Partner Platform Agreement

1. Who we are

Nepgram is operated by Nepgram Technologies Pvt. Ltd., a single-shareholder private limited company incorporated under the Companies Act, 2063 (2006) of Nepal, operating as an intermediary e-commerce platform under the Electronic Commerce Act, 2081 (2025). Registered office: Bharatpur-7, Krishnapur, Chitwan, Nepal. We operate an intermediary e-commerce platform under the Electronic Commerce Act, 2081 (2025). We are not the operator of your tours, stays, transport, or other listed experiences unless a listing is expressly marked "Sold by Nepgram".

Your counterparty under this agreement is Nepgram Technologies Pvt. Ltd. alone. Two affiliated companies appear elsewhere in the booking flow, and you should know what they do: Yokura Expeditions Pvt. Ltd. is a licensed Nepali travel agency that arranges foreign-currency bookings as agent of providers, and Nepgram USA LLC charges international payment cards as merchant of record. Section 7 explains how that works and what it does and does not mean for you. Neither is a party to this agreement.

Affiliate disclosure. Yokura Expeditions Pvt. Ltd., an affiliate of Nepgram, is (i) a provider on the marketplace on the same terms as any other provider, without preference, and (ii) the licensed travel agency that, as agent of providers, arranges foreign-currency bookings and receives the related inward remittances. It receives no ranking, placement, fee, or informational preference over you, and is subject to the same agreement, commission schedule, and policies. Provider payouts are identical whether a booking is paid domestically or through the foreign-currency lane.

2. Your relationship with Nepgram

You are an independent contractor, not an employee, agent, franchisee, or joint-venturer of Nepgram. You control how you deliver your services, subject to law, this agreement, and the compliance details you provide under Electronic Commerce Act §16(b).

You are solely responsiblefor the performance, safety, quality, licensing, insurance, legality, and timeliness of every service you sell through Nepgram. That includes guides, drivers, equipment, premises, permits, staff qualifications, and honouring every confirmed booking on the terms shown on your listing and in the customer's confirmation.

This relationship is non-exclusive. You may sell the same services directly, through your own channels, or through other marketplaces — including our competitors — and we may promote services that compete with yours. We do not require rate parity: you set your own prices here and elsewhere. We ask only that the price you list on Nepgram is not materially worse than the price you publish yourself for the same service on the same dates and terms — the platform may not be used as a decoy price list to steer customers toward direct booking. Non-exclusivity also does not extend to confirmed bookings: see section 3.

3. Listing accuracy & operational performance

• Keep listings, photos, prices, inclusions, exclusions, meeting points, availability, and cancellation windows accurate and current.
• Respond to booking requests, messages, and operational notices promptly — unresponsive or repeatedly unfulfilled bookings are grounds for suspension.
• Do not misrepresent difficulty, fitness requirements, safety equipment, group size, or government permits.
• Honour the cancellation and refund policy you publish and the window shown on each confirmed booking.
• Honour confirmed inventory. A confirmed Nepgram booking may not be cancelled, bumped, or resold because a walk-in or another sales channel later offers more for the same seat, room, slot, or vehicle. Selling on many channels is welcome; reallocating inventory that is already confirmed is a serious performance breach.
• Report serious incidents involving a customer within 24 hours and cooperate with Nepgram's grievance process.

Nepgram may unpublish listings, withhold new bookings, or suspend your account if listings are misleading, unsafe, non-compliant, or you fail to deliver confirmed services without lawful excuse.

4. Compliance, seller disclosures & verification

You warrant that your §16(b) seller details (identity, registration authority, licence references, address, grievance contact, return/refund policy) are true, complete, and kept current within 48 hours of any change. You will provide evidence of licences, insurance, and permits when Nepgram or regulators request them.

Nepgram may verify your claims before or after go-live. False or expired credentials are grounds for immediate suspension and termination.

5. Commission, promotions & settlement

Nepgram's platform commission is set per vertical and shown in your partner dashboard and settlement statements. Rates in effect on the booking date apply to that booking; settlement snapshots the rate so historic payouts do not change when rates update. Founding-partner or custom rates apply only when expressly recorded on your account.

If we increase a commission rate, we will give you at least 30 days' written notice to the email address on your account, stating the new rate, the date it takes effect, and the reason for the change. We will not increase a rate more than once in any calendar year, except where the increase results from a change in law, tax, or payment-processing costs outside our control. If increases in a calendar year raise your rate by more than 20% in total, you may terminate this agreement by written notice within 30 days of the notice, with no penalty. Bookings made before an increase takes effect keep the earlier rate.

Nepgram-funded affiliate or promotional discounts are Nepgram's cost unless a settlement line shows a partner-funded amount. Any provider boost or promo you opt into is deducted from your payout per the settlement statement.

6. Payment collection, payouts & chargebacks

Where enabled, Nepgram collects customer payments on your behalf as your collection agentand remits your net share per the settlement schedule, after commission, applicable taxes on Nepgram's fee, refunds, chargebacks, and agreed deductions. Collection does not make Nepgram the seller or operator of your service.

• Payouts are made in NPR. Section 7 explains bookings paid in a foreign currency — those are also settled to you in NPR.
• You are responsible for your own income tax, VAT on the service, and permit fees unless a listing states otherwise.
• Refunds, customer-protection adjustments, and payment disputes may be deducted from future payouts or invoiced to you if recovery is required.
• No off-platform payment for Nepgram-originated bookings.You will not solicit, offer, or accept payment outside the platform for a booking that originated on Nepgram (amounts the booking confirmation itself says are payable on site, such as government permit fees, are not off-platform payment). For 24 months after a customer's last Nepgram booking or interaction, you will not invite that customer to book directly off-platform to avoid commission — including cancel-and-rebook arrangements or "book direct next time" cards, flyers, or offers made during service delivery. Customers who reach you through your own independent channels are not covered by this rule.

We do not guarantee customer payment.Our obligation to pay you is conditional on the corresponding customer funds actually being received and not reversed. If a payment fails, is charged back, or is otherwise reversed: no payout is due to you for that booking, Nepgram earns no commission on it, and any amount already paid to you may be offset against future payouts or invoiced to you. Nepgram is not a party to your contract with the customer and does not act as guarantor for the customer's payment. We will tell you when a chargeback affects one of your bookings and ask for the evidence needed to contest it; please respond within 3 business days so we can meet the card network's deadline.

7. Foreign-currency bookings

Some customers pay by international payment card in their own currency rather than in NPR. Where that option is enabled, the booking is handled as described below. This section changes nothing about who sells the service or what you are paid.

• You are still the seller.The customer's contract for the travel service is with you in every lane, on the same listing terms and the same cancellation policy. Your confirmation shows you as the provider.
• Who does what. Yokura Expeditions Pvt. Ltd., a licensed Nepali travel agency and an affiliate of Nepgram, acts as agent of you, the provider, to arrange the booking. Nepgram USA LLC charges the customer's card in its own name, as payment merchant of record. Nepgram continues to operate the platform and to compute and disburse your settlement.
• You have no contract with Nepgram USA LLC. It does not contract with you, does not select or supervise you, and is not your agent. It owes you nothing directly and you have no claim against it. Equally, Yokura Expeditions Pvt. Ltd. acts as agent of providers and is not the agent or representative of Nepgram USA LLC in Nepal. Your entitlement to be paid runs against Nepgram under this agreement, exactly as it does for a domestic booking.
• Your payout is the same. Commission rates, withholding, and settlement rules are identical in both lanes, computed by the same settlement engine and paid to you in NPR. Fees charged between the Nepgram companies for collection, agency, and settlement services are borne on our side of the transaction and do not reduce what you receive.
• Refunds and timing.A refund on a foreign-card booking is returned to the customer's card by Nepgram USA LLC and is never funded by a payment out of Nepal. Because funds for these bookings reach Nepal monthly and only after the service has been delivered, your payout date for a foreign-currency booking may fall later than for a domestic one. The settlement statement shows which lane each booking settled through.

Foreign-currency checkout operates only where and while Nepgram enables it. Nepgram may enable, disable, or change the lanes available for any listing, market, or currency.

8. VAT & tax invoices

You are the supplier of the travel service to the customer. You are solely responsible for charging, invoicing, and depositing any VAT due on the service value. Your VAT-registration status must be accurately recorded on your profile.

Nepgram's taxable supply is limited to its commission/intermediation fee. You authorise Nepgram to issue receipts or tax invoices to customers as your agent where applicable, and acknowledge settlement statements as the record of service value, service VAT, commission, commission VAT, and withholdings shown.

On foreign-currency bookings, Yokura Expeditions Pvt. Ltd. and Nepgram USA LLC charge fees for arranging and collecting the booking. Those are supplies between the Nepgram companies, invoiced with any tax due on them at our own cost. They are not a supply to you, they are not deducted from your settlement, and they do not change your VAT position on the service you provide.

9. Content, photos, logos & intellectual property

• You warrant you own or have all rights needed to upload listing text, photos, videos, logos, and marks, and that they do not infringe any third party's copyright, trademark, or privacy rights.
• You grant Nepgram a non-exclusive, royalty-free, worldwide licence to host, display, adapt (for formatting, translation, and promotion), and sublicense your listing content and marks solely to operate, market, and support the platform — including in search, maps, editorial features, and partner success materials.
• Nepgram's name, logo, software, and design remain our property. You may not imply endorsement beyond approved partner badges or use our marks except as we permit in writing.
• On termination, Nepgram may retain archival copies as required by law and for dispute resolution; public display ends when listings are unpublished.

10. Customer reviews & messaging

You will not solicit fake reviews, retaliate against customers for honest feedback, or offer incentives conditioned on a positive rating. You will use Nepgram messaging for booking-related communication where the platform provides it, and follow our trust and safety rules.

11. Liability allocation & indemnity

As between you and Nepgram, liability for the delivered experience rests with you. To the maximum extent permitted by Nepal law, Nepgram is not liable for personal injury, death, property loss, delays, or service failures arising from your acts, omissions, equipment, staff, or subcontractors during service delivery.

You will indemnify, defend, and hold harmlessNepgram and its officers from claims, fines, losses, and reasonable legal costs arising from your services, your breach of this agreement, your listings or content, regulatory non-compliance, or disputes with customers or third parties relating to service delivery — except to the extent caused by Nepgram's own fraud or wilful misconduct.

12. Suspension, dormancy & termination

• Nepgram may suspend or unpublish listings immediately for safety risk, fraud, licence or insurance lapse, repeated no-shows, chargeback abuse, or material misrepresentation.
• Accounts with no maintained listings, no bookable availability, or prolonged unresponsiveness may be marked dormant or archived after notice. Dormancy does not terminate this agreement; confirmed bookings are honoured first. Nepgram charges no listing or dormancy fee.
• Either party may terminate on reasonable notice. Termination does not affect commission already earned, refunds for confirmed bookings, or obligations that by nature survive (indemnity, tax records, confidentiality).
• Bookings already confirmed for a date after termination are honoured on these terms, and sections 6, 7, and 8 continue to apply to them until they are delivered, cancelled, or refunded and settled.

13. Service-specific annexes

Depending on the categories you sell, additional obligations apply. Where an annex below is stricter than the general terms, the stricter requirement wins. By acknowledging regulated-service claims at registration or accepting a high-risk category, you agree to the matching annex.

• Annex A — Stays: lawful homestay/hotel registration where required; accurate amenities; safe premises; food-hygiene compliance if meals are served.
• Annex B — Tours & sightseeing: tourism-operator licence where required; licensed guides and road-legal transport; accurate itineraries and permit handling as stated.
• Annex C — Adventure & high-risk activities: current operator permits, certified pilots/instructors/guides, maintained equipment, valid liability and rescue insurance (Nepgram as additional insured where obtainable), recorded customer assumption-of-risk before payment, and 24-hour incident reporting.
• Annex D — Treks: trekking agency licence, TIMS and trekking permits as applicable, qualified lead guides, insured trekking staff, and truthful difficulty, altitude, and acclimatisation disclosures.
• Annex E — Expeditions (mountaineering & peak climbing): expedition operator authorisation and climbing permits, insured high-altitude staff, proof of customer rescue and medical cover as a condition of joining, and the strongest assumption-of-risk regime, expressly acknowledging risk of death.
• Annex F — Self-drive rentals: roadworthy, registered, insured vehicles; renter licence and age verification; documented handover condition and damage, excess, and deposit terms; the renter drives and bears traffic-law responsibility.
• Annex G — Ground transport (private transfers & intercity bus): valid route and operator authorisation, licensed drivers, passenger insurance, roadworthy vehicles, and accurate schedule, seat, and pickup/drop-off terms. The operator is the carrier and bears carrier liability.
• Annex H — Events, tickets & entry/permits: venue permissions, crowd capacity and safety plans as required by local authorities; the organiser is responsible for the event and its refund policy. Government permit fees are set by the issuing authority and are non-refundable per that authority.
• Annex I — Equipment rentals: maintained and inspected gear, documented safety briefing, clear deposit and damage terms, and insurance where the activity warrants it.

14. Data protection

You will use customer personal data only to fulfil bookings and as permitted by law. Do not export customer contact details for off-platform marketing without their consent. Our privacy policy describes how Nepgram processes data; you must keep your own records securely.

15. Changes, governing law & disputes

Nepgram may update this agreement by publishing a new version and bumping the version number. Material changes require re-acceptance before new listings go live. Continued use after notice constitutes acceptance where permitted by law.

This agreement is governed by the laws of Nepal. Disputes between you and Nepgram are subject to the exclusive jurisdiction of the competent courts of Nepal after good-faith resolution through support and, where applicable, the grievance process in the Electronic Commerce Act.

16. Contact

Partner support: support@nepgram.com. Company disclosures: disclosures page.