Professional Provider Adherence Contract
Version: August 20, 2025
This Professional Provider Adherence Contract (hereinafter, the "Contract") is entered into by and between:
1. Shaka Nomad, the digital platform ‘Shaka Nomad’ (the “Platform” or the ‘App’), owned by Ricci Borisov OÜ, VAT number 17272027, with registered office at Harju maakond, Tallinn, Kesklinna linnaosa, Narva mnt 5, 10117, Estonia; and
2. The Professional Provider, whose identification details (name, address, VAT number/NIE/Passport and other required information) are included in the Platform's registration form being an integral part of this Contract, with the information registered in the electronic registration system taking precedence.
This Contract complements the Platform’s General Terms and Conditions.
NOW, THEREFORE, the Parties agree as follows:
1. That the Platform offers a technological tool for promoting and booking experiences (in-person activities).
2. That the Professional Provider wishes to offer their services through the Platform.
CLAUSES
1. Definitions
For the purposes of this Contract:
• Professional Provider: (the "Professional Provider") a person or entity duly registered to carry out economic activity (self-employed or company) that offers experiences through the Platform.
• Experience: service or activity offered by the Professional Provider through the Platform.
2. Purpose
To regulate the terms and conditions of collaboration between the Platform and the Professional Provider for the publication, promotion, and booking of Experiences on Shaka Nomad.
3. Registration and Verification
3.1. The Professional Provider declares that it has completed the registration and verification process through Stripe Connect, providing the required legal documentation, and undertakes to keep it up to date throughout the term of the Contract.
3.2. Registration on the Platform is free of charge; certain additional services or features may be subject to payment in accordance with the conditions in force.
4. Professional Provider Obligations
4.1. Ensure that Experiences comply with the laws of the place where they are provided.
4.2. Keep information on availability, prices, conditions and descriptions up to date.
4.3. Have the necessary permits, licences and insurance (especially for risky activities).
4.4. Comply with the Platform's Cancellation, Refund and Security policies.
4.5. Not to refer customers outside the Platform to finalise the contract or payment.
4.6. To respond to customer messages within a maximum of 24 hours.
4.7. To notify the Platform of any incident, change in availability, modification of conditions or planned cancellation of Experiences at least 48 hours in advance, except in cases of force majeure.
5. Commissions and Payments
5.1. The Platform will retain a commission of 16–20% on each confirmed booking.
5.2. Payment to the Professional Provider will be made through the integrated Stripe Connect payment system.
5.3. Settlement schedule (single monthly payment). The Platform will make one (1) payment per month, no later than the fifth (5th) Business Day of each calendar month, for the amounts accrued and payable corresponding to Experiences carried out during the previous calendar month. For the purposes of this clause, Business Day shall be understood to mean Monday to Friday.
5.4. Payment system costs. The charges and commissions applied by Stripe Connect for the payment service will be borne by the Platform and will not be passed on to the Professional Provider.
5.5. Adjustments and compensation. The amounts to be settled shall be calculated on a net basis, deducting the Platform's commission and, where applicable, amounts for cancellations, refunds, chargebacks, fraud or other incidents. The Platform may retain reasonable amounts as a guarantee against chargebacks or pending disputes.
6. Cancellations and Refunds
6.1. Cancellations shall be governed by the policy published for each Experience and by the Platform's Changes and Cancellations Policy.
6.2. In the event of unjustified absence or cancellation without cause, the Professional Provider may be penalised in accordance with these policies.
7. Liability and Indemnity
7.1. The Professional Provider is solely responsible for the execution of the Experience.
7.2. The Platform shall not be liable for any damages, accidents, losses or claims arising from the Professional Provider's activity.
7.3. The Professional Provider shall hold the Platform harmless against any claim, damage, loss or expense (including legal fees) arising from its activity, breach of Contract or regulatory infringement.
8. Use of the Brand
It is prohibited to modify logos, use unauthorised variations or associate the brand with content that is illegal, offensive or contrary to the image of the Platform.
9. Force Majeure
Neither party shall be liable for any failure to perform due to force majeure, which shall be understood to mean unforeseeable or unavoidable events beyond its reasonable control.
10. Intellectual Property
The Professional Provider grants the Platform a non-exclusive, free, worldwide licence to use visual and descriptive materials from their Experiences for promotional and sales purposes.
11. Data Protection
The Professional Provider shall be responsible for processing the personal data of customers obtained through the Platform in relation to the provision of Experiences, and must comply at all times with Regulation (EU) 2016/679 (GDPR) and applicable regulations.
12. Confidentiality
The parties undertake not to disclose technical, commercial or customer information obtained during the term of the Contract, except where legally required or with the express written authorisation of the other party.
13. Duration and Termination
Contract of indefinite duration from the date of acceptance. Either party may terminate the Contract with 15 days' notice.
14. Applicable Law and Jurisdiction
This Contract is governed by Estonian law. The parties submit to the courts of Tallinn for any disputes.
15. Professional Provider's TAX/VAT Obligations
15.1. The Professional Provider is solely responsible for its tax obligations (including, where applicable, VAT or other taxes) and must:
a) Determine the applicable taxation according to its tax residence or place of service provision;
b) Include taxes in the total published price;
c) Issue invoices to customers where applicable;
d) Declare and remit taxes to the competent authority.
15.2. Shaka Nomad acts as a commercial agent in the booking and collection of Experiences and does not calculate, itemise, collect or declare the Professional Provider's taxes. The commission is calculated on the final price set by the Professional Provider.
15.3. Shaka Nomad will issue an invoice to the Professional Provider for its commission, applying the VAT or equivalent tax in force in the country where the intermediation service is provided (e.g., TVA 20% in France) and will only declare VAT relating to its own services.
16. Finalisation and electronic proof
The Contract is finalised electronically when the Professional Provider completes the registration and accepts these terms and conditions. Shaka Nomad will keep electronic evidence of acceptance (date and time, account ID, version of the Contract) and will send confirmation by email, indicating the current version.
The Professional Provider may access and download a full copy of the Contract from their dashboard. The parties acknowledge the probative validity of the electronic documents and records generated in the process. By registering on the Platform, both parties accept the Contract electronically.
17. Related Documents
• Changes and Cancellations Policy
• Extenuating Circumstances Policy
Version: August 20, 2025