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Document key: vendor-agreement-v1 · Current version: 1.0.0 · Effective 2026-05-28

Vendor / Supplier Agreement

Document key: vendor_agreement_v1 Version: 1.0.0 Effective date: 2026-05-28

DRAFT — pending legal review. Counsel review required before launch, particularly Sections 5 (warranties), 8 (indemnity), and 9 (insurance).

This Vendor Agreement ("Agreement") governs the relationship between Simple AI Solutions Private Limited ("Prayana") and the partner business ("Vendor", "you") that lists Activities, Holiday Packages, Transport Services, or other travel inventory on the Prayana platform.

You accept this Agreement during onboarding by clicking "I accept" in the final step of the Vendor Onboarding wizard. The Platform records the version of this Agreement you accepted, the natural person who clicked accept (name, designation, email), the IP address, and the timestamp.

1. Vendor status

1.1 You are an independent contractor. Nothing in this Agreement creates an employer-employee, partnership, joint-venture, or franchise relationship with Prayana.

1.2 You operate under your own legal entity, your own statutory registrations (GST, FSSAI, RTO, MoT Adventure Tour Operator recognition, etc., to the extent applicable to your category), and your own insurance.

2. Onboarding documents and KYC

2.1 You will provide and keep current:

  • Identity proof of authorised signatory (PAN, Aadhaar / DigiLocker);
  • Business proof (Certificate of Incorporation, GST registration, or proprietorship declaration);
  • Bank account proof (cancelled cheque or bank-letter);
  • Category-specific licences (FSSAI for food, MoT Adventure Tour Operator recognition / state-tourism approval for adventure, Forest Department permit for wildlife, RTO Rent-a-Cab licence for self-drive, Permit + Fitness + Pollution + Insurance documents per vehicle for transport).

2.2 Misrepresentation in KYC is a material breach. Prayana may suspend payouts, delist all your inventory, and report the matter to the relevant regulator.

3. Listing accuracy

3.1 You warrant that every detail you publish (title, description, pricing, inclusions, exclusions, schedule, capacity, safety information, photographs, location, age limits) is accurate, current, complete, and not misleading.

3.2 You will update listings within 24 hours of any change to capacity, schedule, price, or safety status. Stale availability is a material breach.

3.3 Photographs must be of your actual property, vehicle, or activity. Stock photographs and competitor photographs are prohibited.

4. Pricing, commission, and payouts

4.1 You set the gross price for your Service. Prayana applies its commission as agreed during onboarding (typically 10–20% depending on category, displayed on your Vendor dashboard).

4.2 Payment is collected from the Customer by Prayana's payment processor (Razorpay) at booking. After Service completion and the dispute window (see Section 7), Prayana settles your net payout to your registered bank account on a T+7 weekly cycle, or as separately agreed.

4.3 Prayana deducts:

  • the agreed commission;
  • TDS under section 194-O of the Income-tax Act, 1961 (1% of the gross, subject to threshold);
  • TCS under section 52 of the CGST Act, 2017 (0.5% CGST + 0.5% SGST or 1% IGST as applicable);
  • chargeback / refund amounts (where attributable to you under Section 7).

4.4 You will issue a GST tax invoice to the Customer (or to Prayana, where Prayana acts as principal aggregator) within the timeline mandated by the CGST Rules.

REVIEW: counsel + CA required before launch — confirm 194-O applicability per latest CBDT circulars; confirm whether Prayana issues invoice on Vendor's behalf (e-commerce operator under section 9(5) of CGST Act for select categories such as restaurants and cabs).

5. Vendor warranties

5.1 You warrant that:

  • you hold all licences, registrations, permits, and insurances required by law for the Services you list;
  • your Services comply with all applicable health, safety, environmental, and consumer-protection laws;
  • you will not discriminate against any Customer on grounds of caste, religion, gender, sexual orientation, disability, or nationality (except where required by visa law);
  • your staff, guides, and drivers are background-checked and trained;
  • the Services do not infringe any third party's intellectual property;
  • nothing in your listing or Service exploits or endangers minors.

6. Customer service and disputes

6.1 You will respond to Customer messages on the Platform within 12 hours during business hours.

6.2 Disputes are first handled via Prayana's dispute workflow. Prayana may at its discretion hold the payout for a disputed booking until the dispute is resolved.

6.3 You agree to be bound by reasonable dispute determinations by Prayana, provided they are evidence-based and consistent with the listing-tier cancellation policy.

7. Cancellations, refunds, chargebacks

7.1 Refunds under the listing's cancellation tier are processed automatically and netted against your payout.

7.2 Vendor-initiated cancellations (you cannot deliver the Service) entitle the Customer to a full refund and Prayana may levy a service-recovery fee equal to the original commission to cover Customer goodwill.

7.3 Chargebacks lost in defence due to your failure to provide evidence (voucher, attendance log, communication trail) are debited from your payout.

8. Indemnity (reverse-indemnity from Vendor to Prayana)

8.1 You indemnify, defend, and hold Prayana harmless from and against any and all claims, demands, suits, damages, losses, costs (including reasonable legal fees), and liabilities arising out of or in connection with:

  • bodily injury, illness, death, or property damage suffered by any Customer, Customer's family, third party, or your own staff in connection with your Service;
  • your breach of any warranty, representation, or obligation under this Agreement;
  • your breach of applicable law (including labour, tax, GST, motor-vehicle, food-safety, environment, anti-bribery, data-protection laws);
  • infringement of any third party's IP, privacy, or publicity rights by your listing content;
  • any government penalty levied on Prayana due to your act or omission.

8.2 This indemnity survives termination of this Agreement.

9. Insurance

9.1 You will maintain at your own cost, for the duration of this Agreement and for 24 months thereafter:

  • Commercial General Liability insurance of not less than ₹50 lakh per occurrence, with Prayana named as additional insured;
  • Public Liability insurance as required by your sector (Adventure Tour Operator policy, Motor Vehicle Act for transport, etc.);
  • Workers' compensation for your staff as required by the Employees' Compensation Act, 1923 or ESI Act, 1948.

9.2 You will provide a Certificate of Insurance on onboarding and on renewal.

REVIEW: counsel required before launch — minimum insurance quantum per category; adventure-vendor sub-limit per MoT 2018 guideline; transport vendor third-party motor insurance verification.

10. Data protection (DPDP Act, 2023)

10.1 Customer personal data shared with you through the Platform (name, contact details, traveller details) is shared for the sole purpose of delivering the booked Service.

10.2 You act as a Data Processor with respect to that Customer data; Prayana is the Data Fiduciary. You will:

  • process Customer data only for the booked Service;
  • not retain Customer data beyond 24 months after Service completion (except as required by tax/regulatory law);
  • not export Customer data outside the Platform for marketing or to third parties;
  • implement reasonable security safeguards (encryption at rest, access control, breach logging);
  • notify Prayana within 24 hours of any personal-data breach.

11. Suspension and termination

11.1 Prayana may suspend your listings or terminate this Agreement for material breach (KYC fraud, repeated low Customer ratings, safety incident, regulatory order, repeated chargebacks).

11.2 You may terminate this Agreement with 30 days' notice after settling all active bookings.

11.3 Surviving clauses: 4 (settlement of outstanding amounts), 5, 8, 9, 10, 12.

12. Governing law

This Agreement is governed by the laws of India. Courts in Bengaluru, Karnataka have exclusive jurisdiction. Disputes are first referred to mediation under the Mediation Act, 2023.

13. Vertical-specific addenda

The following addenda automatically apply where you list the corresponding category:

Last updated: 2026-05-28. DRAFT for internal legal review.