Last updated: 2026-05-10 · v1

Partner Agreement

Effective Date: 2026-05-11 Last Updated: 2026-05-11 Version: 1.0

This Partner Agreement governs the relationship between GRANDROUTES GLOBAL PTE. LTD. ("Gvoya") and the legal entity registering as a partner ("Partner") on the Gvoya partner portal at b2b.gvoya.com (the "Partner Portal"). By registering and accepting this Agreement (registration_checkbox sign with hash-chained evidence), Partner enters a binding commercial relationship with Gvoya for the distribution and resale of voyage products available through the Gvoya AI voyage concierge.

1. Eligibility

Partner represents and warrants that it is:

a. A duly registered legal entity in good standing in its jurisdiction of incorporation; b. Holding all required licenses and accreditations to operate as a travel agency, individual travel consultant, or qualifying organization (e.g., IATA accreditation for IATA member, valid travel-business license under the Tourism Law of the People's Republic of China for Chinese agents, or equivalent in other jurisdictions); c. Authorized by the natural person executing this Agreement on Partner's behalf to bind the entity; d. Not subject to any sanction, embargo, debarment, or sanctions screening hit (Gvoya screens against OFAC SDN, UN Consolidated, EU SDN, UK HMT, and PRC MOFCOM lists at registration and monthly thereafter).

Three Partner categories are recognized:

  • Travel Agency — licensed company; submits IATA/CLIA/ABTA/business license at onboarding
  • Individual Agent — consultant, KOL, freelancer with verifiable social proof
  • Organization — club, association, or corporate group operating as travel buyer

2. Grant of Access and Brand License

Subject to Partner's continuing compliance, Gvoya grants Partner a non-exclusive, non-transferable, revocable license to:

a. Access the Partner Portal during the term of this Agreement; b. Use Gvoya's brand assets ("Gvoya", the Gvoya logo, "The World's AI Voyage Concierge", "Tell Us Your Dream. AI Does the Rest.") solely to promote bookings made through the Service in accordance with the Brand Guidelines (provided separately); and c. Receive AI-assisted dashboard tools (voyage matching, client preference analysis, draft email templates, briefings).

Partner shall not sub-license, frame, scrape, or repackage Gvoya inventory or AI outputs without prior written consent.

3. Bookings on Behalf of Clients

Partner books on behalf of its end clients ("Clients"). Partner is the consumer-facing party for the Client; Gvoya remains the booking intermediary to the Supplier. Partner shall:

a. Obtain valid consents from Clients to disclose Client personal data to Gvoya for the purpose of fulfilling the booking (including passport details, contact details, and special requirements); b. Provide accurate Client information; Partner is solely responsible for typographical errors that result in re-fares, name-change fees, or visa rejections; c. Forward Client questions about the Service or the Supplier to Gvoya support promptly; d. Maintain a written record of each Client consent for at least seven (7) years and provide it to Gvoya within ten (10) business days on request.

4. Commission

Gvoya pays Partner a commission on confirmed and travelled bookings at the rate configured for Partner on the platform at the time of each booking. The applicable rate is displayed in Partner's dashboard at b2b.gvoya.com, recorded against each booking at the moment of confirmation, and reflected in the monthly settlement statement. Gvoya may, in its sole discretion, adjust the configured rate from time to time; any change takes effect prospectively from the next confirmed booking and does not affect bookings already confirmed at the prior rate.

Commission is calculated on the net rate (Supplier rate after discounts, before taxes and port fees), exclusive of:

  • Travel insurance commissions (none paid)
  • Optional shore excursion / ancillary commissions (Supplier-specific; passed through where the Supplier remits)
  • Pre-/post-cruise add-ons booked separately

4.1 Settlement

Commissions are settled monthly in arrears. The settlement period is calendar-month; payment is made on or before the last business day of T+30 (i.e., commissions earned in March are paid by the last business day of April), provided that:

  • The voyage has departed and is not subject to refund or cancellation
  • No charge-back, dispute, or fraud-flag is open against the booking
  • Partner has provided a valid VAT/GST tax invoice (where Partner's jurisdiction requires)

4.2 Refunds and Clawbacks

If a booking is cancelled or refunded after commission has been paid, Gvoya may set off the corresponding commission against future settlements or, if there is no future activity within sixty (60) days, invoice Partner for the clawback amount.

5. Marketing & Co-Branding

Partner may co-brand its outreach with Gvoya brand assets, subject to:

a. The Brand Guidelines: typography (DengXian / Helvetica Neue), color palette, logo clear-space, tagline usage, and required disclaimer "Booking facilitated by Gvoya — Tell Us Your Dream. AI Does the Rest."; b. No unauthorized SEO bidding on the keyword "Gvoya" or close variants in any market; c. No misrepresentation: Partner shall never imply ownership of, employment by, or exclusive distribution rights to Gvoya; d. Pre-approval for any printed or broadcast advertising that uses Gvoya brand assets.

Violations may result in immediate suspension and clawback of unpaid commissions.

6. Confidentiality

During and for three (3) years after termination, neither party shall disclose the other's Confidential Information (defined as non-public information including pricing, AI prompts and outputs, Supplier inventory, Client lists, and the contents of this Agreement). The exceptions in standard confidentiality clauses (publicly known, independently developed, required by law) apply.

7. Data Protection (Joint and Independent Capacities)

Where Gvoya processes Client data on Partner's behalf to fulfill the booking, Gvoya acts as Partner's processor for that data; the Data Processing Agreement governs that processing. Where Gvoya independently determines purposes (e.g., AI training on de-identified aggregates, fraud detection on Gvoya account), Gvoya acts as independent controller. Partner remains responsible for the lawful basis it relies on toward its Clients (consent, contractual necessity, or legitimate interests under GDPR Art. 6(1) and analogous PIPL/PDPA/CCPA bases).

8. Compliance and Sanctions Screening

Partner agrees that Gvoya shall conduct ongoing sanctions screening against OFAC SDN, UN Consolidated, EU SDN, UK HMT, and PRC MOFCOM lists. A confirmed hit results in immediate suspension pending review. Partner certifies that it does not engage in or facilitate human trafficking, child sexual exploitation, or any unlawful activity.

9. Anti-Bribery and Anti-Corruption

Partner shall comply with the US Foreign Corrupt Practices Act (FCPA), the UK Bribery Act 2010, the PRC Anti-Unfair Competition Law (Articles 7-8), and Singapore's Prevention of Corruption Act. Partner shall not offer, give, or accept any bribe, kickback, or improper inducement in connection with this Agreement.

10. Audits

Gvoya may, on no less than thirty (30) days' written notice and no more than once per calendar year (more often only on reasonable suspicion), audit Partner's records relating to bookings, Client consents, and use of brand assets. Partner shall cooperate in good faith.

11. Term and Termination

This Agreement begins on the date Partner accepts and continues for an initial term of twenty-four (24) months, automatically renewing for successive twelve-month periods unless either party gives ninety (90) days' written notice of non-renewal. Either party may terminate immediately for:

  • Material breach not cured within thirty (30) days of written notice
  • Insolvency, bankruptcy, or assignment for the benefit of creditors
  • Sanctions hit, fraud, or material reputational damage

Termination does not extinguish accrued commission entitlements except where the breach gave rise to such commissions.

12. Indemnification

Partner shall indemnify Gvoya against any claim, liability, fine, damage, cost, or expense (including reasonable legal fees) arising from:

  • Partner's misrepresentation to Clients
  • Partner's breach of this Agreement, the Brand Guidelines, or applicable law
  • Inaccurate data Partner provided about a Client (e.g., incorrect passport, wrong nationality)

Gvoya shall indemnify Partner against any claim arising from Gvoya's own gross negligence or willful misconduct in operating the Service.

13. Limitation of Liability

Aggregate liability of either party under this Agreement is capped at the greater of (a) the total commissions paid in the preceding twelve months, or (b) USD 50,000. Liability for confidentiality breach, indemnification, and IP infringement is not capped. Gvoya's general consumer-side limit in Terms §10 applies to Client claims that flow through Gvoya.

14. Governing Law and Disputes

This Agreement is governed by Singapore law. Disputes are resolved by SIAC arbitration in Singapore (English-language sole arbitrator) per Terms §15. Each party retains the right to seek interim relief (injunction, asset preservation) in any court of competent jurisdiction.

15. Notices

Formal notices must be delivered to:

16. Acknowledgment

By ticking the "Partner Agreement" checkbox at registration on b2b.gvoya.com or localhost:3002/register (as applicable), Partner:

  • Confirms it has read and understood this Agreement;
  • Consents to a LegalContract record being created with content hash, IP/24, and user-agent for compliance evidence;
  • Authorizes monthly sanctions screening, ongoing risk-rating, and the use of de-identified Partner activity for service improvement.

GRANDROUTES GLOBAL PTE. LTD. | Partner support: partners@gvoya.com | Legal: legal@gvoya.com