Supplier Agreement
Effective Date: 1 MAY 2025
This Supplier Agreement ("Agreement") is entered into effective as of the date of last signature below or the date Supplier commences listing Services on the Platform, whichever is earlier ("Effective Date"), by and between:
ALLEY BOOKINGS LTD., a company incorporated under the laws of the Federal Republic of Nigeria, with its registered office at No. 32 Gwarzo Road, Bompai, Kano - Nigeria ("Alley Bookings," "we," "us," "our"),
AND
[Supplier Full Legal Name], a [Specify Legal Structure, e.g., Limited Liability Company, Sole Proprietorship] organised under the laws of [Specify Jurisdiction, e.g., Nigeria], with its principal place of business at [Supplier Full Address] ("Supplier," "Partner," "you," "your").
RECITALS:
A. Alley Bookings operates an online platform, including the website www.alleybookings.com and associated mobile applications (collectively, the "Platform"), which connects end-users ("Guests") with providers of accommodation, event spaces, flights, tours, and other travel-related services.
B. Supplier owns, operates, or is duly authorized to offer certain services (e.g., accommodation, event space, tours) ("Services") and wishes to make these Services available for booking by Guests through the Platform.
C. Alley Bookings agrees to list Supplier's Services on the Platform and facilitate bookings, and Supplier agrees to provide the Services listed and honour bookings made through the Platform, under the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:
1. DEFINITIONS
(Definitions for other terms like "Booking," "Guest," "Platform," "Services" are incorporated from the Recitals or defined herein.)
1.1. "Alley Bookings Content" means all content on the Platform, excluding Supplier Content, including text, graphics, logos, software, and trademarks owned by or licensed to Alley Bookings.
1.2. "Commission" means the fee payable by Supplier to Alley Bookings for each Confirmed Booking, calculated as a percentage of the Gross Booking Value unless otherwise agreed in writing.
1.3. "Confirmed Booking" means a booking made by a Guest through the Platform for Supplier's Services which has been confirmed by Alley Bookings and/or the Supplier (as per the agreed process) and for which payment has been successfully processed or secured according to the agreed payment model.
1.4. "Confidential Information" means any non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Includes, but is not limited to, business plans, customer data, financial information, pricing, and the terms of this Agreement.
1.5. "Extranet" means the online portal or system provided by Alley Bookings through which Supplier can manage its listings, rates, availability, and bookings.
1.6. "Gross Booking Value" means the total amount payable by the Guest for the Supplier's Service as booked via the Platform, including the Service rate, mandatory taxes collected by Alley Bookings on behalf of the Supplier, and any mandatory fees included in the rate displayed on the Platform, but excluding taxes or fees payable directly by the Guest to the Supplier upon arrival/consumption and excluding any separate Alley Bookings booking fees charged directly to the Guest (if any). The precise basis for calculation will be detailed in Appendix A (Commercial Terms).
1.7. "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, database rights, design rights, and other intellectual property rights, whether registered or unregistered.
1.8. "KYC" means "Know Your Customer" / "Know Your Partner" verification procedures implemented by Alley Bookings.
1.9. "Supplier Content" means all information, text, descriptions, photographs, images, videos, logos, trademarks, pricing, availability data, policies, and other materials provided by Supplier to Alley Bookings for display on the Platform.
2. APPOINTMENT & SCOPE
2.1. Supplier hereby grants Alley Bookings a non-exclusive, worldwide, royalty-free right and license during the Term of this Agreement to:
a) Display Supplier Content on the Platform and through affiliated or partner channels used by Alley Bookings for marketing.
b) Market, promote, and make Supplier's Services available for booking by Guests via the Platform.
c) Act as an intermediary to facilitate Confirmed Bookings between Guests and Supplier.
d) Collect payments from Guests for Confirmed Bookings on behalf of the Supplier, as specified in Section 6 (Payment Model).
2.2. This Agreement does not create an exclusive relationship. Supplier is free to list its Services through other channels, and Alley Bookings is free to list services from other suppliers, including competitors of Supplier.
3. SUPPLIER OBLIGATIONS
3.1. Listing Requirements & Content:
a) Supplier shall provide Alley Bookings with accurate, complete, up-to-date, and truthful Supplier Content for its listings, including detailed descriptions of Services, amenities, location, high-quality images/videos, and applicable policies (cancellation, check-in/out, house rules, etc.).
b) Supplier represents and warrants that it owns or has all necessary rights, licenses, and permissions to provide the Supplier Content (including images/videos) to Alley Bookings for use on the Platform and that such use does not infringe any third-party Intellectual Property Rights or privacy rights.
c) Supplier shall promptly update Supplier Content via the Extranet or other agreed method if any information changes or becomes inaccurate.
3.2. Availability & Pricing:
a) Supplier is solely responsible for managing and updating its Service availability ("inventory") and rates ("pricing") accurately and in real-time via the Extranet or an approved channel manager/API connection.
b) Supplier agrees to maintain sufficient availability data to prevent overbookings resulting from Platform bookings.
c) Supplier shall ensure that rates displayed on the Platform are competitive. [Optional: Add Rate Parity Clause if required by business model - Consult legal counsel on enforceability "Supplier agrees that the rates (including conditions, restrictions) offered through the Platform will be no less favourable than the rates offered through Supplier's own website or any other third-party channel."]
d) Supplier is responsible for setting its prices, including applicable taxes and mandatory fees that should be included in the Gross Booking Value.
3.3. Honouring Bookings:
a) Supplier unconditionally agrees to accept and honour all Confirmed Bookings made through the Platform at the price and under the conditions specified at the time of booking.
b) In the event Supplier cannot honour a Confirmed Booking due to its own fault (e.g., overbooking, unforeseen closure not qualifying as Force Majeure), Supplier shall immediately notify Alley Bookings and shall be solely responsible for arranging suitable alternative accommodation or services of equal or better standard for the Guest, acceptable to the Guest, at Supplier's sole expense. Supplier shall also cover any reasonable additional costs incurred by the Guest (e.g., transportation). Failure to do so may result in penalties or suspension from the Platform, in addition to liability towards the Guest and Alley Bookings.
3.4. Service Quality & Standards:
a) Supplier shall provide the Services to Guests in a professional manner, consistent with good industry practice, and at a standard of quality that is accurately reflected in the Supplier Content.
b) Supplier shall comply with all applicable laws and regulations regarding health, safety, licensing, permits, and service provision in its jurisdiction.
3.5. Guest Relations & Complaints:
a) Supplier is primarily responsible for handling Guest check-in/check-out, service delivery, and addressing any Guest inquiries or complaints related to the Service provided.
b) Supplier agrees to cooperate reasonably with Alley Bookings in resolving any Guest complaints related to a Confirmed Booking.
3.6. Know Your Customer (KYC) Verification:
a) Supplier agrees to provide Alley Bookings with necessary documentation and information as requested for KYC verification purposes, both during onboarding and periodically thereafter. This may include proof of identity, business registration documents, bank account details, operating licenses, and other information required by law or Alley Bookings' internal policies.
b) Failure to provide required KYC information or pass verification checks may result in delay or suspension of listing activation, payment remittance, or termination of this Agreement. Details of required documentation may be provided in an Appendix or during onboarding.
3.7. Data Protection:
a) Supplier shall comply with all applicable data protection laws (including NDPR, and GDPR if applicable) regarding any Guest personal data received from Alley Bookings or directly from the Guest in connection with a Confirmed Booking.
b) Supplier shall only use Guest personal data for the purpose of fulfilling the Confirmed Booking and providing the Service, unless the Guest provides separate, explicit consent directly to the Supplier for other purposes (e.g., marketing).
c) Supplier shall implement appropriate technical and organizational measures to protect Guest personal data against unauthorized access, loss, or destruction.
4. ALLEY BOOKINGS OBLIGATIONS
4.1. Platform Provision: Alley Bookings shall use commercially reasonable efforts to maintain the availability and functionality of the Platform for listing Services and facilitating Bookings. Alley Bookings does not guarantee uninterrupted access and may perform maintenance as needed.
4.2. Marketing: Alley Bookings may, at its sole discretion, market and promote the Platform and the Supplier's listed Services through various online and offline channels.
4.3. Booking Facilitation: Alley Bookings shall provide functionality for Guests to search, view, and book Supplier's Services and shall transmit Confirmed Booking details to the Supplier via the Extranet, email, or other agreed method.
4.4. Payment Processing: Alley Bookings (or its authorized payment processor) shall facilitate the collection of payments from Guests for Confirmed Bookings according to the agreed payment model (see Section 6).
4.5. Customer Support: Alley Bookings shall provide reasonable customer support to Guests regarding the use of the Platform and the booking process. Support regarding the Service itself remains the Supplier's primary responsibility.
4.6. Data Protection: Alley Bookings shall comply with applicable data protection laws regarding personal data collected from Guests and shared with Suppliers, as detailed in its Privacy Policy.
5. COMMISSION & COMMERCIAL TERMS
5.1. Commission Rate: Supplier agrees to pay Alley Bookings a Commission for each materialised/consumed Confirmed Booking originating from the Platform. The applicable Commission percentage [%] of the Gross Booking Value is set forth in Appendix A (Commercial Terms) attached hereto, or as otherwise agreed in writing.
5.2. Calculation: Commission is payable on the Gross Booking Value for the actual duration of the Guest's stay or consumption of the Service, net of cancellations and no-shows (unless the applicable cancellation policy allows Supplier to retain payment, in which case Commission is still due on the retained amount). Commission is not payable on additional charges paid directly by the Guest to the Supplier (e.g., mini-bar, room service, local taxes not included in Gross Booking Value).
5.3. Adjustments: Commission calculations will be adjusted for verified cancellations, no-shows, and booking modifications according to the applicable policies and reported accurately by the Supplier. Supplier agrees to promptly notify Alley Bookings of any no-shows or cancellations not processed via the Platform.
6. PAYMENT MODEL & REMITTANCE
[Select the appropriate model(s) - Model A is common]
[Model A: Alley Bookings Collects Payment - Agency Model]
6.1. Alley Bookings (or its payment processor) will collect the Gross Booking Value from the Guest at the time of booking or according to the payment policy displayed.
6.2. Alley Bookings shall remit payment to the Supplier for materialised Confirmed Bookings, calculated as the Gross Booking Value collected from the Guest minus the applicable Commission ("Net Amount").
6.3. Remittance Schedule: Payments of the Net Amount due to the Supplier will typically be processed by Alley Bookings on a [e.g., monthly, bi-weekly] basis, covering bookings where the check-out date / service consumption date falls within the preceding period. The specific schedule is outlined in Appendix A.
6.4. Statement/Invoice: Alley Bookings will provide Supplier with a statement detailing the Confirmed Bookings, Gross Booking Values, Commission deducted, and Net Amount payable for the period.
6.5. Payment Method: Payments will be made via [e.g., bank transfer] to the verified bank account provided by the Supplier during the KYC process. Supplier is responsible for any fees charged by its own bank.
[Model B: Supplier Collects Payment - Commission Invoice]
6.1. Guest pays the Supplier directly upon arrival or consumption of the Service.
6.2. Alley Bookings will issue an invoice to the Supplier on a [e.g., monthly] basis for the total Commission due on materialised Confirmed Bookings during the preceding period.
6.3. Payment Due: Supplier agrees to pay the invoiced Commission amount to Alley Bookings within [e.g., 14, 30] days of the invoice date via [e.g., bank transfer] to Alley Bookings' designated bank account. Late payments may incur interest.
[Specify which model applies, or if both can apply under different circumstances, in Appendix A]
6.6. Taxes: Each party is responsible for its own tax obligations. Supplier is responsible for determining and remitting all applicable taxes on the Services provided (e.g., VAT, consumption tax, tourism levies). Alley Bookings is responsible for taxes on its Commission income. Prices provided by Supplier should clearly indicate whether they are inclusive or exclusive of taxes payable by the Guest.
7. DATA SHARING & PRIVACY
7.1. Alley Bookings will share necessary Guest information (name, contact details, booking specifics) with the Supplier solely for the purpose of enabling the Supplier to manage and fulfil the Confirmed Booking.
7.2. Both parties agree to handle shared personal data in strict compliance with applicable data protection laws (NDPR, GDPR where applicable) and their respective privacy policies.
7.3. Supplier agrees not to use Guest contact information obtained through Alley Bookings for unsolicited marketing communications unless the Guest has provided separate, explicit consent directly to the Supplier.
8. INTELLECTUAL PROPERTY
8.1. Alley Bookings retains all rights, title, and interest in and to the Platform, Alley Bookings Content, and its trademarks.
8.2. Supplier retains all rights, title, and interest in and to its Supplier Content and its trademarks.
8.3. Supplier grants Alley Bookings the license specified in Section 2.1 to use Supplier Content solely in connection with operating the Platform and fulfilling its obligations under this Agreement.
9. LIABILITY & INDEMNIFICATION
9.1. Alley Bookings' Role: Supplier acknowledges that Alley Bookings acts solely as an intermediary platform and booking facilitator. Alley Bookings is not responsible for the provision, quality, safety, or legality of the Services offered by the Supplier, nor for the actions or omissions of Guests.
9.2. Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALLEY BOOKINGS' TOTAL AGGREGATE LIABILITY TO SUPPLIER UNDER OR IN CONNECTION WITH THIS AGREEMENT (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) SHALL BE LIMITED TO THE TOTAL AMOUNT OF COMMISSION RECEIVED BY ALLEY BOOKINGS FROM THE SUPPLIER DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOSS OF BUSINESS.
9.3. Supplier Indemnification: Supplier agrees to indemnify, defend, and hold harmless Alley Bookings, its affiliates, officers, directors, employees, and agents from and against any and all third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:
a) Any breach by Supplier of its representations, warranties, or obligations under this Agreement.
b) The provision of the Services by Supplier, including any claims related to service quality, safety, injury, or property damage occurring at Supplier's premises or during the Service.
c) Any inaccuracy or defect in the Supplier Content provided.
d) Any claim that Supplier Content infringes third-party Intellectual Property Rights.
e) Supplier's failure to comply with applicable laws and regulations (including data protection, tax, licensing).
f) Any failure by Supplier to honour a Confirmed Booking.
9.4. Alley Bookings Indemnification: Alley Bookings agrees to indemnify Supplier against direct damages finally awarded resulting from third-party claims that the Platform technology itself (excluding Supplier Content) infringes Nigerian intellectual property rights.
10. TERM AND TERMINATION
10.1. Term: This Agreement commences on the Effective Date and shall continue for an initial term of one (1) year, automatically renewing for successive one (1) year periods unless terminated earlier as provided herein.
10.2. Termination for Convenience: Either party may terminate this Agreement for any reason upon providing [e.g., 30, 60] days' prior written notice to the other party.
10.3. Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party:
a) Commits a material breach of this Agreement and fails to cure such breach within [e.g., 15, 30] days of receiving written notice thereof.
b) Becomes insolvent, files for bankruptcy, or ceases its business operations.
c) Fails KYC verification or engages in fraudulent activity.
10.4. Consequences of Termination: Upon termination:
a) Alley Bookings shall remove Supplier's listings from the Platform.
b) Supplier shall honour all Confirmed Bookings made prior to the effective date of termination.
c) All outstanding Commission payments due to Alley Bookings shall become immediately payable by Supplier (if applicable model).
d) All outstanding Net Amount payments due to Supplier shall be paid by Alley Bookings according to the regular schedule, subject to final reconciliation (if applicable model).
e) Sections concerning Confidentiality, Liability, Indemnification, Data Protection, Intellectual Property, Governing Law, and Dispute Resolution shall survive termination.
11. CONFIDENTIALITY
11.1. Each party agrees to keep the other party's Confidential Information confidential and not disclose it to any third party (except employees, agents, or advisors who need to know and are bound by confidentiality obligations) or use it for any purpose other than performing its obligations under this Agreement, during the Term and for [e.g., 3, 5] years thereafter.
11.2. Confidential Information does not include information that: (a) is or becomes publicly known through no wrongful act of the receiving party; (b) was rightfully known by the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or court order (provided notice is given to the disclosing party, if legally permissible).
12. DISPUTE RESOLUTION & GOVERNING LAW
12.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of laws principles.
12.2. Amicable Negotiation: The parties agree to first attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement ("Dispute") through good faith negotiations between representatives with authority to settle the Dispute.
12.3. Arbitration: If the Dispute cannot be resolved through negotiation within thirty (30) days, the Dispute shall be finally settled by binding arbitration administered by the [Choose: Lagos Court of Arbitration (LCA) or Regional Centre for International Commercial Arbitration - Lagos (RCICAL)] in accordance with its Arbitration Rules. The arbitration shall take place in Kano, Nigeria (or another mutually agreed location). The language of the arbitration shall be English. The arbitral award shall be final and binding.
12.4. Jurisdiction: Notwithstanding the arbitration clause, either party may seek injunctive or other equitable relief in a court of competent jurisdiction in Kano, Kano State, Nigeria, to prevent imminent harm or protect its Intellectual Property Rights.
13. MISCELLANEOUS
13.1. Notices: All notices under this Agreement shall be in writing and sent to the addresses specified above (or as updated in writing) via registered mail or reputable courier, or email (with read receipt requested).
13.2. Entire Agreement: This Agreement, including any Appendices attached hereto, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements, understandings, or representations.
13.3. Amendments: No amendment or modification of this Agreement shall be valid unless in writing and signed by authorized representatives of both parties.
14.4. Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Alley Bookings may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets without consent.
13.5. Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, employment, or agency relationship (other than the limited agency for booking facilitation and payment collection as specified).
13.6. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
13.7. Waiver: Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.
IN WITNESS WHEREOF, the parties hereto have executed this Supplier Agreement by their duly authorized representatives.
ALLEY BOOKINGS LTD.
By: ______________________
Name: ______________________
Title: ______________________
Date: ______________________
[SUPPLIER FULL LEGAL NAME]
By: ______________________
Name: ______________________
Title: ______________________
Date: ______________________
Appendix A: Commercial Terms
(This Appendix needs to be filled in specifically for each Supplier or Supplier Type)
1. Applicable Services: [List the specific services covered, e.g., Hotel Accommodation, Event Venue Rental, Guided City Tours]
2. Commission Percentage: The Commission payable by Supplier to Alley Bookings shall be [XX]% of the Gross Booking Value.
3. Gross Booking Value Calculation Basis: [Specify clearly, e.g., Calculated on the total room rate including mandatory taxes collected by Alley Bookings and non-optional fees, but excluding local taxes/fees paid directly by the Guest at the property.]
4. Applicable Payment Model: [Select one: Model A (Alley Bookings Collects) / Model B (Supplier Collects) / Specify if different models apply to different services]
5. Remittance Schedule (if Model A): Alley Bookings shall process payments to Supplier on or around the [e.g., 15th] day of each month, covering Confirmed Bookings with check-out/consumption dates in the preceding calendar month.
6. Invoice Payment Due Date (if Model B): Supplier shall pay Alley Bookings' Commission invoices within [e.g., 14] days of the invoice date.
7. Special Conditions/Exclusions: [Note any specific agreements, e.g., different commission for specific periods, handling of group bookings, etc.]