APPENDIX 1

GENERAL TERMS AND CONDITIONS

1 GENERAL time and resolve such complaints as KLOOK sees fit. In the event KLOOK
1.1 Operator provides certain products, tours, activities, services and other experience provides compensation to End Customer in relation to the End Customer’s
with details as agreed between the Parties from time to time (collectively complaint, KLOOK is not obliged to pay for the booking(s) at issue. KLOOK will
“Products” or “Services”), and Operator agrees to provide the Products for adjust the subsequent payments to Operator for any amount KLOOK has paid
distribution on KLOOK’s various owned, affiliated or related third party online and for the booking(s) at issue minus any compensation amount KLOOK has paid to
offline marketing and travel distribution channels including but not limited to the End Customer.
KLOOK’s website (www.klook.com) and the KLOOK mobile application
(collectively “KLOOK’s Distribution Channels”). Each party hereto is a “Party” 3 BILLING AND PAYMENTS
and together referred to as “Parties”. 3.1 It is agreed between both Parties that payment will be made pursuant to the
payment terms as set out in the Agreement.
1.2 Payable Bookings
(a) Net Rate. KLOOK shall pay Operator the net rate for each unit of Product 3.2 KLOOK will pay Operator monthly the aggregate amount in relation to the Payable
purchased through KLOOK’s Distribution Channels which resulted in Bookings of the relevant month. The monthly payment will be settled based on
provision of the Products to the End Customers (“Payable Bookings”). The successful redemptions. Where Operator has provided the Services, this will be
net rates shall be the cost that KLOOK purchases the Products from deemed as a successful redemption. Each month, KLOOK shall provide Operator
Operator. KLOOK is entitled to markup margins on top of the net rates at with an email report which summarizes the previous month’s sales of the Products.
its sole discretion and sell the Products to the End Customers. The net In the event of discrepancies between the Parties’ records, Operator shall notify
rates shall include all fees, charges, taxes, costs and expenses for provision KLOOK by email within three (3) business days upon receipt of such email report.
of the Products and Operator is not entitled to ask the End Customer to KLOOK will then issue a revised email report to Operator. KLOOK has the sole
pay any further moneys or reimburse any other expenses for the provision discretion to make any adjustment for the discrepancies if any such request was
of the Products. Settlement will be based on the aggregate net rates for raised after abovementioned period. Upon receipt of the email report (or revised
the Payable Bookings. email report, as applicable), Operator shall issue invoice to KLOOK. KLOOK shall
(b) Lowest Rates Commitment. In respect of the Products, Operator agrees make payment to Operator within thirty (30) days upon receipt of the invoice.
that the net rates it offers to KLOOK shall not be higher than the net rates Any processing fees or bank charges shall be borne by Operator.
it offers to any other partners, agents or distributors. If Operator does not
comply with this provision, KLOOK shall have the right to subject Operator 3.3 In the event where an excessive amount of payments is subject to chargeback
to Suspension or terminate this Agreement with seven (7) days’ notice as or other payment reversal for any reasons, KLOOK reserves the right to terminate
it deems appropriate. this Agreement and/or withhold all outstanding payments to Operator.
(c) Payment Details. If applicable, all payments to Operator shall be made to
Operator’s bank account with details as filled in by Operator at the KLOOK 3.4 All fees and amounts payable by KLOOK to Operator are inclusive of any taxes
Merchant Portal. Any additional processing fees arising from incorrect and duties, including all Value Added Tax (VAT), Goods and Services Tax (GST),
account information shall be borne by Operator. Consumption Tax and other taxes levied on transactions, required by applicable
law. Operator undertakes that it shall provide all necessary assistance (including
1.3 KLOOK’s Responsibility but not limited to provision of tax invoices and other supporting documents) to
(a) KLOOK shall be responsible for the development, maintenance or KLOOK to facilitate any claim of applicable tax deduction or exemption. In the
engagement of KLOOK’s Distribution Channels to allow end customers ("End event withholding tax is required by law, Operator agrees that KLOOK shall
Customers”) to purchase products or services. deduct the relevant amount from any payment due to Operator and pay such
(b) KLOOK has the sole discretion to decide (i) whether to list any Product of amount to the appropriate tax authority. Operator undertakes to report and bear
Operator on KLOOK’s Distribution Channels and (ii) the Product placements VAT, GST and other similar tax (if applicable) in respect of the provision of the
within KLOOK's Distribution Channels together with the utilization of Products based on the relevant tax laws and regulations in the country where
KLOOK's Distribution Channels. the Operator is providing the Products.

1.4 Operator’s Responsibility

(a) Operator shall be solely responsible for providing the Products and the 4 TERM, TERMINATION AND SUSPENSION
description of the Products including but not limited to any photos, videos, 4.1 This Agreement shall become effective upon signing and shall continue in force,
text and materials (“Product Content”) to KLOOK in accordance with subject to early termination upon occurrence of any of the following events:
KLOOK’s requirements for uploading the Products onto KLOOK’s Distribution (a) by either Party with sixty (60) days' advance notice in writing;
Channels. (b) a Party gives written notice to the other Party of a material breach of this
(b) KLOOK may also utilize any content that is publicly available on Operator’s Agreement which breach is incapable of being cured or, if capable of being
official website including, but not limited to Operator’s trademarks and logos, cured, the other Party fails to cure that breach within fifteen (15) days after
pictures and other product-related information (“Operator’s Online Content”). receipt of such written notice; or
Operator grants KLOOK a non-exclusive, transferable, sub-licensable, (c) the dissolution, winding up or liquidation of either Party.
royalty-free, worldwide license to use the Product Content and Operator’s
Online Content during the term of this Agreement. 4.2 Without prejudice to Clause 5 below, KLOOK may suspend Operator’s KLOOK
account and/or remove Operator and/or its products listing from KLOOK’s
2 CUSTOMER SERVICE Distribution Channels, in lieu of or before its termination of this Agreement
2.1 While KLOOK’s Customer Service Team shall be at the front line to handle all (collectively referred as “Suspension”).
the phone calls relating to the Products enquiries, complaints, and claims,
Operator shall solely be responsible for all complaints, claims and liabilities arising 4.3 Operator shall fulfill all Products purchased by End Customers prior to Suspension,
from or in connection with the provision of Products. In particular, Operator termination or expiration of this Agreement unless KLOOK requests otherwise.
agrees and acknowledges that KLOOK will provide Operator and/or its employees KLOOK reserves the right to cancel any or all pending bookings of the Products
contacts details to the End Customer if necessary for the provision of the where KLOOK believes it is in the best interest of End Customers at KLOOK’s
Products if applicable, and Operator will cooperate and provide all necessary sole discretion.
assistance to KLOOK to resolve the End Customer’s complaint and/or police or
other regulatory investigations, if applicable. 4.4 Upon termination, Operator shall refund any deposits or pre-payment amount
held by Operator, if applicable, to KLOOK at the earliest convenience. KLOOK
2.2 KLOOK reserves the right to respond to the End Customers’ complaint at any may withhold all outstanding payments to Operator until such deposits or pre-
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 payment amounts have been refunded to KLOOK. Upon any termination or the Products through visiting KLOOK’s Distribution Channels, or in any way
expiration of this Agreement, Operator shall immediately cease all access to its directly deal with the End Customers for booking or providing the Services outside
account on KLOOK Merchant Portal, and cease having any rights to make the of KLOOK’s Distribution Channels.
Products available via KLOOK’s Distribution Channels.
5.12 Operator and/or its employees shall not be entitled to participate and be benefited
5 OPERATOR’S REPRESENTATIONS, WARRANTIES AND in the same manner as the End Customers in any promotional events organized
UNDERTAKINGS by KLOOK in relation to the Products.
5.1 Operator hereby represents, warrants and undertakes to KLOOK that each of the
representations, warranties and undertakings as set out below is on the date of 5.13 It is the intent of the Parties that no payments or transfers of anything of value
this Agreement, and will be for all times during the term of the Agreement, true shall be made which have the purposes or effect of public or commercial bribery
and correct: or any unlawful or improper means of obtaining business or improper advantage.
Neither Operator nor any of its director, officer, agent, employees or affiliates is
5.2 Operator has complied with all laws and regulations for the time being in force aware of or has taken any action that would result in violation of (i) any applicable
in any jurisdiction which affect Operator’s business or has binding effect on anti-money laundering or sanctions laws and regulations (including but not limited
Operator. Operator has or shall procure all necessary licenses, authorizations, to the Anti-Money Laundering and Counter-Terrorist Financing Ordinance of Hong
consents, approvals and permits required by applicable laws and regulations in Kong and rules promulgated by the Office of Foreign Asset Control of the
order to perform its obligations hereunder. Treasury Department of the United States), or (ii) any applicable anti-bribery laws
or regulations (including but not limited to the Prevention of Bribery Ordinance
5.3 Operator is duly incorporated and validly exists under the laws of its jurisdiction of Hong Kong, Anti-Bribery Act of the United Kingdom, Foreign Corrupt Practices
of incorporation. It has the power and authority to own its properties and assets. Act of 1977 of the United States).
It is solvent and has the ability to repay all of its debts as and when they fall
due. 6 CONFIDENTIALITY
6.1 Save and unless provided for below, each Party to this Agreement shall keep
5.4 The entry of Operator into and performance by it of, and the transactions strictly confidential all the following information which is obtained by it pursuant
contemplated by, this Agreement do not and will not conflict with any laws, order, to or as a result of entering into or performing this Agreement:
agreement or any judgment, injunction, order, decision and ruling of any courts, (a) The terms of this Agreement and the information contained herein;
arbitral tribunals, administrative and government departments. (b) The contents of negotiation of this Agreement; and
(c) The information in respect of internal operations, confidential information or
5.5 All of Operator’s employees, contractors or agents deployed or otherwise engaged trade secrets of the other Party
in connection with the provision of the Products possess all necessary
qualifications and statutory requirements imposed by their respective local 6.2 The obligations of confidentiality under this clause shall not apply to the following
government bodies. situations:
(a) A disclosure made in accordance with the relevant laws or regulations or
5.6 Operator will comply with KLOOK’s Operator Code of Conduct set forth at the required by any relevant regulatory body or government department;
KLOOK Merchant Portal, which may be issued and amended by KLOOK from (b) Such information has entered the public domain through no default of either
time to time. Operator agrees that failure to comply with such Operator Code of Party; and
Conduct may result in Suspension or termination of this Agreement. (c) A disclosure made to its professional advisers or financing parties.

5.7 Operator shall procure and maintain in effect adequate and sufficient insurance 6.3 Operator’s obligations under this clause shall survive termination of this
for third party liability to provide for the payment of claims resulting from property Agreement.
loss or damage or bodily injury, including death, sustained by the End Customer
and/or any third parties arising from or in connection with the Products. Where 7 LIMITATION OF LIABILITY
the Operator is an aggregator of services rather than the service provider, the 7.1 Except for (i) either Party’s indemnification obligations under this Agreement, (ii)
Operator shall procure such service provider(s) to maintain the same adequate damages arising out of either Party’s gross negligence and/or willful misconduct,
and sufficient insurance for third party liability. or (iii) damages arising from any unauthorized access or improper disclosure of
customer data, in no event shall either Party be liable to the other Party for any
5.8 All information contained in the Product Content, Operator’s Online Content is loss of production, loss of profit, loss of revenue, loss of contract, loss of or
true, correct and not misleading and Operator is the proprietary owner or damage to goodwill or reputation, loss of claim or any indirect, special, punitive,
authorized licensee of all intellectual property rights subsisting in the Products, incidental or consequential damages or losses whether such damages are alleged
Product Content and Operator’s Online Content. Operator warrants that the use as a result of a breach of contract, tort or otherwise.
of the Product Content and Operator’s Online Content by KLOOK will not result
in Operator and/or KLOOK violating any applicable laws and regulations or 8 INDEMNIFICATION
infringe rights of any third party (including, but not limited to intellectual property 8.1 Operator shall indemnify, defend and hold harmless KLOOK, KLOOK’s affiliates
rights). and channel partner and their respective shareholders, directors, employees,
officers, agents and service providers (“KLOOK Indemnified Parties”) from and
against any and all claims, losses, liabilities damages, fines, penalties, settlement
5.9 In the event Operator subcontracts all or any part of the Products to any third expenses and costs (including legal fees and costs) incurred or suffered by
parties, Operator shall be will be responsible for all liabilities, damages, acts or KLOOK Indemnified Parties in connection with any third party claims or
omissions of such third-parties. investigation brought against KLOOK Indemnified Parties directly or indirectly
arising out of or relating to:
5.10 Operator shall comply with all applicable data protection laws and regulations (a) activities, operations, products or services provided by Operator including,
and KLOOK’s Privacy Policy available at https://www.klook.com/conditions in but not limited to, the Products provided by Operator to the End Customers;
relation the personal data of the End Customers collected through KLOOK’s (b) the use of the Product Content, Operator Online Content or the logo, service
Distribution Channels or otherwise obtained, collected or received by Operator in marks, trademark of Operator on KLOOK’s Distribution Channels;
fulfilling its obligations under this Agreement. Operator shall keep all End (c) Operator’s actual or alleged breach of this Agreement including, but not
Customers’ personal data in strictest confidence and shall not use any of these limited to Operator’s representations and warranties in this Agreement; or
data for any purposes other than for the provision of the Products and shall not (d) taxes arising out of the sale of the Products through KLOOK’s Distribution
transfer or disclose such personal data to any third party without the End Channels.
Customers’ prior consent. In particular, Operator shall comply with and only
process End Customers’ personal data in accordance with the provisions of 8.2 KLOOK shall indemnify, defend and hold harmless Operator, Operator’s affiliates
Appendix 2. and channel partner and their respective shareholders, directors, employees,
officers, agents and service providers (“Operator Indemnified Parties”) from and
5.11 Operator undertakes to KLOOK that neither Operator nor its associates shall against any and all claims, losses, liabilities damages, fines, penalties, settlement
directly or indirectly solicit any End Customers who is made become aware of expenses and costs (including legal fees and costs) incurred or suffered by
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 Operator Indemnified Parties in connection with any third party claims or
investigation brought against Operator Indemnified Parties directly or indirectly
arising out of or relating to KLOOK’s actual or alleged breach of this Agreement.

9 FORCE MAJEURE EVENTS

9.1 Neither Party will be liable to the other Party for any delay or non-performance
of its obligations under this Agreement arising from any cause beyond its
reasonable control, including but not limited to any act of God, of government or
regulatory authority, war, epidemic, civil commotion, or failure of the Internet
(“Force Majeure Events”). If such non-performance arising from such cause
persists for more than ninety (90) days, either Party may terminate this Agreement
on written notice to the other without incurring any further liability under its terms,
and any deposits or pre-payments held by Operator shall be refunded to KLOOK
at the earliest convenience. For the avoidance of doubt, the failure by Operator
to obtain the approval or license necessary to its operations from the relevant
government authorities shall not be a Force Majeure Event.

10 GOVERNING LAW AND DISPUTE RESOLUTION

10.1 This Agreement is governed by the laws of Hong Kong Special Administrative
Region.

10.2 Any disputes arising out of or relating to this Agreement shall be referred to and
finally resolved by arbitration administered by the Hong Kong International
Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in
force when the notice of arbitration is submitted. The number of arbitrators shall
be three. The arbitration proceedings shall be conducted in English language.
The seat of arbitration shall be Hong Kong.

11 GENERAL PROVISIONS
11.1 This Agreement constitutes the entire agreement between the Parties and
supersedes any previous agreement between the Parties relating to the subject
matter of this Agreement.

11.2 Nothing in this Agreement shall be deemed to constitute a partnership between

the Parties.

11.3 If any of the provisions of this Agreement is adjudged to be illegal or

unenforceable, the remaining part of this Agreement shall continue in full force
and effect.

11.4 KLOOK may assign, sub-contract or otherwise deal with this Agreement at its
sole discretion. Operator will not assign, sub-contract or otherwise deal with this
Agreement or any rights and obligations under this Agreement unless it has
obtained prior consent from KLOOK.

11.5 This Agreement may be executed in counterparts including but not limited to
counterparts delivered by electronic means, and such counterparts shall form one
legal instrument. A manually or electronically signed copy of the Agreement
delivered by email, facsimile or other electronic transmission shall be deemed to
have the same legal effect as delivery of an original signed copy of the
Agreement.

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 APPENDIX 2

DATA PROCESSING ADDENDUM

To the extent that the performance of the Operator Agreement involves the processing to Personal Data as those to which the Operator is bound under this DPA, and
of end customers’ personal data provided by KLOOK to Operator (“Personal Data”), Operator shall be liable for any non-compliance by any such sub-processor.
KLOOK and Operator have agreed to process all such Personal Data in accordance
with the terms of this DPA to comply with all applicable data protection laws and 12. Operator shall indemnify and keep indemnified KLOOK against all claims,
regulations, including but not limited to the General Data Protection Regulation proceedings or actions brought by a competent public authority and/or an
2016/679 of the European Parliament and of the Council (“GDPR”). individual against KLOOK: (a) with respect to processing of the Personal Data
by Operator and/or its sub-processors; (b) arising out of any breach by Operator
1. This DPA shall form an integral part of the Operator Agreement. In the event of and/or its sub-processors of their obligations under this DPA; and (c) in relation
any inconsistency arising between the provisions of this DPA and the Operator to any Breach Incident that was caused by or attributable to Operator and/or its
Agreement, the provisions of this DPA shall prevail. All other terms agreed in sub-processors.
the Operator Agreement remain unaffected and fully applicable.
13. KLOOK reserves the right to conduct (or appoint a qualified, independent third
2. This DPA shall take effect from the effective date of the Operator Agreement party to conduct) audit(s) and/or assessment(s) in respect of Operator’s
and continue until the expiration or termination of the Operator Agreement, after compliance with its obligations under this DPA.
which this DPA shall automatically simultaneously expire or terminate with the
exception of the clauses which by their nature should continue to remain in full 14. When KLOOK transfers or discloses Personal Data relating to any data subject
force and effect. located in a Member State of the European Economic Area or Switzerland to
Operator, such transfers will be governed by the standard clauses for transfer of
3. All references to “data controller”, “data processor”, “process”, and “processing” personal data to processors established in third countries approved by European
in this DPA shall be as defined in the GDPR. Commission from time to time which the approved version in force at present is
set out in the European Commissions’ Decision 2010/87/EU of February 2010.
4. KLOOK shall act as the data controller, and Operator shall act as KLOOK’s data For the purposes of the standard clauses:
processor, in respect of all Personal Data processed under the Operator (a) “Data Exporter” refers to KLOOK and/or its affiliate located in the European
Agreement. Each Party shall comply with its respective obligations under all Economic Area or Switzerland;
applicable data protection laws and regulations. (b) “Data Importer” refers to Operator;
(c) “Data Subjects” refers to individuals who are residents in a Member State

5. KLOOK shall determine the types and categories of Personal Data to be of the European Economic Area or Switzerland and book and/or purchase

processed as well as the purposes and means of such processing. Operator the Products on KLOOK’s Distribution Channels;

shall only process Personal Data to provide the Products in accordance with (d) the categories of Personal Data transferred include names, contact

KLOOK’s instructions. Operator shall not process Personal Data for its own information or any information which are necessary for the provision of the

purposes without KLOOK’s prior written consent. Products; and

(e) Personal Data transferred will be subject to basic processing activities
including storage and processing in order for Operator to provide the
6. The duration of the processing shall be the term of the Operator Agreement.
Products.
Upon expiration or termination of the Operator Agreement, Operator shall return
and delete all Personal Data (whether in electronic or non-electronic formats) as
instructed by KLOOK, and shall certify the same if so requested by KLOOK. 15. This DPA shall be governed by the laws agreed to be applicable under the
Operator Agreement. In case of any conflict or dispute under or in relation to
this DPA, this shall be resolved before the competent courts as stipulated in the
7. Operator undertakes to: (a) adopt and adhere to a privacy policy which is
Operator Agreement or, if applicable, in accordance with the arbitration rules
consistent with all applicable data protection laws and regulations and KLOOK’s
specified in the Operator Agreement.
Privacy Policy; and (b) provide sufficient training to its employees to ensure that
no sensitive Personal Data will be collected by Operator or its employees.

8. Operator undertakes that it has implemented adequate and sufficient technical

and organizational measures to safeguard Personal Data against any accidental
or unlawful destruction, loss, alteration, unauthorized disclosure, and unauthorized
access. Operator shall take reasonable steps to ensure its personnel who may
have access to Personal Data are: (a) provided access only to the extent
necessary; and (b) bound by confidentiality obligations comparable to those under
the Operator Agreement.

9. Where required for KLOOK to meet its obligations under this DPA, Operator
shall: (a) allow KLOOK to correct or delete Personal Data or restrict Operator’s
processing; and (b) provide reasonable assistance to KLOOK in respect of any
data protection impact assessment or consultation with a competent supervisory
authority.

10. Operator shall, without undue delay and in any case within twenty-four (24) hours,
notify KLOOK and give assistance and information as reasonably requested by
KLOOK if: (i) it becomes aware of any breach of security leading to the accidental
or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to,
Personal Data transmitted, stored or otherwise processed (“Breach Incident”); or
(ii) it receives any requests by government agency or law enforcement authority
for access to or seizure of Personal Data. In the event of any Breach Incident,
Operator shall take prompt and adequate remedial actions to mitigate the effects
and to minimise any damage resulting from the Breach Incident.

11. Operator shall not engage sub-processors without KLOOK’s prior written approval.
In the event that sub-processor(s) are engaged, Operator shall ensure that any
such sub-processor is contractually bound to the same obligations with respect