This Vendor Partner Listing Agreement (the “Agreement”) is entered between RetreatMatch Reservations, a corporation under the laws of Canada having its principal place of business in Canada, (“RetreatMatch“), and the undersigned vendor owner or representative (“Vendor Partner” as defined below) (RetreatMatch and Vendor Partner are, hereinafter, collectively referred to as the “Parties“).
By using the platform, creating an account, listing a service, booking a Vendor or a service on RetreatMatch, the Vendor Partners agree to abide by the following terms and conditions:
1. Definitions
1.1.”Client”: any person, individual, corporation, partnership, limited liability company, association, trust, unincorporated organization, government entity, enterprise or other entity and any other person or entity acting on their behalf or under their direction, which creates an account on, accesses, or uses any part of the RetreatMatch platform. This includes any client who reserves or books a Vendor (or Vendors) or a service (or services) through the platform and enters into an agreement with a Vendor Partner for their bookings. It should be noted that any client who attempts to circumvent the platform’s processes will still be considered a client for the purpose of this definition;
1.2.“Vendor Partner or Vendor”: is an independent provider not affiliated with or controlled by RetreatMatch and can be any person, individual, corporation, partnership, limited liability company, association, trust, unincorporated organization, government entity, enterprise or other entity and any other person or entity acting on their behalf or under their direction, can also be known as Vendor owners or retreat organizers, which provides a range of services, such as Vendor rental and retreat planning, to clients. These services may include, but are not limited to, managing and maintaining the designated Vendor, coordinating logistics, and offering guidance and support to Clients. A Vendor Partner can also be referred to as, or include a, Vendor Partner or Vendor. The personnel of the Vendor Partner may assist in delivering the services.
2. Platform Usage and Liability Disclaimer
2.1 Marketplace Role
RetreatMatch is solely a technology platform that provides listing and booking services to connect Vendor Partners with potential Clients. RetreatMatch does not own, operate, manage, or control any Vendors, services, or events listed on the platform. RetreatMatch is not a travel agency, tour operator, event organizer, or service provider. RetreatMatch acts strictly as a neutral intermediary platform facilitating connections between Vendor Partners and Clients.
2.2 Exclusion and Limitation of Liability
To the fullest extent permitted by law, RetreatMatch shall not be held responsible for any direct, indirect, consequential claims, disputes, cancellations, damages, losses, or expenses (including attorneys’ fees) arising between the Vendor Partner and any Client. RetreatMatch does not verify, endorse, recommend, or guarantee any Vendor Partner’s services, listings, credentials, quality, safety, or compliance with applicable laws and regulations. The Vendor Partner is solely responsible for all aspects of their services, including but not limited to quality, safety, legality, and regulatory compliance. The Vendor Partner agrees to defend, indemnify, and hold harmless RetreatMatch, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or in any way connected with the Vendor Partner’s listing, services, or breach of this Agreement.
The Vendor Partner agrees to maintain adequate insurance coverage for their services and operations. Upon request by RetreatMatch, the Vendor Partner shall provide proof of insurance within a reasonable timeframe. Failure to provide such proof may result in the suspension or termination of the Vendor Partner’s listing on the platform.
2.3 No Warranty Clause
RetreatMatch does not guarantee that Vendors will receive bookings or meet any service outcomes. The Vendor Partner acknowledges that no such warranties are provided.
2.4 Client Disputes
Any disputes or disagreements between the Vendor Partner and the Client must be resolved directly between those parties. RetreatMatch shall not act as an intermediary in financial disputes or process any refunds.
3. Fees, Deposits, Commissions, Cancellations and Refunds
3.1. Listing Fees
Standard Listing: there is a yearly fee (plus applicable taxes) for basic visibility in the directory. RetreatMatch reserves the right to adjust this fee upon 30 days written notice.
Featured Listing: There is a monthly fee (plus applicable taxes) for increased ranking and visibility in search results.
3.2. Onboarding Fee
There is a one-time onboarding fee required to list a Vendor on the platform.
3.3.Non-payment of Fees
If the Vendor Partner fails to pay the applicable fees as specified in this Agreement, the Vendor Partner shall be considered in default. If the payment is not received within five (5) days of the invoice due date, RetreatMatch reserves the right to suspend or remove the Vendor Partner from the platform until the outstanding fees are paid in full.
3.4. Non-Refundable Fees
The onboarding fee, listing fees and processing fees are non-refundable under any circumstances. The Vendor Partner acknowledges that all onboarding, listing, and processing fees are non-refundable, regardless of the circumstances
3.5.Deposit, Commissions and Non-Refundable Amounts
All financial transactions are handled directly between Vendor Partners and Clients according to their independent agreements. RetreatMatch’s role is strictly limited to facilitating the initial connection between the Vendor Partners and the Clients and does not include any payment processing, refund handling, or transaction management services.
In the event of cancellation by a Vendor Partner, the Client shall be entitled to a refund of payments made to the Vendor Partner in accordance with the Vendor Partner’s cancellation policy. Notwithstanding any such cancellation, RetreatMatch’s platform fees, and processing fees shall remain non-refundable.
Clients must follow the cancellation policy of the Vendor Partner, as set by the Vendor Partner, except where such policies conflict with applicable consumer protection laws. It is the responsibility of the Vendor Partners to advise Clients of their policies and to ensure such policies are properly incorporated into their binding agreements with Clients. Any disputes regarding cancellations, refunds, or deposits will be handled in accordance with applicable consumer protection laws, where applicable. For Client transactions, RetreatMatch will process refunds as required by law, regardless of Vendor policies that may conflict with such legal requirements.
RetreatMatch does not hold or manage funds as a travel agency or tour operator but merely facilitates connections between Clients and Vendor Partners for the use of the platform’s booking services.
3.6 Payment Methods
The Parties agree that all fees associated with this agreement are billed in US dollars and are payable via credit card or other applicable secure electronic payment platforms, including but not limited to Stripe and any other designated online secured credit card banking services.
4. Bookings and Cancellations
4.1 Vendor Partner Bookings and Client Cancellations
RetreatMatch is solely a broker that facilitates connections between Clients and Vendor Partners. RetreatMatch does not provide any travel services, accommodations, or event management services. The Vendor Partners must independently contract with the Client using their own contracts, and the Client must follow the cancellation policy of the Vendor Partner. The Vendor Partner is solely responsible for drafting and communicating their own cancellation and refund policies to Clients. These policies must be clearly outlined and made accessible to Clients prior to finalizing any booking. It is the responsibility of the Vendor Partner to ensure that Clients explicitly agree to these policies before confirming their reservation. RetreatMatch bears no responsibility for the terms, execution, or enforcement of any contract between Vendor Partners and Clients.
4.2 Vendor Cancellations
If the Vendor Partner cancels a confirmed booking, the Vendor Partner is solely responsible for issuing refunds in accordance with their own cancellation policy, as outlined on the platform, in accordance with applicable laws. RetreatMatch is not responsible for any disputes, refunds, or claims arising from cancellations between Vendor Partners and Clients. Without prior notice, RetreatMatch reserves the right to cancel the Vendor listing at any time if the Vendor Partner violates the terms of this Agreement. RetreatMatch’s role is limited to providing a platform for connection between parties and does not include mediating or resolving disputes between Vendor Partners and Clients.
5. Communication and Messaging
5.1. Monitoring and Data Privacy
RetreatMatch may monitor and review all communication on its platform for compliance with this Agreement. RetreatMatch reserves the right to remove any content violating its policies or this Agreement. Clients are prohibited from sharing personal information, including but not limited to email addresses, phone numbers, or social media accounts, through the messaging system. RetreatMatch collects and processes personal data in accordance with its Privacy Policy. Clients acknowledge and consent to the collection, processing, and use of their personal data.
Vendor Partners are responsible for obtaining all necessary consents of individuals whose personal data is rendered available to Vendor Partners and are responsible for complying with all applicable data protection laws and regulations.
Any access to private data will be conducted in accordance with applicable Canadian or provincial privacy laws, including those related to the protection of personal information, and will be limited to authorized personnel. All data will be handled securely, ensuring privacy and confidentiality, with access restricted to only the information necessary for the stated purposes.
5.2. Vendor Partner Listings
Vendor Partners must provide accurate and complete information for their listings, including but not limited to property descriptions, availability, prices, and policies. RetreatMatch reserves the right to remove or modify any listings that do not meet its standards or violate this Agreement. Vendor Partners are responsible for updating their listings regularly to ensure accuracy.
5.3. Use of Vendor Partner Information
The Vendor Partner hereby grants RetreatMatch a worldwide, non-exclusive, royalty-free, perpetual right and license to use, reproduce, distribute, display, and transmit any information, data, or images provided by the Vendor Partner on their respective website for purposes of advertising, promotion, and informational content on the RetreatMatch platform and related marketing channels. This includes the right to modify or adapt such content as necessary for technical or formatting purposes, while maintaining the original integrity and context. The Vendor Partner warrants that they have the necessary rights and permissions to grant such use and that such use will not infringe on any third-party rights. The Vendor Partner agrees to indemnify RetreatMatch against any claims arising out of the use of such information, data, or images as provided under this clause.
6. Account Termination Rights
6.1. RetreatMatch reserves the right to suspend or remove any Vendor listing for the following reasons:
6.2.Circumvention of Platform Rules: Attempting to bypass or manipulate platform rules, policies, or procedures, such as misleading clients or RetreatMatch, will result in suspension or removal of the listing.
6.3.Fraudulent or Deceptive Activity: Any fraudulent or deceptive conduct, including misrepresenting services or pricing, will lead to immediate suspension or removal, in compliance with Canadian fraud and consumer protection laws.
6.4.Repeated Cancellations or Service Failures: Repeated cancellations or failure to meet service expectations will result in the listing removal, to protect Clients and maintain platform integrity. RetreatMatch will notify the Vendor Partner of any actions taken and may provide an opportunity to resolve issues where applicable. Termination does not relieve the Vendor Partner of any liabilities.
7. Communication Post-Booking
RetreatMatch’s platform acts solely as a booking facilitator. RetreatMatch is not responsible for any agreements or disputes between Clients and Vendor Partners.
RetreatMatch serves solely as a booking facilitation platform connecting Clients with independent Vendor Partners. RetreatMatch does not provide, control, manage, offer, deliver, or supply any accommodations, venues, events, or other services. All such services are provided independently by Vendor Partners who are not employees, agents, or representatives of RetreatMatch. While the platform must be used for all bookings, RetreatMatch is not responsible for the delivery, quality, safety, or any other aspect of any services provided by Vendor Partners.
8. Termination and Policy Updates
8.1.Termination Notice
Either Party may terminate this Agreement with a written notice of thirty (30) days. This notice period provides the other party with adequate time to prepare for the termination, such as fulfilling outstanding obligations. However, termination must be done in good faith, and the party terminating the contract must adhere to any other applicable contractual terms or statutory requirements, such as those related to specific industries or employment law. In cases of breach or frustration of contract, this notice period may not apply. Additionally, failure to comply with the notice requirement may lead to legal consequences, including claims for damages.
8.2. Agreement Modifications
RetreatMatch reserves the right to update the terms and conditions of this Agreement at any time. Continued use of the platform after any updates will constitute acceptance of the revised terms.
9. Compliance with Data Protection Laws
The Vendor Partner is entirely and solely responsible and liable to comply with all applicable data protection and privacy laws and regulations in their respective jurisdictions. The Vendor Partner must implement appropriate technical and organizational measures to ensure the protection of personal data processed under this Agreement.
10. Governing Law and Dispute Resolution
10.1 Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and Canada.
10.2 Dispute Resolution
In the event of a dispute, the Parties agree to first attempt to resolve the matter through negotiation within thirty (30) days. If the dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration in Toronto, Ontario, Canada.
The arbitration shall be conducted in English or French at the choice of RetreatMatch, by a single arbitrator appointed by RetreatMatch. The arbitrator’s decision shall be final and binding on both Parties. Each party shall bear its own costs of arbitration unless the arbitrator decides otherwise. RetreatMatch is only participating in disputes specifically related to the booking platform functionality.
Any disputes related to Vendor Partner’ services or products must be resolved directly between Clients and Vendor Partners.
11. Acceptance and Agreement
By clicking “Agree”, the Vendor Partner acknowledges that they have read, understood, and accepted the terms and conditions set forth in this Agreement and have agreed to comply with them.
The Vendor Partner represents and warrants that they have the legal authority to enter into this Agreement and that they hold all necessary permits, licenses, registrations (including any required seller of travel registrations), and insurance required to operate their business and provide their services. The Vendor Partner acknowledges that RetreatMatch is solely a booking facilitator and bears no responsibility for the Vendor Partner’s compliance with any laws, regulations, or requirements applicable to their business operations, including but not limited to short-term rental regulations, seller of travel laws, or local business requirements. The Vendor Partner agrees to indemnify and hold RetreatMatch harmless from any claims arising from their services or failure to comply with applicable laws and regulations. This Agreement may be executed electronically, and electronic signatures shall be valid and binding.