Supplier Services and
Distribution Agreement

Incorporation and acceptance

This Agreement sets out the standard terms and conditions governing participation in the System and the provision of Supplier Services through the System.

This Agreement is incorporated into and forms part of each Order Form entered into between Verati and a Supplier.

By signing an Order Form, the Supplier agrees to be bound by this Agreement as though it were fully set out in the applicable Order Form.

This Agreement takes effect on the Effective Date specified in the applicable Order Form.

Contracting parties

For the purposes of this Agreement:

• "Verati" means Miray PIF Technologies L.L.C. dba Verati, a limited liability company incorporated under the laws of the United Arab Emirates with commercial license number 1588208 and registered office at The Opus by Omniyat, A601, Dubai, United Arab Emirates, or such Affiliate as may be identified in the applicable Order Form.
• "Supplier" means the person or entity identified as the Supplier in the applicable Order Form.

Definitions and interpretation

Definitions. In this Agreement, unless the context otherwise requires, the following expressions shall have the meanings set out below:

• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
• "Business Day" means a day (other than a Saturday, Sunday or public holiday in the United Arab Emirates) on which banks and government offices in the Emirate of Dubai are open for business.
• "Confidential Information" means any and all information (in any form, whether written, oral, visual, electronic, digital or otherwise) relating to the Company, its business, operations, clients, employees, suppliers or affairs, including but not limited to trade secrets, financial data, business plans, pricing information, technical information, software, data, code, models, prompts, logs, AI-generated content, system interactions, personal data, or any information that is designated as confidential or that would reasonably be understood to be confidential.
• "Customer" means any person or entity who views, requests, books, purchases or otherwise accesses Supplier Services through the System or its approved affiliate.
• "Customer Data" means any personal data or information relating to a Customer made available to Supplier in connection with the Supplier Services.
• "Distribution Channel" means any customer-facing platform, website, application, marketplace, concierge channel, affiliate platform, white-labelled platform or other channel through which Supplier Services are displayed, promoted, sold or made available.
• "Order Form" means an order form entered into between Verati and the Supplier that sets out the Supplier Services and the applicable commercial and operational terms.
• "PayitFast" means Silverleaf E Money Services Limited dba PayitFast, a company incorporated under the laws of British Columbia, Canada, with its registered address at 1090 Homer Street, Suite 300, Vancouver, BC V6B 2W9, Canada, and holding Money Services Business registration number M23026009 and incorporation number BC1394414, together with any relevant affiliates or service providers involved in operating the PayitFast Platform or payment gateway, together providing payment services to Verati.
• "PayitFast Platform" means the regulated financial services platform operated by PayitFast and made available to users through mobile applications, web interfaces, and other digital channels.
• "Supplier Dashboard" means the supplier-facing dashboard, portal, interface or management tools made available by Verati to Supplier as part of the System.
• "Supplier Services" means the products, services, experiences, inventory, stock, offers or bookings provided by Supplier and identified in an Order Form.
• "System" means Verati's integrated concierge system, including the Supplier Dashboard, related technology, booking workflows, integrations, administrative tools and associated infrastructure used to onboard suppliers, manage Supplier Services and facilitate Customer access to Supplier Services, including the customer interface via the PayitFast Platform.

Interpretation. In this Agreement:

• references to a person include any individual, company, corporation, partnership, governmental authority or other legal entity;
• references to legislation include any amendment, re-enactment, replacement or subordinate legislation made under it;
• headings are for convenience only and do not affect interpretation;
• the words including, include, such as and similar expressions shall be deemed to be followed by the words without limitation;
• references to writing include email;
• the singular includes the plural and vice versa; and
• references to this Agreement include each applicable Order Form.

Order Form

The Parties may enter into one or more Order Forms under this Agreement from time to time.

Each Order Form shall set out the Supplier Services and the commercial and operational terms applicable to those Supplier Services and may include:

• the Supplier Services;
• stock, inventory, products or service categories;
• approved territories;
• pricing model;
• Customer-facing pricing;
• commissions, margin or revenue share;
• settlement timing;
• payment currency;
• any safeguard period;
• cancellation and refund terms;
• service levels;
• the Supplier contacts and escalation contacts;
• required licenses, permits and insurance requirements;
• PayitFast-related operational details; and
• any other commercial, operational or special terms agreed by the Parties.

Each Order Form shall form part of and be governed by this Agreement.

If there is any inconsistency between this Agreement and an Order Form, the Order Form shall prevail solely to the extent of the inconsistency and only in relation to the Supplier Services covered by that Order Form.

The Supplier shall not upload, list, advertise, offer or otherwise make available any Supplier Services through the System unless such Supplier Services are covered by an Order Form or otherwise approved by Verati in writing.

Verati may require separate Order Forms for different Supplier Services, service categories, territories, stock lines, inventory types, pricing models or commercial arrangements.

Unless expressly stated otherwise in an Order Form, the terms of this Agreement shall apply to all Supplier Services made available through the System.

Appointment and scope

The Supplier appoints Verati, on a non-exclusive basis, to display, promote, distribute, facilitate bookings for and otherwise make available the Supplier Services through the System.

The Supplier acknowledges that the System will be made available to Customers through the PayitFast Platform.

The Supplier authorises Verati to make the Supplier Services available through the System and the PayitFast Platform.

Unless otherwise agreed in writing, Supplier Services shall only be made available through the System and the PayitFast Platform.

Nothing in this Agreement requires Verati to display, promote, market, distribute or generate any minimum volume of bookings or sales for Supplier.

The Supplier remains solely responsible for the provision, fulfilment, quality, safety, legality, fraud, chargebacks, cancellation and performance of the Supplier Services. Verati is not the owner, manufacturer, operator or provider of the Supplier Services.

Supplier Dashboard

Verati shall provide Supplier with access to the Supplier Dashboard.

The Supplier shall use the Supplier Dashboard to upload, manage and maintain information relating to the Supplier Services, including: (i) stock; (ii) order book; (iii) availability; (iv) pricing; (v) descriptions; (vi) images; (vii) booking conditions; (viii) cancellation and refund terms; (ix) fulfilment requirements; (x) restrictions; and (xi) any other information reasonably required by Verati.

The Supplier is solely responsible for ensuring that all information uploaded or provided through the Supplier Dashboard is accurate, complete, lawful, current and not misleading.

The Supplier shall promptly update the Supplier Dashboard if any stock, inventory, pricing, availability, service description, fulfilment requirement or other relevant information changes.

Verati may review, approve, reject, amend, suspend or remove any listing where Verati reasonably considers that the listing:

• is inaccurate, incomplete or misleading;
• may breach applicable law;
• may create Customer, reputational, regulatory, legal or commercial risk;
• does not meet Verati's quality standards;
• may adversely affect Verati, PayitFast or any Customer; or
• otherwise breaches this Agreement or any Order Form.

The Supplier shall be responsible for all activity carried out through its Supplier Dashboard account and shall keep all Supplier Dashboard login credentials secure and confidential.

Operation of the System and PayitFast Platform

The Supplier acknowledges that the System is made available to Customers through the PayitFast Platform.

The Supplier acknowledges that PayitFast may control or operate certain elements of the Customer journey, including Customer onboarding, browsing, booking requests, payment collection, checkout, confirmations, communications, transaction records and account management.

The Supplier shall cooperate with Verati in connection with the display, booking, purchase, fulfilment, cancellation, refund or support of Supplier Services.

Verati may modify, enhance, suspend, replace or update the System from time to time.

Verati does not guarantee uninterrupted availability of the System and may suspend access for maintenance, security, technical, operational, compliance or risk reasons.

The Supplier shall not interfere with, disrupt, misuse, reverse engineer, copy or attempt to gain unauthorised access to the System.

The Supplier shall not make any claim against Verati arising solely from PayitFast's operation of the PayitFast Platform, payment gateway or Customer-facing systems, except to the extent directly caused by Verati's breach of this Agreement.

Customer relationship

The Supplier acknowledges that Customers may interact only with the System and/or the PayitFast Platform and may not interact directly with Supplier before the relevant booking, purchase or fulfilment stage.

The Supplier shall not acquire ownership of the Customer relationship by reason of providing the Supplier Services.

Customer relationships, Customer goodwill and Customer Data generated through the System or the PayitFast Platform shall belong to PayitFast, and data processing between PayitFast, Verati and Supplier shall be handled as per PayitFast data processing terms.

The Supplier shall not directly market to, solicit, onboard, contract with or transact with any Customer introduced through the System or the PayitFast Platform except through the System, unless Verati gives prior written consent.

The Supplier shall not encourage Customers to move bookings, payments or transactions outside the System or the PayitFast Platform.

Payments and settlement

Customer payments for Supplier Services made available through the System shall be collected exclusively by PayitFast in its capacity as the designated payment services provider and registered Money Services Business.

The Supplier acknowledges and authorises Verati and its relevant services providers to receive, process, hold and settle such Customer payments in connection with the Supplier Services.

Settlement amounts due to the Supplier shall be remitted by PayitFast in accordance with the settlement timing and payment terms agreed between Verati and the Supplier and set out in the applicable Order Form, subject to any permitted deductions, reserves, refunds, cancellations, chargebacks, reversals, fraud-related losses, compliance holds or other adjustments contemplated under this Agreement.

Unless otherwise stated in an Order Form, amounts payable to Supplier may be calculated after deduction of:

• Verati's commission, margin or fees;
• PayitFast payment gateway or processing fees;
• refunds;
• chargebacks;
• reversals;
• taxes, if applicable;
• fraud-related losses attributable to the Supplier Services;
• Customer dispute amounts;
• amounts payable to PayitFast or its payment service providers; and
• any amounts owed by Supplier to Verati.

Verati may withhold, delay or suspend settlement where Verati reasonably considers that there is a risk of refund, chargeback, fraud, Customer dispute, Supplier breach, compliance issue, non-performance or reputational harm.

The Supplier acknowledges that Verati is not responsible for delays caused by banks, payment processors, card networks, PayitFast systems, settlement providers or third-party payment providers, except to the extent directly caused by Verati's breach of this Agreement.

Verati may deduct amounts owed by the Supplier from any future settlement payable to Supplier.

Supplier obligations

The Supplier shall:

• provide the Supplier Services with due care, skill and professionalism;
• comply with all applicable laws and regulations;
• maintain all licences, permits, approvals and authorisations required to provide the Supplier Services;
• maintain appropriate insurance;
• ensure all stock, inventory, descriptions, pricing and availability are accurate and current;
• honour confirmed bookings;
• promptly notify Verati of any stock changes, service interruptions, cancellations, fulfilment issues or Customer-impacting matters;
• cooperate with Verati and PayitFast in relation to Customer support, disputes, refunds, chargebacks and complaints;
• comply with all reasonable operational instructions issued by Verati;
• ensure that Supplier Services are provided safely, lawfully and in accordance with any applicable industry standards;
• avoid any conduct that may damage Verati, PayitFast, the System or any Customer relationship; and
• ensure that its employees, contractors, agents and subcontractors comply with Supplier's obligations under this Agreement.

Compliance and onboarding

The Supplier shall provide all KYC, KYB, AML, sanctions, tax, licensing, insurance and compliance information requested by Verati.

The Supplier acknowledges that onboarding to the System and continued participation in the System is subject to Verati's compliance review and approval.

Verati may conduct initial and ongoing screening, verification, monitoring and due diligence of the Supplier, its directors, officers, ultimate beneficial owners, authorised representatives and related parties for compliance, regulatory, risk management, AML/CFT, sanctions and fraud prevention purposes.

The Supplier irrevocably authorises Verati to collect, verify, process, use, disclose and share the Supplier's KYC, KYB, AML, sanctions, tax and compliance information and related supporting documentation with PayitFast, its Affiliates, regulators, financial institutions, payment service providers and other third parties engaged by Verati or PayitFast for the purposes of onboarding, due diligence, compliance monitoring, AML/CFT obligations, sanctions screening, fraud prevention, risk management and compliance with applicable laws and regulatory requirements.

Verati may refuse onboarding, suspend access to the System, remove Supplier Services, withhold settlements or terminate this Agreement where the Supplier fails to satisfy Verati's compliance requirements or where Verati reasonably considers such action necessary to comply with applicable law, regulatory requirements, AML/CFT obligations, sanctions requirements or risk management procedures.

The Supplier shall immediately notify Verati if Supplier:

• becomes subject to sanctions;
• becomes subject to any regulatory investigation or enforcement action;
• suffers a licence suspension, expiry, revocation or restriction;
• becomes insolvent or unable to pay its debts;
• becomes aware of any fraud or suspected fraud;
• becomes unable to fulfil Supplier Services; or
• becomes aware of any matter that may expose Verati, PayitFast or Customers to legal, regulatory, reputational or financial risk.

Cancellations, refunds and chargebacks

Cancellation and refund terms shall be set out in the applicable Order Form or approved listing terms.

The Supplier shall be responsible for all refunds, cancellations, claims, losses, chargebacks and Customer complaints arising from:

• Supplier's non-performance;
• inaccurate stock, pricing or listing information;
• failure to deliver Supplier Services;
• Supplier-caused cancellations;
• service quality issues;
• breach of applicable law;
• Supplier fraud, negligence or misconduct;
• Customer dissatisfaction attributable to Supplier Services; or
• any act or omission of Supplier, its employees, contractors, agents or subcontractors.

Verati may instruct its payment processor or PayitFast to deduct any refunds, chargebacks, reversals, losses, claims or Customer dispute amounts from future settlements or recover such amounts from Supplier on demand.

The Supplier shall cooperate promptly with Verati in relation to any Customer complaint, refund request, chargeback, payment dispute or investigation.

Verati may withhold, delay or place a reserve against any settlement payable to the Supplier where Verati reasonably considers that a refund, return, cancellation, chargeback, reversal, fraud event, Customer dispute, compliance issue or other liability may arise in connection with the Supplier Services.

Where any refund, return, cancellation, chargeback, reversal, fraud event, Customer dispute or other liability arises after settlement has been made to the Supplier, Verati may recover the relevant amount from the Supplier by deduction from any future settlement payable to the Supplier. If insufficient future settlements are available, the Supplier shall reimburse Verati within seven (7) days of written demand.

Warranties

Supplier represents and warrants that:

• it has full power and authority to enter into this Agreement and each Order Form;
• it has the right to offer, sell and provide the Supplier Services;
• the Supplier Services comply with applicable law;
• all stock, inventory, pricing, descriptions, images and listing information are accurate, complete and not misleading;
• it holds all required licences, permits, approvals and authorisations;
• it maintains appropriate insurance;
• its materials do not infringe third-party rights;
• neither Supplier nor, to Supplier's knowledge, any relevant subcontractor is subject to sanctions;
• it shall not expose Verati, PayitFast or Customers to regulatory, reputational, financial or legal risk; and
• it shall perform the Supplier Services in accordance with this Agreement, the applicable Order Form and applicable industry standards.

Indemnity

Supplier shall indemnify and hold harmless Verati, PayitFast, their affiliates, directors, officers, employees, contractors and representatives from and against all claims, losses, damages, liabilities, penalties, refunds, chargebacks, reversals, costs and expenses arising out of or in connection with:

• the Supplier Services;
• the Supplier's breach of this Agreement or any Order Form;
• Customer claims;
• the Supplier's negligence, fraud, misconduct or non-performance;
• inaccurate, incomplete or misleading stock, pricing, availability or listing information;
• breach of applicable law or regulation;
• infringement of third-party intellectual property rights;
• any personal injury, death, property damage or loss caused by Supplier Services;
• any sanctions, AML, tax or compliance breach by Supplier; or
• any act or omission of Supplier, its employees, contractors, agents or subcontractors.

This indemnity survives termination of this Agreement.

Data protection

Each Party shall comply with applicable data protection laws.

The Supplier shall only use Customer Data for the purpose of fulfilling the relevant Supplier Services.

The Supplier shall not use Customer Data for independent marketing, retargeting, profiling, resale, data enrichment or off-platform solicitation.

The Supplier shall maintain appropriate technical and organisational security measures to protect Customer Data.

The Supplier shall notify Verati without undue delay, and in any event within twenty-four (24) hours, after becoming aware of any actual or suspected personal data breach affecting Customer Data.

On termination or request, Supplier shall return or securely delete Customer Data unless retention is required by law.

The Supplier acknowledges that Customer Data may be processed by Verati, PayitFast and their respective service providers for the purposes of operating the System, PayitFast Platform, payment flows, Customer support, compliance checks, reporting and transaction management.

Confidentiality

Each Party shall keep confidential all non-public information received from the other Party, including commercial terms, pricing, Customer information, payment information, technical information, operational processes, business plans and information relating to the System.

Confidential information may only be used for the purpose of performing this Agreement.

A Party may disclose confidential information where required by law, court order, governmental authority, regulator or stock exchange requirement, provided that it gives the other Party prior notice where legally permitted.

This clause survives termination of this Agreement.

Non-circumvention

During the Term and for twenty-four (24) months after termination, the Supplier shall not knowingly circumvent Verati, the System or the PayitFast Platform by transacting directly with Customers introduced through those channels.

The Supplier shall not encourage Customers to move bookings, payments or transactions outside the System or the PayitFast Platform.

The Supplier shall not use Customer Data or Customer contact details obtained through the System or the PayitFast Platform to solicit Customers independently.

If the Supplier breaches this clause, Verati may recover the commission, margin, fee or other amount Verati would have earned had the transaction taken place through the approved channel.

Intellectual property

Verati retains all right, title and interest in and to the System, Supplier Dashboard, related software, technology, workflows, processes, databases, documentation, know-how, business methods and branding.

The Supplier receives no ownership rights in the System, Supplier Dashboard or any Verati intellectual property.

The Supplier grants Verati and PayitFast a non-exclusive, royalty-free, worldwide licence during the Term to use Supplier's name, logo, trademarks, descriptions, images, content and materials solely for the purpose of displaying, promoting, distributing and facilitating bookings of Supplier Services through the System and the PayitFast Platform.

The Supplier retains ownership of its pre-existing intellectual property.

The Supplier warrants that Verati's and PayitFast's permitted use of Supplier materials shall not infringe any third-party rights.

Suspension

Verati may immediately suspend Supplier's access to the System, the Supplier Dashboard, any listings, bookings, payments or settlement where Verati reasonably considers that:

• the Supplier has breached this Agreement or any Order Form;
• there is a Customer complaint or dispute;
• there is a compliance, sanctions, AML, fraud or regulatory concern;
• the Supplier may be unable to fulfil Supplier Services;
• the Supplier information is inaccurate, incomplete or misleading;
• PayitFast has requested suspension for platform, payment, compliance or risk reasons;
• continued listing may cause reputational, commercial, legal or regulatory harm; or
• suspension is necessary to protect Customers, Verati, PayitFast or the System.

Suspension shall not affect Verati's other rights or remedies.

Limitation of liability

Verati shall not be liable for:

• indirect or consequential loss;
• loss of profits;
• loss of business;
• loss of goodwill;
• Customer actions;
• the Supplier's failure to deliver Supplier Services;
• failures, delays or outages caused by PayitFast, banks, payment processors, card networks or other third-party providers;
• inaccurate, incomplete or misleading information supplied by Supplier; or
• any matter outside Verati's reasonable control.

Verati's total aggregate liability under this Agreement shall not exceed the commission or fees actually received by Verati in respect of the relevant Supplier Services during the twelve (12) months preceding the claim.

Nothing in this Agreement limits liability that cannot be limited under applicable law.

Term and termination

This Agreement starts on the Effective Date stated in the first Order Form and continues until terminated.

Either Party may terminate this Agreement for convenience by giving thirty (30) days' written notice.

Verati may terminate this Agreement or any Order Form immediately by written notice if:

• the Supplier commits a material breach;
• the Supplier fails compliance checks;
• the Supplier becomes insolvent or unable to pay its debts;
• the Supplier is subject to sanctions or regulatory action;
• the Supplier repeatedly fails to meet service levels;
• the Supplier circumvents Verati, the System or the PayitFast Platform;
• PayitFast is unable or unwilling to support the relevant Supplier Services;
• the Supplier's conduct may damage Verati, PayitFast or Customer relationships;
• the Supplier provides inaccurate, incomplete or misleading information; or
• Verati reasonably considers termination necessary for legal, compliance, commercial or reputational reasons.

Termination of one Order Form shall not automatically terminate this Agreement or any other Order Form unless Verati states otherwise.

Consequences of termination

On termination of this Agreement or an Order Form:

• the Supplier's access to the Supplier Dashboard may be disabled;
• Verati may remove Supplier listings from the System and the PayitFast Platform;
• accrued payment obligations shall remain payable;
• Verati may withhold settlement for a reasonable period to account for refunds, chargebacks, disputes, fraud risk, Customer claims or Supplier breach;
• the Supplier shall continue to fulfil confirmed bookings unless Verati directs otherwise;
• the Supplier shall return or delete Customer Data in accordance with Verati's instructions; and
• rights and obligations intended to survive termination shall continue.

The following clauses survive termination: confidentiality, indemnity, non-circumvention, data protection, intellectual property, payment recovery, limitation of liability, governing law and any accrued rights or remedies.

Incorporation and binding effect

This Agreement is incorporated into and forms part of each Order Form entered into between Verati and the Supplier.

By executing an Order Form, the Supplier acknowledges that it has read and understood this Agreement and agrees to be bound by its terms.

Upon execution of an Order Form by the Parties, this Agreement shall become legally binding between Verati and the Supplier as though fully set out in that Order Form.

This Agreement does not require separate execution and shall apply to all Supplier Services provided under the applicable Order Form and any subsequent Order Form entered into between the Parties unless otherwise agreed by Verati in writing.

Assignment and subcontracting

The Supplier may not assign, transfer, novate or subcontract its rights or obligations under this Agreement without Verati's prior written consent.

Verati may assign, transfer or novate this Agreement to an affiliate, successor entity or group company.

The Supplier remains responsible for the acts and omissions of its employees, contractors, agents and subcontractors.

Notices

Notices shall be sent to the addresses or email contacts set out in the applicable Order Form or such other address notified in writing.

Notices by email shall be deemed received on the next Business Day after sending, unless the sender receives an automated delivery failure notice.

General

This Agreement and each Order Form constitute the entire agreement between the Parties in relation to their subject matter.

No amendment to this Agreement or any Order Form shall be valid unless in writing and signed by the Parties.

A failure or delay in exercising any right shall not constitute a waiver.

If any provision is found invalid or unenforceable, the remaining provisions shall remain in force.

Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary relationship or employment relationship between the Parties.

The Supplier shall not make any public announcement relating to this Agreement without Verati's prior written consent.

Governing law and jurisdiction

This Agreement and each Order Form shall be governed by and construed in accordance with the laws of the Dubai International Financial Centre.

The courts of the Dubai International Financial Centre shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement or any Order Form.

How personal information is handled in connection with the System is described in our Privacy Policy.