Supplier Agreement

1. Definitions

• Activity — a single tourism/leisure experience offered by the Operator.
• Booking — a Customer’s confirmed reservation of an Activity.
• Customer — the end traveller who books an Activity.
• Operator-Customer Contract — the contract for the Activity, concluded directly between the Operator and the Customer.
• Retail Price — the all-in price (incl. IVA) set by the Operator and shown to the Customer.
• Commission / Application Fee — the commission rate agreed for the Operator’s account and shown in its payout settings in the DoAzores dashboard, applied to the Retail Price and retained by the Platform per Completed Booking.
• Content — descriptions, images, availability, pricing and other materials the Operator supplies for listing.

2. Appointment & role (disclosed intermediary + payment-collection agent)

2.1 The Operator appoints the Platform as its non-exclusive intermediary and marketing/distribution partner to display Activities and facilitate Bookings.

2.2 The Platform acts as a disclosed intermediary in the name and on behalf of the Operator (em nome e por conta do Operador) and, via its payment service providers, collects payment from Customers on behalf and for the account of the Operator. The Platform is not the seller of the Activity, never acquires or takes title to the Activity for resale, and takes no ownership, pricing or performance risk in it.

2.2-bis The Platform’s remuneration is a commission on the Operator’s own sale — not a resale margin between a purchase price and a resale price. The Platform neither buys nor resells the Activity; it is remunerated only by the Commission / Application Fee for its intermediation and distribution services.

2.3 The Operator is the seller and merchant of record, is responsible for providing the Activity, and issues the customer invoice (fatura).

2.4 Nothing in this Agreement creates an employment, partnership, joint venture, or commercial-agency relationship; see clause 17.

3. The Operator-Customer Contract

3.1 Each Booking forms an Operator-Customer Contract directly between the Operator and the Customer. The Platform is not a party to it and assumes no responsibility or liability for the Activity or for the Operator’s acts or omissions.

3.2 The Operator’s own terms and cancellation policy govern that contract and must be available to the Customer before Booking.

4. Not a package-travel organiser

4.1 The Platform lists and intermediates single Activities only and does not combine or offer, at an inclusive price or under a single contract, two or more different types of travel service. The Platform is not a travel agency, organiser or retailer of packages or linked travel arrangements within Directive (EU) 2015/2302 or Decreto-Lei 17/2018. The Operator shall not use the Platform to assemble packages.

5. Operator warranties & obligations

The Operator represents, warrants and undertakes, on a continuing basis, that it:

• (a) holds and maintains a valid RNAAT registration (Registo Nacional dos Agentes de Animação Turística / applicable Azores regional registration, DL 108/2009) and all other licences, permits and authorisations required to provide the Activities;
• (b) holds and maintains the mandatory insurance required by DL 108/2009 and any other law applicable to its Activities (civil liability and, where applicable, personal-accident/assistance cover) with a reputable insurer, with cover not below the applicable legal minimum, and will provide certificates on request;
• (c) provides the Activities safely, with properly trained and qualified staff, in compliance with all applicable safety, health, consumer and other laws;
• (d) is tax-compliant, applies correct IVA and issues the fatura to the Customer;
• (e) supplies accurate, lawful, non-misleading and up-to-date Content, and owns or is licensed to use all IP in it;
• (f) has full authority to enter into this Agreement and Operator-Customer Contracts;
• (g) for marine / nautical Activities (e.g. boat tours, whale/dolphin watching, diving), holds and maintains — in addition to (a) and (b) — a valid maritime-tourism operator licence (operador marítimo-turístico, DL 269/2003; in the Açores issued by the Direcção Regional de Políticas Marítimas), valid registration and insurance of the vessels used, and, for cetacean observation (whale watching), the annual whale-watching tourism-exploitation licence issued by the Regional Directorate of Tourism (DLR 9/1999/A and related Açores regional legislation).

6. Listings, content & IP licence

6.1 The Operator grants the Platform a non-exclusive, worldwide, royalty-free, sublicensable licence to host, display, reproduce, translate, adapt and use the Content on the Platform and in online/offline marketing, for the duration of listing and a reasonable wind-down period. Underlying ownership is reserved to the Operator.

6.2 The Operator is responsible for keeping availability and pricing accurate to avoid overbooking.

6.3 Licence display. The Operator authorises and requires the Platform to display the Operator’s RNAAT / maritime-tourism registration number and head-office location on each listing, as required by DL 108/2009 for all commercial communications (including online). The Operator warrants that each registration/licence number it provides is accurate and current, and will notify the Platform of any change, suspension or revocation without delay.

6.4 Ranking transparency (Reg. (EU) 2019/1150 — P2B). The main parameters determining how Activities are ranked on the Platform, and the reasons for their relative importance, are set out in the Platform’s ranking-transparency statement made available to the Operator. The Platform will give reasonable notice of material changes to those parameters.

7. Pricing, commission & payment

7.1 The Operator sets the Retail Price. The Platform retains the Commission / Application Fee at the rate agreed for the Operator’s account and shown in its payout settings in the DoAzores dashboard.

7.2 Payment is settled via Stripe Connect: the charge is made on the Operator’s connected account and the Platform retains only its Application Fee. Payouts are netted against (i) the Fee, (ii) applicable taxes, (iii) refunds/chargebacks, and (iv) any other amounts owed.

7.3 The Operator bears all chargebacks, refunds and payment reversals relating to its Activities. The Platform may withhold or set off such amounts against sums payable to the Operator.

7.4 Any increase to the Commission takes effect on ≥ 30 days’ prior notice (Reg. (EU) 2019/1150).

8. Invoicing

8.1 The Operator issues the customer fatura in its own name. The Platform issues its own commission invoice to the Operator.

8.2 Optional self-billing (V2): if the parties agree that the Platform issues customer invoices on the Operator’s behalf (faturação por terceiros, em nome e por conta), this requires (i) a prior written agreement, (ii) the Operator’s acceptance of each invoice’s content, (iii) the wording “autofaturação”, and (iv) registration of the invoice series at the Portal das Finanças (CIVA art. 36.º n.º 11).

9. Cancellations & refunds

9.1 The Operator’s cancellation policy governs and is disclosed pre-Booking. The Operator funds all refunds due to the Customer.

9.2 On force majeure preventing the Activity, the Operator will cancel and offer a full refund (a voucher only where permitted by law and accepted by the Customer).

9.3 If the Operator cancels a confirmed Booking without cause, the Platform may charge a reasonable cancellation fee and/or refund the Customer from amounts owed to the Operator.

10. Data protection

10.1 In respect of Customer personal data each party is an independent controller and determines its own purposes and means (Art. 26 GDPR is not engaged). Each complies with the GDPR/RGPD and Lei 58/2019.

10.2 For any transfer to an Operator outside the EEA, the EU Standard Contractual Clauses are incorporated by reference.

10.3 Each party notifies the other without undue delay of any personal-data breach affecting shared data.

11. Liability

11.1 Neither party is liable for indirect or consequential loss, loss of profit, goodwill or data.

11.2 Subject to 11.3, the Platform’s aggregate liability to the Operator is capped at the total Commission/Fees earned from that Operator in the three (3) months preceding the event giving rise to the claim.

11.3 Nothing excludes or limits liability that cannot be excluded by law — including liability for death or personal injury, for damage to physical, moral integrity or health, or for wilful misconduct or gross negligence (DL 446/85 art. 18.º; Código Civil arts. 800.º/809.º).

12. Indemnity

The Operator indemnifies and holds the Platform harmless against all third-party claims, losses, liabilities, damages, fines and reasonable costs (incl. legal fees) arising out of (a) the Activities and the Operator’s operations, (b) the Content or the Operator’s marks, (c) the Operator’s breach of this Agreement or of law, or (d) taxes.

13. Term, suspension, de-listing & termination

13.1 This Agreement runs until terminated. Either party may terminate for convenience on 30 days’ notice.

13.2 The Platform may suspend, restrict or de-list the Operator where it breaches this Agreement, lacks valid RNAAT/insurance, or acts against Customers’ legitimate interests. Except where prohibited by law or for serious cause, the Platform will give a statement of reasons and prior notice (Reg. (EU) 2019/1150).

13.3 The Platform may amend this Agreement on ≥ 15 days’ notice; the Operator may terminate before changes take effect.

13.4 Either party may terminate immediately for material uncured breach or insolvency.

14. Confidentiality

Each party keeps the other’s non-public information confidential and uses it only to perform this Agreement.

15. Platform-operator reporting (DAC7)

The Platform is a Reporting Platform Operator under Directive (EU) 2021/514 (DAC7, as transposed in Portugal). The Operator provides the seller information required for the Platform’s reporting obligations.

16. Compliance

The Operator complies with applicable anti-bribery, sanctions and anti-money-laundering laws.

17. No agency / no clientele indemnity

17.1 The Operator has no exclusive territory or customer base; the Platform has no stable mandate to negotiate or conclude contracts in the Operator’s name with autonomy. The relationship is mere intermediation / marketplace facilitation, not a contrato de agência.

17.2 To the extent permitted, the parties agree that DL 178/86 does not apply and the Operator is not entitled to any clientele indemnity (indemnização de clientela).

18. General

Force majeure; no assignment without consent (Platform may assign to a group company); notices to hello@doazores.com and the Operator’s registered email; entire agreement; severability (a void clause is severed, the rest survives).

19. Governing law & jurisdiction

This Agreement is governed by Portuguese law. The Judicial Court of the District of the Azores (Comarca dos Açores), Ponta Delgada, has exclusive jurisdiction (B2B).

20. Acceptance

The Operator accepts this Agreement electronically at onboarding. The Platform stores the accepted version, timestamp and identifier. Material changes require re-acceptance.