B2B Partner, Agent & Channel Partner Terms

These B2B Partner, Agent, and Channel Partner Terms ("B2B Terms") constitute a legally binding agreement between Whispering Earth LLP (hereinafter referred to as "the Company", "we", "us", or "our") and any registered travel agent, tour operator, consolidator, channel partner, or corporate affiliate (hereinafter referred to as "the Partner", "B2B Partner", or "You") who accesses our B2B portal, inventory, or api systems, or makes online or offline bookings on behalf of end-consumers.

By registering as a B2B Partner or booking any services through our offline or online channels, you accept and agree to comply with these B2B Terms.

1. RELATIONSHIP OF PARTIES

1.1. Independent Contractors: The relationship between the Company and the Partner is strictly that of independent contractors. Nothing in these B2B Terms shall be construed to create a partnership, joint venture, principal-agent, or employer-employee relationship.

1.2. No Authority to Bind: The Partner has no authority to make any representations, warranties, promises, or legal commitments on behalf of the Company without our express prior written authorisation.

2. BOOKING PROTOCOLS AND PASSENGER DATA RESPONSIBILITY

2.1. End-Traveler Consent: The Partner warrants and guarantees that they have obtained explicit, legally valid consent from the end-travelers regarding the Company’s Customer Master User Agreement (B2C), cancellation timelines, and specific eco-tourism/wildlife disclaimers before confirming any booking.

2.2. Data Accuracy: The Partner is solely responsible for entering accurate, complete, and legally verifiable passenger information (including full legal names matching government IDs, age, medical conditions, and contact details). The Company shall bear zero liability for rejections, permit cancellations, or check-in denials resulting from typographical mistakes or erroneous data provided by the Partner.

2.3. Communication Ownership: It is the Partner's sole obligation to pass on all booking confirmations, dynamic schedule updates, delay alerts, or safety circulars issued by the Company to the end-traveller in a timely manner.

3. FINANCIAL TERMS, COMMISSIONS, AND CREDIT CYCLES

3.1. Pricing and Dynamic Tariffs: All B2B rates, net rates, and commission models shared with the Partner are confidential and proprietary to the Company. These rates are subject to change without notice due to seasonal eco-resort surcharges, airline fuel fee increases, or forest department tariff modifications until a formal booking voucher is fully issued.

3.2. Credit Limits and Balances:

• If the Company grants a credit facility or maintains a rolling wallet/balance account for the Partner, the Partner must strictly operate within the approved limits and clear outstanding invoices within the stipulated credit cycle days.
• The Company reserves an absolute right to freeze the Partner’s B2B login access and automatically suspend or cancel all pending, unutilized booking vouchers if the Partner breaches their credit limit or defaults on an invoice deadline.

3.3. Non-Payment Penalties: If a Partner's payment fails or is delayed, and the underlying third-party supplier (e.g., Hotel, eco-lodge, safari operator/last mile tour operator/ guide / logistics and transportation partner ) cancels the inventory, the Company bears zero liability to the Partner or the end-traveller. The Partner shall remain fully liable to indemnify the Company for any supplier-imposed cancellation penalties.

4. B2B PARTNER CANCELLATIONS, AMENDMENTS, AND REFUNDS

4.1. Supplier Precedence: All cancellation or modification requests initiated by the Partner are governed strictly by the terms of the underlying third-party eco-resorts, transport providers, and forest departments.

4.2. Permit Absolute Non-Refundability: The Partner explicitly acknowledges that national park safari permits, wildlife sanctuary bookings, and governmental inner-line/protected-area permits are completely non-refundable and non-transferable. The Partner cannot claim refunds or invoice adjustments from the Company if their client decides to cancel or fails to show up.

4.3. Refund Adjustments: Approved refunds will be credited back to the Partner’s original payment route or B2B wallet balance, minus any applicable third-party supplier fees and a standard administrative handling charge levied by the Company. The Company will not interact with or issue refunds directly to the Partner's end-consumers.

5. PARTNER REPRESENTATIONS AND WILDLIFE ECO-COMPLIANCE

5.1. Compliance with Nature Norms: The Partner agrees to strictly educate their end-consumers on local environmental codes, waste-management limits, and wildlife sanctuary protocols.

5.2. No Misrepresentation: The Partner shall not misrepresent the standards of luxury, accessibility, or utility structures of remote eco-resorts, homestays, or farmstays to the end-consumer. The Partner must explicitly inform their clients that urban luxuries (such as 24/7 high-speed internet or continuous backup air-conditioning) may be unavailable due to protected terrain constraints.

6. INDEMNITY AND LIMITATION OF LIABILITY

6.1. Partner Indemnity: The Partner agrees to defend, indemnify, and hold harmless the Company, its directors, and employees against any and all claims, liabilities, lawsuits, consumer court actions, damages, or losses (including attorneys’ fees) brought by end-travelers or third parties arising out of the Partner’s negligence, misrepresentation, billing disputes, or failure to communicate booking terms.

6.2. Liability Cap: To the maximum extent permitted by Indian law, the Company's cumulative liability to the Partner for any single transaction or multiple occurrences combined shall never exceed the net amount received by the Company from the Partner for that specific booking voucher.

6.3. No Indirect Loss: The Company shall not be liable to the Partner for any loss of profits, loss of business opportunity, reputational damage, or incidental penalties incurred due to booking alterations or force majeure disruptions.

7. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

7.1. Non-Disclosure: The Partner shall maintain strict confidentiality regarding all proprietary information obtained from the Company, including B2B dashboard layouts, API protocols, custom curations, net rates, and unique itinerary designs.

7.2. Brand Protection: The Partner shall not use the trademark, logo, or brand names belonging to the Company or myecotour.in in any ad campaigns, domain registrations, or public marketing materials without explicit written authorization from our marketing desk.

8. GOVERNING LAW AND JURISDICTION

8.1. These B2B Terms, along with any commercial invoices, transactions, or agent disputes arising out of them, shall be governed exclusively by the laws of India.

8.2. Any legal proceedings, arbitrations, or consumer-related escalations arising between the Company and the Partner shall be subject to the exclusive jurisdiction of the competent courts located in Mumbai, Maharashtra, India.