selection and monitoring (Article 15 CCV, 1970).
• Indemnification: You indemnify the Platform against all claims arising from your services, except where Platform gross negligence is proven.

All incidents involving Tourist injury, property damage, or safety breaches must be reported to the Platform within 4 hours via the Vendor Portal or emergency line.

Force majeure means unusual, extraordinary, and unforeseeable circumstances beyond either party's control, the consequences of which could not have been avoided even with all due care (OHADA Article 294).

Examples: natural disasters; epidemics or pandemics (WHO or Cameroon Ministry of Public Health declaration); war, terrorism, civil unrest; government closures of parks or borders; strikes affecting essential transport or utilities.

Effect:

• Before performance: Full refund to Tourist; no commission due; no penalty to Vendor.
• During performance: Equitable cost-sharing of additional expenses; Platform and Tourist each bear 50% of reasonable additional transport costs per UNWTO recommended practice.
• Neither party may claim compensation from the other for force majeure losses.

Force majeure must be notified within 24 hours with supporting documentation.

You receive Tourist data (name, contact, health tokens, dietary restrictions) solely for service delivery. You must:

• Process only for the specific booking purpose.
• Not retain data beyond 1 year post-trip.
• Not share with third parties.
• Implement appropriate security measures.
• Report breaches to Platform within 24 hours.

As a data processor, you are required to enter into and comply with the Data Processing Agreement set out in Exhibit C to this Agreement before receiving any Tourist personal data. The DPA is legally required under Cameroon Law No. 2024/017 and constitutes a condition of Vendor onboarding. No Tourist data will be transmitted to you until a signed copy of Exhibit C is on file with Vourigo.

You may not use Tourist contact information for direct marketing without explicit Tourist consent obtained independently of the Platform.

All customer funds are held in the Platform's secure escrow database account and will only release to your payout wallet after an admin changes the status flag to completed following successful delivery.

Liquidated Damages: If a Vendor cancels a confirmed booking within 7 days of departure, overbooks their property, or fails an inspection, the Platform has the absolute contractual right to freeze your entire escrow balance, seize a flat liquidated damages fee, and use those funds to rebook or compensate the affected Tourist.

Anti-Disintermediation and Non-Solicitation: You agree to a strict 12-month post-booking ban prohibiting direct solicitation, contracting with, or accepting off-platform payments from any Tourist introduced via the Platform. The contractual penalty for violation is XAF 5,000,000 per occurrence, enforceable by immediate escrow withholding and legal action.

This Agreement is effective upon signature and continues until terminated by either party with 90 days' written notice.

The Platform may suspend your listing immediately for:

• Safety incidents or Tourist injuries attributable to your negligence.
• Fraud, misrepresentation, or review manipulation.
• Failure to maintain required insurance or licences.
• Repeated overbooking (3 or more incidents per quarter).
• Breach of data protection obligations.
• Government enforcement action against you.

Either party may terminate immediately for material breach if uncured within 30 days of notice.

Post-Termination: All pending bookings must be honoured or refunded at your cost; escrowed funds settled per normal timeline; Tourist data deleted or returned within 30 days; non-solicitation obligations survive 12 months.

These standards are mandatory conditions of listing on the Vourigo Platform. Failure to meet any standard constitutes grounds for suspension under Section 11.

Accommodation Vendors

• Maintain a valid tourism classification certificate issued by the Cameroon Ministry of Tourism and Leisure.
• Provide accurate room and property descriptions; photos must reflect actual current condition.
• Honour all confirmed reservations. Overbooking must be resolved by providing an equivalent or superior alternative at no cost to the Tourist before notifying the Platform.
• Implement emergency procedures: posted evacuation routes, fire extinguishers inspected annually, 24-hour front desk or emergency contact.
• Respond to Platform booking confirmations within 24 hours.

Activity and Guide Vendors

• All guides must hold a current first-aid certification (Red Cross standard or equivalent) renewed annually.
• All equipment used in high-risk activities (ropes, harnesses, boats, climbing gear) must be inspected before each use and formally certified quarterly.
• Maximum group sizes prescribed by park regulations or Platform limits must not be exceeded under any circumstances.
• A written safety briefing must be delivered to all Tourists before each adventure activity.
• Incident reports must be filed with the Platform within 4 hours of any injury, near-miss, or property damage event.

Transport Vendors

• All vehicles must hold a valid commercial passenger transport licence and pass annual inspection by Cameroonian transport authorities.
• Drivers must hold valid commercial licences and must not exceed 8 hours of driving per day.
• Seat belts must be fitted and operational for every passenger seat.
• GPS tracking must be active on all long-distance transfers exceeding 100 km.
• Night driving on unpaved rural roads is prohibited without prior Platform written approval.

Restaurant Vendors

• A valid health inspection certificate must be displayed on premises and uploaded to the Vendor Portal annually.
• Allergen information must be available for all menu items upon request.
• Dietary restrictions communicated by the Platform at the time of reservation must be honoured without substitution or omission.
• Any foodborne illness incident attributable to your premises must be reported to the Platform within 24 hours.

This schedule sets out the financial terms applicable to all active Vendor listings. It supplements Section 4 and Section 5 of the Agreement.

Platform Commission Rate

• Standard rate: 25% of your Provider Base Price, deducted before Vendor Escrow is calculated.
• Applies to all service categories: accommodation, activities, transport, and meals.
• Non-negotiable for standard listings. Volume arrangements for Vendors exceeding USD 50,000 per year in Provider Base revenue may be negotiated separately in writing.

Payment Processing Fee

• Approximately 4% of the gross-up total, payable to Fincra at settlement.
• This fee is absorbed into the Tourist-facing price via the gross-up formula and is not charged directly to the Vendor.
• The exact rate is subject to Fincra's prevailing merchant pricing at the time of settlement.

Escrow Release Timeline

• Lodging Advance: released within 1 business day of booking confirmation.
• Vendor Escrow (activities, transport, meals): released within 5 business days of the booking being marked completed by Platform admin.
• Delayed releases under investigation: maximum 30 days for complaints; maximum 90 days for chargebacks.

Price Change Protocol

• You must give 14 calendar days' written notice to the Platform before any change to your Provider Base Price takes effect.
• All bookings confirmed before the notice date are locked at the original price and are not subject to retrospective adjustment.
• Price changes communicated with less than 14 days' notice will not be applied to any booking already in draft, pending, or confirmed status.

Tourist Tax Remittance

• Tourist Tax collected from Tourists (XAF 500 to XAF 5,000 per person per night depending on property classification) is remitted by the Platform to municipal authorities on your behalf.
• You are responsible for remitting all other applicable Cameroonian taxes on your Provider Base revenue directly to the General Directorate of Taxes.

This Data Processing Agreement ("DPA") forms part of the Vendor Agreement between Vourigo SARL ("Controller") and the Vendor ("Processor"). It is required under Cameroon Law No. 2024/017 relating to Personal Data Protection and the EU General Data Protection Regulation (GDPR) Regulation 2016/679. No Tourist personal data will be shared with the Vendor until this DPA is signed and on file.

1. Definitions

• "Personal Data" means any information relating to an identified or identifiable natural person as defined in Cameroon Law No. 2024/017.
• "Tourist Data" means the subset of Personal Data shared by the Controller with the Processor for the purpose of delivering a confirmed booking.
• "Processing" means any operation performed on Personal Data, including collection, storage, access, use, disclosure, and deletion.

2. Subject Matter and Scope

The Controller shares Tourist Data with the Processor solely for the purpose of delivering the specific services covered by a confirmed booking reference. The Processor may not use Tourist Data for any other purpose.

3. Categories of Data Shared

The Controller will share only the minimum data necessary for service delivery:

• Full name and nationality (for guide briefings and park entry).
• Dietary restrictions and relevant health tokens (for meal preparation and activity safety briefings).
• Booking dates, group size, and activity schedule (for operational coordination).

The Controller will not share passport numbers, payment data, or raw health text with the Processor.

4. Processor Obligations

The Processor must:

(a) Process Tourist Data only on documented instructions from the Controller;

(b) Ensure that all persons authorised to process Tourist Data are bound by confidentiality obligations;

(c) Implement appropriate technical and organisational security measures, including access controls, encrypted storage where feasible, and a clear data destruction protocol;

(d) Not engage any sub-processor without prior written authorisation from the Controller;

(e) Notify the Controller within 24 hours of becoming aware of a Personal Data breach;

(f) Delete or return all Tourist Data within 30 days of the booking being marked completed or cancelled, and certify deletion in writing upon request;

(g) Not transfer Tourist Data outside the Republic of Cameroon without prior written authorisation from the Controller.

5. Audit Rights

The Controller has the right to audit the Processor's data handling practices upon 14 calendar days' written notice, or immediately in the event of a suspected breach. The Processor must cooperate fully and provide access to relevant records.

6. Liability

The Processor is liable for any breach of this DPA caused by its own acts or omissions. The Controller is not liable for breaches attributable solely to the Processor's failure to comply with these obligations. This DPA does not limit either party's liability for fraud or gross negligence.

7. Governing Law

This DPA is governed by the laws of the Republic of Cameroon, including Cameroon Law No. 2024/017. Disputes arising from this DPA are subject to the dispute resolution provisions in Section 12 of the Vendor Agreement.

Signatures

This DPA takes effect on the date both parties sign and is incorporated by reference into the Vendor Agreement.

On behalf of Vourigo SARL (Controller): _________________________ Date: _____________

On behalf of Vendor (Processor): _________________________ Date: _____________

This Exhibit sets out the conduct obligations applicable to all Vendors while listed on the Platform and for 12 months following the last booking made through the Platform.

Prohibited Conduct on the Platform

• Listing services that are not actually available at the advertised price or specification.
• Uploading photographs, descriptions, or reviews that do not accurately represent the actual service.
• Creating or soliciting fake reviews of your own services or of competing Vendors.
• Charging Tourists fees, deposits, or supplements beyond the confirmed booking amount without Platform written consent.
• Accepting direct payment from a Platform-referred Tourist for services within the scope of a confirmed booking.
• Subcontracting any element of a confirmed booking to a third party not previously approved by the Platform.
• Providing Tourist contact details obtained through the Platform to any third party for commercial purposes.

Anti-Disintermediation Obligations

For a period of 12 months from the date of any booking made through the Platform, you must not:

• Directly solicit, contact, or invite the Tourist to book future services outside the Platform;
• Accept a direct booking from that Tourist for any service of the same or similar type to that booked through the Platform;
• Offer the Tourist a lower price for off-platform bookings;
• Facilitate an introduction between the Tourist and a competing service provider for the purpose of bypassing the Platform.

The contractual penalty for each proven violation of the anti-disintermediation obligations is XAF 5,000,000 per occurrence, enforceable by immediate escrow withholding pending settlement and, if necessary, by legal action under OHADA enforcement mechanisms.

Social Media and Marketing

You may identify yourself as a Vourigo partner on your own website and social media. You may not imply an exclusive or preferred partnership status. You may not use Vourigo branding, logos, or registered marks in any manner not expressly authorised in writing by Vourigo SARL.

Reporting Obligations

If you become aware of any conduct by another Vendor, a Tourist, or a third party that violates this Policy, you must report it to compliance@vourigo.com within 48 hours of becoming aware.

This Agreement is governed by OHADA Uniform Acts, Cameroonian commercial law, and the International Convention on Travel Contracts (CCV, 1970) as interpretive guidance.

Dispute Escalation:

• Primary: OHADA Common Court of Justice and Arbitration (CCJA), Abidjan, Cote d'Ivoire.
• Alternative: Mediation under OHADA mediation rules.
• Local: Douala Commercial Court for interim measures or enforcement.

If elected by mutual written agreement, disputes shall be resolved under ICC Arbitration Rules, seated in Abidjan, with proceedings in French or English.

All notices to: legal@vourigo.com (Platform); your registered Vendor Portal email (you).

Complaints Procedure: To raise a dispute or complaint regarding escrow, booking allocation, or Platform decisions, email complaints@vourigo.com with your Vendor ID, booking reference, and a written statement. You will receive acknowledgment within 2 business days and a substantive response within 10 business days. Unresolved complaints escalate to the mediation process above.