B2B Partner Terms

01Contracting Relationship

These B2B Partner Terms apply to any travel trade partner who contracts with Asia Travel Mates Corp — including travel agencies, tour operators, overseas partners, wholesalers, travel advisors and corporate partners.

1.1 Roles

• Asia Travel Mates Corp acts as a Destination Management Company (DMC) and local partner, providing ground services, guiding, transport, accommodation coordination, experiences and journey design on the ground in Vietnam, Laos and Cambodia.
• The Partner acts as the principal facing the end client. The Partner sells, promotes or arranges the journey to the client and is responsible for its relationship with the client.
• The end client contracts with the Partner — not with Asia Travel Mates Corp. Unless otherwise agreed in writing, the end client has no direct contractual relationship with us.

1.2 Scope of Services

The Company provides the services specified in each confirmed booking. These typically include (as applicable):

• Accommodation arrangement;
• Private and shared ground transport;
• Guiding services in one or more languages;
• Entrance fees to sites, activities and experiences;
• Meals as indicated in the confirmed itinerary;
• Cruise, boat and rail components as specified;
• On-the-ground support and journey management.

1.3 Partner Agreement

These Terms operate alongside any signed Partner Agreement between the Company and the Partner. Where the two conflict, the signed Partner Agreement prevails for that partnership. Where the Partner Agreement is silent, these Terms apply.

1.4 Onboarding

Before the first booking, the Partner will be asked to provide standard business information, including legal company name, business registration, contact persons, and any applicable licence or accreditation. We may also request references from existing trade partners.

02Rates

Net rates are agreed in writing between Asia Travel Mates Corp and the Partner. Rates are confidential and are not to be disclosed or forwarded to third parties, including the end client.

2.1 Rate Basis

Unless otherwise agreed in writing, our published rates to the trade are:

• Net rates — non-commissionable, and the Partner adds its own markup as selling price;
• Confidential — the Partner must not publish or reveal net rates externally;
• Quoted per service or per itinerary — as specified in each proposal;
• In USD unless otherwise agreed.

2.2 Rate Validity

Rates are valid for the period stated in the proposal or quotation. Rates not bound to a specific booking may be revised at any time by the Company in writing — for example, in response to significant changes in supplier costs, fuel surcharges, taxes or currency movements.

2.3 Seasonal and Peak Surcharges

Certain periods — including festival periods, peak tourist season, and public holidays — may carry seasonal surcharges. Where applicable, these are disclosed in the proposal and in the Booking Confirmation issued to the Partner.

2.4 Exclusions

Unless specifically stated as included, the following are typically not included in net rates:

• International flights to and from the region;
• Visa, e-visa and digital arrival fees;
• Travel insurance (which is mandatory for the end client);
• Meals, beverages and activities not listed as included;
• Personal expenses, tips and gratuities;
• Optional activities not confirmed in advance.

03Commissions

Two commercial models are available for trade partners. The applicable model is specified in the Partner Agreement.

3.1 Net Rates (Default Model)

Under the net rate model, the Partner is quoted non-commissionable net rates and adds its own margin as its commercial return. Under this model, no separate commission is paid to the Partner.

3.2 Commissionable Rates (Optional Model)

Under the commissionable model, the Partner is quoted gross rates and receives a commission on the value of the booking. The commission percentage is agreed in writing per Partner Agreement and may vary by:

• Service category (accommodation, touring, cruises, transport);
• Booking volume;
• Journey length or value;
• Booking lead time.

3.3 Commission Payment

Where commission applies, it is paid after:

• The end client has completed their journey; and
• All supplier invoices have been settled; and
• The Partner has provided a valid invoice for the commission.

Commissions are typically settled monthly, within 30 days of the end of the month in which the journey ended.

3.4 Commission on Cancelled Bookings

No commission is paid on bookings that are cancelled, that do not complete, or that are refunded under the cancellation schedule. Any commission paid in advance and later invalidated will be recoverable by the Company.

04Payment

Payment terms for trade partners are agreed per Partner Agreement. The default terms are set out below. Where payment security (credit terms, bank guarantee or deposit) is required, this will be specified.

4.1 Payment Schedule

4.2 Currency

All invoices are issued in United States Dollars (USD) unless otherwise agreed in writing. Where payment is made in another currency, the amount received in our account must equal the invoiced USD amount in full at the exchange rate applied on the invoice date.

4.3 Bank Charges

Any bank transfer fees, intermediary bank charges or currency conversion fees are the responsibility of the Partner. Please ensure that all applicable fees are paid by the sender so that the amount received matches the invoiced amount in full.

4.4 Late Payment

If a payment is not received by the due date, we may:

• Suspend delivery of services;
• Cancel the affected booking under the cancellation schedule;
• Suspend credit terms for future bookings;
• Charge reasonable interest on overdue amounts where permitted by law.

4.5 Taxes

Prices include applicable local taxes unless otherwise stated. Where VAT or other local tax is applicable to a specific service, this is reflected in the invoice to the Partner. The Partner is responsible for any tax obligations in its own jurisdiction.

05Reservations

Trade reservations are made in writing and confirmed by us in writing. A booking is not secured until we have issued written confirmation.

5.1 How to Reserve

Reservations may be made through:

• Email to your dedicated trade contact, or to trade@asiatravelmates.com;
• Written acceptance of a proposal or quotation;
• Any other channel agreed in writing with the Partner.

5.2 Confirmation

A booking is confirmed when:

• We have received the required deposit (or credit terms are in place); and
• We have issued a written Booking Confirmation to the Partner.

The Booking Confirmation is the commercial record of what has been purchased. It lists traveler details, itinerary, dates, inclusions, exclusions, prices and any disclosed non-refundable supplier charges.

5.3 Traveler Details

The Partner is responsible for providing accurate traveler details — including full names as they appear on passports, dates of birth, dietary or accessibility requirements, and any special requests. Incorrect or incomplete traveler details may lead to additional costs or inability to deliver services.

5.4 Amendments

Amendments to confirmed bookings are subject to availability and to supplier charges. Amendment requests must be made in writing. Where an amendment results in additional cost, we will issue a revised quotation before proceeding. Where an amendment results in a reduction in cost, any refund is subject to what remains recoverable from suppliers.

5.5 Substitution

Substitutions of travelers may be possible in certain cases, subject to supplier rules. The Partner must notify us in writing as soon as the substitution is known.

06Cancellations

Cancellation terms for trade bookings follow the Company’s Cancellation Policy and Section 06 of the Booking Conditions. Where a signed Partner Agreement specifies different terms, the Partner Agreement prevails.

6.1 Cancellation by the Partner

Cancellation must be made in writing to your dedicated trade contact, or to trade@asiatravelmates.com. Cancellation is effective on the date we acknowledge it in writing.

6.2 Standard Cancellation Schedule

6.3 Supplier Charges

Certain components — including domestic flights, cruise deposits, festival-period hotel bookings, special-permit activities and non-refundable supplier commitments — carry their own cancellation rules. These charges are additional to the standard schedule above and are disclosed in the Booking Confirmation.

6.4 Cancellation by the Company

In the rare event that we cancel a confirmed booking for reasons within our control, the Partner will be offered, at its choice:

• A full refund of amounts paid to us for the affected portion; or
• An equivalent or improved alternative, subject to availability.

Where a cancellation is caused by Force Majeure or supplier failures outside our control, the handling is governed by the applicable supplier terms and by what remains recoverable from suppliers.

6.5 Force Majeure

Neither party is liable for failure to perform where that failure is caused by events beyond reasonable control — including natural disasters, extreme weather, pandemics, government restrictions, civil unrest, war or acts of terrorism. Where Force Majeure affects a booking, both parties will work in good faith to find a reasonable solution.

6.6 No-Show and Unused Services

Failure to arrive at an agreed pickup point or to use a confirmed service without prior written notice is treated as a 0-day cancellation. No refund is provided for unused services where the reason is within the Partner’s or the end client’s control.

6.7 Refunds

Approved refunds are made by bank transfer to the account from which the original payment was received, unless otherwise agreed. Refunds are typically processed within 5–10 business days after confirmation, and where recovery from a supplier is required, the refund timing follows the supplier recovery.

07Confidentiality

Both parties may receive confidential information in the course of the partnership — including net rates, commercial terms, client details, business processes and any other non-public information.

7.1 Obligations

• Each party agrees to keep the other’s confidential information confidential.
• Confidential information may be used only for the purposes of the partnership.
• Confidential information may not be disclosed to third parties without prior written consent — except where required by law or by a competent authority.
• Reasonable security measures must be used to protect confidential information.

7.2 Net Rates

Net rates, commission structures, credit terms and any commercial terms specific to the Partner are strictly confidential. The Partner must not publish, reveal or forward net rates to any third party, and must not share them with the end client.

7.3 Duration

Confidentiality obligations survive the termination of the partnership and continue for as long as the information remains commercially sensitive.

08Client Responsibility

The Partner is the principal facing the end client. As such, the Partner is responsible for:

8.1 Documentation

• Ensuring the end client holds a passport valid for at least 6 months beyond the date of entry into each country visited;
• Ensuring the end client obtains all required visas, e-visas and digital arrival permits;
• Ensuring the end client meets any health, vaccination or documentation requirements.

8.2 Insurance

The Partner must ensure that the end client has comprehensive travel insurance in place before departure. The Company can also require proof of insurance from the Partner for specific journeys.

8.3 Conduct and Compliance

• The Partner is responsible for ensuring the end client understands and respects local laws, customs and cultural norms;
• The Partner will not promote, sell or arrange experiences that involve illegal, exploitative or harmful activities;
• The Partner will not promote orphanage visits, exploitative voluntourism or any activity that is inconsistent with our Responsible Travel Policy and Modern Slavery Statement.

8.4 Communication

Where we provide direct communication with the end client — for example, welcome documentation or on-the-ground support — this is done as a courtesy and does not change the contracting relationship. The Partner remains the primary point of contact for its client unless otherwise agreed in writing.

09Intellectual Property

All intellectual property rights belonging to Asia Travel Mates Corp remain owned by us. Nothing in these Terms grants the Partner any right or licence to use our intellectual property except as expressly agreed in writing.

9.1 What Is Covered

• Brand names and logos — including Asia Travel Mates, Indochine Chic and associated brand marks;
• Website content — text, images, editorial features and destination guides;
• Itinerary designs and journey frameworks;
• Photography commissioned by or licensed to us;
• Any other materials we share with the Partner.

9.2 What the Partner May Do

• Use our brand name and approved materials to describe us as a ground partner or DMC to the end client;
• Share our public-facing destination content with the end client for the purpose of promoting a journey;
• Use approved images and descriptions in proposals to the end client.

9.3 What the Partner May Not Do

• Republish our content on its own public website without written consent;
• Use our brand marks in a way that suggests endorsement, partnership or certification beyond what is agreed;
• Modify, adapt or create derivative works of our content without written consent;
• Use our itineraries or content in another commercial product without written consent;
• Register or attempt to register any of our brand marks, logos or domain names.

9.4 Partner Intellectual Property

The Partner’s own brand, content and materials remain the Partner’s property. The Company will not use the Partner’s intellectual property except as necessary to deliver the partnership.

10Liability

Liability in the partnership is governed by these Terms, by any signed Partner Agreement, and by applicable law.

10.1 Role of the Company

Asia Travel Mates Corp acts as a Destination Management Company (DMC). Certain components of a journey — flights, cruises, hotels and specific activities — are provided by independent suppliers. The Company remains responsible for performing its own contractual obligations to the Partner and for coordinating the services it has agreed to arrange, subject to applicable law.

10.2 Limit of Liability

To the maximum extent permitted by law, and without excluding any liability that cannot lawfully be excluded, the Company’s total liability to the Partner in relation to the affected portion of a booking is limited to the total amount paid by the Partner for that portion of the booking.

The Company is not liable for indirect, consequential or punitive damages — including loss of profit, loss of business, or loss of reputation — arising out of the partnership.

10.3 Supplier Liability

Individual suppliers may have their own terms, safety requirements and liability rules for the services they directly provide. Where a supplier’s terms materially affect the journey, we will advise the Partner.

10.4 Partner Liability

The Partner is responsible for:

• Its own contractual obligations to the end client;
• Ensuring the accuracy of traveler details and booking information;
• Ensuring the end client meets documentation, insurance and health requirements;
• Any loss or damage caused by inaccurate information, late cancellation or misconduct attributable to the Partner or its client.

10.5 Force Majeure

Neither party is liable for failure to perform where such failure is caused by events beyond reasonable control, as set out in Section 6.5.

11Jurisdiction & Disputes

11.1 Governing Law

These Terms, and any Partner Agreement governed by them, are governed by and construed in accordance with the laws of the Socialist Republic of Vietnam.

11.2 Negotiation

Any dispute arising out of or in connection with the partnership shall first be addressed through direct, good-faith negotiation between the parties. The parties agree to exchange written positions and to attempt resolution within 30 days of written notice of the dispute.

11.3 Mediation & Arbitration

If the dispute cannot be resolved through negotiation, the parties agree to consider mediation or another appropriate dispute-resolution method. Where the parties agree to binding arbitration, the dispute may be referred to the Vietnam International Arbitration Centre (VIAC) in Ho Chi Minh City, in accordance with VIAC rules then in force. The seat of arbitration shall be Ho Chi Minh City, and the language of arbitration shall be English.

Nothing in this Section prevents either party from seeking relief in a court of competent jurisdiction where permitted by applicable law, or from exercising any right that cannot lawfully be waived.

11.4 Continued Performance

Where a dispute arises, both parties will use reasonable efforts to continue performing their obligations under the partnership, except where performance is impossible or would cause material harm.

12General Provisions

12.1 Term & Termination

The partnership remains in force until terminated by either party with 30 days’ written notice. Any bookings confirmed before termination remain subject to these Terms until the journeys have been delivered and any post-journey obligations have been fulfilled.

12.2 Independent Contractor

The parties act as independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between them.

12.3 Assignment

Neither party may assign or transfer its rights or obligations under these Terms without the prior written consent of the other party.

12.4 Notices

Formal notices under these Terms shall be sent in writing by email with confirmed delivery, or by registered post, to the addresses on file for each party.

12.5 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12.6 Entire Agreement

These Terms, together with any signed Partner Agreement, constitute the entire agreement between the parties in respect of the partnership and supersede all prior discussions and understandings.

12.7 Changes to These Terms

We may update these Terms from time to time to reflect changes in our practices, our supplier arrangements or applicable law. The version that applies to a specific booking is the version in force at the time the booking is confirmed. The version number and effective date at the top of this page show when these Terms were last revised.