Terms of Service

1. Introduction

Welcome to Hedell Travel ("Platform", "we", "us", or "our"). These Terms of Service ("Terms") govern your access to and use of our website, services, and platform located at hedelltravel.com and app.hedelltravel.com.

By accessing or using our Platform, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Platform.

Hedell Travel operates as a B2B marketplace connecting travel agents ("Agents") with experience providers ("Partners") offering curated luxury travel experiences in Japan.

2. Definitions

• "Agent" refers to licensed travel agencies or professionals who use the Platform to discover and book experiences for their clients.
• "Partner" refers to experience providers, tour operators, or businesses that list their services on the Platform.
• "User" refers to any individual or entity accessing the Platform, including Agents and Partners.
• "Booking" refers to a confirmed reservation made through the Platform.
• "Transaction" refers to any business deal, booking, or agreement between an Agent and a Partner.

3. Account Registration

To use certain features of the Platform, you must register for an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Keep your password secure and confidential
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized access or security breach

We reserve the right to suspend or terminate accounts that violate these Terms or provide false information.

4. Platform Usage and Transaction Requirements

4.1 Mandatory Use of Platform

All communications, negotiations, and transactions between Agents and Partners that originate through the Platform must be conducted and completed through the Platform. This includes:

• Initial inquiries and subsequent communications
• Price negotiations and agreements
• Booking confirmations and modifications
• Payment processing

4.2 Prohibition of Off-Platform Transactions

Users are strictly prohibited from:

• Circumventing the Platform to conduct direct transactions with contacts made through the Platform
• Exchanging personal contact information for the purpose of avoiding Platform fees
• Completing bookings or payments outside the Platform for experiences discovered through the Platform
• Encouraging or facilitating other users to engage in off-platform transactions

4.3 Reporting Obligation

If an Agent and Partner have established a relationship through the Platform and subsequently engage in any business transaction (whether on or off the Platform), they are obligated to report such transaction to Hedell Travel. This includes transactions for:

• Experiences originally discovered on the Platform
• Related or similar experiences offered by the same Partner
• Referrals to other services or partners

5. Fees and Commission

5.1 Commission Structure

Hedell Travel charges a commission on successful bookings made through the Platform. The commission rate is determined based on the transaction value and will be clearly disclosed before confirmation. No fees are charged for platform access or listing experiences.

5.2 Payment Terms

Commission fees are calculated based on the total transaction value and are due upon booking confirmation. Partners will receive payment minus the applicable commission within the agreed settlement period.

5.3 Additional Services

Additional fees may apply for premium services such as AI translation, featured listings, or marketing support. These fees will be clearly communicated before any service is rendered.

6. Violations and Penalties

6.1 Detection of Violations

Hedell Travel employs various methods to detect off-platform transactions and policy violations, including but not limited to user reports, communication analysis, and transaction monitoring.

6.2 Graduated Penalty System

Violations of Section 4 (Platform Usage and Transaction Requirements) will result in the following penalties:

6.3 Severe Violations

In cases of egregious violations, including systematic circumvention of Platform fees or fraudulent activity, Hedell Travel reserves the right to:

• Skip the graduated penalty system and proceed directly to account termination
• Pursue legal action for damages including lost commissions and investigation costs
• Report fraudulent activity to relevant authorities
• Seek injunctive relief to prevent ongoing violations

7. User Responsibilities

7.1 Agent Responsibilities

• Maintain valid business licenses and insurance as required by applicable law
• Provide accurate information about client requirements
• Communicate booking details and changes promptly
• Ensure payment is made according to agreed terms
• Represent experiences accurately to end clients

7.2 Partner Responsibilities

• Provide accurate and complete information about experiences
• Maintain necessary licenses, permits, and insurance
• Deliver services as described and agreed upon
• Respond to inquiries and booking requests promptly
• Update availability and pricing information regularly
• Comply with all applicable laws and safety regulations

8. Intellectual Property

All content on the Platform, including but not limited to text, graphics, logos, images, and software, is the property of Hedell Travel or its content suppliers and is protected by intellectual property laws.

Partners grant Hedell Travel a non-exclusive, royalty-free license to use, reproduce, and display their content for the purpose of operating and promoting the Platform.

Users may not reproduce, distribute, modify, or create derivative works from Platform content without prior written consent.

9. Limitation of Liability

Hedell Travel acts as a marketplace connecting Agents and Partners. We are not a party to the contracts between Agents and Partners and are not responsible for the actual delivery of experiences.

To the maximum extent permitted by law, Hedell Travel shall not be liable for:

• The quality, safety, or legality of listed experiences
• The accuracy of listings or user content
• The ability of Partners to deliver experiences
• The ability of Agents to pay for bookings
• Any indirect, incidental, special, or consequential damages

Our total liability shall not exceed the fees paid by you to us in the twelve (12) months preceding the claim.

10. Indemnification

You agree to indemnify, defend, and hold harmless Hedell Travel, its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising out of or related to your use of the Platform, violation of these Terms, or infringement of any rights of third parties.

11. Dispute Resolution

11.1 Negotiation

In the event of any dispute arising out of or relating to these Terms, the parties shall first attempt to resolve the dispute through good faith negotiation.

11.2 Arbitration

If negotiation fails, any dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of SIAC for the time being in force.

• The seat of arbitration shall be Singapore
• The language of arbitration shall be English
• The tribunal shall consist of one (1) arbitrator
• The decision of the arbitrator shall be final and binding

12. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law provisions.

13. Modifications to Terms

Hedell Travel reserves the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on the Platform and updating the "Last updated" date.

Your continued use of the Platform after such modifications constitutes acceptance of the updated Terms. If you do not agree to the modified Terms, you must discontinue use of the Platform.

14. Termination

Either party may terminate their account at any time by providing written notice. Hedell Travel may suspend or terminate accounts that violate these Terms without prior notice.

Upon termination, Users must settle all outstanding obligations, including pending commissions and fees. Sections 5, 6, 9, 10, 11, and 12 shall survive termination.

15. Contact Information

For questions about these Terms or to report violations, please contact us: