Vendor Agreement

Kariba operates a technology platform and booking marketplace that connects travellers (“Customers”) with independent car-rental companies. Kariba is not a car-rental company and does not own, operate, inspect, maintain, insure or control any vehicle. The rental contract for each booking is made directly between you and the Customer; Kariba is not a party to it.

You are an independent business. Nothing in this Agreement creates any employment, agency, partnership, joint venture or franchise relationship between you and Kariba, and neither party may bind the other or hold itself out as able to do so. You are responsible for your own business, staff, vehicles, pricing and rental terms.

You must provide accurate, current and complete registration, contact, ownership (KYC) and payout information, keep it up to date, and keep your account credentials secure. You are responsible for all activity under your account, including that of your staff. The individual accepting this Agreement warrants that they are authorised to bind the Vendor.

You are responsible for the accuracy and legality of your listings — vehicle details, class, registration, pricing, fees, availability, photos, extras, insurance terms and rental conditions — and for keeping them current. You must honour every booking you confirm, at the price and terms shown to the Customer when they booked.

You must keep your calendar accurate. Confirmed dates are blocked automatically; you are responsible for any other blocks, for avoiding double-bookings, and for promptly informing a Customer and Kariba if you cannot fulfil a confirmed booking.

Every vehicle you list and hand over must be roadworthy, safe, legally registered and inspected, properly maintained and serviced, clean, and compliant with all applicable Aruban vehicle, safety and traffic laws. You must not hand over a vehicle with an undisclosed material defect or outstanding safety recall, and you must keep records of maintenance and inspections. You are solely responsible for the condition and safety of your vehicles at and throughout each rental.

You must, at your own cost, obtain and keep in force at all times all motor, third-party liability and other insurance required to operate a car-rental business and to rent out each listed vehicle under Aruban law, at coverage levels at or above the legal minimum. Your insurance must cover the Customer and any permitted driver for the rental, and you are responsible for clearly disclosing to the Customer the coverage, any excess/deductible, and any exclusions before the rental.

You are the insurer of record for the rental relationship; Kariba does not provide, arrange, hold, underwrite or administer any insurance or coverage and is not responsible for the existence, scope, sufficiency or handling of any coverage or claim. You must provide proof of valid insurance on Kariba’s request, and notify Kariba promptly if required insurance lapses or is cancelled. Handling of damage, security deposits and insurance claims is between you and the Customer under your rental agreement.

The rental itself is governed by your own rental agreement with the Customer, which you are responsible for. Your rental agreement, and your pricing, deposit, insurance and cancellation terms, must be lawful, must comply with applicable consumer-protection law, and must be consistent with what was shown to the Customer on the Platform at the time of booking. You must make those terms available to the Customer at or before booking and honour them.

You are responsible for your Customers and for all of your dealings with them. This includes providing the vehicle and rental you offered, responding promptly to Customer messages, and handling incidents, complaints and disputes yourself, in good faith, fairly and in line with applicable consumer-protection law. You are responsible for any loss, injury or harm to a Customer or to a third party arising from the vehicle or the rental. Kariba is not responsible for your Customers or your rental service.

Kariba charges a commission on bookings at the rate shown in your dashboard. Commission accrues when you accept a booking (or on auto-acceptance) and is Kariba’s fee for the booking. Where Kariba collects payment online, commission is deducted from your payout; where the Customer pays you at pickup, you owe Kariba the commission for that booking as shown in your dashboard.

Payouts of amounts Kariba collects online are made to the payout details you provide, in your configured currency, on the Platform’s payout schedule, net of commission, fees, refunds, chargebacks and any amounts you owe Kariba, which Kariba may set off. Keep your payout and KYC details current. If a booking is cancelled or reversed, related commission and payouts are adjusted accordingly.

Amounts you owe Kariba — including commission, fees and amounts under this Agreement — are due and payable, and Kariba may deduct or set them off against your payouts or invoice you for them. Overdue amounts may accrue interest at the applicable statutory rate, and you are responsible for Kariba’s reasonable costs of recovering them. Your obligation to pay commission and other amounts is not reduced or excused by any dispute between you and a Customer, and remains payable as a debt after your account is suspended or this Agreement ends.

If, because of your act, omission, cancellation, no-show, misrepresentation or breach, Kariba refunds or credits a Customer, incurs a chargeback, penalty, fee or fine, or is required to compensate a Customer, you will reimburse Kariba that amount on demand. In addition, where a booking is cancelled, not fulfilled or refunded because of your act, omission, no-show or breach, you owe Kariba the commission it would have earned on that booking, on top of any refund or cost — Kariba does not lose its commission because of your fault. Kariba may withhold or suspend a payout where it reasonably suspects fraud, a chargeback, an unresolved Customer dispute, or a breach of this Agreement, pending resolution.

Kariba may change its commission, fees or payout schedule on reasonable prior notice; continuing to list after a change takes effect means you accept it.

You may offer full prepayment, a deposit with the balance collected before or at pickup, or pay-at-pickup, and you set your deposit percentage and cancellation policy. These terms are shown to Customers at booking and applied automatically. Refunds of the rental amount follow your published cancellation policy.

Security deposits you require are collected, held and released by you at pickup and return; Kariba does not process, hold or control them and is not responsible for their handling or return.

You are solely responsible for determining, collecting, reporting and remitting all taxes, levies and duties arising from your rentals and your business, including any turnover tax (BBO/BAVP/BAZV), income tax and payroll obligations. Prices you set are inclusive of taxes you are required to charge unless stated. Kariba is not your tax agent; Kariba may report or withhold amounts where required by law and may provide you transaction records for your own tax reporting.

You represent and warrant, on an ongoing basis, that: you have full authority and capacity to enter into and perform this Agreement; you hold and maintain all licences, permits, registrations and insurance required to operate a car-rental business and rent out each vehicle in Aruba; each listed vehicle is owned or lawfully controlled by you, roadworthy, registered and insured; your listings, pricing and information are accurate and not misleading; you will honour confirmed bookings; you own or are licensed to use all content you upload; and your operations comply with applicable law.

You will comply with all laws applicable to your business, including vehicle, road-safety, licensing, consumer-protection, tax, employment, data-protection, anti-bribery, anti-money-laundering and sanctions laws. You will not discriminate against Customers unlawfully, and you will deal with Customers fairly and in good faith.

On Kariba’s request, you will promptly provide evidence that you hold the licences, permits, registrations and insurance required under this Agreement, and you authorise Kariba to verify your compliance. Failure to provide evidence Kariba reasonably requests, or any material inaccuracy in it, is a breach of this Agreement.

You will not create, solicit, incentivise, buy or otherwise manipulate reviews or ratings, review your own listings, or threaten or retaliate against a Customer in connection with a review. Reviews must reflect genuine rentals.

For any Customer introduced to you through the Platform, you must not seek to arrange, move or take payment for that rental (or divert the Customer to a repeat rental) outside the Platform in order to avoid Kariba’s commission or fees, for the duration of the relationship and a reasonable period afterwards. You must not use Customer contact details obtained through the Platform for that purpose or for unrelated marketing.

You grant Kariba a non-exclusive, worldwide, royalty-free licence to host, display, reproduce, adapt (for formatting) and distribute the listing content, photographs, name and marks you provide, for the purpose of operating, marketing and promoting the Platform and your listings, for as long as you list with Kariba and a reasonable period afterwards. You warrant you hold the rights to grant this licence. The Platform, and the Kariba name, logo and software, remain Kariba’s property; nothing here transfers them to you.

Kariba and you are each independent controllers of the personal data you each process. You will use Customer personal data received through the Platform only to fulfil the relevant rental and to meet your legal obligations, will protect it with appropriate security, will comply with the Aruba Personal Data Protection Ordinance and other applicable data-protection law and the Privacy Policy, and will not use it for unrelated marketing without the Customer’s consent or retain it longer than necessary.

You will keep confidential, and use only for this Agreement, any non-public information you receive from Kariba or through the Platform — including Customer personal data, Platform and booking data, and Kariba’s commercial terms — and will not disclose it except as required by law or to advisers bound by confidentiality. This obligation continues after this Agreement ends.

The Platform is provided “as is” and “as available”. Kariba will provide it with reasonable care and skill but does not warrant that it will be uninterrupted or error-free, and does not guarantee any level of bookings, volume, revenue or availability. Kariba may change, suspend or discontinue features of the Platform.

To the fullest extent permitted by law, Kariba is not liable to you for indirect, incidental, special or consequential loss, or for loss of profits, revenue, business, data or goodwill. To the fullest extent permitted by law, Kariba’s total aggregate liability to you arising out of or relating to the Platform or this Agreement in any 12-month period will not exceed the total commission Kariba earned from you in that period.

Nothing in this Agreement excludes or limits any liability that cannot lawfully be excluded, including liability for death or personal injury caused by Kariba’s own negligence, or for Kariba’s fraud.

To the fullest extent permitted by law, you will defend, indemnify and hold harmless Kariba and its officers, employees and agents from and against any and all third-party claims, demands, proceedings, liabilities, damages, penalties, losses and expenses (including reasonable legal fees) arising out of or connected with: a vehicle you list or hand over; any rental, accident, collision, injury, death or property damage involving your vehicle or the rental; the absence, lapse or insufficiency of your insurance; your rental agreement or your dealings with a Customer; your breach of this Agreement or of any law; your taxes; or the acts or omissions of your staff.

You will notify Kariba of any such claim of which you become aware. Kariba will notify you promptly of any claim for which it seeks indemnity and will reasonably cooperate. Kariba is entitled to participate in and, if it chooses, to control the defence and settlement of any claim against it at your expense, and you may not settle any claim in a way that admits fault by, imposes any obligation on, or affects the rights of Kariba without Kariba’s prior written consent.

Kariba may suspend, restrict, remove or terminate your account or listings immediately, with or without notice, if you breach this Agreement, misrepresent your listings, lack required licences or insurance, put Customers or safety at risk, or as needed to protect the Platform, Customers or Kariba. In addition, Kariba may terminate this Agreement or stop offering you the Platform for any reason, or no reason, on reasonable prior notice.

Kariba is not liable to you for lost bookings, revenue, profit or goodwill arising from any suspension, removal or termination made in good faith under this Agreement. You may stop listing at any time on notice. On termination you must still honour existing confirmed bookings and settle all amounts owed to Kariba. Provisions that by their nature should survive — including commission and amounts owed, indemnities, limitations of liability, confidentiality, data protection, and governing law — survive termination.

Kariba may update this Agreement from time to time. If a change is material, Kariba will take reasonable steps to notify you. Your continued listing or use of the Platform after a change takes effect means you accept the updated Agreement.

This Agreement, and any dispute or claim arising out of or in connection with it, are governed by the laws of Aruba, without regard to conflict-of-law rules. You and Kariba submit to the exclusive jurisdiction of the competent courts of Aruba.

This Agreement is the entire agreement between you and Kariba regarding the Platform and supersedes prior arrangements on that subject. If any provision is unenforceable, the rest continues in effect. A failure to enforce a right is not a waiver of it. You may not assign this Agreement without Kariba’s consent; Kariba may assign it to an affiliate or successor. Neither party is liable for failure or delay caused by events beyond its reasonable control. Notices may be given through the Platform or the contact details on your account.

This Agreement is published in English and Spanish. In the event of any conflict, the English version prevails, except where mandatory local law requires otherwise.