Provider Marketplace Terms

Effective Date: August 9, 2026 Last Updated: August 9, 2026

These Provider Marketplace Terms apply to each independent activity provider, operator, owner, guide company, vendor, staff member, contractor, or authorized representative of the provider that submits, lists, confirms, publishes, distributes, or operates activities through Refuje's marketplace or through hotel-linked guest journeys, including stay tabs, QR-linked flows, concierge flows, or marketplace interfaces.

These Provider Marketplace Terms supplement Refuje's Terms & Conditions, Privacy Policy, Activity Marketplace Terms, and any separate Activity Provider Commercial Contract executed between Refuje and the provider (the "Activity Provider Commercial Contract").

The Activity Provider Commercial Contract and these Provider Marketplace Terms together govern the applicable relationship between Refuje and the provider.

If there is a conflict, the Activity Provider Commercial Contract will govern fees, commissions, revenue share, invoicing, payment obligations, settlement timelines, and other expressly stated commercial matters. These Provider Marketplace Terms will continue to govern marketplace participation, marketplace conduct, guest data use, safety, listing accuracy, content, intellectual property, legal compliance, legal proof, audit, suspension, termination, and operational-risk matters unless the Activity Provider Commercial Contract expressly identifies and overrides a specific provision of these Provider Marketplace Terms.

1. Independent Operator Status

1.1. The provider acts as an independent operator and is not an employee, agent, partner, franchisee, joint venturer, or representative of Refuje.

1.2. The provider's staff, guides, drivers, vendors, contractors, subcontractors, and representatives act on behalf of the provider and not on behalf of Refuje, unless Refuje expressly agrees otherwise in writing.

1.3. The provider remains responsible for operating, staffing, guiding, transporting, equipping, managing, confirming, pricing, fulfilling, and delivering each listed activity.

1.4. Refuje does not become the operator of the activity merely by listing, promoting, tracking, distributing, or routing an enquiry for that activity.

2. Refuje's Role

2.1. Unless expressly agreed otherwise in writing, Refuje acts as a discovery, listing, enquiry-routing, communication, operational-tracking, reconciliation, audit, and marketplace-governance layer.

2.2. Refuje is not the activity operator, employer, guide, transporter, insurer, guarantor, merchant, or payment party for the provider's activities.

2.3. Nothing in these Provider Marketplace Terms excludes responsibility to the extent caused directly by Refuje's own act or omission, breach of applicable law, or express written undertaking.

3. Provider Authority And Legal Acceptance

3.1. The provider represents and warrants that:

3.1(a). it has the legal authority, business capacity, licences, permissions, and approvals required to enter into these Provider Marketplace Terms;

3.1(b). the person accepting or signing these Provider Marketplace Terms is authorized to do so on behalf of the provider;

3.1(c). all business, legal, KYC, contact, payout, operational, safety, and listing information provided to Refuje is accurate, current, complete, and not misleading;

3.1(d). the provider may lawfully offer, price, operate, and fulfil the listed activities;

3.1(e). the provider may lawfully authorize Refuje to publish, format, display, distribute, and use text, images, branding, descriptions, pricing, and other listing content supplied or approved by the provider;

3.1(f). the provider will determine, charge, collect, report, file, remit, and comply with all applicable GST, tax, invoice, receipt, credit-note, refund-document, statutory-dues, and payment-record obligations connected with its activities, bookings, payments, refunds, and settlements, unless Refuje expressly assumes a specific responsibility in writing;

3.1(g). the provider is responsible for ensuring that all activity information supplied, approved, confirmed, or made publicly available by or on behalf of the provider is accurate, complete, lawful, non-misleading, properly authorized, rights-cleared, non-infringing, safe, and compliant with applicable consumer, tax, permit, safety, and other legal requirements;

3.1(h). this responsibility applies even where Refuje creates, edits, formats, summarizes, translates, structures, tags, publishes, indexes, or displays activity listings, public pages, QR-linked flows, marketplace content, search-facing snippets, prices, inclusions, exclusions, images, descriptions, safety claims, permit claims, availability information, or other activity content based on provider-supplied, provider-approved, publicly available, or operationally confirmed information;

3.1(i). the provider will regularly review Refuje-published activity listings, public pages, QR-linked flows, marketplace content, search-facing snippets, prices, inclusions, exclusions, images, descriptions, safety claims, permit claims, availability information, and other activity content, and will promptly notify Refuje of any unauthorized, inaccurate, outdated, unsafe, misleading, infringing, unlawful, or otherwise non-compliant content.

3.2. Refuje may retain version numbers, timestamps, signer details, IP address, user-agent, signed records, hashes, KYC snapshots, provider snapshots, activity snapshots, audit events, and related evidence to prove acceptance, authority, listing approval, and marketplace compliance.

3.3. The provider must promptly notify Refuje if the authorized signatory, ownership, business status, licences, permits, insurance, safety arrangements, bank details, tax details, contact details, or other material provider information changes.

4. Provider Profile, Approval, And Ongoing Eligibility

4.1. The provider must submit accurate business, contact, operational, destination, pricing, support, payout, legal, KYC, safety, and compliance information as requested by Refuje.

4.2. Refuje may approve, reject, suspend, pause, limit, review, or remove a provider profile at its discretion, including for safety, legal, compliance, data-use, quality-control, reputational, reconciliation, commercial, fraud-prevention, or operational reasons.

4.3. The provider must not use Refuje to solicit, route, confirm, or fulfil guest enquiries until the provider has been approved where approval is required by Refuje's systems or processes.

4.4. Refuje may require updated KYC, signatory, licence, permit, insurance, tax, payout, safety, activity, or legal-acceptance records at any time as a condition for continued marketplace participation.

5. Listing Accuracy And Content Responsibility

5.1. The provider is responsible for ensuring that all activity listings and related materials are accurate, current, lawful, and not misleading, including:

5.1(a). activity name and description;

5.1(b). inclusions and exclusions;

5.1(c). difficulty, physical effort, age suitability, and fitness requirements;

5.1(d). duration, schedule, route, pickup, drop, and meeting details;

5.1(e). availability, seasonality, blackout dates, and same-day limitations;

5.1(f). pricing, taxes, payment handling, and collector details;

5.1(g). cancellation, rescheduling, late-arrival, and no-show terms where applicable;

5.1(h). health, weather, altitude, terrain, transport, water, equipment, permit, guide, or safety requirements;

5.1(i). images, branding, credentials, licences, insurance, and other creative or operational materials.

5.2. The provider must promptly notify Refuje if a listing becomes unavailable, materially changed, unsafe, mispriced, misleading, legally non-compliant, unauthorized, or unsuitable for continued publication.

5.3. Refuje may edit, refuse, unpublish, pause, restrict, or remove listings that it reasonably believes are inaccurate, unsafe, misleading, infringing, unlawful, unauthorized, or inconsistent with Refuje's standards or risk posture.

6. Licensing, Permits, Insurance, And Safety

6.1. The provider is solely responsible for obtaining, maintaining, and complying with all permits, licences, registrations, approvals, transport requirements, operational permissions, staff credentials, tax registrations, and local-law obligations applicable to each activity. The provider must also maintain all insurance required by law and insurance reasonably appropriate to the nature, scale, location and risks of each activity, including public-liability, activity or professional liability, motor-vehicle, employee, guide, equipment or other coverage where reasonably applicable.

6.2. The provider is also responsible for:

6.2(a). staff, guide, driver, vendor, and subcontractor training and supervision;

6.2(b). equipment condition, maintenance, suitability, and lawful use;

6.2(c). safety briefings and activity-specific risk disclosures;

6.2(d). emergency protocols and incident-response readiness;

6.2(e). route, terrain, water, altitude, transport, wildlife, weather, equipment, and local-condition risk management;

6.2(f). refusing participation where the activity is unsuitable or unsafe for a particular guest;

6.2(g). complying with any activity-specific safety declarations or publication requirements required by Refuje.

6.3. For high-risk, trekking, hiking, altitude, transport-led, water-based, guide-led, permit-heavy, equipment-dependent, or safety-sensitive activities, Refuje may require permits, licences, insurance, staff credentials, emergency protocols, safety declarations, route details, equipment details, or other documentary proof before publication or continued distribution.

6.4. Refuje may pause, reject, remove, or restrict an activity or provider where requested proof is missing, expired, unclear, inconsistent, or insufficient for Refuje's risk standards.

6.5. The provider must promptly provide insurance certificates, policy details and evidence of renewal when reasonably requested by Refuje, and must promptly notify Refuje of any cancellation, lapse, non-renewal, material reduction, material exclusion or denial of coverage that may affect an activity or a claim connected with an activity.

7. Guest Data And Permitted Use

7.1. The provider may receive guest personal data from Refuje only for limited, lawful, and service-related purposes connected with the specific enquiry, booking, activity, support issue, reconciliation, or legal/compliance need.

7.2. This may include guest name, phone number or WhatsApp number, preferred schedule, group size, guest note, source hotel, activity name, lead or tracking reference, and limited activity-related context.

7.3. The provider may use Refuje-sourced guest data only to respond to, coordinate, fulfil, support, reconcile, or resolve the specific enquiry or activity.

7.4. The provider must not resell, reuse, remarket, spam, independently market to guests, disclose data to unauthorized persons, or use Refuje-sourced guest data for unrelated purposes.

7.5. The provider must not create CRM records, marketing lists, WhatsApp groups, broadcast lists, social channels, or other guest databases using Refuje-sourced guest data, and must not directly market to or solicit Refuje-sourced guests outside the specific enquiry or activity, unless both the guest has separately authorized such use where required by law and Refuje has expressly approved such use in writing.

7.6. The provider is responsible for its own handling, storage, use, deletion, security, and lawful processing of guest data after receiving it from Refuje, and must promptly notify Refuje of any suspected unauthorized access, misuse, disclosure, breach, complaint, or regulatory issue involving Refuje-sourced guest data.

7.7. The provider must stop using, delete, or securely archive Refuje-sourced guest data when it is no longer needed for the specific enquiry, booking, support, compliance, reconciliation, or legal purpose, except where lawful retention is required.

8. Enquiry Handling And Guest Communication

8.1. The provider is responsible for:

8.1(a). responding to guest enquiries in a timely and professional manner;

8.1(b). confirming or declining availability clearly;

8.1(c). clarifying pricing, taxes, inclusions, exclusions, pickup, route, timing, suitability, safety, cancellation, and payment terms before the guest confirms participation;

8.1(d). disclosing material changes before guest confirmation wherever reasonably possible;

8.1(e). accurately communicating risks, restrictions, weather dependency, terrain, transport, guide arrangements, equipment requirements, and cancellation or no-show terms;

8.1(f). honouring represented terms unless changes are clearly disclosed and accepted before confirmation.

8.2. The provider must not misuse hotel-sourced or Refuje-sourced guest trust by making false representations, price switches, unsafe promises, unauthorized solicitations, or misleading claims about Refuje's or the hotel's role.

9. Provider Collection, Payments, Anti-Circumvention, And Reconciliation

9.1. The provider will collect the full guest-facing price for each Marketplace / Provider Activity. The hotel is not authorised to collect payment for the provider's activity, and the provider must not instruct, permit or represent that the hotel may do so. The provider must accurately report:

9.1(a). whether payment was received;

9.1(b). the payment method and collection date;

9.1(c). the amount collected;

9.1(d). the status of the activity;

9.1(e). cancellations, reschedules, no-shows, refunds, disputes, mismatches, or payment issues affecting reconciliation.

9.2. Unless Refuje expressly acts as the merchant of record or expressly assumes invoicing responsibility in writing for a specific transaction, the provider is responsible for issuing all required customer invoices, tax invoices, GST invoices, receipts, credit notes, refund documents, and other tax or payment documents for amounts charged, collected, retained, or payable in relation to the provider's activity.

9.3. The provider is responsible for determining, charging, collecting, reporting, filing, and remitting applicable GST, taxes, levies, fees, and statutory dues connected with the provider's activities, pricing, invoices, payments, receipts, refunds, and settlements, except to the extent Refuje expressly assumes a specific tax or invoicing responsibility in writing.

9.4. The provider must promptly and accurately record and keep updated in the Refuje provider portal, or through another reporting method designated by Refuje, every Refuje-routed enquiry and resulting booking, including its source and attribution, current status, guest-facing amount, payment amount, payment method, collection date, confirmation, completion, cancellation, reschedule, no-show, refund, chargeback, dispute and other reconciliation outcome. The provider must cooperate with Refuje's reconciliation, attribution, reporting, review and audit processes and provide reasonably requested information, supporting notes, screenshots, receipts or proof.

9.5. The provider must not relabel, divert or treat a genuine Refuje-routed enquiry or resulting booking as an offline, walk-in, direct, repeat, hotel-sourced or other non-Refuje transaction, or move communication or payment outside a Refuje flow, for the purpose or with the effect of avoiding or obscuring Refuje's tracking, source attribution, reporting, reconciliation or commission. Direct communication with the guest or collection of payment by the provider where operationally permitted does not change the enquiry's Refuje source or the provider's reporting, reconciliation or commission obligations.

9.6. Refuje may define exposure thresholds, reconciliation controls, settlement holds, reporting requirements, or review holds. Where reconciliation risk is elevated, Refuje may pause further distribution, listing visibility, provider participation, or settlement processing until the issue is resolved.

10. Incidents, Complaints, And Reporting

10.1. The provider must notify Refuje immediately, and in any event within 24 hours, of any safety incident, injury, guest-data misuse, law-enforcement contact, regulatory issue, serious complaint, material listing inaccuracy, payment dispute, price dispute, contact misuse allegation, discrimination or harassment complaint, or other event that may create legal, safety, reputational, data, financial, or operational risk.

10.2. The provider must immediately take reasonable emergency, containment and harm-prevention steps within its control, arrange or assist with emergency services where appropriate, protect affected guests, and comply with applicable reporting obligations.

10.3. The provider must preserve and provide all reasonably relevant evidence and records, including booking and guest communications, staff and guide rosters, licences, permits, insurance, safety briefings, declarations or waivers, route or location records, equipment and maintenance records, photographs, video, available CCTV, payment records, medical or emergency records, and police or regulatory communications. The provider must cooperate with Refuje's review, evidence collection, guest-support, takedown, suspension, incident, reconciliation, regulatory, insurance and legal processes.

10.4. Non-reporting, delayed reporting, concealment, destruction or loss of relevant evidence, misleading responses, or failure to cooperate may result in listing pause, provider suspension, delisting, settlement hold where applicable, termination of marketplace participation, or other remedial action.

11. Hotel Relationships And Marketplace Distribution

11.1. Where activities are discovered through a Hotel-Linked Guest Journey, including a stay tab, QR-linked flow, concierge flow, or hotel-assisted Refuje experience:

11.1(a). the hotel may be the source of the lead;

11.1(b). the provider remains solely responsible for every Marketplace / Provider Activity listed, offered, operated or supplied by or through it. Hotel discovery assistance, recommendation, guest handoff, communication, transport assistance, payment receipt or any other property-level involvement does not transfer or reduce the provider's responsibility;

11.1(c). Refuje may retain records of lead source, status, communication, attribution, reconciliation, support, and legal outcomes;

11.1(d). the provider must not misrepresent Refuje's or the hotel's role in the transaction.

11.1(e). the provider, and not the hotel, will collect the guest-facing price for the provider's activity.

11.2. Nothing in these Provider Marketplace Terms makes Refuje or the hotel the operator, co-operator, principal, agent, supervisor or controller of the provider's Marketplace / Provider Activity. A Hotel-conducted Activity is a separate offering undertaken by the hotel under its arrangements with Refuje and is not a reclassification of a Provider's Marketplace / Provider Activity under these Terms.

12. Intellectual Property And Publishing Rights

12.1. The provider represents and warrants that it owns, controls, or has obtained all rights, licences, permissions, releases, and consents necessary to allow Refuje to use, reproduce, display, adapt, format, distribute, and publish the content supplied or approved for the provider's listings.

12.2. The provider grants Refuje a non-exclusive, worldwide, royalty-free right to host, display, reproduce, adapt, format, distribute, and use such content for listing, discovery, guest communication, marketplace operations, hotel-linked guest journeys, marketing of the listed activity, support, analytics, audit, record-keeping, legal compliance, and dispute handling.

12.3. By accepting these Provider Marketplace Terms or authorizing Refuje to list, publish, distribute, route enquiries for, or market the provider's activities, the provider gives Refuje ongoing authorization to create, edit, format, summarize, structure, publish, distribute, index, and update activity listings and related content for Refuje's website, search engines, SEO, AEO, structured data, marketplace discovery, hotel-linked discovery, social previews, promotional snippets, and other lawful discovery or distribution surfaces connected with Refuje.

12.4. This authorization applies to content supplied by the provider, content approved by the provider, publicly available provider or activity information, operational information reasonably provided or confirmed during onboarding or listing operations, and Refuje-created listing content based on such information.

12.5. The provider is responsible for regularly monitoring its activity listings, public pages, QR-linked flows, marketplace content, search-facing snippets, pricing, inclusions, exclusions, safety claims, permit claims, availability information, images, and descriptions, and must promptly notify Refuje of any inaccuracy, outdated information, rights issue, unsafe claim, misleading statement, legal issue, or required correction.

12.6. Unless the provider gives Refuje specific written notice of an inaccuracy, rights issue, or required correction, Refuje may continue to publish, distribute, index, update, and use the provider's listing content under this authorization.

12.7. The provider remains responsible for ensuring that such content does not infringe third-party rights and is not false, misleading, defamatory, unauthorized, unsafe, or unlawful. The provider remains responsible for the accuracy, legality, rights clearance, non-infringement, safety claims, price claims, permit claims, availability claims, and consumer-law compliance of provider-supplied, provider-approved, publicly available, or operationally confirmed activity information, even where Refuje formats, edits, summarizes, structures, translates, tags, or publishes that content for discovery, SEO, AEO, search engines, or marketplace distribution.

12.8. Refuje must not knowingly create materially false or misleading claims about the provider's activity.

12.9. After termination or removal, Refuje may stop public display of provider content but may retain copies as reasonably required for audit, legal compliance, dispute handling, enforcement, and marketplace-integrity records.

13. Refuje Brand, IP, And Non-Solicitation Restrictions

13.1. The provider must not use the Refuje name, brand, logo, marks, content, workflows, guest journeys, QR codes, platform screens, listing formats, legal documents, communication templates, or other Refuje materials to create social media pages, profiles, websites, ads, brochures, listings, groups, channels, WhatsApp groups, or other public or private marketing assets unless Refuje has expressly approved such use in writing.

13.2. The provider must not represent itself as Refuje, as an official Refuje branch, franchise, employee, agent, or authorized Refuje account, and must not solicit guests, hotels, partners, or customers in Refuje's name or in a way that creates confusion about whether the communication is from Refuje.

13.3. The provider must not register, operate, purchase, or use any domain name, social media handle, page name, ad account, keyword advertisement, business listing, WhatsApp channel, group, or communication channel that uses Refuje's name, marks, confusingly similar names, or Refuje-linked branding without Refuje's prior written approval.

13.4. The provider must promptly remove, transfer, disable, or stop using any unauthorized Refuje-branded asset, handle, listing, group, channel, advertisement, or material upon Refuje's request.

13.5. The provider must not use Refuje's name, guest trust, hotel relationships, marketplace access, QR-linked flows, or Refuje-sourced leads to bypass Refuje, divert enquiries, avoid attribution or reconciliation, or build competing guest databases or channels.

13.6. The provider must not create CRM records, marketing lists, WhatsApp groups, broadcast lists, social channels, or other guest databases using Refuje-sourced guest data, and must not directly market to or solicit Refuje-sourced guests outside the specific enquiry or activity, unless both the guest has separately authorized such use where required by law and Refuje has expressly approved such use in writing.

14. Suspension, Takedown, And Removal Rights

14.1. Refuje may suspend, pause, remove, unpublish, limit, terminate, or restrict a provider profile, activity listing, distribution rule, lead flow, settlement process, or marketplace participation if Refuje reasonably believes that:

14.1(a). a listing is inaccurate, unsafe, misleading, unauthorized, or unlawful;

14.1(b). the provider is non-compliant with law, permits, licences, insurance, safety, tax, data, or operational obligations;

14.1(c). guest data has been misused;

14.1(d). guest safety, provider conduct, or listing quality creates risk;

14.1(e). reconciliation risk, payment risk, dispute exposure, or fraud risk is unacceptable;

14.1(f). content is unauthorized, infringing, misleading, or unlawful;

14.1(g). the provider has breached these Provider Marketplace Terms or the Activity Provider Commercial Contract;

14.1(h). continued distribution exposes Refuje, a hotel, guests, or the marketplace to legal, operational, financial, data, safety, reputational, or commercial risk.

14.2. Refuje may take urgent action with or without prior notice where reasonably required for safety, legal, data, operational, guest-protection, or marketplace-integrity reasons.

15. Force Majeure And Provider Non-Performance

15.1. Force majeure or events beyond reasonable control may excuse the provider's non-performance only to the extent directly caused by such event.

15.2. The provider must promptly notify Refuje and affected guests where applicable, mitigate harm, protect guest safety, cooperate with rescheduling, refund, credit, or substitute arrangements where applicable, and maintain reasonable communication until the issue is resolved.

15.3. Force majeure does not excuse the provider from obligations that can still reasonably be performed, including guest safety, truthful communication, incident reporting, data protection, reconciliation, and cooperation with Refuje.

16. Disclaimer Of Guarantees

16.1. Refuje provides listing, marketplace, enquiry-routing, communication, reconciliation, and operational-tracking services on an "as available" and "as is" basis, subject to applicable law.

16.2. Refuje does not guarantee:

16.2(a). guest conversion;

16.2(b). guest attendance;

16.2(c). booking volume;

16.2(d). uninterrupted platform access;

16.2(e). message delivery success across third-party channels;

16.2(f). successful guest payment or collection by the provider or another expressly authorised payment party;

16.2(g). the absence of operational, technical, provider, hotel, payment, or communication disruptions.

16.3. Nothing in these Provider Marketplace Terms limits any liability or right that cannot legally be limited or excluded under applicable law.

17. Limitation Of Liability

17.1. To the maximum extent permitted by law, Refuje will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, loss of profits, loss of opportunity, loss of goodwill, loss of data, third-party failures, provider-side operational failures, hotel-side operational failures, payment collection failures by third parties, or guest non-attendance arising from or related to the provider's use of Refuje.

17.2. Where Refuje's liability cannot lawfully be excluded, Refuje's aggregate liability arising out of or in connection with these Provider Marketplace Terms and the Activity Provider Commercial Contract will be limited to the amount actually paid by the provider to Refuje for the relevant service in the 12 months preceding the claim, or such other amount as may be specified in a separate written agreement. This limit applies collectively to all claims arising from the same or related events and not separately to each claim.

17.3. Nothing in these Provider Marketplace Terms limits any liability or right that cannot legally be limited or excluded under applicable law. Any liability cap or exclusion in these Provider Marketplace Terms applies only to the extent permitted by applicable law.

18. Indemnity

18.1. The provider will indemnify, defend and hold harmless Refuje, its directors, officers, employees, contractors, affiliates, and representatives from claims, complaints, demands, liabilities, penalties, losses, damages, costs, expenses, reasonable attorney fees, investigation costs, and enforcement costs arising from or related to:

18.1(a). the provider's activities, operations, staff, guides, drivers, vendors, contractors, or subcontractors;

18.1(b). inaccurate, misleading, unauthorized, infringing, unsafe, or unlawful listing content;

18.1(c). personal injury, property loss, safety incidents, misconduct, discrimination, harassment, or guest complaints related to the provider's activity;

18.1(d). misuse, unauthorized disclosure, breach, or non-compliant processing of guest personal data;

18.1(e). unauthorized use of Refuje's name, brand, marks, content, guest journeys, QR-linked flows, or other Refuje materials;

18.1(f). unauthorized CRM creation, direct marketing, solicitation, data reuse, or bypass of Refuje's attribution or reconciliation processes;

18.1(g). pricing disputes, payment disputes, refund disputes, cancellation disputes, no-shows, or reconciliation failures caused by the provider;

18.1(h). violation of law, permit, licence, insurance, transport, tax, consumer, data, safety, or regulatory obligations by the provider;

18.1(i). breach of these Provider Marketplace Terms or the Activity Provider Commercial Contract.

18.2. The provider's indemnity obligations apply whether the relevant act or omission is by the provider directly or by its owners, managers, staff, guides, drivers, vendors, contractors, subcontractors, agents, or other personnel acting for the provider.

18.3. Refuje will give the provider reasonably prompt notice after becoming aware of a third-party claim for which indemnity may be sought. Any delay in giving notice will reduce the provider's obligations only to the extent the provider proves that the delay materially prejudiced its ability to defend the claim.

18.4. The provider must, at its own cost, provide Refuje with all reasonable cooperation, information, records, documents, personnel access, and assistance required to investigate, respond to, defend, settle, or otherwise handle an indemnified matter.

18.5. Refuje may elect to control or participate in the defence of an indemnified claim using legal advisers reasonably selected by Refuje. If Refuje does not assume control, the provider may conduct the defence using legal advisers reasonably acceptable to Refuje and must keep Refuje informed of all material developments.

18.6. The provider must not admit liability on behalf of Refuje or settle an indemnified claim without Refuje's prior written consent where the settlement:

18.6(a). does not provide Refuje and the other indemnified persons with a full and unconditional release;

18.6(b). requires Refuje to make a payment, admit wrongdoing, accept liability, or undertake any continuing obligation;

18.6(c). restricts Refuje's business, platform, services, or legal rights; or

18.6(d). could reasonably harm Refuje's reputation or its relationships with guests, hotels, providers, or regulators.

18.7. The provider must reimburse reasonable defence, investigation, professional-adviser, and enforcement costs covered by this indemnity as they are incurred and within 10 business days after receiving reasonable supporting details. Refuje is not required to wait for final judgment or settlement before seeking reimbursement of those costs.

18.8. These claim-handling provisions do not restrict Refuje from taking urgent safety, privacy, regulatory, guest-protection, insurance, or legal action, or from recovering direct losses otherwise covered by this indemnity.

19. Term, Suspension, Termination, And Exit Process

19.1. These Provider Marketplace Terms apply from the earlier of:

19.1(a). the provider's acceptance of these Provider Marketplace Terms;

19.1(b). the provider's authorization for Refuje to list, publish, distribute, or route enquiries for its activities;

19.1(c). the provider's continued use of Refuje after notice that these Provider Marketplace Terms apply.

19.2. Either party may terminate the marketplace relationship by giving at least 7 calendar days' written notice to the other party, subject to any different termination period or process expressly stated in the Activity Provider Commercial Contract.

19.3. If the provider initiates termination, the provider must send the termination notice to myrefuje@gmail.com unless Refuje has expressly designated another notice address in writing. Refuje may send termination notice to the provider's registered, onboarding, dashboard, or last known official email, WhatsApp, or contact channel.

19.4. Unless a dispute, fraud concern, unresolved guest issue, tax issue, legal hold, safety issue, incident review, or reconciliation mismatch reasonably requires withholding or delayed closure, the parties should complete full and final settlement of all undisputed amounts, commissions, refunds, payment items, reconciliation items, and provider dues connected with the marketplace relationship within the same 7 calendar day notice period.

19.5. Refuje may suspend, pause, restrict, delist, or terminate a provider profile, activity listing, lead flow, marketplace access, settlement process, or provider participation immediately, with or without prior notice, where Refuje reasonably believes that urgent action is required for legal, safety, guest-protection, data-security, payment, fraud-prevention, brand-protection, reconciliation, operational, or marketplace-integrity reasons.

19.6. Where the issue is not urgent, Refuje may provide notice to the provider and may allow a reasonable opportunity to cure the issue. Refuje is not required to provide a cure period where the breach is serious, repeated, unresolved, involves guest data misuse, safety risk, unauthorized payment collection, guest poaching, misleading guest communication, unauthorized use of Refuje materials, CRM misuse, false reporting, tax or invoice risk, or exposes Refuje to unacceptable legal, financial, reputational, operational, or marketplace risk.

19.7. On suspension, expiry, or termination, the provider must promptly:

19.7(a). stop representing that it is listed, approved, endorsed, verified, partnered, or actively distributed by Refuje unless Refuje confirms otherwise in writing;

19.7(b). stop using Refuje's name, brand, marks, content, guest journeys, QR-linked flows, legal documents, communication templates, listing formats, screenshots, workflows, or other Refuje materials;

19.7(c). stop using Refuje-sourced guest data except where retention is lawfully required for a completed activity, accounting, legal, audit, dispute, reconciliation, or compliance purpose;

19.7(d). stop direct marketing, solicitation, CRM use, WhatsApp broadcast use, or database use involving Refuje-sourced guests unless expressly approved by Refuje in writing and lawful;

19.7(e). remove, transfer, disable, or stop using any unauthorized Refuje-branded page, handle, listing, group, channel, advertisement, communication channel, or public material upon Refuje's request;

19.7(f). cooperate with Refuje to close open enquiries, guest support issues, safety incidents, payment disputes, refund disputes, reconciliation items, legal proofs, or guest complaints connected with Refuje-routed activity flows.

19.8. Suspension or termination does not affect rights or obligations that accrued before suspension or termination, including payment, settlement, reconciliation, tax, invoice, confidentiality, data-protection, IP, indemnity, limitation-of-liability, audit, record-retention, dispute, enforcement, and claim-defense obligations.

19.9. Refuje may retain records reasonably required for legal compliance, guest support, safety review, complaint handling, payment or commission reconciliation, fraud prevention, tax review, regulatory response, audit integrity, enforcement, and defense of claims, including term versions, body hashes, acceptance evidence, communications, enquiry records, listing records, guest-source records, QR/access logs, support records, payment/reconciliation records, takedown records, and incident records.

20. Governing Law And Jurisdiction

20.1. These Provider Marketplace Terms shall be governed by the laws of India.

20.2. Subject to mandatory legal requirements and any forum that cannot lawfully be excluded, the courts at Shimla, Himachal Pradesh, India shall have jurisdiction over disputes arising out of or relating to these Provider Marketplace Terms.

21. Contact

21.1. Refuje Experiences Private Limited Email: myrefuje@gmail.com Grievance Officer: Rajesh Thakur Phone: +91-7807740707

22. Updates To These Terms

22.1. Refuje may update these Provider Marketplace Terms from time to time to reflect changes in law, product structure, marketplace operations, risk controls, safety requirements, data obligations, reconciliation, or the structure of its commercial relationships.

22.2. Refuje may notify the provider of a material update through the website, dashboard, email, WhatsApp, a legal-acceptance flow, or another reasonable communication channel.

22.3. A later version will replace an earlier version prospectively only after the provider accepts or approves it through an authorized online acceptance, eSign, signed document, written confirmation, or continued use after clear notice where that method is permitted by applicable law. Refuje may retain the applicable version, body hash, notice, acceptance and continued-use evidence. Publication by itself does not retrospectively change accrued rights or the historical version incorporated when an Activity Provider Commercial Contract was signed.

22.4. No update to these Provider Marketplace Terms will amend the fees, commissions, revenue share, invoicing terms, payment obligations, settlement timelines, or other commercial terms stated in an Activity Provider Commercial Contract unless Refuje and the provider expressly agree to that amendment in writing.

Schedule 1. Provider Activity Register and Versioned Publishing

S1.1. Refuje will assign the Provider a permanent public Activity Register URL. The URL recorded in the Provider's execution document identifies the Provider's register and will not change if a marketing slug, activity title, or display URL changes.

S1.2. Each activity version that Refuje publishes for the Provider will be recorded in that Activity Register with an opaque proof reference, a content hash, its relationship to the preceding version, and the available publication, unpublication, and archival timestamps. Removing an activity from sale or public discovery does not erase that evidence.

S1.3. The Provider is responsible for the accuracy, legality, safety, delivery, pricing information, inclusions, exclusions, restrictions, licensing information, media, and other Provider-supplied or Provider-approved particulars of every activity version recorded as published in its Activity Register. The Provider must promptly notify Refuje of any inaccuracy or required takedown.

S1.4. Refuje's review, formatting, publication, versioning, or display of an activity does not make Refuje the operator of an independently provided activity and does not reduce the Provider's obligations under these Provider Marketplace Terms.

S1.5. Refuje may require a separate activity-specific confirmation, approval, offline proof, or eSign for any activity or version at its discretion. A separate activity proof supplements these Provider Marketplace Terms; it does not replace or revoke an earlier completed proof or erase an earlier Activity Register record.

S1.6. Drafts and review decisions may be retained for audit purposes. Only a version affirmatively recorded as published in the public Activity Register is represented by that register as having been made live by Refuje.