Supplier Terms of Service

Australpha LLC — Yatoo Platform

Last updated: 01/10/25 · Version 1.0

These Supplier Terms of Service ("Terms") govern your relationship with Australpha LLC ("Company," "we," "us"), a Wyoming LLC (EIN 37-2185274), when you provide services through the Yatoo platform. By accepting these Terms, you agree to all conditions below.

1. Your Role

You are an independent service provider. You deliver local travel services — accommodation, transport, excursions, logistics, guest assistance — to customers who book through our platform. You are not our employee, partner, or legal representative, and you cannot bind us contractually.

Service details, pricing, and timelines are agreed per booking via email or our platform.

2. Supplier Expense Card

2.1 How It Works

When we confirm bookings, we may issue you a Supplier Expense Card (physical or virtual) linked to our corporate account. This card remains our property at all times. We fund it with an agreed deposit amount for each booking — the amount and terms (percentage or fixed) are confirmed in a funding record that acts as our purchase order.

2.2 What You Can Use It For

The card is funded based on confirmed bookings. You can use it for:

  • Accommodation provider payments
  • Local transportation
  • Activity fees and entry costs
  • Operational logistics tied to bookings
  • Your service compensation — when included in the card funding, the funding record specifies the breakdown between operational costs and your fee. You may withdraw or spend your compensation portion at your discretion, as long as total card usage stays within the funded amount

Certain merchant categories are blocked at card-network level and transactions will be automatically declined: gambling, adult entertainment, jewelry, and weapons. These restrictions are enforced by our financial institution and cannot be overridden.

Compensation may alternatively be paid via bank transfer, mobile money, or another agreed method. Where the deposit is less than the full booking value, you collect the remaining balance directly from the customer at the time of service. We are not responsible for collecting that balance.

2.3 Limits & Controls

The card has a spending limit matching the total funded deposits. We may set per-transaction limits, geographic restrictions, and merchant category blocks. We can adjust limits for new bookings or reduce them if bookings are cancelled. We may suspend or deactivate the card at any time for operational or compliance reasons.

2.4 Receipts & Reconciliation

You must upload receipts for every card transaction within 7 days via the method we designate (currently Revolut Business app). We reconcile transactions against bookings. If charges exceed expected costs, we may request an explanation and withhold further funding until resolved.

Any card transaction for which no receipt is uploaded within the 7-day period will automatically be treated as personal compensation drawn from your fee portion of the funded amount.

2.5 Your Responsibility

Once you receive the card, you are responsible for safeguarding its credentials and all transactions made with it. You must notify us immediately if you suspect unauthorized use. We are not liable for losses from misuse, fraud, or unauthorized disclosure on your end.

3. Compliance

You agree to:

  • Provide KYC documentation we or our financial institution request (ID, proof of address, company registration, beneficial ownership, tax IDs)
  • Cooperate with our financial institution's verification process — this is required for card issuance
  • Comply with applicable anti-corruption, anti-money laundering, and sanctions laws
  • Disclose if you or any beneficial owner is a Politically Exposed Person (PEP)
  • Provide tax documentation (e.g., IRS Form W-8BEN/W-8BEN-E) if requested
  • Comply with all rules of the payment networks (Visa/Mastercard) applicable to the card

You represent that neither you, your directors, officers, nor beneficial owners appear on sanctions lists (OFAC, EU, UN, or other applicable authorities).

4. Taxes

You are solely responsible for all taxes, duties, and fiscal obligations arising from this relationship — including income tax, VAT/GST, social contributions, and business permits. We do not withhold or remit taxes on your behalf unless required by law. You agree to indemnify us against any tax claims resulting from your non-compliance.

5. Customer Data

We may share customer personal data (names, contacts, travel dates, preferences) for you to deliver booked services. You must:

  • Use this data only to deliver the booked services
  • Protect it against unauthorized access, loss, or alteration
  • Never sell, transfer, or disclose it to third parties without our written consent
  • Notify us within 48 hours of any data breach
  • Delete or return all customer data within 30 days of termination or upon our request

We act as data controller; you act as data processor for customer data under these Terms.

6. Card Misuse

If we identify card transactions that exceed the funded amount, fall within blocked merchant categories, or are otherwise fraudulent, we may immediately suspend the card, withhold compensation until the matter is resolved, and require reimbursement within 14 days. We may offset such amounts against any sums owed to you. Repeated or serious misuse is grounds for immediate termination.

7. Confidentiality

You must keep confidential all information about our customers, pricing, operations, and card credentials. Card details must not be shared with unauthorized persons.

8. Term & Termination

These Terms apply from the date you accept them and continue indefinitely. Either party may terminate with 30 days written notice. We may terminate immediately for: card misuse, KYC failure, AML/sanctions breach, data protection breach, or persistent failure to reconcile transactions.

On termination, the card is deactivated immediately. Any outstanding compensation for services already delivered is settled within 30 days via bank transfer or other agreed method.

9. General

  • Liability: Neither party is liable for indirect or consequential damages. Our total liability is capped at the amount paid to you in the 12 months before the claim (excluding fraud or willful misconduct).
  • Force Majeure: Neither party is liable for failures caused by events beyond reasonable control (natural disasters, war, banking disruptions, card network outages).
  • Currency: You accept any exchange rate fluctuations or processing fees on transactions in currencies other than the card denomination.
  • Governing Law: These Terms are governed by Wyoming law, USA. Disputes are resolved through good-faith negotiation first, then binding arbitration under ICC Rules (seat: London, UK, in English).
  • Amendments: We may update these Terms with reasonable notice. Continued use of the card after notice constitutes acceptance.
  • Severability: If any provision is unenforceable, the rest remain in effect.
Australpha LLC · 1021 E Lincolnway, Suite #8447, Cheyenne, WY 82001 · EIN 37-2185274