Founding Partner Terms and Conditions

Activation date

The date on which a Partner is approved and made live on the Platform.

Booking

A confirmed reservation made through the Platform.

Completed booking

A tour fully performed by the Partner with no outstanding refund, dispute, or chargeback.

Commission

The fee computed on the Gross Tour Price as set out in Clause 6, unless otherwise agreed in writing.

Customer

The end-user who books a tour through the Platform.

Gross tour price

The total price of the tour as set by the Partner and payable by the Customer, before deduction of the Platform's commission. For commission computation, this is the final price agreed with the Customer at the time of booking, unless otherwise agreed in writing.

Partner

Any duly registered tour operator or travel agency that has completed onboarding and been activated on the Platform.

Platform / Platform Operator

Tourspalawan.com, operated by JT Tech Solutions OPC, a one-person corporation duly organized under the laws of the Republic of the Philippines, with principal office at San Lorenzo, Poblacion, Taytay, Palawan.

These General Terms and Conditions ("Terms") govern the listing, promotion, booking facilitation, and settlement of tour services offered by a Partner through Tourspalawan.com. By submitting an application at onboard.tourspalawan.com and being activated on the Platform, a Partner agrees to be bound by these Terms.

• The Platform Operator acts solely as a digital booking facilitator and marketplace.
• The Partner is the independent service provider and seller of record. The contract for each tour is formed directly between the Partner and the Customer.
• No agency, employment, partnership, or joint venture is created between the Platform Operator and any Partner.
• Every booking constitutes a direct contractual relationship between the Customer and the Partner.
• The Customer acknowledges that purchasing any tour creates an agreement between the Customer and the Partner, not with the Platform Operator, and the Platform Operator is not a party to that agreement.
• Each party is solely responsible for its own obligations, liabilities, taxes, and legal compliance. Neither party assumes or creates liability on behalf of the other.

The Platform Operator lists and promotes Partner tours, facilitates bookings, enables payment processing through a third-party payment service provider, and provides communication support.

The Platform does not provide, operate, guarantee, or supervise tour services, and is not considered the seller or provider of any tour. For payment processing, the Platform Operator may act as the merchant account holder with the payment service provider — a role limited strictly to payment facilitation, creating no obligation or liability as seller of the tours themselves.

The Platform Operator may, upon reasonable notice, request documentation or conduct verification to confirm compliance with pricing, booking, and regulatory obligations.

Partners who activate under the Founding Partner Program pay a commission of five percent (5%) of the Gross Tour Price. This introductory rate applies until the earlier of twelve (12) months from the Partner's activation date or two hundred (200) Completed Bookings, whichever comes first.

After the Founding Partner period ends, the standard commission rate applies, within the industry range of eight to fifteen percent (8%–15%), as mutually agreed in writing between the Partner and the Platform Operator. Partners onboarding outside the Founding Partner Program are subject to the standard rate from activation, as communicated during onboarding.

Commission is deemed earned upon a Completed Booking.

Remittance schedule

Deposits are settled weekly, every Friday or T+7 days from collection, less platform commission, payment gateway fees, and any refunds or chargebacks. Where creditable withholding tax on a transaction is deducted at source by the payment service provider under applicable BIR regulations, the Platform Operator will not apply additional withholding on the same transaction; any such withholding tax is credited to the Platform Operator as the registered merchant account holder.

Security reserve

The Platform Operator may retain a rolling reserve of up to five percent (5%) of remittances for up to forty-five (45) days after a Completed Booking, to cover potential chargebacks, refunds, or disputes. The reserve is released automatically after forty-five (45) days unless a valid claim is pending, in which case the Platform Operator will give written notice with a detailed explanation. The reserve may be released earlier by mutual agreement.

Withholding for disputes

The Platform may withhold funds for suspected fraud, disputes, or regulatory review for a reasonable period not exceeding thirty (30) days, with prior written notice stating the reason and expected resolution timeline.

All settlements are subject to reconciliation and adjustment in case of errors, system discrepancies, or regulatory requirements.

Settlement formula

Partner responsibilities

• Issue official receipts for the full Gross Tour Price of each booking.
• Declare and remit value-added tax (VAT) or other applicable taxes on its tour services.
• Comply with all Bureau of Internal Revenue (BIR) requirements.

The Partner is the seller of record and remains solely responsible for all taxes arising from the full tour value, including the 80% balance paid directly to the Partner.

Platform responsibilities — commission only

• Recognize only its commission as income.
• Issue invoices to the Partner for commission earned.
• Declare and remit all taxes due solely on its commission income.

Withholding tax on processed amounts

Collection, deduction, and remittance of any applicable creditable withholding tax (CWT) on transactions processed through the Platform is the responsibility of the Platform Operator. If the payment service provider does not perform withholding, the Platform Operator acts as withholding agent solely with respect to the reservation deposits (20% of the Gross Tour Price) actually collected and processed through the Platform. In such cases, the Platform Operator will compute and deduct the applicable CWT on the amounts it processes, remit withheld taxes to the BIR within prescribed deadlines, and issue BIR Form 2307 to the Partner monthly or upon request.

Limitation of withholding obligation

The Platform Operator's withholding obligation is strictly limited to the 20% deposit portion processed through the Platform. It has no withholding, remittance, or other tax obligation or liability with respect to the 80% balance paid directly by the Customer to the Partner. All taxes on the full Gross Tour Price remain the Partner's sole responsibility.

Cooperation and tax independence

The parties agree to cooperate in good faith on proper tax reporting and to avoid duplicate withholding. The Platform Operator will provide a monthly summary of withheld taxes and the corresponding BIR Form 2307 (or equivalent). Each party remains solely responsible for its own tax obligations; nothing in these Terms creates joint tax liability or requires either party to assume the other's tax obligations, except the limited withholding obligation on processed deposits described above.

All customer payments are processed through a BSP-licensed payment service provider. The Platform does not directly process or hold funds outside such regulated systems. The payment processor handles transactions, deducts fees, assists in settlement, and complies with BSP regulations.

The Platform Operator does not act as a trustee, escrow agent, or fiduciary with respect to any funds collected. All processed funds are handled by the payment service provider under applicable BSP regulations.

Both the Partner and the Platform Operator shall comply with Anti-Money Laundering laws, KYC/KYB requirements, and BSP regulations. The Platform may suspend transactions in connection with suspected fraud, chargebacks, or regulatory concerns.

To be onboarded, a Partner must submit:

• DTI or SEC registration
• Mayor's permit
• Government-issued ID of the authorized representative
• Tax Identification Number (TIN)
• Tourism accreditation — any of DOT, PTAA, or IATA
• Bank account details for settlement

The Platform may verify submitted documents, request additional documentation, and reject incomplete applications.

Application

Applications are submitted through onboard.tourspalawan.com, where the Partner provides business details, tour offerings, pricing, operational capacity, and compliance documents.

Verification and approval

The Platform reviews all documents, validates authenticity, and assesses risk and compliance. Activation occurs only after full document verification, acceptance of these Terms and any applicable policies, and completion of payment setup. The Platform may grant conditional approval pending completion of outstanding requirements.

Dashboard access

Once onboarding begins, the Partner may access a dashboard to track application status, upload documents, and manage its account.

Ongoing compliance and revocation

The Partner must maintain valid permits at all times. The Platform may revoke access on account of false information, expired permits, regulatory risk, or service violations.

• Operate legally and deliver safe tour services.
• Honor all confirmed bookings.
• Maintain pricing transparency.
• Comply with applicable industry and safety standards.
• Maintain reasonable service standards, including timely communication, adherence to confirmed schedules, and professional conduct toward Customers.
• Maintain adequate public liability and tour-operator insurance coverage, with a minimum of ₱1,000,000 per occurrence, and provide proof of coverage upon the Platform Operator's reasonable request.

The Platform Operator will provide documentation of withholding taxes applied through the payment service provider, and both parties agree to cooperate in good faith on proper tax reporting and compliance.

The Partner is solely responsible for the operation, safety, quality, and delivery of all its tours. The Platform Operator is not liable for any loss, damage, accident, injury, service failure, or dispute arising from a Partner's tours, except where caused by the Platform Operator's own gross negligence or willful misconduct.

A Partner's indemnity obligation to the Platform Operator is capped at the total commission earned by the Platform Operator from that Partner in the twenty-four (24) months immediately preceding the claim, or ₱500,000, whichever is greater — except that this cap does not apply to claims arising from the Partner's fraud or intentional misrepresentation. The Platform Operator will give the Partner prompt written notice of any claim and cooperate in its defense.

The Platform does not guarantee the quality, safety, or legality of any tour. All tour services remain the sole responsibility of the Partner.

Refunds are governed by each Partner's own published cancellation policy, which must be clear and accessible to Customers. The Partner is primarily responsible for processing refunds; the Platform may facilitate communication and adjust settlements accordingly.

Chargebacks or disputes are investigated by the Platform Operator with the Partner's cooperation. Any resulting losses, including gateway fees, are borne by the Partner and may be recovered from future remittances or the security reserve, and the Platform Operator may offset such losses against future remittances or reserves without further consent.

Where the payment gateway or a mutual agreement determines that the Partner was not at fault, the Platform Operator will bear fifty percent (50%) of any payment-gateway fees or penalties incurred, with the remaining losses continuing to be borne by the Partner.

Each Partner grants the Platform a non-exclusive, royalty-free license to use, display, and promote the Partner's logos, photos, descriptions, and content solely to list and market the Partner on the Platform. Neither party may misuse the other's trademarks or branding.

Both parties shall fully comply with the Data Privacy Act of 2012 (RA 10173) and its Implementing Rules and Regulations. The Platform Operator acts as the Personal Information Controller for personal data collected through the Platform. The Partner acts as a Personal Information Processor with respect to data shared for tour fulfillment. The parties agree to execute a separate Data Processing Agreement if required by law or requested by either party.

Each party shall keep confidential all non-public information disclosed by the other, including pricing, customer data, and platform technology, and use it only to perform under these Terms. This obligation survives termination for three (3) years.

Neither party is liable for delay or failure to perform, other than payment obligations, due to events beyond its reasonable control — including typhoons, earthquakes, floods, wars, government orders, pandemics, or strikes. The affected party shall notify the other promptly and resume performance as soon as practicable. If such an event lasts more than sixty (60) days, either party may terminate.

These Terms take effect on a Partner's activation date and continue until terminated. Either party may terminate for any reason on thirty (30) days' prior written notice. Immediate termination without notice is permitted in cases of fraud, legal violations, reputational risk, or material breach of any provision of these Terms.

Any dispute shall first be settled amicably within thirty (30) days. If unresolved, the parties may submit to mediation. Failing mediation, disputes shall be resolved exclusively by the courts of Taytay, Palawan, Philippines.

These Terms are governed by the laws of the Republic of the Philippines. Together with any applicable partner-specific agreement, they constitute the entire understanding between the parties and may be amended only in writing signed by both parties, or via electronic acceptance through the Partner dashboard where expressly allowed.

Severability

If any provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions remain in full force, and the invalid provision is deemed modified to the minimum extent necessary to make it valid and enforceable.

Waiver

No failure or delay by either party in exercising any right, power, or remedy under these Terms operates as a waiver. Any waiver must be in writing and applies only to the specific instance given.

Survival

Provisions that by their nature should survive termination or expiration continue in full force, including those on liability, indemnification, taxation, data privacy, record keeping, and dispute resolution.

Notices

All required notices shall be in writing and are deemed duly given when delivered personally, by registered mail, courier, or electronic mail to the addresses on file for each party.

Right to modify policies

The Platform reserves the right to update its operational policies, provided reasonable notice is given.

These Terms, and any rights or obligations under them, may not be assigned, transferred, or delegated by either party without the other party's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.

Notwithstanding the foregoing, the Platform Operator may assign or transfer these Terms, in whole or in part, without the Partner's prior consent, to an affiliate or related entity, a successor entity in connection with a merger, acquisition, consolidation, or sale of assets, or any entity acquiring all or substantially all of the Platform Operator's related business. Any attempted assignment in violation of this clause is null and void. These Terms bind and inure to the benefit of the parties and their respective permitted successors and assigns.

A Partner shall not circumvent the Platform by directly or indirectly soliciting, diverting, or encouraging a Customer introduced through the Platform to transact outside the Platform in order to avoid applicable commissions. The Partner shall maintain price parity between its Platform listings and all other publicly available sales channels, unless otherwise agreed in writing with the Platform Operator.

Non-circumvention obligations apply only to Customers first introduced to the Partner through the Platform, and do not apply to repeat customers who independently return without solicitation through Platform channels, or to private, corporate, or group bookings not listed, marketed, or initiated through the Platform. Any booking initiated through the Platform remains subject to the Partner's commission obligations regardless of where it is completed.

A breach of this clause obliges the Partner to pay the Platform Operator liquidated damages equal to two (2) times the commission that would have been earned on the circumvented booking, in addition to any other available remedies.

The Platform Operator may suspend, limit, or remove listings, bookings, or account access in cases of risk, fraud, regulatory concerns, or material service quality issues. Except in cases of imminent fraud, legal violation, or material risk to Customers — where notice will be given as soon as practicable — the Platform Operator will provide reasonable prior notice before exercising these rights.