Last updated: 2026-05-10 · v1

Supplier Agreement

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

This Supplier Agreement governs the relationship between GRANDROUTES GLOBAL PTE. LTD. ("Gvoya") and the cruise line, expedition operator, yacht operator, river-cruise company, or other authorized travel-experience provider ("Supplier") that registers on supplier.gvoya.com (or via Gvoya direct onboarding) to offer voyages through the Gvoya AI voyage concierge platform (the "Service"). By accepting this Agreement (registration_checkbox sign with hash-chained evidence) Supplier and Gvoya enter into a binding commercial relationship for the distribution of Supplier's voyages.

1. Eligibility

Supplier represents and warrants that it:

a. Is a duly registered legal entity in good standing; b. Holds all licenses, registrations, classifications, and certifications required to operate the voyages it offers, including but not limited to:

• International Maritime Organization (IMO) numbers and classification-society certificates for vessels
• Flag-state registration and Safety Management Certificate
• SOLAS / Polar Code compliance for relevant operations
• IATA / CLIA / ABTA / IAATO / AECO membership where applicable
• Tour-operator licenses required by jurisdictions of operation
• Commercial general liability and passenger liability insurance with adequate per-passenger limits (minimum USD 50 million combined for ocean cruise; USD 100 million for polar operations); c. Operates in compliance with all applicable safety, environmental, labor, and consumer-protection laws; d. Is not subject to sanctions screening hits (OFAC SDN, UN Consolidated, EU SDN, UK HMT, PRC MOFCOM); Gvoya screens at registration and monthly thereafter; e. Has authority through the natural person executing this Agreement to bind the entity.

2. Distribution Grant

Subject to compliance, Supplier grants Gvoya a non-exclusive, royalty-free, worldwide, sublicensable license to:

a. Display Supplier's voyages, ships, itineraries, cabin types, pricing, and availability on Gvoya properties (web, mobile, AI Concierge conversations, B2B partner portal); b. Translate Supplier-provided content into the 24 supported languages of the Service using AI-assisted translation with locked legal terminology; c. Use Supplier-provided photography, video, and brand assets in accordance with the Supplier Content License; d. Make voyages available to end consumers and to authorized B2B Partners and corporate accounts.

The license is co-terminus with this Agreement.

3. Inventory and Pricing

3.1 Synchronization

Supplier shall provide Gvoya with up-to-date inventory and pricing via:

a. API integration — preferred where Supplier offers a partner API (e.g., Salesforce-Kaptio MuleSoft REST, Oceanwide JSON Feed, Sanity CMS public reads). Gvoya supports dataSourceMode = api with documented sync schedule. b. Crawler integration — where API is unavailable, Gvoya crawls Supplier's authorized partner portal or public website at agreed frequencies. Supplier authorizes such crawling for the limited purpose of inventory display. c. Manual feed — CSV/JSON drop where neither of the above is available.

Supplier shall update inventory within twenty-four (24) hours of any material change (price, availability, itinerary). Gvoya is not liable for losses arising from Supplier's failure to update.

3.2 Pricing Parity

Supplier shall offer Gvoya rates no less favorable than:

a. Rates offered to Supplier's own direct booking channel for the same room/voyage/dates; b. Rates offered to comparable wholesale or distribution partners with similar volume; c. Rates offered to consumer-facing aggregators of equivalent or larger reach.

Supplier may run targeted promotions (registered VIP, group, agent-only) without parity issue.

3.3 Currency

Inventory may be supplied in any reasonable currency. Gvoya converts at its daily wholesale rate for end-customer display; Supplier is settled in the currency of the Supplier's choice (typically USD or EUR).

4. Booking Process

When a booking is confirmed by an end consumer or Partner on Gvoya:

1. Gvoya transmits the booking to Supplier within five (5) seconds via API or within fifteen (15) minutes via fallback channel;
2. Supplier confirms or rejects within twenty-four (24) hours (forty-eight (48) hours acceptable for legacy systems);
3. Supplier issues a confirmation reference;
4. Gvoya forwards to the end consumer/Partner;
5. Supplier processes balance payment per booking schedule.

Supplier shall not contact Gvoya end consumers directly except for:

• Booking confirmation and pre-departure communication
• Operational instructions (boarding, biosecurity, gear lists)
• Post-voyage feedback as authorized by the consumer at booking
• Resolution of issues escalated by the consumer

Supplier shall not market its own brand to Gvoya consumers without Gvoya's prior written authorization (which is generally granted for transactional and operational communications).

5. Commercial Terms

5.1 Commission

Gvoya operates as Supplier's distribution partner; Supplier pays a commission to Gvoya on confirmed and travelled bookings. The applicable commission rate, calculation basis (net or gross of taxes / port fees), and any volume-based or seasonal adjustments are governed by either (a) the rate configured for Supplier in the Supplier Portal at supplier.gvoya.com at the time of each booking, or (b) where an offline written agreement exists between the parties, the terms of that signed agreement. Where both exist, the offline signed agreement prevails to the extent of any conflict.

The configured rate is recorded against each booking at the moment of confirmation and reflected in the periodic settlement statement. Either party may, in accordance with the offline agreement (if any) or with reasonable notice through the Supplier Portal, propose a change to the configured rate; agreed changes take effect prospectively from the next confirmed booking and do not affect bookings already confirmed at the prior rate.

This Agreement does not, by itself, set or display any specific commission percentage. Specific rates are commercially negotiated between the parties and held privately in the Supplier Portal or the offline agreement.

5.2 Settlement

Supplier remits commission on the cadence set in the Supplier Portal configuration or the offline signed agreement (typically within thirty (30) days of voyage departure, T+30), along with a commission statement matching Gvoya's settlement report for the same period. Gvoya reserves the right to set off commissions against any outstanding balance owed by Supplier.

5.3 Cancellations and clawbacks

If a booking is cancelled or refunded after Gvoya has paid out related Partner commissions, Supplier shall return the proportional commission to Gvoya within thirty (30) days of refund issuance, in accordance with the rate that applied to the original booking.

6. Marketing & Co-Branding

Supplier may co-market with Gvoya brand assets within the Supplier Content License and Brand Guidelines:

a. No SEO bidding on the keyword "Gvoya" or close variants; b. No misrepresentation of Supplier's status (e.g., "Gvoya partner" is permitted; "Gvoya operates this voyage" is not); c. Co-branded campaigns require prior written approval.

7. Data Protection

Supplier processes end-consumer Personal Data as an independent controller for the carriage and operational fulfillment of the booking. The Supplier Data Processing Agreement details:

• The categories of data Gvoya transmits to Supplier
• Standard Contractual Clauses (where required) for cross-border transfer
• Supplier's obligations to implement appropriate security
• Breach-notification timelines
• Sub-processor restrictions

Supplier shall not use end-consumer Personal Data for unrelated marketing without independently obtaining the consumer's consent through Supplier's own channel.

8. Quality Standards

Supplier shall:

a. Maintain the safety standards and certifications represented at onboarding; b. Operate with truthfulness in marketing — itinerary descriptions, cabin photography, vessel deck plans, and amenities lists displayed on Gvoya must accurately reflect actual delivery; c. Promptly notify Gvoya of any material change in vessels, itinerary, or operational status that could affect bookings; d. Maintain a customer-satisfaction rating reasonable for the category; e. Respond to consumer complaints forwarded by Gvoya within seven (7) business days.

Failure to maintain quality standards may result in tier downgrade, suspension of new bookings, or termination.

9. Compliance and Sanctions

Supplier shall comply with all applicable laws including:

• Anti-bribery (FCPA, UK Bribery Act, PRC Anti-Unfair Competition Law)
• Anti-modern-slavery (UK Modern Slavery Act 2015, Australian Modern Slavery Act 2018)
• Maritime safety (SOLAS, MARPOL, Polar Code)
• Environmental (IAATO Antarctic protocols, AECO Arctic protocols, IMO sulfur cap, MARPOL Annex VI)
• Sanctions and embargoes (US OFAC, EU, UK, UN, China MOFCOM)

Supplier acknowledges Gvoya conducts ongoing sanctions screening and risk-rating (5-factor weighted: KYC, qualifications, sanction screen, performance, contract status). A material drop in score or a sanctions hit triggers suspension pending review.

10. Confidentiality

Each party shall protect the other's Confidential Information (commercial pricing, AI prompts and outputs, end-consumer data, system architecture) for the duration of this Agreement and three (3) years thereafter.

11. Intellectual Property

Each party retains all right, title, and interest in its pre-existing IP. Supplier grants Gvoya the Supplier Content License for content provided under this Agreement. Gvoya retains all rights in the platform, AI prompts, training data, and brand assets.

Gvoya does not use raw Supplier content (photography, descriptions) to train AI models without Supplier's prior written consent. AI Concierge recommendations may reference Supplier's voyages but are based on metadata and matching algorithms, not direct copy of Supplier's marketing copy.

12. Indemnification

Supplier shall indemnify Gvoya against any claim arising from:

• Operational failures of the voyage (including injury, death, illness, environmental damage)
• Supplier's misrepresentation in inventory or marketing
• Supplier's breach of applicable law
• Third-party IP claims arising from Supplier-provided content

Gvoya shall indemnify Supplier against claims arising from Gvoya's own gross negligence, willful misconduct, or unauthorized use of Supplier's content.

13. Limitation of Liability

Aggregate liability of either party under this Agreement is capped at the greater of (a) commissions paid in the preceding twelve months, or (b) USD 250,000 — except for: confidentiality breach, indemnification, IP infringement, and gross negligence / willful misconduct, where caps do not apply. Statutory consumer-liability and personal-injury liability cannot be limited.

14. Term and Termination

Initial term twenty-four (24) months, auto-renewing for twelve-month periods unless either party gives ninety (90) days' written notice of non-renewal. Immediate termination for material breach not cured within thirty (30) days, insolvency, sanctions hit, or material reputational damage. On termination:

• Open bookings are honored to completion at agreed terms
• Outstanding commissions remain due
• Supplier content is removed from the Service within thirty (30) days
• Each party returns or destroys Confidential Information
• Cross-border transfer protections in the Supplier DPA survive

15. Governing Law and Disputes

Singapore law governs. Disputes resolved by SIAC arbitration in Singapore (English-language sole arbitrator). Each party retains the right to seek interim relief in any court of competent jurisdiction.

16. Notices

• Gvoya: legal@gvoya.com (cc: dpo@gvoya.com)
• Supplier: as registered on the Supplier Portal

17. Acknowledgment

By accepting at registration, Supplier confirms it has read, understood, and binds the entity to this Agreement; consents to the creation of LegalContract + LegalContractSignature records with content hash, IP/24, and user-agent for compliance evidence; and authorizes monthly sanctions screening and weekly risk-rating.

GRANDROUTES GLOBAL PTE. LTD. | Supplier success: suppliers@gvoya.com | Legal: legal@gvoya.com