Parties

(1) [Azia Booking UK Ltd], registered number [•] (“Azia Booking” or “the Company”); and

(2) [Guide full name], holder of Vietnamese national ID / tour guide card number [•], of [address] (“the Guide”),

together “the Parties”.

1. Purpose and Status

1.1 This Agreement sets out the terms on which the Guide is admitted to, and offers Experiences through, the Azia Booking platform.

1.2 The Guide acts as an independent contractor and is not an employee, worker, partner, or agent of Azia Booking. The Guide is free to accept or decline individual bookings and to offer services to others, subject to Clause 9 (Non-Circumvention).

1.3 The Guide is solely responsible for their own tax registration, personal income tax, and social insurance obligations arising from income earned under this Agreement.

2. Guide Standards and Qualifications

2.1 To be listed and remain active on the platform, the Guide must meet and continue to meet the following standards:

• Hold a valid Vietnamese tour guide card and any other licence or permit required by Vietnamese law for the type of tours offered, and provide evidence of this to Azia Booking on request.

• Speak good, clear English sufficient to plan, conduct, and narrate an entire Experience in English without an interpreter, and to handle routine guest questions and minor incidents in English. This is assessed at onboarding (interview and/or recorded sample) and may be reassessed periodically or if a complaint raises a concern about communication.

• Demonstrate sound local knowledge of the areas and Experiences offered.

• Maintain a professional, punctual, and courteous manner with all Guests.

• Comply with all applicable safety, health, and tourism regulations, and hold any required first-aid or activity-specific certification for higher-risk Experiences (e.g., trekking, water activities).

• Provide references and pass any background check reasonably required by Azia Booking before onboarding.

2.2 Azia Booking may suspend or decline to list a Guide who does not meet, or ceases to meet, these standards, and may require re-assessment of English proficiency or local knowledge at reasonable intervals.

3. Pricing and Commission

3.1 The Guide sets the retail price for each Experience they list on the platform (“the Guide Price”), which is displayed to Guests as the total price payable.

3.2 Azia Booking retains a commission of 10% of the Guide Price on every completed and paid Booking (“the Platform Fee”). The Guide receives the remaining 90% of the Guide Price for that Booking, subject to Clause 6 (No-Show) and Clause 8 (Refunds).

3.3 The Guide may review and update their Guide Price for future Bookings at any time; the price applicable to a Booking is the price displayed to the Guest at the time of booking and cannot be changed retroactively or during the tour.

3.4 All amounts in this Agreement are exclusive of any tax that may be required to be withheld or added under applicable Vietnamese or UK law; each party is responsible for its own tax treatment of amounts received under this Agreement.

4. Payment Terms

4.1 Azia Booking will pay the Guide’s share of completed Bookings on a [weekly/monthly] cycle, by bank transfer to the account nominated by the Guide, once the applicable cancellation/refund window for each Booking has passed.

4.2 Azia Booking will provide the Guide with a statement showing, for each Booking: the Guide Price, the Platform Fee deducted, and the net amount paid.

5. Booking Acceptance and Conduct of Tours

5.1 The Guide must accept or decline each booking request within [•] hours of receiving it. Bookings not responded to within this window may be reassigned or cancelled by Azia Booking.

5.2 Once accepted, the Guide must deliver the Experience as described in the listing, arrive at the agreed meeting point on time, and follow the agreed itinerary unless a change is reasonably necessary for safety or is agreed with the Guest.

6. Guide Cancellations and No-Show Policy

6.1 If the Guide needs to cancel a confirmed Booking, they must notify Azia Booking and the Guest as soon as possible and in any event no later than [24] hours before the Experience is due to start (“Notified Cancellation”). A Notified Cancellation does not result in disqualification but repeated Notified Cancellations may trigger a review under Clause 2.2.

6.2 If the Guide fails to appear for a confirmed Booking without providing a Notified Cancellation (“No-Show”), the following applies automatically:

• The Guide receives no payment for that Booking, and the Guest is entitled to a full refund under Clause 8.

• The Guide’s account is immediately suspended pending review, and on confirmation that no valid Notified Cancellation or documented emergency (see Clause 6.3) applies, the Guide is permanently disqualified and removed from the platform.

6.3 A No-Show caused by a genuine, documented emergency (e.g., medical emergency or accident, supported by reasonable evidence) and reported to Azia Booking as soon as reasonably practicable will be treated as a late Notified Cancellation for the purposes of Clause 6.2, but will still not attract payment for the missed Booking unless Azia Booking agrees otherwise.

7. Guest Complaints

7.1 Guests may submit a complaint about a Guide-delivered Experience through the platform within [7] days of the Experience taking place.

7.2 Azia Booking will investigate each complaint, which may include seeking the Guide’s account of events, Guest feedback, and any available evidence (photos, messages, ratings).

7.3 Performance thresholds: a Guide whose average rating falls below [3.5 out of 5] across their most recent [10] completed Experiences, or who receives [3] substantiated complaints within any rolling [6]-month period, will be placed under formal review and may be suspended or removed from the platform, in addition to any refund consequences under Clause 8.

7.4 A single serious substantiated complaint (e.g., safety failure, harassment, discrimination, or fraud) may result in immediate suspension or removal regardless of the thresholds in Clause 7.3.

8. Refunds

8.1 A Guest is entitled to a refund of the relevant Booking where Azia Booking determines, after investigation, that any of the following occurred:

• A No-Show under Clause 6 — full refund.

• The Guide substantially failed to deliver the agreed itinerary or Experience as listed — full or partial refund depending on the extent of the shortfall.

• A verified safety failure, misconduct, harassment, or discrimination by the Guide — full refund, in addition to any suspension/removal under Clause 7.4.

• A minor, non-safety shortfall (e.g., late arrival within a reasonable margin, small itinerary deviation agreed on the day) — Azia Booking may in its discretion offer a partial refund or credit; this does not automatically affect the Guide’s standing under Clause 7.3.

8.2 Where a refund is due because of the Guide’s conduct or non-performance, the refunded amount is deducted first from the Guide’s share of that Booking; Azia Booking may also waive its Platform Fee on that Booking. The Guide is not entitled to payment for a Booking that is fully refunded under this Clause 8.

8.3 Where a refund is given for reasons unrelated to the Guide (e.g., a Guest-side cancellation within the Guest cancellation policy, or a genuine emergency under Clause 6.3), the allocation of the refund between Azia Booking’s Platform Fee and the Guide’s share will follow Azia Booking’s published cancellation policy in effect at the time of booking.

9. Non-Circumvention

9.1 The Guide will not solicit a Guest introduced through the platform to book directly outside the platform, or otherwise circumvent the platform’s booking and payment process, during their engagement and for [12] months afterwards.

10. Insurance and Liability

10.1 The Guide will hold public liability insurance appropriate to the Experiences they offer, and any tourist/accident insurance required by Vietnamese law, and will provide evidence of cover on request.

10.2 The Guide is responsible for the safe and lawful conduct of each Experience they deliver and will indemnify Azia Booking against claims arising from the Guide’s negligence, misconduct, or breach of this Agreement, save to the extent caused by Azia Booking’s own default.

11. Data Protection and Confidentiality

11.1 The Guide will handle any Guest personal data received through the platform in accordance with applicable data protection law and only for the purpose of delivering the booked Experience.

11.2 The Guide will keep confidential any non-public business information of Azia Booking or its partners.

12. Intellectual Property

12.1 The Guide grants Azia Booking a non-exclusive licence to use photos, descriptions, and reviews relating to the Guide’s Experiences for marketing the platform, and will not use Azia Booking’s name or branding beyond what is necessary to deliver the Experience without prior written consent.

13. Term and Termination

13.1 This Agreement continues until terminated by either party on [14] days’ written notice, or immediately by Azia Booking under Clause 2.2, 6.2, or 7.4.

13.2 Clauses relating to confidentiality, data protection, non-circumvention, and liability survive termination.

14. Dispute Resolution and Governing Law

14.1 The Parties will first attempt to resolve any dispute through good-faith discussion. Unresolved disputes will be resolved by [the courts of • / arbitration under the rules of •], and this Agreement is governed by the law of [Vietnam / England and Wales — to be confirmed].

15. General

15.1 This Agreement is the entire agreement between the Parties on this subject and may be amended only in writing agreed by both Parties, save that Azia Booking may update the platform’s published policies (cancellation, complaints handling) referred to in this Agreement from time to time on reasonable notice to the Guide.

Items to Confirm with Legal and Tax Advisers

• Whether the Guide’s engagement as described here is correctly classified as an independent contractor under Vietnamese labour law, given the platform’s degree of control over pricing display, standards, and disqualification — misclassification risk could give the Guide employee-type protections.

• The specific Vietnamese tour guide licensing requirements applicable to the Experiences offered (card type, required qualifications, any restriction on foreign-invested platforms engaging guides directly rather than through a licensed Vietnamese tour operator).

• Whether the automatic disqualification mechanism in Clause 6.2 needs a documented appeals step to reduce dispute risk, and whether Vietnamese consumer or contract law requires a specific refund process beyond what is set out in Clause 8.

• VAT/withholding treatment of the Platform Fee and Guide payments given the cross-border structure discussed in the related founders’ and tax analysis documents.