Tashi Partner Programme Agreement

This Partner Programme Agreement (“Agreement”) is entered into between Tashi Travel Pty Ltd (“Tashi”), ABN 83 630 291 913, and the approved partner identified in the applicable Partner Programme Application (“Partner”).

1. Definitions

• Customer means an end-user who subscribes to the Platform through a Partner’s referral or white label sale.
• Platform means Tashi’s travel marketplace software and related modules, including Tour Management System, Property Management System (PMS), Hotel Channel Manager and Website Builder.
• Referral Model means where a Customer contracts directly with Tashi.
• White Label Model means where a Customer accesses the Platform under the Partner’s branding, subject to a white label fee.
• Gross Booking Volume means the total value of bookings processed through the Platform, including taxes, fees and charges, but excluding refunds and chargebacks.
• Booking Fees means the fee charged by Tashi as a percentage of a Customer’s Gross Booking Volume, subject to a minimum monthly subscription.
• Confidential Information means any non-public information disclosed by one party to the other, including business, technical, financial and customer-related information.

2. Programme Overview

Tashi’s Partner Programme rewards approved Partners for referring Customers or offering the Platform under a white label arrangement. Partners are authorised to promote and offer the Platform under this Agreement.

3. Commission Structure

Partner Commission

• 30% of Tashi’s Booking Fee for the first 36 months from a Customer’s signup date

Tashi’s Booking Fee

• 2.5% of the Customer’s monthly Gross Booking Volume
• Subject to a minimum monthly subscription fee of USD 149 per month for Marketplace customers and as follows for Independent Operators:

• Full pricing details and module inclusions can be found at https://tashi.travel/pricing
• Invoiced monthly in arrears on the first business day of the following month
• Exclusive of applicable taxes and applicable direct costs for service delivery.

Payment of Commissions

• Calculated on amounts actually received by Tashi, excluding taxes, refunds, chargebacks and direct customer costs such as Channel Manager Fees.
• Payable monthly in arrears, within thirty days of the end of each month, by bank transfer to the Partner’s nominated account

4. Referral vs White Label

Referral Model

• Customer contracts directly with Tashi under Tashi’s pricing and terms
• Tashi handles billing, onboarding and direct customer support

White Label Model

• Customer interacts with the Platform under the Partner’s branding
• A one-time setup fee and an ongoing monthly fee apply, as specified in the Proposal.
• Tashi provides support to the Partner, and the Partner is responsible for supporting their Customers
• Some elements of the Platform may include limited references to Tashi for transparency

Intellectual Property Ownership
All rights, title and interest in the Platform remain the property of Tashi. The Partner does not obtain ownership rights in the Platform or any related intellectual property.

See Appendix A for a comparison table of Referral and White Label Models.

5. Partner Responsibilities

The Partner agrees to:

• Accurately represent Tashi’s services and not make false or misleading claims
• Promote Tashi using ethical marketing practices and avoid spam, deceptive tactics or false advertising
• Comply with all applicable laws including privacy, consumer protection, anti-spam and data protection laws
• Maintain the confidentiality and security of Customer data and accounts
• Not appoint sub-partners or sublicense rights without Tashi’s written consent

6. Tashi’s Rights

Tashi retains the right to:

• Modify pricing, features, and service offerings at any time, with reasonable notice.
• Audit Partner activity to ensure compliance with this Agreement.
• List the Partner as an approved partner unless the Partner objects in writing).
• Appoint other partners; no exclusivity is granted unless expressly agreed in writing.
• Terminate Partner participation for breach, unethical conduct, or misrepresentation.
• Update this agreement with 60 days' notice; existing commissions will be honored under the terms that were in place when the customer was signed up, unless a breach of terms or unethical conduct has occurred.

7. Confidentiality, Data Protection & Security

• Each party must keep the other’s Confidential Information secure and not disclose it unless required by law or with prior written consent
• Tashi will never sell Customer Data. Customer Data remains the property of the Customer. The Partner acknowledges that Customer Data belongs to the Customer and Tashi where applicable, not to the Partner.
• Both parties will use reasonable technical and organisational measures to protect Customer Data and Confidential Information from unauthorised access, alteration, disclosure or destruction
• Tashi will apply security practices consistent with industry standards, including system updates, monitoring, access controls and encryption of data in transit
• The Partner is responsible for the security of its accounts, login credentials and networks, and for handling any Customer Data it accesses in compliance with this Agreement and applicable laws
• If a confirmed data breach affects Customer Data, Tashi will notify the Partner promptly and provide information reasonably available to assist with legal or regulatory requirements
• The Partner agrees that all activities under this Agreement must comply with Tashi’s Privacy Policy, which forms part of this Agreement
• These obligations continue for five years after termination. Trade secrets must remain confidential without limit.

8. Term & Termination

This Agreement starts on acceptance by the Partner and continues until ended.

Either party may terminate:

• For convenience with thirty days’ written notice
• Immediately for breach, unlawful activity or unethical conduct

On termination:

• For the Referral Model, the Partner will continue to receive commissions on collected payments from existing Customers for up to thirty six months from their original signup date, provided they remain active and paying
• For the White Label Model, Customers may be transitioned to direct Tashi Customers at Tashi’s discretion
• Commissions stop immediately if termination is for cause due to breach, unlawful activity or unethical conduct

9. Limitation of Liability

Tashi’s total liability under this Agreement is limited to the total commissions paid in the six months before the claim. Neither party is responsible for indirect losses, such as lost profits, lost revenue or business disruption.

10. Governing Law & Dispute Resolution

This Agreement is governed by the laws of Victoria, Australia. The parties agree that disputes will be resolved in the courts of Victoria, except that Tashi may seek urgent injunctive relief in any jurisdiction where its rights may be affected.

11. Miscellaneous

• Entire Agreement This Agreement and any related agreed Proposal are the entire agreement between the parties.
• Amendments Must be in writing and agreed by both parties, or through updated terms with at least sixty days’ notice.
• Notices Must be sent in writing to the addresses specified in the Partner’s application or Order Form.
• Severability If any provision is invalid, the remainder remains in effect.
• No Waiver Failure to enforce any right does not mean the right is waived.

Acceptance

By joining the Tashi Partner Programme, the Partner confirms that they have read, understood and agreed to this Agreement.

Appendix A

Appendix A – Referral vs White Label Models