Travel Partner Agreement

1.Key terms at a glance

This summary is for convenience only and does not replace the full agreement below.

• Commission: 10% for the Agent, built into displayed prices (unless otherwise agreed case by case).
• Unbranded presentation: Agents may present Smiling House exclusive properties unbranded.
• Holds: properties can be held 24–48 hours, case by case, in the renter's name and referenced to the Agent.
• Payment: 50% within 2 business days of booking; 50% no later than 2 months before the first day of the rental. Card payments incur a 3% charge.
• Cancellation: amounts paid are non-refundable.
• Confirmation: no booking is confirmed until payment is received and written confirmation is issued by Smiling House.
• Term: 5 years initial, then automatic 1-year renewals. Either party may terminate on 15 days' written notice.
• Basis: non-exclusive. Non-circumvention and confidentiality apply for 5 years.
• Governing law: Switzerland. Exclusive jurisdiction: the competent courts in Saanen, Berne.

2.Parties and scope

This Travel Partner Agreement (this "Agreement") is between Smiling House Ltd ("Smiling House") and the travel partner (the "Agent") — a travel agency, travel agent, travel designer, concierge company, or another agency or company that is a channel for potential customers.

The Agent wishes to gain access to Smiling House's network of exclusive private properties for the purpose of generating short-term, long-term and sabbatical reservations and bookings, and/or the sale of properties, by using the database, services and platform of Smiling House. Smiling House represents a worldwide network of exclusive private high-end properties, connects travellers with unique chalets, villas, castles, houses and apartments across the globe, and has the experience and skills necessary to select, make available, advertise, present and book luxury properties for potential renters and/or buyers.

The parties cooperate on a non-exclusive basis, as set out in this Agreement. To become a travel partner, get in touch via /contact.

⚠ Placeholder: confirm the registered legal entity name and address before publishing — the signed agreement names "Smiling House AG", Mettlenstr. 16, CH-3780 Gstaad, Switzerland.

3.Smiling House's undertakings

During the Term (as defined below), Smiling House shall:

• At Smiling House's reasonable discretion, advertise and expose properties in the Smiling House online software for agents (the "Software"), in a way that enables the Agent to browse, market, reserve (hold) and book any available property from the Smiling House collection, in accordance with the terms of this Agreement. Smiling House shall keep property details and the information required for the booking process updated and available, including marketing materials, calendar availability and rates.
• Enable Agents to present Smiling House exclusive properties on an unbranded basis.
• Reasonably instruct and support users in the proper use of the Software.
• Display property prices based on the net price plus a 10% commission for the Agent, unless otherwise agreed by the parties on a case-by-case basis (the "Commission").
• Where a renter pays Smiling House directly, pay the Agent the agreed Commission.
• Use reasonable commercial efforts to ensure that the information on Smiling House's calendar is accurate. Actual availability is subject to final confirmation by Smiling House, and written confirmation from Smiling House must be obtained before a reservation is deemed final. No intention to book may be treated as confirmed until confirmation has been received from a member of the team.
• On a case-by-case basis, allow a hold on a property for the Agent while the renter finalises their decision, checks flight availability and so on, for a period of 24 to 48 hours. A hold is placed in the renter's name and referenced to the Agent.

4.Agent's undertakings

During the Term, the Agent shall:

• Refrain from allowing unauthorised personnel and/or any third parties to redistribute the use of, or access to, the Software. In particular, Software login information shall be disclosed by the Agent only to Agent employees who need to know it, and on a limited distribution basis.
• Treat all marketing information and property details provided by Smiling House as it treats its own sensitive information, and use it exclusively for the purpose of marketing properties offered by Smiling House.
• At Smiling House's request, provide the name and details of prospective renters and/or buyers.
• Collect the applicable security deposit for a property from the renters and transfer it to Smiling House, for onward transfer to the property owner or manager.

5.Payment and cancellation

The Agent will pay Smiling House for the rent of a property as follows: (a) 50% within 2 business days of the booking of a property, and (b) 50% no later than 2 months before the first day of the property rental.

Amounts paid are non-refundable.

Payments may be made by bank transfer or credit card. Where payment is made by credit card, a 3% charge will be added to the property fee.

6.Booking confirmation

A booking of a property will not be confirmed until Smiling House has received payment in accordance with the payment terms above. Guest-facing bookings remain subject to the Booking Terms (/legal/booking-terms) alongside the property-specific terms stated on each quote.

7.Term and termination

This Agreement comes into force on the Effective Date and remains in full force and effect for a period of 5 years thereafter (the "Initial Term"). Following the Initial Term, this Agreement automatically renews for additional periods of 1 year each (each an "Additional Period", and together with the Initial Term, the "Term").

During the Term, either party may terminate this Agreement by serving the other party with written notice to that effect at least 15 days in advance.

8.Non-circumvention and confidentiality

Each party undertakes and agrees not to contact, communicate with, induce or solicit (or attempt to solicit) any business (Properties or Introductions, as the case may be), nor to interfere with, circumvent, attempt to circumvent, avoid or bypass any party from any transaction contemplated by this Agreement. Specifically, as the business concept is the seasonal rental of Properties, the parties agree that during the Term and for a period of 5 years thereafter, the details, names and contact information of renters, potential renters and Property owners must be kept confidential by both parties — with the exception of Property addresses, which may be disclosed to renters once they have confirmed a booking.

9.Non-solicitation

The parties agree that during the Term, and for a period of 1 year from the date of termination of this Agreement, neither party will solicit, induce or encourage any officer or employee of the other party to leave their employment.

10.General provisions

• Notices. Other than routine communications made in the ordinary course of performing obligations under this Agreement, all notices or other communications required or permitted to be given under this Agreement must be in writing, and will be deemed sufficiently given: when delivered in person (with written confirmation of receipt); on the 4th business day after mailing via a reputable international courier; on the date sent by email or other direct human-readable electronic means (with confirmation of transmission), if sent during the recipient's normal business hours; or on the 7th business day after mailing by registered or certified mail, postage prepaid, to the address stated on the first page of this Agreement, or to such other address or individual as either party may specify in writing from time to time (or transmit electronically, if confirmed in writing by one of the above methods).
• No joint venture. This Agreement shall not be construed to create a partnership, joint venture, employment or agency relationship between the parties. Neither party shall be liable for any of the debts or obligations of the other, nor shall either party have the right to bind, make representations or warranties on behalf of, accept service of process for, or perform any act for or on behalf of the other party, except as expressly provided herein. Each party acknowledges that it is an independent entity and is not subject to the control of the other, except as expressly provided herein.
• Severability. If any provision of this Agreement (other than a term or provision relating to a payment obligation) is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement — and the application of that provision to persons or circumstances other than those as to which it is invalid or unenforceable — shall not be affected, and each such provision shall remain valid and enforceable to the fullest extent permitted by law.
• No waiver. No delay or omission by either party in exercising any right or power under this Agreement shall impair that right or power, or be construed as a waiver of it. A waiver by any party of any breach or covenant shall not be construed as a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the party waiving its rights.
• Entire agreement. This Agreement, together with the preamble and the exhibit hereto, constitutes the sole and entire agreement between the parties pertaining to its subject matter, and supersedes all prior negotiations, dealings, agreements and understandings between the parties in connection with it.
• Amendment. No amendment, modification or alteration of this Agreement shall be valid unless made in writing and signed by both parties.
• Headings. The headings of the articles and paragraphs in this Agreement are inserted for convenience only, and are not intended to form part of, or to affect the interpretation of, this Agreement.
• Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed one and the same agreement. A signed copy delivered by facsimile, email or other means of electronic transmission will be deemed to have the same legal effect as delivery of an original signed copy.

11.Governing law and jurisdiction

This Agreement shall be governed by and construed under the laws of Switzerland, without regard to its conflict-of-law provisions. The competent courts in Saanen, Berne, Switzerland shall have sole and exclusive jurisdiction over any and all disputes arising between the parties.

12.Contact