Voyiso Platform Agreement — Version 1.0, effective 04 July 2026
VOYISO PLATFORM AGREEMENT
Version 1.0
Effective Date: 4 July 2026
*Published by Voyiso (Pty) Ltd, Registration Number 2026/500734/07,
Republic of South Africa*
Contents
1. Introduction
Welcome to Voyiso.
This Voyiso Platform Agreement ("Agreement") governs access to and use
of the Voyiso cloud-based tourism management platform ("Platform")
operated by Voyiso (Pty) Ltd, registration number 2026/500734/07
("Voyiso", "we", "our" or "us").
Voyiso provides a cloud-based software platform designed to assist Tour
Operators, Suppliers and other tourism-related businesses to manage
their operations, including customer relationship management, itinerary
creation, quotations, bookings, supplier management, invoicing,
reporting, communications, marketplace services and other related
business functions.
This Agreement constitutes a legally binding contract between Voyiso and
the individual or legal entity accepting this Agreement ("Account
Holder").
By creating an Account, accessing or using the Platform, or clicking the
electronic acceptance button, the Account Holder acknowledges that it
has read, understood and agrees to be bound by this Agreement.
If the individual accepting this Agreement does so on behalf of a
company, close corporation, partnership, trust or other legal entity,
that individual warrants that they have the authority to bind that
entity to this Agreement.
If you do not agree to this Agreement, you may not access or use the
Platform.
2. Structure of this Agreement & Related Documents
This Agreement consists of these Master Terms together with:
- Schedule A --- Tour Operator (Tenant) Terms, which applies to any
Account registered to operate as a tour operator or travel business
on the Platform;
- Schedule B --- Marketplace Supplier Terms, which applies to any
Account registered to list rates or inventory on the Voyiso
Marketplace;
- the Voyiso Privacy Policy;
- the Voyiso Acceptable Use Policy; and
- the Voyiso Cookie Policy,
each of which is incorporated by reference and forms part of this
Agreement. An Account Holder is bound by the Schedule(s) corresponding
to the account type(s) it registers for, as recorded at acceptance (see
the Acceptance section at the end of this document). Where an Account
Holder registers for more than one account type --- for example,
operating its own tours while also listing on the Marketplace --- both
Schedules apply concurrently under a single Account and a single
acceptance of this Agreement.
These documents may be updated from time to time in accordance with this
Agreement. Where any inconsistency exists between these Master Terms and
a Schedule on a matter the Schedule specifically addresses (such as
commission rates), the Schedule shall prevail; on all other matters,
these Master Terms prevail unless expressly stated otherwise.
3. Definitions
For the purposes of this Agreement, unless the context indicates
otherwise, the following words have the meanings assigned to them below.
Account The registered Platform account created for an Account
Holder.
Account Holder The legal entity or individual that enters into this
Agreement with Voyiso and is responsible for the Account and all
authorised Users.
Administrator A User designated by the Account Holder to administer
the Account, assign permissions, manage Users and configure Platform
settings.
Agreement This Voyiso Platform Agreement, together with Schedule A,
Schedule B, and all other documents incorporated by reference, as
amended from time to time.
Business Data All information, records, documents, Personal
Information, itineraries, quotations, invoices, communications, uploaded
files, images, reports, pricing, supplier information, financial
records, customer information and any other data uploaded to, stored in,
generated by or processed through the Platform by or on behalf of an
Account Holder.
Commission The amount payable to Voyiso by a Tenant under Schedule
A, or by a Supplier under Schedule B, calculated as described in the
applicable Schedule.
Confidential Information Any non-public business, financial,
commercial, operational or technical information disclosed by one party
to the other, including Business Data, software, trade secrets, pricing,
customer information and business strategies, excluding information that
is publicly available through no fault of the receiving party, was
lawfully known before disclosure, is independently developed without use
of the disclosed information, or must be disclosed by law.
Confirmed Booking An invoice marked as Paid within the Platform, or,
in the context of the Marketplace, a booking of Marketplace-listed
inventory that has been confirmed and paid.
Enterprise Tier The tier described in Schedule A applicable to a
Tenant with a peak User count of 11 or more.
Introduced Relationship A commercial relationship between a Tour
Operator and a Supplier where the parties first became aware of, or were
introduced to each other, through the Voyiso Marketplace.
Marketplace The functionality within the Platform through which Tour
Operators and Suppliers may discover, communicate and transact with one
another.
Marketplace Commission The commission payable by a Supplier under
Schedule B in respect of Confirmed Bookings made through a
Marketplace-sourced listing.
Personal Information Has the meaning assigned to that term in the
Protection of Personal Information Act, 4 of 2013 ("POPIA"), as
amended from time to time.
Platform The Voyiso cloud-based tourism management software,
including all associated applications, modules, services, websites,
APIs, documentation and related technology.
Privacy Policy / Cookie Policy / Acceptable Use Policy The
respective policies published by Voyiso and amended from time to time,
each incorporated by reference into this Agreement.
Schedule A / Schedule B The Tour Operator Terms and Marketplace
Supplier Terms respectively, each forming part of this Agreement as
described in Section 2.
Services The software services, hosting, support, Marketplace
functionality and related services made available by Voyiso through the
Platform.
Standard Tier The tier described in Schedule A applicable to a
Tenant with a peak User count of 10 or fewer.
Supplier A business or individual offering tourism-related products
or services through the Marketplace, including but not limited to
accommodation providers, activity providers, transport providers, guides
and other service providers. Schedule B applies to an Account registered
in this capacity.
Tenant / Tour Operator A business or individual using the Platform
to market, arrange, manage or sell travel, tourism or hospitality
products or services. Schedule A applies to an Account registered in
this capacity.
User / Seat An individual staff account authorised by the Account
Holder to access the Platform under the Admin, Operator, Viewer, or
Accountant role. It excludes guide-portal links, cross-tenant
collaborator invitations, and end-client access.
Voyiso Voyiso (Pty) Ltd, registration number 2026/500734/07,
together with its successors and permitted assigns.
4. Electronic Contracting & Acceptance Records
4.1 The parties acknowledge that this Agreement is concluded
electronically in accordance with the Electronic Communications and
Transactions Act, 25 of 2002. No handwritten signature is required. The
Account Holder accepts this Agreement by electronically indicating
acceptance through the Platform, a hosted acceptance link, or another
Voyiso-approved acceptance method. Such acceptance constitutes a legally
binding agreement between the parties.
4.2 At the time of acceptance, Voyiso will create and retain an
electronic audit record, which includes the following:
- the Agreement version accepted (e.g. "Version 1.0");
- the date and time of acceptance, recorded in Coordinated Universal
Time (UTC);
- the Account ID associated with the acceptance;
- the registered business name of the Account Holder;
- the User ID of the individual who accepted the Agreement;
- the public IP address from which acceptance was recorded;
- the browser user-agent string of the device used to accept;
- the browser language setting of the device used to accept;
- the operating system of the device used to accept;
- the screen resolution of the device used to accept, where available;
- the acceptance method (Web, Mobile App, or API);
- the country, derived from the IP address recorded at acceptance;
- a cryptographic hash of the accepted Agreement PDF, where generated;
and
- any other technical information reasonably necessary to verify
acceptance and maintain the integrity of the Platform.
4.3 The Account Holder agrees that these electronic records may be
used as evidence of acceptance and the terms agreed to, subject to
applicable law, and acknowledges that Voyiso may rely on such records in
the event of any dispute regarding whether or when this Agreement was
accepted.
4.4 Where this Agreement is materially amended, Voyiso will generate
and retain a new, separately versioned acceptance record each time the
Account Holder accepts a revised version, without overwriting prior
acceptance records.
5. Registration and Eligibility
5.1 Eligibility
To register for and use the Platform, the Account Holder must: (a) be at
least eighteen (18) years of age; (b) have the legal capacity to enter
into a binding agreement; (c) where acting on behalf of a legal entity,
have the necessary authority to bind that entity to this Agreement; and
(d) comply with all applicable laws relating to the use of the Platform.
Voyiso may request reasonable information to verify the identity or
authority of the Account Holder or any User at any time.
5.2 Business Registration
Where the Account Holder is a company, close corporation, partnership,
trust or other legal entity, the individual registering the Account
warrants that they are duly authorised to act on behalf of that entity.
The Account Holder remains responsible for ensuring that such authority
is maintained throughout the duration of this Agreement.
5.3 Accurate Information
The Account Holder shall ensure that all information provided during
registration and throughout the use of the Platform is accurate,
complete, current, and not misleading, and shall promptly update any
information that becomes inaccurate or outdated.
5.4 Verification
Voyiso may, where reasonably necessary, verify business registration
details, VAT registration numbers, or banking details, request proof of
identity or authority, request supporting documentation, or carry out
reasonable due diligence before activating or continuing an Account.
Failure to provide requested information within a reasonable period may
result in delayed activation, suspension or termination of the Account.
5.5 Account Approval
Submission of an application to register does not automatically create
an Account. Voyiso reserves the right to approve or decline any
application where reasonably necessary to comply with applicable law,
protect the integrity of the Platform, prevent fraud, reduce security
risks, or protect other users of the Platform. Where reasonably
practicable, Voyiso will notify the applicant if an application is
declined.
5.6 Account Security
The Account Holder is responsible for maintaining the confidentiality of
all login credentials associated with its Account, ensuring passwords
remain confidential, Users do not share login credentials, appropriate
security practices are implemented, unauthorised access is reported
immediately, and compromised credentials are changed without undue
delay. The Account Holder remains responsible for all activity occurring
under its Account unless such activity results directly from a security
failure attributable to Voyiso.
5.7 User Accounts
The Account Holder may authorise one or more Users to access the
Platform. Each User shall have their own individual login credentials,
use the Platform only for authorised business purposes, comply with this
Agreement and the Acceptable Use Policy, and only access information
necessary to perform their authorised role. The Account Holder remains
responsible for the actions of all Users accessing the Platform under
its Account.
5.8 Administrator Responsibilities
The Account Holder shall designate at least one Administrator,
responsible for creating and managing User accounts, assigning
permissions, managing security settings, enabling or disabling User
access, reviewing access permissions periodically, and ensuring
appropriate access controls are maintained. Voyiso is entitled to rely
upon instructions received from an Administrator unless Voyiso has
reason to believe those instructions are unauthorised.
5.9 Account Responsibility
The Account Holder accepts full responsibility for all Users authorised
under its Account, all Business Data stored within the Platform, all
transactions processed through the Platform, payment of applicable
Commission, compliance with this Agreement, and ensuring that Users
comply with applicable laws and the Acceptable Use Policy.
6. Platform Services
6.1 Provision of Services
Subject to this Agreement and payment of applicable Commission, Voyiso
grants the Account Holder a limited, non-exclusive, non-transferable and
revocable right to access and use the Platform. No ownership rights in
the Platform are transferred to the Account Holder.
6.2 Platform Modules
The Platform may include functionality relating to customer relationship
management (CRM), quotations, itinerary creation, bookings, supplier
management, marketplace services, invoicing, reporting, document
generation, communications, payment integrations, calendar management,
task management, user administration, artificial intelligence features,
and other functionality introduced from time to time. Availability of
specific modules may vary.
6.3 Continuous Improvement
Voyiso continually develops and improves the Platform and may introduce
new functionality, improve existing functionality, remove obsolete
features, modify workflows, improve user interfaces, implement security
enhancements, and update technical infrastructure. Voyiso will use
reasonable efforts to ensure that material changes do not unreasonably
interfere with the normal use of the Platform.
6.4 Maintenance & Availability
Voyiso may perform scheduled or emergency maintenance, and will use
commercially reasonable efforts to provide a reliable and available
Platform. However, availability may be affected by maintenance, internet
or cloud infrastructure failures, telecommunications failures, force
majeure events, or other circumstances beyond Voyiso's reasonable
control. Voyiso does not guarantee uninterrupted or continuous
availability of the Platform.
6.5 Third-Party Integrations
The Platform may integrate with third-party services, including payment
gateways, accounting systems, mapping services, email providers,
messaging platforms, and artificial intelligence providers. Voyiso does
not control such third-party services and is not responsible for their
availability, security, functionality, or continued compatibility.
6.6 Support Services
Voyiso will provide reasonable customer support through the
communication channels published on the Platform. Support does not
include custom software development, data correction resulting from user
error, training beyond standard onboarding, or support for third-party
software not supplied by Voyiso.
6.7 Backups
Voyiso will implement reasonable backup procedures designed to protect
Business Data against accidental loss. The Account Holder acknowledges
that no backup system is infallible and is encouraged to retain copies
of critical Business Data where appropriate.
6.8 Service Suspension & Service Levels
Voyiso may suspend all or part of the Services where reasonably
necessary to maintain security, investigate suspected fraud, prevent
unlawful activity, comply with legal obligations, perform maintenance,
protect other users, or enforce this Agreement, with advance notice
where reasonably practicable. Unless otherwise agreed in writing, Voyiso
does not provide a guaranteed service level agreement (SLA); any
published uptime targets or response times are service objectives only.
7. Commission, Billing and Payment --- General Terms
Unlike traditional subscription software, Voyiso does not charge a
monthly or annual subscription fee for standard use of the Platform.
Instead, Voyiso is compensated through Commission, calculated and
payable as set out in Schedule A (for Tenants) and Schedule B (for
Suppliers). This Section 7 sets out general terms that apply to all
Commission and payment obligations under this Agreement; the applicable
rates, caps, and calculation methods themselves are set out in the
relevant Schedule.
7.1 Taxes
The Account Holder is responsible for all taxes, duties, levies and
governmental charges applicable to its use of the Platform, except taxes
imposed on Voyiso's income. Where VAT is applicable, it will be charged
in accordance with South African tax legislation, and Commission amounts
referenced in the Schedules are exclusive of VAT unless expressly stated
otherwise.
7.2 Payment Methods
Amounts due to Voyiso shall be paid using one or more payment methods
approved by Voyiso. The Account Holder authorises Voyiso and its
authorised payment service providers to process payments for amounts due
under this Agreement. Voyiso does not store full payment card details
unless expressly stated and implemented in accordance with applicable
security standards.
7.3 Failed Payments
Where payment cannot be successfully processed, Voyiso may retry the
payment, notify the Account Holder, suspend certain functionality,
suspend the Account, charge interest where permitted by law, or
terminate this Agreement where payment remains outstanding. Voyiso will
use reasonable efforts to notify the Account Holder before suspending or
terminating Services due to non-payment.
7.4 Billing Disputes
If the Account Holder believes that an invoice or Commission calculation
is incorrect, it shall notify Voyiso in writing within fourteen (14)
days of the invoice date. The parties shall work together in good faith
to resolve the dispute promptly. The undisputed portion of an invoice
remains payable in accordance with its due date.
7.5 Refunds
Unless otherwise required by law or expressly stated in the applicable
Schedule, Commission already paid is non-refundable. This clause does
not affect any rights that the Account Holder may have under applicable
consumer protection legislation.
7.6 Review and Notice of Changes
Voyiso may review and amend the Commission rates, caps, thresholds, or
fees set out in Schedule A or Schedule B from time to time to reflect,
among other things, inflation, increases in operating costs, increases
in third-party service costs, changes in taxation or regulatory
requirements, enhancements to the Platform, or other legitimate
commercial considerations. Voyiso will provide the Account Holder with
at least thirty (30) days' prior written notice of any such change. Any
revised terms apply prospectively and do not affect Commission already
invoiced. Continued use of the Platform after the effective date of a
revised Schedule constitutes acceptance of that revision.
7.7 Late Payment
Without limiting any other rights available under this Agreement or
applicable law, Voyiso may suspend access to the Platform where payment
remains outstanding after reasonable notice has been given, and may
require payment of all outstanding amounts before restoring access.
7.8 Currency
Unless otherwise agreed, all amounts under this Agreement are quoted and
payable in South African Rand (ZAR).
7.9 No Set-Off
The Account Holder shall not withhold or set off any amount payable to
Voyiso against any claim it may have against Voyiso, except where
required by law or agreed in writing.
7.10 Records
Voyiso's billing records, transaction logs and payment records
constitute prima facie evidence of amounts due, unless proven otherwise.
Nothing in this clause prevents the Account Holder from disputing an
invoice in good faith in accordance with clause 7.4.
7.11 Pricing Errors
Voyiso reserves the right to correct genuine typographical,
administrative or system errors relating to Commission calculations or
billing. Where an error materially affects an Account Holder, Voyiso
will notify the Account Holder as soon as reasonably practicable and
will not unilaterally charge a corrected amount for Commission already
invoiced or paid without the Account Holder's agreement, except where
required or permitted by applicable law.
8. Data Protection, Privacy and POPIA
8.1 Commitment to Data Protection
Voyiso recognises the importance of protecting Personal Information and
Business Data entrusted to it by Account Holders. Voyiso is committed to
processing Personal Information in accordance with the Protection of
Personal Information Act, 4 of 2013 ("POPIA"), together with any other
applicable data protection legislation. Voyiso will implement reasonable
technical and organisational measures designed to safeguard Personal
Information and Business Data against unauthorised access, loss, misuse,
disclosure, alteration or destruction.
8.2 Privacy Policy
Voyiso's collection, use, storage and disclosure of Personal
Information is governed by the Voyiso Privacy Policy, which forms part
of this Agreement and is incorporated by reference. By accepting this
Agreement, the Account Holder confirms that it has had the opportunity
to read the Privacy Policy.
8.3 Ownership of Business Data
The Account Holder retains all right, title and interest in and to its
Business Data. Nothing in this Agreement transfers ownership of Business
Data to Voyiso, and Voyiso acquires no ownership rights in Business Data
by virtue of hosting, processing or storing it.
8.4 Licence to Process Business Data
The Account Holder grants Voyiso a non-exclusive, worldwide,
royalty-free licence to host, store, process, reproduce, transmit and
otherwise use Business Data solely for the purpose of providing the
Services, operating the Platform, generating quotations, itineraries,
invoices and reports, maintaining backups, providing technical support,
securing the Platform, improving Platform functionality using aggregated
and anonymised information, complying with legal obligations, and
fulfilling the purposes described in the Privacy Policy. This licence
automatically terminates when Business Data is deleted in accordance
with this Agreement, except where retention is required by law.
8.5 Responsibilities of the Account Holder
The Account Holder warrants that it has the lawful authority to upload
Business Data to the Platform, has obtained all necessary permissions
and consents required by law, that Personal Information uploaded has
been collected lawfully, that use of the Platform does not infringe the
rights of any third party, and that it remains responsible for complying
with all legal obligations applicable to its own processing of Personal
Information.
8.6 Responsibilities of Voyiso
Voyiso will process Personal Information only as reasonably necessary to
provide the Services, implement reasonable security safeguards
appropriate to the nature of the information processed, restrict access
to Business Data to authorised personnel who require such access, ensure
that employees and contractors handling Personal Information are subject
to appropriate confidentiality obligations, and notify the Account
Holder without undue delay where Voyiso becomes aware of a security
compromise affecting Personal Information, where notification is
required by applicable law.
8.7 Cross-Border Processing
The Account Holder acknowledges that the Platform may utilise cloud
infrastructure, service providers or technical support located inside or
outside the Republic of South Africa. Where Personal Information is
transferred across national borders, Voyiso will take reasonable steps
to ensure that such transfers comply with POPIA and any other applicable
data protection legislation.
8.8 Retention of Business Data
Voyiso will retain Business Data only for as long as reasonably
necessary to provide the Services, comply with legal obligations,
resolve disputes, enforce this Agreement, maintain legitimate business
records, or satisfy statutory retention requirements. Following
termination of this Agreement, Business Data will be retained and
deleted in accordance with Section 15 (Business Data Export and
Retention).
8.9 Security Incidents
The Account Holder shall notify Voyiso without undue delay upon becoming
aware of unauthorised access to its Account, compromised User
credentials, suspected data breaches affecting the Platform, malware or
malicious activity associated with its use of the Platform, or any other
incident reasonably likely to compromise the security or integrity of
the Platform. The parties shall cooperate in good faith in investigating
and mitigating any such incident.
8.10 Platform Analytics
Voyiso may collect technical and operational information relating to the
use of the Platform, including system performance, feature usage,
browser and device information, diagnostic information, error logs,
performance metrics, and security events. Where reasonably possible,
such information will be aggregated or anonymised before being used for
reporting, product development, service optimisation or statistical
analysis. Voyiso will not use Business Data to market directly to an
Account Holder's customers without lawful authority or the Account
Holder's consent.
8.11 Access to Business Data
Voyiso will not access, review or use the contents of an Account
Holder's Business Data except where reasonably necessary to provide
technical support requested by the Account Holder, investigate technical
issues or security incidents, maintain, improve or secure the Platform,
comply with applicable law or a lawful request from a competent
authority, enforce this Agreement, or where otherwise authorised by the
Account Holder.
8.12 Legal Disclosure
Voyiso may disclose information where required by law, by court order,
by a competent regulatory authority, to protect the rights, property or
safety of Voyiso, its Account Holders or third parties, or to
investigate suspected unlawful activity. Where legally permitted, Voyiso
will use reasonable efforts to notify the affected Account Holder before
making such disclosure.
8.13 No Sale of Business Data
Voyiso will not sell an Account Holder's Business Data to third
parties. Nothing in this clause prevents Voyiso from using aggregated or
anonymised information that does not identify an Account Holder or any
individual, processing Business Data as necessary to provide the
Services, engaging service providers to process Business Data on
Voyiso's behalf in accordance with applicable law, or disclosing
information where required by law.
8.14 Future Data Processing Agreements
Where reasonably required by an Account Holder or applicable law, the
parties may enter into a separate Data Processing Agreement ("DPA")
governing the processing of Personal Information. Unless expressly
agreed otherwise in writing, this Agreement and the Privacy Policy
govern the processing of Personal Information between the parties.
9. Intellectual Property
9.1 Ownership of the Platform
The Platform, including its software, source code, object code,
databases, user interfaces, workflows, templates, documentation,
reports, graphics, designs, branding, trademarks, logos, domain names,
APIs, artificial intelligence functionality, algorithms and all
associated intellectual property rights, is and shall remain the
exclusive property of Voyiso or its licensors. Nothing in this Agreement
transfers any ownership or intellectual property rights in the Platform
to the Account Holder.
9.2 Limited Licence to Use the Platform
Subject to this Agreement and payment of all applicable Commission,
Voyiso grants the Account Holder a limited, non-exclusive,
non-transferable and revocable licence to access and use the Platform
solely for its own internal business purposes. This licence does not
include ownership of the Platform, may not be sublicensed unless
expressly authorised by Voyiso in writing, automatically terminates upon
termination of this Agreement, and is subject to compliance with this
Agreement and the Acceptable Use Policy.
9.3 Feedback
If the Account Holder or any User provides Voyiso with suggestions,
recommendations, enhancement requests, bug reports or other feedback
relating to the Platform ("Feedback"), the Account Holder grants
Voyiso a perpetual, irrevocable, worldwide, royalty-free licence to use,
modify, incorporate and commercialise such Feedback without restriction
or compensation. Voyiso is under no obligation to implement any
Feedback.
9.4 Restrictions
Except where expressly permitted by applicable law or with Voyiso's
prior written consent, the Account Holder shall not copy or reproduce
the Platform, reverse engineer, decompile or disassemble any part of the
Platform, attempt to discover or obtain source code, remove or alter
proprietary notices, create derivative works based on the Platform, use
the Platform to develop or market a competing product or service, or
permit any third party to do any of the foregoing on its behalf. Nothing
in this clause limits any rights that cannot lawfully be excluded under
applicable law.
9.5 Branding
The Account Holder grants Voyiso permission to identify the Account
Holder as a customer of the Platform using its registered business name
and logo on Voyiso's website, marketing material and customer lists.
Voyiso shall not imply any endorsement beyond the fact that the Account
Holder uses the Platform. The Account Holder may withdraw this
permission at any time by providing written notice to Voyiso.
9.6 Copyright and IP Infringement
The Account Holder warrants that it has all necessary rights, licences
and permissions to upload Business Data to the Platform. Where Voyiso
reasonably believes that any Business Data infringes the intellectual
property rights of another person, Voyiso may remove or disable access
to the relevant Business Data while the matter is investigated, and will
notify the Account Holder and provide an opportunity to respond where
reasonably practicable before permanently removing such Business Data,
unless immediate action is required by law.
9.7 Aggregated and Anonymised Information
Voyiso may compile statistical, analytical and operational information
derived from Business Data, provided that such information has been
aggregated or anonymised so that it cannot reasonably identify the
Account Holder, any User, customer, supplier, or natural person. Voyiso
may use such information for improving the Platform, product
development, security monitoring, benchmarking, reporting, market
analysis, service optimisation, and business planning.
9.8 Reservation of Rights & Improvements
Except for the limited rights expressly granted under this Agreement,
all rights, title and interest in and to the Platform are reserved by
Voyiso. No implied licence or right shall arise by implication, estoppel
or otherwise. Any enhancements, improvements, or new functionality
developed by or for Voyiso, whether inspired by customer feedback or
otherwise, remain the exclusive intellectual property of Voyiso,
provided that Voyiso does not disclose or misuse the Account Holder's
Confidential Information or Business Data in developing them.
10. Acceptable Use
10.1 Compliance & Lawful Use
The Account Holder and all Users shall use the Platform in accordance
with this Agreement and the Voyiso Acceptable Use Policy, which is
incorporated by reference. The Platform may only be used for lawful
business purposes, and shall not be used in any manner that violates
applicable law, infringes the rights of another person, breaches this
Agreement, or compromises the security, integrity or availability of the
Platform.
10.2 Prohibited Activities
Without limiting the generality of clause 10.1, the Account Holder shall
not, and shall ensure its Users do not: use the Platform for fraudulent,
misleading or deceptive purposes; upload malicious software; interfere
with or disrupt the Platform; attempt unauthorised access to any
account, system or data; circumvent authentication or security
mechanisms; use automated tools, bots or scripts except where expressly
authorised; distribute spam; upload content that infringes third-party
intellectual property rights or is unlawful, defamatory, obscene,
abusive or discriminatory; impersonate another person or organisation;
misuse the Marketplace or manipulate reviews, ratings or listings;
attempt to benchmark, copy or replicate the Platform to develop a
competing product; or engage in any activity that, in Voyiso's
reasonable opinion, may damage the reputation or operation of the
Platform.
10.3 Fair Use
The Platform is intended for normal commercial use. Voyiso may implement
reasonable usage limits relating to storage, API usage, artificial
intelligence features, messaging, document generation, bandwidth, and
integrations. Where practical, Voyiso will notify the Account Holder
before enforcing such limits.
10.4 Marketplace Conduct
Where the Account Holder uses the Voyiso Marketplace, it shall conduct
business honestly and professionally, provide accurate descriptions of
products and services, honour Confirmed Bookings and accepted
quotations, communicate respectfully with other users, comply with all
applicable tourism, consumer protection and tax legislation, and refrain
from conduct likely to bring the Marketplace into disrepute. Additional
Marketplace-specific terms applicable to Suppliers are set out in
Schedule B. Voyiso is not a party to contracts concluded directly
between Tour Operators and Suppliers unless expressly stated otherwise.
10.5 Artificial Intelligence Features
Where the Platform provides artificial intelligence functionality, the
Account Holder acknowledges that AI-generated content is intended to
assist Users and should not be relied upon without appropriate review,
may contain inaccuracies, and that the Account Holder remains
responsible for reviewing and approving all AI-generated content before
it is provided to customers or third parties. Voyiso does not warrant
that AI-generated outputs will be complete, accurate or suitable for any
particular purpose.
10.6 Monitoring, Investigation & Consequences of Breach
Voyiso may monitor use of the Platform to the extent reasonably
necessary to maintain security, investigate suspected breaches, prevent
unlawful activity, diagnose technical issues, protect other users, or
comply with legal obligations, conducted in accordance with applicable
law and the Privacy Policy. Where Voyiso reasonably believes the
Platform is being misused, it may investigate, request additional
information, temporarily restrict functionality, suspend the Account, or
take other reasonable protective action, with notice where reasonably
practicable. A material breach of this Section or the Acceptable Use
Policy may result in a written warning, temporary suspension, removal of
offending content, restriction of functionality, termination under
Section 13, reporting to authorities, or other available remedies.
11. Warranties and Disclaimers
11.1 Authority
Each party warrants that it has the legal authority and capacity to
enter into this Agreement and perform its obligations under it. Where an
individual accepts this Agreement on behalf of a legal entity, that
individual warrants that they are duly authorised to bind that entity.
11.2 No Guarantee of Uninterrupted Operation
While Voyiso will use commercially reasonable efforts to maintain the
availability of the Platform, Voyiso does not warrant that the Platform
will operate without interruption, be available at all times, be free
from delays or defects, or be compatible with every device, browser or
third-party application.
11.3 Accuracy of Information
Voyiso does not warrant the accuracy, completeness or suitability of
Business Data uploaded by Account Holders, information provided by
Suppliers or Tour Operators, third-party content, exchange rates,
mapping information, or any other information originating from third
parties. The Account Holder remains responsible for verifying
information before relying upon it for commercial purposes.
11.4 Artificial Intelligence Features
The Account Holder remains solely responsible for reviewing and
approving all AI-generated itineraries, quotations, communications,
pricing suggestions, reports and other output before it is used for
business purposes or provided to customers. AI functionality is provided
as a decision-support tool and not as professional advice.
11.5 Third-Party Services & Marketplace Disclaimer
Voyiso does not control third-party services integrated with the
Platform and makes no warranty regarding their availability, security,
reliability, or performance. Voyiso provides the Marketplace as a
technology platform enabling Tour Operators and Suppliers to discover
and communicate with one another; unless expressly stated otherwise,
Voyiso is not a travel agent, tour operator, supplier of tourism
services, or a party to contracts concluded directly between Tour
Operators and Suppliers. The Account Holder remains responsible for
conducting appropriate due diligence before entering into any commercial
relationship through the Marketplace.
11.6 No Professional Advice
Information, reports, analytics, financial calculations and other
content generated through the Platform are provided for general business
assistance only and do not constitute legal, accounting, tax, financial
or investment advice. The Account Holder should obtain independent
professional advice where appropriate.
11.7 Security & Backups
Voyiso will implement reasonable administrative, technical and
organisational security measures appropriate to the nature of the
Services and will maintain reasonable backup and disaster recovery
procedures. However, no internet-based service can guarantee absolute
security, and no backup system is infallible; the Account Holder is
encouraged to retain copies of critical Business Data where appropriate.
11.8 Statutory Rights & Entire Warranty
Nothing in this Agreement excludes, limits or restricts any rights or
remedies that cannot lawfully be excluded or limited under South African
law. Except as expressly set out in this Agreement or required by
applicable law, Voyiso makes no other warranties, representations or
guarantees, whether express, implied or statutory, including any implied
warranties of merchantability, fitness for a particular purpose or
non-infringement.
11.9 Beta Features
Voyiso may make experimental, preview or beta features available to
selected Account Holders for evaluation purposes only. Beta features may
be modified, suspended or withdrawn at any time without notice, are
provided "as is", and are used at the Account Holder's own
discretion.
12. Limitation of Liability
12.1 This Clause applies to the fullest extent permitted by
applicable law. Nothing in this Agreement excludes or limits any
liability that cannot lawfully be excluded or limited under the laws of
the Republic of South Africa.
12.2 To the fullest extent permitted by law, Voyiso shall not be
liable for any indirect, incidental, consequential, special, exemplary
or punitive damages, including loss of profits, revenue, anticipated
savings, goodwill, business opportunity, business interruption, loss of
contracts, loss of reputation, loss or corruption of data (except where
directly caused by Voyiso's failure to implement reasonable security
measures required by law), or claims made by third parties against the
Account Holder.
12.3 Subject to clause 12.1, Voyiso's total aggregate liability
arising from or in connection with this Agreement shall not exceed the
total Commission actually paid by the Account Holder to Voyiso during
the twelve (12) months immediately preceding the event giving rise to
the claim. Where no Commission has yet been paid, Voyiso's total
liability shall not exceed R1,000.00.
12.4 Voyiso is not responsible for business decisions made by the
Account Holder based on reports, analytics, forecasts, itineraries,
AI-generated content, financial calculations, supplier information, or
any other information generated through the Platform. The Platform
provides tools to assist business operations and does not replace the
judgement of the Account Holder.
12.5 Voyiso shall not be liable for failures arising from cloud
hosting providers, internet service providers, payment gateways, banks,
telecommunications providers, email providers, mapping providers, AI
providers, or any other third-party service outside Voyiso's reasonable
control.
12.6 Voyiso implements reasonable security safeguards appropriate to
the nature of the Platform, but shall not be liable for losses resulting
from cyber-attacks, malware, ransomware or other malicious activities
where Voyiso has exercised reasonable care and complied with its legal
obligations.
12.7 Each party shall take reasonable steps to mitigate any loss or
damage arising under this Agreement.
12.8 Any claim arising under this Agreement shall be commenced
within two (2) years after the claiming party became aware, or
reasonably ought to have become aware, of the facts giving rise to the
claim, unless a longer period is required by applicable law.
13. Indemnity
13.1 The Account Holder indemnifies and holds harmless Voyiso, its
directors, officers, employees, contractors and agents against any
claim, loss, liability, damage, cost or expense arising from breach of
this Agreement, unlawful use of the Platform, infringement of
third-party intellectual property rights, Business Data uploaded by the
Account Holder, unlawful processing of Personal Information by the
Account Holder, negligence or wilful misconduct of the Account Holder or
its Users, or any claim brought by a third party arising from the
Account Holder's use of the Platform. This indemnity includes
reasonable legal costs incurred in investigating, defending or resolving
the relevant claim.
13.2 Voyiso shall notify the Account Holder of any claim for which
indemnification is sought within a reasonable time, provide reasonable
cooperation in defending such claim, and take reasonable steps to
mitigate any resulting loss.
13.3 The obligations contained in this Section survive termination
of this Agreement.
14. Confidentiality
14.1 Each party shall keep the other party's Confidential
Information confidential and shall not disclose it except with the prior
written consent of the disclosing party, where required by law, to
professional advisers subject to confidentiality obligations, to
employees or contractors requiring access to perform their duties, or as
otherwise permitted under this Agreement.
14.2 Each party shall protect Confidential Information using at
least the same degree of care it applies to its own confidential
information, and not less than a reasonable standard of care.
14.3 Confidential Information does not include information that
becomes publicly available without breach of this Agreement, was already
lawfully known, is independently developed, or is lawfully received from
another source without confidentiality obligations.
14.4 Business Data remains Confidential Information of the Account
Holder. Voyiso shall not disclose Business Data except as authorised by
this Agreement, the Privacy Policy, or applicable law.
14.5 These confidentiality obligations continue for five (5) years
after termination of this Agreement, except that obligations relating to
trade secrets and Business Data survive for so long as the information
remains confidential or protected by law.
15. Suspension, Termination & Data Export
15.1 Suspension
Voyiso may suspend access to the Platform where reasonably necessary to
protect Platform security, investigate suspected fraud, prevent unlawful
activity, comply with legal obligations, protect other Account Holders,
investigate material breaches, respond to cyber-security threats, or
recover overdue Commission after reasonable notice. Where reasonably
practicable, Voyiso shall provide advance notice before suspension;
immediate suspension may occur where delay would materially increase
security, legal or operational risk. Access will be restored within a
reasonable period once the reason for suspension has been resolved.
15.2 Termination by the Account Holder
The Account Holder may terminate its Account at any time by written
notice to Voyiso. Termination does not relieve the Account Holder of
liability for Commission already accrued before the effective
termination date.
15.3 Termination by Voyiso
Voyiso may terminate this Agreement immediately where the Account Holder
commits a material breach incapable of remedy, a remediable breach is
not remedied within fourteen (14) days after written notice, continued
provision of the Platform would become unlawful, fraudulent or criminal
activity is reasonably suspected, the Account Holder becomes insolvent
or enters similar proceedings, or continued access presents a material
security risk to the Platform or other Account Holders.
15.4 Effect of Termination
Upon termination: access to the Platform shall cease; all licences
granted under this Agreement terminate; outstanding Commission
immediately becomes due and payable; the Account Holder may request
export of Business Data as set out below; and provisions intended to
survive termination remain in force.
15.5 Business Data Export and Retention
The Account Holder retains ownership of all Business Data stored within
the Platform. Upon termination, the Account Holder may request a copy of
its Business Data in a standard electronic format reasonably determined
by Voyiso (which, where technically feasible, may include CSV, PDF, or
JSON), within thirty (30) calendar days following termination. Voyiso
may verify the identity and authority of the person requesting the
export before releasing Business Data, and may withhold export where
Commission remains outstanding, provided such withholding is permitted
by applicable law. Following expiry of the 30-day export period, Voyiso
may permanently delete Business Data unless continued retention is
required by law, and once permanently deleted from active systems and
backups, Voyiso has no obligation to recover it. Voyiso may retain
Business Data beyond termination where required by law, for legitimate
legal proceedings, to resolve disputes, to enforce this Agreement, or to
comply with lawful requests from competent authorities; any retained
information remains subject to the confidentiality obligations in this
Agreement.
16. Force Majeure
16.1 Neither party shall be liable for any delay or failure in
performing its obligations under this Agreement where such delay or
failure results from circumstances beyond that party's reasonable
control, including natural disasters, flood, fire, pandemic, epidemic,
war, terrorism, civil unrest, labour disputes, acts of government,
failure of electricity supply, internet outages, cyber-attacks, failures
of cloud infrastructure, failures of telecommunications providers, or
any other event beyond the reasonable control of the affected party.
16.2 The affected party shall notify the other party as soon as
reasonably practicable after becoming aware of the Force Majeure event,
and shall use commercially reasonable efforts to minimise its impact and
resume performance as soon as reasonably practicable.
16.3 Where a Force Majeure event continues for more than ninety (90)
consecutive days, either party may terminate this Agreement by written
notice, without affecting rights accrued before termination.
17. Amendments
17.1 Voyiso may amend this Agreement (including either Schedule)
from time to time to comply with changes in applicable law, improve
clarity, introduce new Platform functionality, address security
requirements, reflect changes in business operations, or for other
legitimate commercial reasons.
17.2 Voyiso will provide at least thirty (30) days' prior notice of
any material amendment through the Platform, email, or another
electronic communication method.
17.3 Each published version of this Agreement shall include a
Version Number, Effective Date, and, where applicable, a summary of
material changes. Voyiso shall retain previous versions for evidentiary
purposes, together with the acceptance records described in Section 4.
17.4 Where a material amendment affects the rights or obligations of
the Account Holder, Voyiso may require the Account Holder to
electronically accept the revised Agreement before continued access to
the Platform. Continued use of the Platform after the effective date of
a revised Agreement constitutes acceptance of that Agreement where
permitted by law.
18. Notices
18.1 Unless otherwise required by law, notices under this Agreement
may be given through the Platform, by email, by electronic notification,
or by any other agreed electronic communication method.
18.2 The Account Holder shall ensure that its contact details remain
accurate and up to date. Voyiso shall not be responsible for notices not
received due to inaccurate or outdated contact information.
18.3 Unless evidence to the contrary exists, Platform notifications
are deemed received immediately upon publication, emails are deemed
received on the date of successful transmission, and other electronic
notices are deemed received when made available to the recipient.
19. Governing Law and Dispute Resolution
19.1 This Agreement is governed by the laws of the Republic of South
Africa.
19.2 The parties shall first attempt to resolve any dispute arising
from this Agreement through good-faith negotiation.
19.3 If the dispute cannot be resolved within thirty (30) days,
either party may refer the dispute to mediation before commencing
litigation, unless urgent relief is required. Unless otherwise agreed,
mediation costs shall be shared equally by the parties.
19.4 Nothing in this Agreement prevents either party from seeking
urgent or interim relief from a court of competent jurisdiction. Subject
to applicable law, the courts of the Republic of South Africa shall have
jurisdiction over disputes arising from this Agreement.
20. General Provisions
20.1 This Agreement (Master Terms plus Schedule A and/or Schedule B
as applicable, together with the documents incorporated by reference)
constitutes the entire agreement between the parties and supersedes all
previous agreements relating to its subject matter.
20.2 Failure by either party to enforce any provision of this
Agreement shall not constitute a waiver of that provision or any other
provision. Any waiver must be in writing.
20.3 If any provision of this Agreement is found to be unlawful,
invalid or unenforceable, the remaining provisions shall continue in
full force and effect.
20.4 The Account Holder may not assign or transfer this Agreement
without Voyiso's prior written consent. Voyiso may assign this
Agreement in connection with a merger, acquisition, sale of business,
corporate restructuring, or transfer of substantially all of its assets,
provided that such assignment does not materially reduce the rights of
the Account Holder.
20.5 Nothing in this Agreement creates a partnership, joint venture,
agency, employment, or fiduciary relationship between Voyiso and the
Account Holder. Each party acts as an independent contracting party, and
neither has authority to bind the other except where expressly agreed in
writing.
20.6 The following provisions survive termination of this Agreement:
Intellectual Property; Confidentiality; Limitation of Liability;
Indemnities; outstanding Commission; Data Retention; Dispute Resolution;
Governing Law; and any other provision which by its nature is intended
to survive termination.
20.7 The parties acknowledge that records maintained by Voyiso
relating to acceptance of this Agreement, Agreement versions, audit
logs, electronic communications, invoices, payment records, Platform
activity, and security logs may be retained electronically and relied
upon as evidence to the extent permitted by the Electronic
Communications and Transactions Act, 25 of 2002 and other applicable
law.
20.8 Voyiso may, from time to time, restructure its business,
introduce new products or services, transfer operational functions to
affiliated entities, or undergo mergers, acquisitions or other corporate
transactions. Provided that the Account Holder's rights under this
Agreement are not materially reduced, such corporate changes shall not
invalidate or terminate this Agreement.
Schedule B --- Marketplace Supplier Terms
This Schedule applies to any Account registered to list rates,
availability, or inventory on the Voyiso Marketplace for use by Tenants
in their itineraries ("Supplier"). It forms part of, and should be
read together with, the Master Terms, including Section 7 (Commission,
Billing and Payment --- General Terms) and clause 10.4 (Marketplace
Conduct).
B1. Listing
B1.1 There is no registration fee or listing fee to join the
Marketplace.
B1.2 Supplier warrants that all listings, rates, and availability
submitted to the Marketplace are accurate, genuinely bookable, and that
Supplier holds the right and authority to offer them.
B1.3 Supplier is responsible for keeping listings, rates, and
availability up to date.
B2. Commission
B2.1 Voyiso charges Supplier a commission of 3% of the value of each
Confirmed Booking made through a Marketplace-sourced listing
("Marketplace Commission").
B2.2 Marketplace Commission under this Schedule is the only
commission charged on a Marketplace-sourced itinerary line item. The
referring Tenant's own Commission under Schedule A is waived on that
line item --- there is no double commission on the same transaction.
B3. Payment
B3.1 Marketplace Commission is deducted from, or invoiced against,
amounts due to Supplier in respect of Confirmed Bookings, reconciled
monthly in arrears, subject to the general payment terms in Section 7 of
the Master Terms.
B3.2 Payout timing and method will be confirmed as part of
onboarding and may be updated by Voyiso from time to time with
reasonable notice.
B4. Listing Standards, Removal & Marketplace Disclaimer
B4.1 Voyiso may remove or suspend a listing that is inaccurate,
unavailable, unresponsive to booking requests, or that otherwise harms
the experience of Tenants or their clients.
B4.2 Supplier may withdraw a listing at any time, subject to
honouring bookings already confirmed at the time of withdrawal.
B4.3 As set out in clause 11.5 of the Master Terms, Voyiso provides
the Marketplace as a technology platform only. Unless expressly stated
otherwise, Voyiso is not a party to contracts concluded directly between
a Supplier and a Tenant, and Supplier remains responsible for the
accuracy of its own listings and the fulfilment of its own bookings.
B5. Changes
B5.1 Voyiso may adjust the Marketplace Commission rate or listing
arrangements under this Schedule with no less than 30 days' written
notice, in accordance with clause 7.6 of the Master Terms.
Account Type & Acceptance
Please indicate which type(s) of account you are registering for. The
Schedule(s) corresponding to your selection form part of this Agreement
and are recorded against your acceptance record as described in Section
4.
- [ ] Tour Operator (Tenant) --- Schedule A applies
- [ ] Marketplace Supplier --- Schedule B applies
By accepting this Agreement electronically (or, where applicable, by
signing below), the Account Holder confirms it has read and agrees to
the Master Terms and each Schedule applicable to the account type(s)
selected above. Voyiso will record the acceptance details described in
Section 4, including the Agreement version, timestamp (UTC), Account ID,
business name, accepting User ID, IP address, browser and device
information, acceptance method, derived country, and --- where generated
--- a cryptographic hash of the accepted Agreement PDF.
For the Account Holder
Business name:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Signed by:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Title:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Signature / Electronic acceptance:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Date:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
For Voyiso (Pty) Ltd
Signed by:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Title:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Signature:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Date:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Schedule A --- Tour Operator (Tenant) Terms
This Schedule applies to any Account registered to operate as a tour
operator or travel business using the Platform to manage leads,
itineraries, quotations, invoices, and bookings ("Tenant"). It forms
part of, and should be read together with, the Master Terms, including
Section 7 (Commission, Billing and Payment --- General Terms).
A1. Commission
A1.1 Voyiso charges a commission of 3% of the value of each invoice
marked as Paid within the Platform ("Commission").
A1.2 Commission accrues when an invoice reaches Paid status.
Deposits and partial payments do not attract Commission until the
invoice is paid in full.
A1.3 Any itinerary line item sourced from the Voyiso Marketplace is
excluded from the Commission calculation under this Schedule. Commission
on that line item is instead payable by the relevant Supplier under
Schedule B. The same line item is never commissioned twice.
A2. Monthly Commission Cap
Total Commission payable by a Tenant in any calendar month is capped
according to the Tenant's tier for that month, determined solely by
User count as set out in clause A3:
-----------------------------------------------------------------------
Tier User count Monthly cap Overage
----------------- ------------------ ------------------ ---------------
Standard 10 or fewer R15,000 / month ---
Enterprise 11 or more R35,000 / month R150 / month
for each User
beyond 20
-----------------------------------------------------------------------
A2.1 Tier and any applicable per-seat overage fee are determined
solely by User count. Revenue, booking volume, and the Marketplace
exclusion in clause A1.3 have no bearing on tier or cap.
A3. Measuring User Count
A3.1 "User" means an individual staff account provisioned under
the Admin, Operator, Viewer, or Accountant role. It excludes
guide-portal links, cross-tenant collaborator invitations, and
end-client access.
A3.2 User count for a given month is measured as the highest (peak)
number of concurrently active Users at any point within the rolling 30
calendar-day period ending on the applicable billing date.
A4. Dedicated Infrastructure
A4.1 Reaching Enterprise tier does not automatically entitle or
obligate a Tenant to a dedicated virtual server or isolated hosting
environment ("Dedicated VM").
A4.2 Voyiso may offer, or a Tenant may request, a Dedicated VM based
on actual platform resource usage, data volume, or a reasonable security
or compliance requirement. Provision of a Dedicated VM is subject to a
separate written agreement and additional fee.
A5. Billing
A5.1 Commission is reconciled monthly in arrears based on invoices
marked Paid during the calendar month, subject to the cap and any
per-seat overage fee under clause A2.
A5.2 Voyiso will issue a statement or invoice for the amount due,
payable within 7 days, subject to the general payment terms in Section 7
of the Master Terms.
A6. Changes
A6.1 Voyiso may adjust the Commission rate, tier thresholds, cap
amounts, or per-seat overage fee under this Schedule with no less than
30 days' written notice, in accordance with clause 7.6 of the Master
Terms.
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