Platform Terms & Conditions

These Platform Terms & Conditions ("Terms") govern access to and use of the Ninkio platform, including the dashboard available at app.ninkio.co (the "App"), the widget tooling we provide, Ninkio-hosted storefront and checkout pages (book.ninkio.co), and related APIs and services (together, the "Platform").

These Terms are intended for Suppliers (who provide and fulfill products) and Creators (who promote products through Widgets, Storefront pages, or other audience channels).

If you are an end-customer booking a product via the Widget or a Storefront page, separate booking terms are presented during checkout.

1. Company information

The Platform is operated by:

In these Terms, "Ninkio", "we", "us" refers to the company above.

2. Definitions

• Creator: a user who promotes products through Ninkio Widgets, Storefront pages, or other audience channels.
• Supplier: a user who offers the products, fulfills bookings, and provides customer support for the products.
• Product: a tour, activity, or other experience offered by a Supplier and made bookable through the Platform.
• Widget: the embeddable booking components and related scripts/iframes provided by Ninkio for Creator sites.
• Storefront: Ninkio-hosted pages (book.ninkio.co) where Creators can showcase and sell Products to their audience.
• End-customer: a consumer who books a Product through the Widget or a Storefront page.
• Commission: amounts payable to Ninkio and/or Creators based on bookings (as applicable), as configured in the Platform.
• Self-Billing Invoice: an invoice issued by Ninkio on behalf of a Creator for commission amounts earned by the Creator through the Platform.

3. Scope and acceptance

By creating an account, accessing, or using the Platform, you agree to these Terms.

Access to the Platform is invite-only and may be subject to approval by Ninkio.

If you use the Platform on behalf of a company, you represent that you have authority to bind that company.

4. The Platform (what we provide)

Ninkio provides software and infrastructure that may include:

• a dashboard for managing partnerships, products, widgets, and reporting,
• widget technology that Creators embed on their sites and Ninkio-hosted storefront pages,
• integrations with third-party booking systems and payment providers,
• tracking and attribution features to measure performance and commissions.

We may modify, add, or remove features over time.

5. Accounts and security

You agree to:

• provide accurate and up-to-date information,
• keep your credentials confidential and secure,
• notify us promptly of any unauthorized use.

You are responsible for all activities that occur under your account.

6. Roles and responsibilities

6.1 Supplier obligations

Suppliers are responsible for:

• Product accuracy: ensuring product descriptions, pricing, availability, and policies are accurate and current.
• Fulfillment and support: delivering the product and handling customer service, operational communications, changes, cancellations, and complaints.
• Compliance: complying with all applicable laws, regulations, licensing requirements, consumer protection rules, and tax obligations related to their products.
• Refunds/cancellations: applying their own cancellation and refund policies to bookings, and handling disputes and chargebacks in accordance with the payment provider's rules.
• Integrations: maintaining required third-party integrations (including a Supplier booking system / channel manager integration) and payment setup.
• Insurance: maintaining appropriate professional liability insurance (or equivalent coverage) for their activity and products, and providing proof of coverage to Ninkio upon request.
• Anti-fraud and legal compliance: complying with applicable laws (including consumer protection, tax rules, and, where applicable, anti-corruption / anti-bribery and sanctions laws) and cooperating with reasonable compliance requests.

6.2 Creator obligations

Creators are responsible for:

• Marketing compliance: ensuring promotions and content are accurate, lawful, and not misleading.
• Website compliance: ensuring their own website (or distribution channel) complies with applicable laws (including privacy/cookie rules) and contains required notices.
• Implementation: using the Widget and Storefront as provided and not altering them in ways that break functionality, tracking, or security.
• Prohibited conduct: not using the Platform to spam, mislead customers, impersonate others, or engage in abusive practices.

Creators do not have authority to bind Suppliers, issue refunds on behalf of Suppliers, or make commitments outside what is explicitly presented to end-customers in the booking flow.

6.3 Independent parties (no agency / no partnership)

The parties are independent contractors. Nothing in these Terms creates a relationship of employment, partnership, joint venture, franchise, agency, or mandate between Ninkio, Suppliers, and/or Creators. No party has authority to bind another party unless expressly agreed in writing.

7. Merchant of Record, customer relationship, and product liability

7.1 Supplier as Merchant of Record

Unless explicitly stated otherwise in writing by Ninkio, the Supplier is the Merchant of Record (or equivalent) for every booking generated through the Platform. This means the Supplier is solely responsible for:

• organizing, delivering, and supervising the Product sold to the End-customer;
• customer support before, during, and after each booking, including handling complaints, inquiries, schedule changes, and on-site issues;
• processing cancellations, refunds, and rescheduling requests under the Supplier's own terms and conditions;
• issuing fiscal invoices (factures) to End-customers on request, in the Supplier's own legal name and under the Supplier's own tax identification (SIRET, VAT number, or equivalent);
• collecting, declaring, and remitting all applicable taxes, including VAT, sales tax, tourist tax, and local fees;
• complying with all applicable consumer protection, travel retail, health and safety, and data protection regulations in the Supplier's operating jurisdiction.

7.2 Ninkio's role

Ninkio is a technology platform and commercial intermediary. We provide the booking infrastructure, checkout pages, and payment routing that connect Suppliers, Creators, and End-customers. Ninkio is not a travel retailer, tour operator, or travel agent, and does not resell, organize, or control any Product listed on the Platform.

We do not operate the Products and are not responsible for:

• the quality, safety, legality, or delivery of Products,
• Supplier communications or policies,
• End-customer disputes about the Product itself.

End-customers interact with Suppliers directly for all matters related to their bookings, including refunds, complaints, and invoicing.

8. Commissions, amounts, and payouts

8.1 Commission rates

Commission rates and commercial terms are agreed between the parties and/or configured in the Platform.

We do not list commission percentages in these Terms. The applicable commission rate is the one agreed during onboarding, which you can find in your Account section in the Platform.

8.2 Calculation and attribution

Commissions are calculated and attributed to bookings recorded in the Platform. Commission is ultimately retained only where the experience has taken place (completed booking); commission attributable to bookings that are cancelled and refunded before the experience date is reversed in accordance with Section 9.

Invoicing and payout timing differs by party: Supplier commission is collected automatically via Stripe at the time the End-customer pays for the booking and invoiced monthly (Section 8.5); Creator commission is self-billed and paid out monthly, but only for bookings that completed during the preceding period (Sections 8.6 and 8.7).

Separately, the Platform may display performance metrics such as widget views, clicks, and conversion rates. You agree that:

• view/click metrics may be affected by technical limitations (e.g., browser settings, cookie restrictions, ad blockers), and
• booking counts and booking-based commissions are authoritative in the Platform.

8.3 Payments and payment providers

Payments may be processed by third-party payment providers (e.g., Stripe). Payment processing may involve separate terms between you and the payment provider.

Where Stripe Connect (or equivalent) is used:

• Suppliers may be required to complete onboarding (including identity verification) and maintain a connected account;
• payments are routed to the Supplier's connected account as direct charges. The Supplier receives funds net of Stripe's payment processing fees and Ninkio's Platform commission, which is collected as a Stripe application fee;
• Stripe's payment processing fees are borne by the Supplier;
• payout timing and settlement are governed by Stripe's terms, not by Ninkio;
• Payment-related failures or restrictions imposed by payment providers may affect bookings and payouts.

8.4 No circumvention

You must not circumvent the Platform to avoid fees or commissions. In particular, you must not encourage or direct end-customers to complete a booking outside the Widget/Platform (or to rebook the same booking off-platform) in a way that prevents the Platform from recording the booking and applying the agreed commissions.

If we reasonably believe circumvention is occurring, we may suspend or terminate access and/or disable Widgets.

8.5 Supplier commission invoicing

Ninkio's commission on Supplier bookings is collected automatically via Stripe as an application fee at the time the End-customer pays for the booking. Ninkio issues monthly commission invoices to Suppliers covering the Platform commission collected during the preceding calendar month. A booking paid for in March for an experience scheduled in May is therefore invoiced at the start of April, not at the time of the experience.

Credit notes are issued separately to reflect commission reversed where a booking is cancelled and refunded before the experience takes place (see Section 9). Post-experience refunds do not trigger a credit note.

Invoices and credit notes are issued in Ninkio's name and reflect the commission amounts deducted via the payment provider. Suppliers must provide and maintain accurate billing information (including legal name, registered address, SIREN/company ID, and VAT number where applicable) in order for Ninkio to issue compliant invoices.

8.6 Creator self-billing

Ninkio operates a self-billing arrangement for Creator commissions. By accepting these Terms, the Creator agrees that:

• Ninkio will issue invoices on behalf of the Creator for commission amounts earned through the Platform ("Self-Billing Invoices");
• Self-Billing Invoices are issued monthly and reflect commission amounts earned on bookings that completed (i.e., the experience took place) during the preceding calendar month. For example, a booking paid for in March for an experience scheduled in May is self-billed and paid out at the start of June, not at the time of booking payment;
• the Creator must not issue their own invoices to Ninkio for the same commission amounts covered by a Self-Billing Invoice;
• the Creator must provide and keep up to date accurate billing and tax information (including legal name, address, company registration number where applicable, and VAT number where applicable) in their Platform account;
• the Creator must review each Self-Billing Invoice and notify Ninkio within 15 days of receipt if they believe an invoice is incorrect;
• if the Creator becomes registered for VAT (or equivalent), they must notify Ninkio promptly and keep their VAT status current in the Platform so that Self-Billing Invoices reflect the correct tax treatment.

Self-Billing Invoices are issued in the Creator's name as the supplier of services and in Ninkio's name as the recipient, in accordance with applicable invoicing rules.

The Creator may withdraw from the self-billing arrangement by notifying Ninkio in writing with at least 30 days' notice. In that case, the Creator becomes responsible for issuing their own invoices to Ninkio for any subsequent commission amounts, and Ninkio may withhold payment until a valid invoice is received.

8.7 Creator commission payouts

Creator commission payouts follow these rules, unless otherwise agreed in writing:

• Frequency: Creator commissions are paid out monthly, covering commission earned on completed bookings during the preceding calendar month.
• Minimum threshold: there is no minimum payout threshold. Any positive balance earned during the period is paid out at the next monthly cycle.
• Currency: payouts are denominated and sent in euro (EUR). Any currency conversion, intermediary bank fees, or receiving fees charged by the Creator's bank or payment provider are borne by the Creator.
• Payout method: payouts are sent to the payout account the Creator has configured in the Platform (for example, bank transfer to a Creator-provided IBAN, or PayPal). The Creator is responsible for keeping those payout details accurate; Ninkio is not responsible for payouts returned or delayed due to incorrect or outdated payout details.

8.8 Taxes and regulatory reporting

Each party is responsible for determining and complying with its own tax and regulatory obligations.

Suppliers are solely responsible for collecting, declaring, and remitting taxes applicable to the sale of their Products to End-customers, including VAT, sales tax, tourist tax, and local fees, and for issuing customer invoices/receipts where required.

Where required by law (including tax reporting obligations applicable to digital platforms), Ninkio may request information and documentation from Suppliers (e.g., tax identification details) and may disclose Supplier information to competent authorities.

9. Cancellation, refunds, and disputes

Unless expressly stated otherwise:

• Supplier cancellation/refund policies apply to bookings.
• Suppliers are responsible for responding to End-customer disputes, chargebacks, and claims related to the Product.

Refunds and commission reversals

All refund decisions are made by the Supplier in accordance with the Supplier's own cancellation/refund policy and applicable consumer protection law. Ninkio does not authorize, approve, or deny refunds.

For bookings paid through the Platform's payment flow:

• the Supplier initiates refunds and cancellations via their booking system, and
• Ninkio may facilitate the payment refund through the payment provider (e.g., Stripe) on the Supplier's behalf as a technical service.

Refunds are processed on the Supplier's connected payment account and reduce the Supplier's net payout accordingly.

Pre-experience cancellations

If a booking is cancelled and refunded in full before the scheduled experience date:

• Ninkio will reverse its commission for that booking, and
• no Creator commission will be payable for that booking.

For partial refunds issued before the experience date, Ninkio's commission and any Creator commission are reversed on a pro-rata basis relative to the refunded portion of the booking.

Post-experience refunds

Refunds or credits issued after the scheduled experience date (for example, goodwill gestures, service complaints, or no-shows) do not affect Ninkio's commission or Creator commissions. The Supplier bears the full cost of any post-experience refund.

Payment processors (e.g., Stripe) may keep processing fees or may not refund fees, depending on their policies.

Chargebacks

Chargebacks initiated by End-customers are handled by the Supplier through the payment provider (e.g., Stripe). The Supplier bears all chargeback costs, disputes, and losses. Ninkio may assist by providing booking data or technical evidence but does not dispute chargebacks on the Supplier's behalf.

10. Cookies, tracking, and site obligations

10.1 Tracking on Creator sites and Storefront pages

When the Widget or tracking scripts run on a Creator's website, or when a visitor uses a Storefront page, the Platform may store or access identifiers on the visitor's device for purposes such as:

• measuring Widget usage and performance (e.g., widget views and clicks),
• session continuity during a booking,
• attribution of bookings to a Creator.

This may include, for example:

• a cookie named ninkio_visitor_id (set on the Creator site domain by the Widget script), and
• session identifiers stored in sessionStorage (e.g., ninkio_session_id),
• click/tracking identifiers stored via cookies and/or local storage (where enabled).

10.2 Creator responsibility for notices and consent

Creators are responsible for ensuring that their website:

• provides any required notices (privacy and cookie notices), and
• collects any required consents (including for cookies/trackers),

for the Creator's own website and any third-party tools embedded on it (including the Ninkio Widget and related scripts).

To the extent permitted by law, Creators agree to hold Ninkio harmless from claims arising from the Creator's failure to comply with cookie/consent obligations on the Creator's own website.

11. Data protection and privacy

11.1 Platform data and booking data

Ninkio processes personal data to operate the Platform, enable bookings, provide reporting, and ensure security and fraud prevention.

Our processing of personal data is described in our Privacy Policy.

11.2 Sharing end-customer data between parties

For bookings made through the Widget or Storefront:

• Suppliers receive end-customer contact details and booking details to fulfill the product and provide customer support, under the Supplier's own privacy policy.
• Creators receive booking/reporting information, and may receive the end-customer email address only where the end-customer has explicitly opted in to share it with the Creator.
• Creators do not receive end-customer phone numbers through the Platform dashboard.

Each party is responsible for their own compliance with applicable privacy and marketing laws for the data they receive and process (including handling opt-outs and honoring unsubscribe requests where required).

11.3 Data protection roles (independent controllers)

To the extent permitted by law, Ninkio, Suppliers, and Creators typically act as independent controllers of the personal data they each process for their own purposes. Each party is responsible for providing its own privacy notices and ensuring it has a lawful basis for its own processing.

12. Supplier content and permissions

Suppliers retain ownership of their product content (including descriptions, names, images, and other media). By making product content available through the Platform, Suppliers grant Ninkio a limited, worldwide, non-exclusive, royalty-free license to host, reproduce, and display such content solely for:

• distribution and booking through Widgets and Storefront pages,
• promotion of the Supplier's products within the Platform,
• reporting and analytics within the Platform.

Suppliers also authorize Creators to display Supplier product content in connection with the Creator's promotion of the products via Widgets and related pages.

13. Intellectual property and license

Ninkio retains all rights, title, and interest in the Platform, including the Widget technology, APIs, and related software.

We grant you a limited, non-exclusive, non-transferable, revocable license to use the Platform during the term of your account, solely for its intended business purpose.

You must not:

• copy, reverse engineer, or attempt to derive source code from the Platform (except where permitted by law),
• interfere with the Platform's security or integrity,
• use the Platform to build a competing service.

14. Brand usage

Ninkio's name and logos are trademarks and may only be used to reference the Platform or the Widget in a factual manner, and only in connection with your use of the Platform. You must not use Ninkio branding in a misleading way or in a way that suggests endorsement beyond the Platform relationship.

15. Confidentiality

Non-public information shared through the Platform (including commercial terms, analytics, and account data) should be treated as confidential and only used to operate the partnership and the Platform.

16. Suspension and termination

You may stop using the Platform at any time.

We may suspend or terminate access (including disabling Widgets) if we reasonably believe there is:

• fraud, abuse, or misuse,
• a security risk,
• a legal compliance risk,
• a failure to maintain required integrations/payment setup (where applicable),
• repeated customer complaints or harmful conduct.

We may also suspend the Platform for maintenance or security reasons.

Effect on existing bookings

Suspension or termination of Platform access (including disabling Widgets) does not cancel bookings already confirmed. Suppliers remain responsible for fulfilling and supporting existing bookings, including handling cancellations/refunds under their policies.

17. Supplier controls (removal from widgets and storefront)

Suppliers may request that their products be removed from a specific Creator's widget or storefront configuration. Ninkio will use reasonable efforts to action such requests within a reasonable time.

18. Disclaimers

The Platform is provided on an "as is" and "as available" basis. We do not guarantee uninterrupted operation, error-free performance, or that the Platform will meet all business requirements.

Third-party services (booking systems, payment providers, analytics tools) may affect Platform availability and performance; we are not responsible for outages caused by third parties.

19. Limitation of liability

To the maximum extent permitted by law:

• Ninkio is not liable for indirect, incidental, special, or consequential damages.
• Ninkio is not liable for product fulfillment issues or Supplier policies, including cancellations, refunds, or disputes.

If liability cannot be excluded, Ninkio's total liability under these Terms is limited to the total commissions paid to Ninkio (if any) during the six (6) months preceding the event giving rise to the claim.

Nothing in these Terms limits liability that cannot be excluded under applicable law.

20. Indemnity

You agree to indemnify and hold Ninkio harmless from claims, damages, and expenses arising out of:

• your breach of these Terms,
• your products (for Suppliers), including fulfillment, safety, legality, and customer claims,
• your website content and marketing practices (for Creators),
• your failure to comply with applicable laws (including privacy/cookie obligations and marketing rules).

21. Force majeure

Neither party will be liable for delays or failures to perform caused by events beyond its reasonable control (for example, outages of hosting providers, payment providers, or booking system providers; natural disasters; war; strikes; or governmental actions). The affected party will use reasonable efforts to resume performance.

22. Changes to these Terms

We may update these Terms from time to time. The "Last updated" date and version at the top indicate the latest revision.

Updated Terms apply to future use of the Platform and do not retroactively change bookings already confirmed.

If changes are material, we may require you to re-accept the updated Terms to continue using the Platform.

23. Assignment / change of legal form

You may not assign or transfer these Terms without Ninkio's prior written consent.

Ninkio may assign or transfer its rights and obligations under these Terms to any entity resulting from a restructuring, change of legal form, merger, acquisition, or other transfer of all or substantially all of its business or assets, without affecting the validity of these Terms. Where required by law, we will notify you of such changes.

24. Governing law and jurisdiction

These Terms are governed by French law. Any dispute relating to these Terms shall fall under the exclusive jurisdiction of the courts of Paris, France, unless mandatory rules provide otherwise.

25. Contact

Questions about these Terms: [email protected]