Operator & vendor terms

Preamble

These Operator & Vendor Terms and Conditions (the "Terms") are published by Arionez Technologies Private Limited, a company incorporated under the Companies Act, 2013 (the "Platform", operating the online marketplace under the brand name "Peakshor" at peakshor.in), and govern every operator, vendor or client (the "Operator") that lists activities on the Platform.

These Terms are incorporated by reference into, and form an integral part of, the signed Operator Onboarding Agreement executed between the Platform and each Operator. In case of conflict, these Terms prevail on all legal provisions, and the Onboarding Agreement prevails on the operator-specific commercial details it sets out (identity, activities listed, bank details, and any variation expressly agreed in writing).

• The Platform owns and operates an online technology marketplace under the brand Peakshor that enables end consumers ("Customers") to discover and book adventure, outdoor and recreational activities offered by independent third-party operators.
• The Operator is independently engaged in the business of organising, conducting and providing adventure and/or outdoor recreational activities, and represents that it possesses the requisite expertise, manpower, licenses, permits, insurance and infrastructure to conduct such activities safely and lawfully.
• The Operator wishes to list its activities on the Platform for discovery and online booking by Customers, and the Platform is willing to provide such listing, booking-facilitation and payment-collection-facilitation services, strictly on the terms set out herein.
• The Platform is solely a technology intermediary and online marketplace facilitator, and does not itself organise, conduct, supervise, control, guide or provide any activity. The Operator is, and at all times remains, the sole organiser and provider of the activities.

1. Definitions and interpretation

• Activity(ies) — any adventure, outdoor, recreational or allied activity, tour, trek, experience, or event organised, conducted and provided solely by the Operator, and listed for booking on the Platform.
• Booking — a confirmed reservation made by a Customer through the Platform for participation in an activity.
• Booking Amount — the total price payable by a Customer to avail an activity, as listed by the Operator, inclusive of Operator charges but exclusive of any Platform-levied convenience fee separately charged to the Customer.
• Commission — the fee, expressed as a percentage of the Booking Amount, payable by the Operator to the Platform, currently 0% (zero percent), subject to revision under section 6.2.
• Content — all text, descriptions, photographs, videos, pricing, itineraries, logos and other material provided by the Operator for listing purposes.
• Payout — the amount remitted by the Platform to the Operator for a booking, being the Booking Amount less Commission and applicable deductions.
• Services — the listing, online booking-facilitation, payment-collection-facilitation and related technology services provided by the Platform.

2. Appointment, scope and nature of arrangement

The Platform grants the Operator a non-exclusive, non-transferable, revocable right to list its activities on the Platform for discovery and booking by Customers.

The Platform is an online intermediary and technology facilitator only. It does not itself organise, conduct, own, control, supervise, guide, staff or in any manner provide the activities. The Platform's role is limited to listing the Operator's activities as submitted, providing online booking and payment-collection-facilitation technology, and such other Services expressly set out in these Terms.

Nothing in these Terms shall be construed as the Platform holding out, representing, warranting, endorsing or guaranteeing the quality, safety, legality, fitness or suitability of any activity or the Operator's ability to conduct the same. The Operator alone is responsible for the actual organisation and conduct of every activity booked through the Platform.

This appointment is non-exclusive. Nothing restricts the Operator from listing activities on other platforms or selling directly, save as expressly restricted under section 8 (Non-circumvention).

3. Operator's responsibilities, obligations and warranties

The Operator bears full, sole and exclusive responsibility for the safe, lawful and professional organisation and conduct of every activity. Without limiting the foregoing, the Operator shall, at its own cost, meet the obligations below.

• Licenses & permits — obtain, hold and keep valid all licenses, permits, registrations, NOCs and clearances required to lawfully organise and conduct each activity, and produce evidence to the Platform on request.
• Safety standards — comply with applicable safety norms, including the Ministry of Tourism's Adventure Tourism Guidelines (as amended) and any state-specific or activity-specific standards.
• Equipment — use only properly maintained, inspected, and where applicable certified safety equipment, with maintenance records kept for a minimum of 3 years.
• Trained personnel — engage only trained, competent and, where required, certified guides and staff, in adequate staff-to-participant ratios.
• Insurance — procure and maintain public liability insurance and personal accident/group insurance for Customers, at or above the minimums stated in the Operator's signed Onboarding Agreement, and furnish valid policy copies on request.
• Medical & emergency preparedness — maintain first-aid capability, a documented emergency-response and evacuation plan, and reasonable proximity to medical facilities.
• Participant screening & disclosure — independently conduct fitness/eligibility screening, provide safety briefings, and obtain, in its own name, all participant waivers and medical-disclosure forms.
• Accuracy of listings — ensure all Content, pricing, itinerary and safety-related information furnished is true, accurate and not misleading, and promptly update the Platform on any change.
• Compliance with law — comply with all applicable consumer-protection, environmental, forest, wildlife, coastal-regulation, labour and tax laws.
• Taxes — be solely responsible for its own tax compliance (GST, income tax, TDS as applicable).
• Incident reporting — report any accident, injury, death or safety incident to the Platform in writing within 24 hours, with a factual account and remedial steps taken.
• Cooperation — cooperate with the Platform, Customers, insurers and, where applicable, regulators or law enforcement in relation to any complaint or incident.
• Full and sole responsibility — as between the parties, the Operator bears full, sole and exclusive responsibility and liability for the conduct, safety, quality, legality and outcome of every activity, and for any injury, illness, death, loss or damage arising out of or in connection with an activity, howsoever caused — save to the extent directly and solely caused by the Platform's gross negligence or wilful misconduct in operating the booking or payment technology itself.
• The Operator warrants that these representations are true as of onboarding and shall remain true throughout, and that any material change (including expiry or cancellation of any license, permit or insurance) shall be notified to the Platform in writing within 3 days.

4. Platform's responsibilities

The Platform shall list the Operator's activities substantially as per the Content furnished; provide online booking and payment-collection-facilitation infrastructure; facilitate booking-related communication between Operator and Customers; provide dashboard access to bookings and payouts; and undertake reasonable, good-faith marketing efforts on a best-efforts basis, without any guarantee of bookings, revenue or ranking.

The Platform's obligations are limited to the technology and facilitation Services above. It does not verify, supervise, audit or guarantee the Operator's compliance with section 3, save that it may request supporting compliance documents (licenses, permits, insurance and the like) periodically and may suspend a listing under section 16.5 where reasonably warranted.

The Platform shall use reasonable efforts to maintain availability but does not warrant uninterrupted or error-free operation, and is not liable for booking loss from technical downtime, save as required by law.

5. Booking process and payments

Customers book and pay through the Platform's online payment gateway. The Platform collects the Booking Amount strictly as a limited payment-collection facilitator for the Operator, and does not thereby acquire title or beneficial interest in the Booking Amount beyond the Commission actually earned.

The Platform shall remit the Payout to the Operator's designated bank account on the payout cycle stated in the Operator's signed Onboarding Agreement, subject to deduction of Commission and any payment-gateway charges or statutory deductions.

The Operator shall furnish accurate, updated bank and KYC details. The Platform is not liable for delayed or failed payouts arising from incorrect details furnished by the Operator.

Where a booking is cancelled, rescheduled or refunded under section 7, the Payout shall be adjusted accordingly, and the Platform may recover any Commission paid out in error by set-off against future payouts.

6. Commission and fees

As of the effective date of these Terms, the Platform charges a Commission of 0% (zero percent) of the Booking Amount on all bookings. No listing or subscription fee is presently payable.

The Platform may revise the Commission rate and/or introduce new fees at its discretion, by giving the Operator not less than 30 days' prior written notice, by email to the Operator's registered email address. Revised terms take effect from the date specified in such notice.

If the Operator does not accept a revision, its sole remedy is to terminate under section 16.2 before the revision takes effect, without penalty. Continued listing or acceptance of bookings after the effective date of a revision constitutes acceptance of it.

Payment-gateway charges are borne as stated in the Operator's signed Onboarding Agreement. All amounts are exclusive of applicable GST.

7. Cancellation, rescheduling and refunds

The Operator shall define a clear cancellation, rescheduling and refund policy for each activity, for display to Customers at booking. Absent an Operator-specified policy, the Platform's published default policy applies.

The Platform shall process refunds through the payment gateway per the applicable policy and adjust the Operator's payout accordingly.

Where an activity is cancelled by the Operator (including for weather or safety reasons), the Operator shall ensure affected Customers receive a full refund or reschedule, and bears any resulting loss; the Platform has no liability for such cancellations.

8. Non-circumvention

The Operator shall not, directly or indirectly, solicit or accept a direct booking from a Customer introduced through the Platform, or otherwise induce a Customer to bypass the Platform to avoid Commission, for 12 months from the date such Customer was first introduced. This does not apply to a Customer with whom the Operator had a documented, pre-existing relationship.

On a proven breach, the Operator shall pay the Platform, as agreed genuine pre-estimated liquidated damages, an amount equal to 3 times the Commission that would have been payable, without prejudice to the Platform's other rights, including termination under section 16.3.

9. Intellectual property

The Operator grants the Platform a non-exclusive, royalty-free, worldwide licence, for the term and a reasonable wind-down period, to use the Operator's name, marks, photographs, videos and Content solely to list the activities and for the Platform's related marketing.

The Operator warrants it owns or holds all necessary rights in the Content supplied, that it does not infringe any third party's rights, and shall indemnify the Platform against any breach of this warranty.

All intellectual property in the Platform, including the Peakshor mark, software and design, remains the Platform's sole property. No rights are granted to the Operator except a limited, revocable licence to use the vendor dashboard.

10. Confidentiality

"Confidential Information" means non-public information disclosed by either party in connection with these Terms, excluding information that is public, already lawfully known, or independently developed.

Each party shall keep the other's Confidential Information confidential, use it solely for the purposes of these Terms, and not disclose it except on a need-to-know basis or as required by law. This obligation survives termination for 3 years.

11. Data protection

Each party shall comply with applicable data-protection law, including the Digital Personal Data Protection Act, 2023, in relation to personal data processed under these Terms.

The Operator shall use Customer personal data solely to fulfil the specific booking, and shall not use it for independent marketing or share it with any third party without the Customer's separate, informed consent.

The Operator shall implement reasonable security safeguards for Customer personal data, and notify the Platform within 48 hours of any actual or suspected data breach concerning such data.

12. Relationship of the parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, franchise, agency (save the limited payment-collection facilitation in section 5.1) or employer-employee relationship.

Neither party may bind the other or make representations on its behalf, save as expressly authorised in these Terms. The Operator's staff are not employees or agents of the Platform.

13. Representations and warranties

The Operator represents and warrants that it is duly organised and has full authority to be bound by these Terms; holds and shall maintain all licenses, permits and insurance referred to in section 3; has furnished information that is true and not misleading; is not subject to any conviction or disqualification affecting its fitness to conduct activities involving public safety; and is not insolvent or under liquidation.

The Platform represents that it is duly organised and shall operate the Platform's technology with reasonable skill and care.

14. Indemnification

The Operator shall indemnify, defend and hold harmless the Platform, its directors, officers and employees from all claims, liabilities, damages and costs (including legal fees) arising out of the organisation or conduct of any activity, including injury, death or property damage to any Customer or third party; breach of these Terms or applicable law by the Operator; inaccurate or misleading Content or information; infringement of third-party rights by the Operator's Content; and breach of section 8 or section 11.

The Platform shall indemnify the Operator against claims arising solely and directly from the Platform's gross negligence or wilful misconduct in operating the booking or payment technology, or its material breach of these Terms, to the extent not caused or contributed to by the Operator.

The indemnified party shall promptly notify the indemnifying party of a claim, permit it to control defence/settlement (subject to consent for any admission of fault), and provide reasonable cooperation at the indemnifying party's cost.

15. Limitation of liability

Subject to the carve-outs below, the Platform's aggregate liability under these Terms shall not exceed the total Commission actually earned from the Operator's bookings in the 6 months preceding the claim, and neither party is liable for indirect, incidental, consequential or punitive damages, or loss of profits, revenue or goodwill.

Nothing limits either party's liability for fraud, gross negligence, wilful misconduct, death or personal injury caused by proven negligence, or any liability that cannot be limited under law. This section does not limit the Operator's obligations under section 3 and section 14.1, which reflect the Operator's unlimited responsibility for the safe conduct of its own activities.

16. Term and termination

The Operator's relationship with the Platform commences on the date its Onboarding Agreement is executed and continues until terminated under this section. Either party may terminate for convenience on 30 days' prior written notice.

Either party may terminate with immediate effect if the other commits a material breach not remedied within 15 days of written notice, or becomes insolvent or subject to winding-up; or, for the Operator, if it loses any license, permit or insurance material to safe conduct of its activities, or engages in conduct endangering Customer safety or that is unlawful.

On termination: the Operator shall honour confirmed bookings falling within 30 days of termination, or arrange a full refund; no new bookings are accepted from the effective date; each party returns or destroys the other's Confidential Information on request; and sections 8, 9.3, 10, 11, 14, 15, 18, 19 and 20 survive termination.

The Platform may immediately suspend an Operator's listing pending investigation where it receives a credible safety complaint, becomes aware of an incident, or reasonably believes continued listing poses a risk to Customer safety, and shall inform the Operator of the reasons as soon as reasonably practicable.

17. Force majeure

Neither party is liable for failure or delay (other than payment obligations) caused by a force majeure event beyond its reasonable control — natural disaster, fire, flood, epidemic/pandemic, war, terrorism, riot, strike or governmental order — excluding events caused by the affected party's financial hardship.

The affected party shall promptly notify the other and mitigate effects. If the event continues beyond 60 consecutive days, either party may terminate without liability other than accrued payment obligations.

18. Governing law and dispute resolution

These Terms are governed by the laws of India. The parties shall first attempt good-faith negotiation between senior representatives within 30 days of a written notice of dispute.

Unresolved disputes shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator mutually appointed (or, failing agreement within 15 days, appointed under the Act). The seat and venue shall be Bengaluru, Karnataka, and the language shall be English. The award shall be final and binding.

Either party may seek urgent interim relief from a court of competent jurisdiction; the courts at Bengaluru, Karnataka have exclusive jurisdiction for such relief.

19. Notices

Notices shall be in writing, by email (with acknowledgement) or registered post/courier, to the address on record. A notice is deemed received: by email, the next business day unless a delivery-failure notice is received; by post/courier, 3 business days after dispatch.

20. Miscellaneous

• Entire agreement — these Terms, together with the Operator's Onboarding Agreement, constitute the entire agreement and supersede prior discussions.
• Amendment — save for commercial revisions under section 6.2, no amendment is effective unless in writing and agreed by both parties.
• Severability — if any provision is held invalid, the remaining provisions continue in force, and the parties shall negotiate a replacement of similar effect.
• Waiver — no delay in exercising a right operates as a waiver of it.
• Assignment — the Operator may not assign or sub-contract its rights without the Platform's prior written consent. The Platform may assign to an affiliate or business successor on notice to the Operator.
• No third-party beneficiaries — these Terms confer no rights on any person who is not a party, save as required by law.
• Electronic execution — agreements referencing these Terms may be executed electronically, valid under the Information Technology Act, 2000.
• Language — these Terms are in English, which governs their interpretation.

21. Contact

Questions about these Terms? Reach us at hello@peakshor.in.