These Payment Terms are between:
TripPay Corporation, a corporation organised under the laws of the State of Wyoming, USA, registered at 30 N Gould St, Ste 22578, Sheridan, WY 82801, USA, a wholly owned subsidiary of Winkfluence Inc. (“TripPay”, “we”, “us”); and
You, the demand partner identified in your registration (“you”, “the Demand Partner”).
These Payment Terms are a separate agreement from the Demand Partner Agreement between you and Winkfluence Inc. (“Wink”). You must accept both. Defined terms have the meanings given in that Agreement unless defined below.
Contents
Section titled “Contents”- What these Payment Terms do, and do not, do
- Commission calculation
- Payout
- Reversals and recovery
- Verification and compliance
- Records and queries
- Liability
- Term and termination
- General
1. What these Payment Terms do, and do not, do
Section titled “1. What these Payment Terms do, and do not, do”| 1.1 TripPay collects payment from Travellers as the limited payment collection agent of the Accommodation Provider, under the Accommodation Provider Payment Terms. You are not a party to that collection. 1.2 You do not receive, hold, control or have any beneficial interest in Traveller funds at any point. You do not appoint TripPay as your agent for the collection of Traveller funds, and TripPay does not act as your agent for that purpose. 1.3 Where a Booking is attributed to you, TripPay settles your Commission to you out of amounts it has actually received from the Traveller. That obligation is a payment obligation owed to you and is not a holding of funds on your behalf. 1.4 TripPay’s obligation to pay Commission is conditional on successful receipt of the corresponding Traveller payment and on the Booking becoming a Materialised Booking. |
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2. Commission calculation
Section titled “2. Commission calculation”2.1 Commission is calculated under clause 4 of the Demand Partner Agreement as the applicable percentage of the Booking Value less the Platform Fee of 1.5% and the Payment Collection Fee of 4.0%.
2.2 No further fee is deducted from your Commission. The Platform Fee and Payment Collection Fee are charged to the Accommodation Provider on the Booking Value, not to you on your Commission.
Worked example on a USD 100.00 Booking Value at 10%:
| Line | Amount |
|---|---|
| Booking Value | USD 100.00 |
| Less Platform Fee (1.5%), charged to the hotel | USD 1.50 |
| Less Payment Collection Fee (4.0%), charged to the hotel | USD 4.00 |
| Subtotal | USD 94.50 |
| Commission at 10% of Subtotal, paid to you in full | USD 9.45 |
2.3 Commission is calculated on the Booking Value as confirmed at the time of booking and is not reduced where the Traveller shortens the stay after check-in.
3. Payout
Section titled “3. Payout”3.1 Commission becomes available for withdrawal within 24 hours of Traveller check-in, or of delivery in the case of an add-on, subject to successful receipt of the Traveller payment and to verification under clause 5.
3.2 Amounts shown in your account represent sums owed to you by TripPay. They are not a deposit, an account balance held for you, or stored value. No amount may be added other than by way of Commission earned, and the only permitted use is withdrawal to your registered bank account.
3.3 Any amount not withdrawn within 30 days is paid automatically to your registered bank account.
3.4 You must provide and maintain accurate payout details, including company details, name, government identification, tax identification and bank account information. Only the designated representative named at registration may change payout details, and any change must be requested in writing.
3.5 Payout costs, bank charges and currency conversion costs are borne by you. TripPay settles in USD, EUR or GBP as standard.
3.6 Where you provide incorrect payout details, any bank charge arising is deducted from your next payout. Where your account is closed, frozen or unable to receive payment for reasons not attributable to TripPay, TripPay’s payment obligation is discharged provided its records show payment was made.
3.7 TripPay may limit the value of a single payout for operational or compliance reasons and make a series of payouts instead.
4. Reversals and recovery
Section titled “4. Reversals and recovery”4.1 Commission is reversed where the Booking is cancelled, refunded, results in a no-show, is not a Materialised Booking, is fraudulent, or was obtained in breach of the Demand Partner Agreement.
4.2 Where Commission has already been paid, TripPay may recover it by deduction from future payouts. Any shortfall carries forward until cleared, and TripPay may invoice you where the relationship ends with an amount outstanding.
4.3 Chargebacks. Where a Traveller successfully disputes a payment on a Booking attributed to you, the related Commission is reversed.
4.4 AI Agent Operators. Where a dispute or reversal arises from a Booking created without proper Traveller authorisation, or from inaccurate presentation of a rate or policy by an AI Agent, you are liable for the full disputed amount and not only the Commission. Such a Booking is not payment fraud and no fraud carve-out applies.
4.5 Processing errors. TripPay will correct any payment processing error. Where you receive funds in error you will return them immediately, and TripPay may recover them from future payouts.
4.6 You authorise TripPay to recover any amount you owe under these Payment Terms or the Demand Partner Agreement by deduction from future payouts.
5. Verification and compliance
Section titled “5. Verification and compliance”5.1 You authorise TripPay, directly or through third parties, to verify your identity, including by screening against third-party databases and requesting government identification, tax identification, beneficial ownership information and proof of address.
5.2 TripPay may suspend, limit or terminate the Payment Services where it cannot obtain or verify that information, where required by law or a competent authority, where you owe overdue amounts, or where it reasonably believes suspension is necessary to prevent fraud.
5.3 TripPay may place a hold on any payout to prevent unlawful activity or fraud, for risk assessment, or to complete an investigation.
5.4 You are responsible for your own taxes on Commission received. TripPay may collect tax information and withhold where required by law.
5.5 You warrant that you and your associated parties comply with applicable anti-money-laundering, sanctions and anti-bribery law, including the US Foreign Corrupt Practices Act and the UK Bribery Act 2010.
6. Records and queries
Section titled “6. Records and queries”6.1 TripPay provides reporting showing attributed Bookings, Commission earned, amounts available and payment history.
6.2 You will verify payments on receipt and raise any alleged error promptly. No claim for overpayment or underpayment may be made by either party more than 90 days after the payment due date.
7. Liability
Section titled “7. Liability”7.1 Neither party is liable for indirect, incidental, special, consequential or punitive damages.
7.2 TripPay’s total aggregate liability under these Payment Terms in any 12-month period will not exceed the greater of the total Commission paid to you in that period, or USD 5,000. This does not limit TripPay’s obligation to settle Commission properly due.
7.3 Nothing limits liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot be limited by law.
7.4 The Payment Services are provided “as is”. TripPay does not warrant uninterrupted or error-free operation.
7.5 You will indemnify TripPay and its affiliates against any claim, liability, loss or expense arising from your breach of these Payment Terms, your taxes, or your breach of any law or third-party right.
8. Term and termination
Section titled “8. Term and termination”8.1 These Payment Terms take effect when you accept them and continue until terminated.
8.2 Either party may terminate on written notice. TripPay may terminate immediately for material breach, provision of inaccurate or fraudulent information, breach of law, or where reasonably necessary to protect Travellers, Accommodation Providers or TripPay.
8.3 Termination of the Demand Partner Agreement terminates these Payment Terms, and vice versa.
8.4 On termination, TripPay will settle Commission properly due on Materialised Bookings for three months following the termination date, subject to clauses 4 and 5. Sections 4, 5, 7 and 9 survive.
9. General
Section titled “9. General”9.1 Governing law. These Payment Terms are governed by the laws of the State of Wyoming, USA, without regard to conflict of laws rules.
9.2 Disputes. The state and federal courts located in Wyoming have exclusive jurisdiction, and both parties consent to venue there. Before filing, the parties will attempt to resolve the dispute in good faith for 30 days following written notice to [email protected].
9.3 Changes. TripPay may amend these Payment Terms on 30 days’ written notice. Continued use after the effective date constitutes acceptance. Where a change materially reduces your rights, you may terminate before it takes effect without penalty.
9.4 Entire agreement. These Payment Terms, together with the Demand Partner Agreement, are the entire agreement between you and TripPay on this subject and supersede all prior payment terms, including any governed by the laws of Singapore.
9.5 Assignment. You may not assign without our written consent. TripPay may assign to an affiliate or in connection with a merger, financing or sale.
9.6 Severability, waiver and force majeure. If a provision is unenforceable the rest remains in effect; failure to enforce is not a waiver; neither party is liable for delay caused by events beyond its reasonable control.
9.7 Electronic acceptance. You agree that electronic acceptance of these Payment Terms, including of any amendment, is valid, binding and enforceable.
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TripPay Corporation · 30 N Gould St, Ste 22578, Sheridan, WY 82801, USA · [email protected] · wink.travel