WingItGuide Vendor Agreement (v1.2)

Version 1.2 · Effective 15 October 2026

Parties: WingItGuide, [email protected] ("WingItGuide", "we", "us") and the business named in your vendor account ("you").

1. Who we are and what we do

Important: WingItGuide is a marketplace, not the operator of any activity. We run an online marketplace where customers find and book activities run by independent vendors. We do not own, operate, organise, supply, control or resell any activity, and we are not a tour operator, guide or co-organiser.

We act only as your limited agent, with authority to do three things on your behalf: (a) show your listings and accept bookings on the terms you set in your listing; (b) collect payment from customers through Paystack (or another processor we choose); and (c) process cancellations and refunds as this agreement and our customer terms allow. We have no other authority to act for you, and you have no authority to act for us.

The contract for the activity is between you and the customer. You are the supplier of the activity, including for the purposes of the Consumer Protection Act, 2008 (CPA). A customer's payment to us discharges the customer's obligation to pay you that amount. You must not say or suggest that WingItGuide runs, provides or is responsible for your activity.

2. Your account

You must give us true, current business, contact, operations-contact and banking details, and keep them up to date. We may approve, pause, or close vendor accounts and listings. Your dashboard unlocks only after we approve you. We may ask for documents to verify your identity, business, licences and insurance, and we may withhold payouts until your bank details are verified.

3. Your listings

You set your activity details, prices (in ZAR), schedules, capacity and cancellation policy. They must be accurate, lawful, safe and not misleading. Your listing is your representation to customers, and you are responsible for it. Each listing must clearly state, before a customer books: what is included; any age, health, fitness, skill or equipment requirements; and any material risks of the activity, including any risk of serious injury or death. Your cancellation policy must be lawful; where the CPA gives a customer a right to cancel an advance booking, you may charge only a reasonable cancellation fee. We may edit listings for format or clarity, or remove them if they break this agreement, the law or our policies. Our editing or approving a listing does not mean we have checked that it is accurate or safe.

4. Commission

We earn a commission on each booking, at the rate agreed individually with you. Your current rate is shown in your vendor portal. We may agree a different rate for a specific activity; where one applies, it is shown against that activity. Rate changes need your agreement or 30 days' notice in the portal. Commission is calculated on the booking price paid by the customer. Commission is charged at your agreed commission rate, inclusive of any applicable taxes.

5. Fees we pass on to you

These costs are yours and are deducted from your payouts:

• card and payment-processing fees (Paystack or other processors) on your bookings;
• chargeback and dispute fees;
• refund costs, including any processing fees that aren't returned to us when a refund is made.

Exceptions: we absorb the original card processing fee (a) for vendor cancellations for Weather, Safety/venue, or Emergency (see 8), matching the customer T&C, and (b) when a customer cancels within your free-cancellation window.

6. Payouts

We pay you the booking amount, minus commission and the fees in section 5, to your verified South African bank account. Payouts are released after a 7-day hold that starts after the activity date. We may hold a payout longer while a chargeback, dispute, complaint, or suspected fraud is open. If what you owe us is more than a payout, the shortfall carries as a negative balance; we deduct it from later payouts or may invoice you. You agree that we may set off any amount you owe us under this agreement against any amount we owe you. Each payout statement shows the commission and fees deducted.

7. Refunds

Customer refunds follow your listing's cancellation policy and any rights customers have under law. If we refund a customer after we have paid you for that booking, the refunded amount (plus any fees under section 5) comes off your next payout. A chargeback decided against a booking is treated as a refund under this section, unless it was caused by our own error.

8. When you cancel

If you cancel a booking, the customer gets a full refund and you must tell them why. If the cancel is not justified (it was in your control, e.g. too few guests, double-booking, staffing, preferring a private group), we charge you that booking's commission plus the card processing fee, deducted from your next payout. Justified reasons are Weather, Safety/venue, or Emergency, as defined in our customer terms. Asking a customer to cancel for you counts as your cancel.

9. Your responsibilities

Important: you alone are responsible for your activity. As between you and WingItGuide, you are solely responsible for delivering the activity as listed and for everything that happens during it, including:

• safety: assessing and managing risks, keeping equipment, vehicles and vessels safe and maintained, giving safety briefings, and having emergency and first-aid procedures;
• licences: holding and keeping current every registration, licence, permit, certificate and approval your activity needs (for example guide registration or vessel and skipper certificates, where they apply);
• staff: using enough trained, qualified and suitably vetted staff and subcontractors. They are yours, not ours, and you are responsible for what they do;
• compliance: following all laws that apply to you and your activity, including consumer protection, health and safety, tax and data protection laws;
• customers: dealing with customer complaints and claims about your activity. If you ask participants to sign your own waiver or indemnity, you are responsible for making sure it is lawful.

This applies equally to free activities and to activities run by volunteers on your behalf. You are responsible for anyone who leads an activity you list.

10. Insurance

Important: you must be insured. You must hold, for as long as you list on WingItGuide, public liability insurance suitable for the nature, risk and capacity of your activity, plus any other cover the law requires for your activity type. You decide what level of cover is suitable; our requirement does not mean we have checked that your cover is adequate. You must show proof when we ask and when your policy renews, and tell us within 2 business days if your cover lapses, is cancelled or is reduced. We may pause your listings until you show valid proof.

11. Your indemnity to WingItGuide

Important: you protect WingItGuide against claims about your activity. You indemnify WingItGuide, and its directors, employees and contractors, and hold them harmless against all claims, demands, proceedings, losses, damages, fines, penalties and costs (including reasonable legal costs) that arise from:

• your activity, including any injury, illness, death, loss or damage to any person or property;
• your listings and anything you tell customers;
• your staff and subcontractors;
• your breach of this agreement or of any law, including missing licences, permits or insurance;
• your handling of customer personal information; and
• any claim made against WingItGuide under the CPA (including section 61) or otherwise, on the basis that WingItGuide supplied, promoted or sold your activity.

This indemnity is reduced to the extent that the loss was caused by WingItGuide's own breach, negligence, fraud or wilful misconduct. We will tell you promptly about any claim covered by this section. You may take over the defence with lawyers we reasonably accept. You must not settle a claim in a way that admits fault for WingItGuide without our written consent. This section survives the end of this agreement. It does not remove any liability a customer can claim under the CPA from anyone in the supply chain; it only decides who carries that cost between you and us.

12. Limits on WingItGuide's liability to you

Important: our liability to you is limited. To the extent the law allows:

• we are not liable to you for indirect or consequential loss, loss of profit, revenue, business or goodwill, or for loss caused by customers, payment processors or other third parties, or by events outside our reasonable control;
• our total liability to you for all claims under or connected with this agreement is limited to the total commission we earned from you in the 12 months before the claim.

These limits do not apply to: (a) payouts we owe you from money we collected on your behalf, less the deductions this agreement allows; (b) our fraud, gross negligence or wilful misconduct; (c) death or personal injury caused by our own act or omission; or (d) any liability, or any right you have (including as a consumer under the CPA, where the CPA applies to you), that the law does not allow to be excluded or limited.

13. Customer data (POPIA)

You and we each process customer personal information as separate responsible parties under the Protection of Personal Information Act, 2013 (POPIA). You may use customer details only to deliver and manage the booking and to meet your legal obligations. You must keep them secure with appropriate safeguards, keep them only as long as you need them, and not share them except as the law allows. No marketing to customers without their consent. If customer information you hold is lost, accessed or used without authority, you must tell us promptly (and within 72 hours of finding out) and meet your own POPIA notification duties.

14. Taxes

You are responsible for your own taxes, including taxes on your activity price. We'll show our commission and fees on payout statements.

15. Suspension and ending

Either side can end this agreement with 30 days' notice. We can suspend or end it immediately for serious or repeated breach, safety concerns, fraud, or legal risk. Bookings already confirmed are handled under this agreement, and amounts owed either way survive termination. Sections 9 to 13 and 17 to 19 also survive.

16. Changes

We may update this agreement. We'll give you notice in the portal and by email. For changes that reduce your payouts or add to your obligations, we will give at least 30 days' notice unless the law requires a faster change. Material changes need you to accept the new version before you can keep selling. Changes do not apply to bookings already confirmed, unless the law requires it.

17. Severability and read-down

Each clause of this agreement, and each part of a clause, is separate. Every limit, exclusion, indemnity and allocation of risk in this agreement applies only to the extent the law allows. If a court or other competent authority finds any part invalid, unlawful or unenforceable (including under the CPA), that part is read down to the extent needed to make it valid or, if that is not possible, removed. The rest of the clause and of this agreement continues to apply.

18. General

• Whole agreement and order of priority: this agreement, the policies it refers to and the customer Terms & Conditions are the whole agreement between us about selling on WingItGuide. If this agreement conflicts with the customer Terms & Conditions on a matter between you and us, this agreement wins.
• Independent businesses: nothing in this agreement makes us partners, employer and employee, or a joint venture.
• No waiver: if we do not enforce a right straight away, we have not given it up.
• Transfer: you may not transfer this agreement without our written consent. We may transfer it to anyone who takes over the WingItGuide business, after giving you notice.
• Electronic agreement and notices: accepting this agreement by ticking the box at sign-up is a valid agreement under the Electronic Communications and Transactions Act, 2002 (ECTA). Notices may be given by email or in the portal. Our address for legal notices is [email protected]; yours is the address in your vendor account.

19. Law and disputes

This agreement is governed by the law of the Republic of South Africa. Before going to court, either side must first raise the dispute in writing with the other, and both sides must try in good faith to settle it within 10 business days. The courts of the Western Cape Division of the High Court, Cape Town, or the Magistrate's Court in Cape Town where it has jurisdiction have jurisdiction. Nothing in this section removes any right you have under the CPA, if the CPA applies to you, to use the dispute routes it gives consumers.

20. Your acknowledgement

By ticking the box at sign-up, you confirm that:

• the Important clauses in bold (sections 1, 9, 10, 11 and 12), which deal with risk, insurance, your indemnity to WingItGuide and limits on WingItGuide's liability, were drawn to your attention before you agreed;
• you had enough time to read them and ask questions; and
• you understand them and accept them.