SUPPLIER TERMS AND CONDITIONS

This Agreement is made between you, the supplier or host (hereafter known as "Supplier"), and BeMyGuest Pte. Ltd. (hereafter known as "BeMyGuest") a company incorporated in Singapore with its place of business at #03-01, Centropod, 80 Changi Rd, Singapore 419715. Company Registration Number: 201205177M.

INTRODUCTION:

BeMyGuest is in the business of providing marketing services for tours, activities, packages as well as events on its managed channels, which includes but is not limited to BeMyGuest's website www.bemyguest.com.sg, mobile apps, affiliate networks, distribution partners (such as other Online Travel Agencies, Hotel Websites, Airline Websites) and other marketing channels, both online and offline (collectively the "Marketing Channels").

The Supplier agrees to appoint BeMyGuest as its sales agent to market its products and services (hereafter the "Products") on the Marketing Channels upon the terms and conditions of this Agreement.

GENERAL TERMS AND CONDITIONS:

Appointment

1. Supplier hereby appoints BeMyGuest as its non-exclusive sales agent to market, promote, distribute and facilitate the sale of the Products on the Marketing Channels with effect from Monday 26th of June 2017 ("Commencement Date").

Products

2. All products listed or intended to be listed on the Marketing Channels are subject to BeMyGuest's verification program. Supplier grants BeMyGuest the right to conduct, at its own cost, an audit on the Products that it intends to list or is already listed on the Marketing Channels to ensure that the Products are of an acceptable quality. BeMyGuest shall have the right, at any time during business hours and with reasonable prior notice, to conduct an inspection of the Products. Where a Product is found to be of unacceptable quality, BeMyGuest shall have the right to deny the listing of or remove the listing from the Marketing Channels. All Products that have satisfied the verification program will have a verification stamp displayed against it in the Marketing Channels.

3. Supplier shall offer its best available rates for the Products so as to allow BeMyGuest to offer a commercially competitive price for the Products on the Marketing Channels. Suppliers shall provide the rates on a Nett or Rack pricing model through their online account.

4. Supplier agrees to keep all information relating to the Products, including but not limited to prices, description, photographs, inventory, etc., up to date on the Marketing Channels after the uploading of a Product listing has been done. A log-in username as well as password will be forwarded to Supplier from BeMyGuest to facilitate these updates. If a booking has been made by a guest based on any price for the Products previously published on the Marketing Channels, Supplier agrees to honour the prices last published on the Marketing Channels.

5. BeMyGuest reserves the right to edit or remove any and all of Supplier's listings if deemed necessary by BeMyGuest for compliance with its listing standards.

6. Supplier grants BeMyGuest the right to package any of the Products with other products as part of its marketing campaigns and promotions.

Bookings

7. Guests may book any of the Products through any of the Marketing Channels. BeMyGuest will handle the receipt of monies from guests for such bookings. The Supplier shall carry out his role in accepting or rejecting the bookings within 24 hours of receipt of such bookings, maintaining the Product calendar and availability through his account, responding promptly to guest queries and requests, and providing quality services (accommodation, activities, packages and events) as described in the Product listing. BeMyGuest will transfer monies for bookings to Supplier in accordance with the payment arrangements in this Agreement.

8. BeMyGuest shall transfer all monies received for bookings made prior to the date of termination of this Agreement to Supplier. If the guests made partial payment, BeMyGuest shall inform Supplier of the same and thereafter Supplier shall be responsible for collecting the balance of the payment directly from the guests. Supplier agrees that BeMyGuest shall have no liability for such bookings after it has handed over monies received prior to the date of termination to Supplier.

Mark Up

9. BeMyGuest will be paid 20% markup on all bookings for Products placed by guests through the Marketing Channels during the term of this Agreement.

Term

10. This Agreement shall commence on the Commencement Date written above and shall remain in full force for an initial term of 12 months and, unless BeMyGuest gives not less than 30 days written notice of termination prior to the expiry of the initial term, this Agreement shall be automatically renewed thereafter for successive periods of 12 months. Either party may at any time during a renewal term give to the other party not less than 30 days prior written notice of termination.

Payments to Supplier

11. BeMyGuest shall make all payments for Product bookings to Supplier according to the exchange rates of BeMyGuest's bank on the day of payment to Supplier. All such payments may be subject to relevant bank transfer charges, which are payable in accordance with Clause 12.

12. Each party shall bear its own bank charges incurred in connection with any international bank transfers.

13. The remuneration payable to Supplier for Product bookings is calculated based on the net amount invoiced to the guests (inclusive of ancillary and additional services or the like) for the Product.

14. Supplier is required to submit an invoice in a form satisfactory to BeMyGuest in order for BeMyGuest to be able to process payments for the bookings. No payment will be processed unless an invoice has been received.

15. BeMyGuest will make all payments by bank transfer to the bank account or PayPal account of Supplier. Supplier will provide and maintain all payment details up to date within its online account.

16. BeMyGuest will process all payments to Suppliers on a fortnightly basis.

Cancellation of Bookings

17. Supplier will be free to determine its own cancellation policy for its online account. Customers will be bound by this cancellation policy as part of the booking process.

18. BeMyGuest will handle the refund directly with the Customer. Notwithstanding any cancellation of booking, BeMyGuest shall nevertheless be entitled to its mark up in respect of the cancelled booking.

19. If Supplier withdraws or terminates a Product, Supplier will immediately notify BeMyGuest of the withdrawal or termination and the reason for the withdrawal or termination. BeMyGuest will then notify the Customer that the Product has been withdrawn or terminated and will arrange to refund the full payment of the booking to the Customer. BeMyGuest will invoice Supplier for the costs of the refund inclusive of all bank and administrative charges. BeMyGuest reserves the right to amend or suspend Supplier's listing or account if Supplier does not provide acceptable reasons for the cancellation.

Intellectual Property

20. Supplier acknowledges that BeMyGuest owns all right, title and interest in all intellectual property rights, including all trade names, logos, trade marks and service marks, and any content, data, software, technology, tools or business methods used by BeMyGuest to develop, promote, market, sell, and distribute the Products on the Marketing Channels (collectively the "BeMyGuest Intellectual Property"). Nothing in this Agreement shall be deemed or construed as a transfer or licence of any BeMyGuest Intellectual Property to Supplier.

21. Supplier grants to BeMyGuest a non-exclusive, perpetual, irrevocable, worldwide, royalty-free licence to use, reproduce, display, distribute or transmit Supplier's name, trade name, logo and any trade marks ("Supplier's Marks") and any photographs, videos, graphics, text and other content provided by Supplier (collectively, with the Supplier Marks, referred to as the "Supplier's Content") in connection with the promotion, marketing, sale, and distribution of the Products on the Marketing Channels.

Confidentiality

22. The terms contained in this Agreement, all information relating to rates, commissions, mark-ups and payment details, and all information of a secret, confidential or proprietary nature concerning the business or affairs of BeMyGuest are strictly confidential and must not be disclosed by Supplier to third parties.

23. In the event of termination of this Agreement for whatever reason, Clause 22 shall survive the termination of this Agreement.

Representations and Warranties

24. Supplier represents and warrants throughout the term of this Agreement that: (a) it has the power and authority to enter into this Agreement; (b) it is authorised to market the Products to the public; (c) the Products will comply with all relevant laws or regulations; (d) Supplier owns all right, title and interest in the Supplier's Content; and (e) Supplier has the right to grant the licenses in the Supplier's Content stated in this Agreement.

Indemnity

25. Supplier agrees to defend, indemnify and hold BeMyGuest, including its officers, directors, agents and employees, harmless from and against any loss, cost, liabilities and expenses (including reasonable attorney's fees) that BeMyGuest may incur as a result of: (a) any breach by Supplier of this Agreement or the representation and warranties made by Supplier in connection with this Agreement; (b) any claims arising out of or relating to the Products, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages; (c) any claim by any governmental or regulatory authority relating to the Products; (d) any materials or information furnished by Supplier to BeMyGuest; (e) any form of intellectual property infringement through use of the Supplier's Content; and (f) compliance with any laws or regulations specifically applicable to the Products.

Limitation of Liability

26. BeMyGuest is only responsible for marketing, promoting, distributing and facilitating the sale of the Products on the Marketing Channels. As such, BeMyGuest cannot and shall not be held responsible or liable for any of acts, omissions or defaults, whether negligent or otherwise, of Supplier or for any accident, personal injury, death, damage or loss suffered or incurred by a guests in respect of a Product purchased through any of the Marketing Channels. The indemnify given by Supplier in Clause 23 above shall apply to any claims, proceedings, action, damage, loss, costs and expenses suffered or incurred by BeMyGuest in respect of any of the foregoing matters.

27. Notwithstanding anything to the contrary elsewhere contained in this Agreement, neither party shall be liable to the other party under this Agreement for any loss of profit, business, contracts, revenues, or anticipated savings or for any special, indirect or consequential loss or damage of any nature whatsoever arising and whether caused by tort (including negligence), breach of contract, strict product liability, breach of statutory duty or otherwise.

General

28. The parties are independent contractors. Nothing in this Agreement shall be construed to create an employment, joint venture, partnership, franchise or agency relationship between the parties.

29. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, arrangements, representations, and understandings whether in writing or made orally between the parties relating to the subject matter hereof. This Agreement shall not be amended, modified, supplemented, or varied except by a further written agreement signed by the parties.

30. Supplier may not assign or transfer its rights and obligations under this Agreement without BeMyGuest's prior written consent. BeMyGuest may at its absolute discretion assign, transfer or otherwise deal with all or any part of its rights and obligations under this Agreement without the prior consent of Supplier.

Governing Law and Dispute Resolution

31. This Agreement shall be governed by and construed in accordance with the laws of Singapore. The parties hereby submit to the exclusive jurisdiction of the courts of Singapore in relation to any dispute or claim arising out of or in connection with this Agreement.