Partner Agreement · Unearth Botswana

This agreement is between Unearth Botswana (Pty) Ltd ("Unearth") and the lodge, camp, operator or other business that registers on the Unearth Partner Hub (the "Partner"). The Partner accepts it by registering and ticking to agree, or by accepting any booking through Unearth. The person who accepts confirms that they are authorised to bind the Partner.

1. Words with a special meaning

"Unearth" means Unearth Botswana (Pty) Ltd, company registration number BW00009130916, of Maun, Botswana.
"Partner Hub" means the online area where the Partner manages its listings, rates, availability, bookings and payouts.
"Listing" means the Partner's pages and information on the Unearth website and in Unearth proposals.
"Guest" means any traveller booked with the Partner through Unearth, and "Booking" means a booking for a Guest that the Partner has confirmed.
"Services" means the accommodation, activities, transfers, flights, guiding and other services the Partner provides.
"Trade rate" or "STO rate" means the confidential net rate the Partner gives Unearth for resale.
"Working day" means Monday to Friday, except public holidays in Botswana.

Unearth's Booking Terms and Conditions (at https://unearthbotswana.co.bw/terms/) govern Unearth's relationship with Guests. The Partner's own terms govern its relationship with Guests for its Services, as far as they are consistent with this agreement and shown in the Listing.

2. Listing with Unearth

Listing is free. There is no subscription or paid placement. Unearth earns its income from the trade rate or commission set out in section 4.
Unearth vets every Partner and every listing by hand before it goes live, and may ask for documents, a call or a visit. Unearth may decline, pause or remove a listing that does not meet its standards, that receives serious complaints, or where the Partner breaks this agreement.
The Partner keeps its listing accurate and up to date, including rooms, photos, inclusions, rates, availability, child policies, minimum ages and cancellation terms.

Eligibility and vetting

The Partner must be a business lawfully registered to trade in the country where it operates. In Botswana this means registration with the Companies and Intellectual Property Authority (CIPA) or another lawful business registration.
Accommodation Partners (lodges, camps, hotels and guest houses) must hold a current grading of 3 stars or higher from the Botswana Tourism Organisation, or the equivalent authority where the property is outside Botswana. If a grading falls below 3 stars or lapses, the Partner will tell Unearth within 5 working days, and Unearth may pause its Listings until the grading is restored. Bookings already confirmed will be honoured or, with the Guest's agreement, moved to a comparable property. Guides, tour operators and activity operators do not need a star grading.
When asked, the Partner will provide copies of its registration documents, licences, permits, insurance certificates, tax registration, safety records and the names of its directors or owners.
Unearth may check public sources and references, and may refuse or remove a Partner without giving reasons. Unearth decides how listings are ranked and displayed. Ranking may take into account quality, Guest reviews, response times and availability.
The Partner will tell Unearth within 5 working days about any change in ownership, management, licences, insurance or anything else that would affect its Listing or its ability to provide the Services.

Accurate listings

Photos must show the property and activities as they are now. Descriptions must not overstate what is offered, such as wildlife, activities, water activities that depend on season, or distances.
The Partner must clearly state seasonal limits (for example when mokoro or boating are not possible), closures, renovation work, and any fees payable on site, such as park or conservation fees.
Unearth may edit, translate and shorten Listing content for style and length, and will not knowingly change its meaning. The Partner remains responsible for the accuracy of the facts it supplies.

3. What the Partner confirms

It holds and will keep every licence, permit and registration required for its services, including any tourism licence from the Botswana Tourism Organisation and any concession, park or operating permits.
Its premises, vehicles, boats, aircraft and activities meet the safety standards required by law and good practice, with trained and properly qualified guides and staff.
It holds public liability insurance appropriate to its services and will show proof on request.
It owns, or has permission to use, every photo, video and text it uploads, and that content is truthful.
It complies with the laws of Botswana, including employment, tax, environmental, anti-corruption and data protection laws.

Licences and permits

Licences include, as relevant: a tourism enterprise licence from the Botswana Tourism Organisation (BTO); permits and concession agreements from the Department of Wildlife and National Parks (DWNP), community trusts or the Land Board; professional guide licences for every guide; air operator certificates for air operators; boat and vehicle licences and roadworthiness certificates; and food, liquor and health certificates.
Partners outside Botswana must hold the equivalent licences in their own country.
The Partner must tell Unearth immediately if any licence or permit is suspended, withdrawn, expires or is not renewed.

Insurance

The Partner must keep, with a reputable insurer, adequate public liability insurance covering death, injury, illness and damage to property of Guests and others arising from its Services, and any other insurance required by law (such as passenger liability for air and boat operators and motor insurance for vehicles).
Cover must be in place for every period in which the Partner accepts Bookings. The Partner will send Unearth a current certificate when it registers, on each renewal, and at any time Unearth reasonably asks.

4. Rates and Unearth's income

Published rate: guests are shown the Partner's normal published rate. The Partner will not offer Unearth guests a higher price than it publicly offers for the same service and dates.
Trade (STO) rate: the Partner gives Unearth a private trade rate. Unearth keeps the difference between the published rate and the trade rate. Alternatively, where agreed in writing, the Partner gives one price and Unearth earns an agreed commission.
Trade rates and commission are confidential between the Partner and Unearth and are never shown to guests.
Rate changes apply to new bookings only. Confirmed bookings are honoured at the confirmed rate.

No rate parity requirement

Unearth does not require rate parity. The Partner is free to set its own prices on its own website, with other agents and on other channels, including lower prices.
The Partner must, however, honour the trade or STO rates it has loaded in the Partner Hub or agreed in writing with Unearth for the period they cover, and must not charge an Unearth Guest more on site than the confirmed Booking states.
The Partner must give Unearth at least 60 days' notice of a change to its trade rates, except for special offers it chooses to make available. Unearth may continue to quote the old rate for Proposals already sent to Guests before the notice, if the Booking is confirmed within the validity of the Proposal.
Rates must state clearly what is included and what is not, and whether they include VAT, park fees, levies and other charges.

5. Booking requests and confirmed bookings

The Partner replies to every booking request in the Partner Hub within 24 hours, or 48 hours where agreed for remote properties.
Once confirmed, a booking is binding. If the Partner cannot provide a confirmed booking (for example through overbooking), it must arrange equivalent or better accommodation or services at its own cost and agree them with Unearth before telling the guest.
The Partner's cancellation terms shown in its listing apply to guest cancellations. The Partner may not change them for confirmed bookings.
The Partner treats Unearth guests with the same standard of service as any other guest and tells Unearth promptly about any incident, complaint, accident or change affecting a guest.

Availability

The Partner keeps its availability in the Partner Hub accurate and updates it promptly, and in any event within one working day of any change.
Provisional holds are held for the period agreed with Unearth. The Partner will not release a hold without first telling Unearth.
The Partner will send any information Guests need (such as arrival instructions, airstrip details, packing lists and indemnity forms) to Unearth in good time, and will not contact the Guest directly before arrival except through Unearth or with Unearth's agreement.

Cancellation or change by the Partner

If the Partner cancels a Booking or makes a significant change for a reason other than circumstances beyond its control (see section 17), it must:
- arrange equivalent or better accommodation or services at its own cost, agreed with Unearth; or, if that is not possible or the Guest does not accept it,
- refund in full everything Unearth has paid it for the Booking within 7 days, and
- compensate Unearth for its reasonable, documented additional costs, such as rebooking other services, extra transfers or flights, and any refund or compensation Unearth must pay the Guest because of the Partner's failure.
If the Partner moves a Guest to a sister property, it must first agree this with Unearth. Any price difference for a lower standard is refunded.
Where circumstances beyond the Partner's control prevent it from providing the Services, the Partner will offer alternatives and refund all amounts paid for Services not provided, less only costs it has actually incurred and cannot recover, which it will show to Unearth.

Guest cancellations and no-shows

Where a Guest cancels or does not arrive, the Partner may keep only the cancellation charges in its Listing at the date of Booking. It refunds the rest of any amount paid to it within 14 days of Unearth's request.

6. Guest safety and wildlife

The Partner is responsible for the safety of Guests while they are in its care, including on its premises, vehicles, boats and aircraft and during activities.
The Partner will give Guests a clear safety briefing on arrival and before each activity, including how to behave around wild animals, at night in camp, and in vehicles, boats and on foot.
Guides must hold the licences required by law for the activities they lead. Walking safaris must be led by suitably qualified and licensed guides, and any firearm carried must be lawfully licensed and carried by a person licensed to do so.
The Partner keeps first-aid equipment and trained staff at each property and on each activity, keeps working communications with an evacuation service, and has a written emergency and evacuation plan that it will share with Unearth on request.
The Partner checks that Guests meet the minimum age, fitness, weight and experience requirements for each activity, and may refuse a Guest who does not, telling Unearth at once.
Within 24 hours of any accident, injury, serious illness, death, evacuation, crime, serious complaint or dangerous wildlife incident involving a Guest, the Partner tells Unearth by phone and in writing and cooperates with any investigation.

Wildlife code

The Partner, its guides and staff will:

never bait, call in with sounds, feed or lure animals;
never touch, handle, chase or harass wild animals, and never allow Guests to touch predators or other dangerous animals, including captive predators or so-called "walking with lions" experiences;
keep a safe and respectful distance from all animals, especially at dens, nests, kills and water points, and leave if an animal shows signs of stress;
drive only on permitted roads and tracks and follow all park rules, including on off-road driving, night drives and vehicle numbers at a sighting;
not share the location of rhino or other high-risk species in a way that could put them at risk, including in photos and on social media; and
never be involved in the illegal trade in wildlife products.

7. Labour, community and environmental standards

The Partner complies with the Employment Act and other labour laws that apply to it, pays at least the legal minimum wage, provides safe working conditions, and does not use forced, bonded or child labour.
The Partner treats its staff, Guests and local communities with respect and without discrimination, and does not tolerate harassment.
The Partner respects the rights and customs of local communities, honours its agreements with community trusts, and encourages fair local employment and procurement.
The Partner manages waste, water, energy and fuel responsibly and in line with its environmental permits.

8. Payments to the Partner

Unearth collects payments from guests. The Partner will not ask Unearth guests to pay it directly for booked services, except for extras taken on site.
Unearth pays the Partner the trade rate, or the price less commission, for each booking, together with any cancellation charges collected for the Partner, on the payment schedule agreed with the Partner and shown in the Partner Hub. Unless agreed otherwise in writing, payment is made within 30 days after the guest's departure.
Payments are made to the bank account the Partner registers in the Partner Hub. Unearth will only change bank details after verifying the change directly with the Partner by phone.
The Partner is responsible for its own taxes, including VAT and levies on its services, and provides valid invoices where needed. Unearth may set off amounts the Partner owes Unearth, such as refunds due to guests because of the Partner's failure.

Invoices and taxes

The Partner sends a valid tax invoice for each Booking where required by law, showing its VAT number if it is registered with the Botswana Unified Revenue Service (BURS) or the tax authority in its country.
Unless stated otherwise, trade rates include all taxes and levies payable by the Partner. Each party is responsible for its own income tax.
If the law requires Unearth to deduct a withholding tax from a payment, Unearth will deduct it, pay it to the tax authority and give the Partner proof of payment.
Payments are made in the currency of the trade rate unless agreed otherwise. Each party bears its own bank charges.
If the Partner disputes a payment, it must tell Unearth within 60 days of the payment date. The parties will then resolve it in good faith.

Refunds and chargebacks

If a Guest is entitled to a refund because the Partner did not provide the Services as booked, or provided them to a standard materially below the Listing, the Partner bears the cost of that refund. If the Partner has already been paid, it repays the amount within 14 days of Unearth's written request, or Unearth may set it off against future payments.
If a Guest's card payment is charged back and the reason is the Partner's failure to provide the Services as booked, the Partner bears the amount charged back and the related fees.
If a chargeback arises from card fraud, a payment problem or anything else not caused by the Partner, Unearth bears it and the Partner keeps any payment already made for Services it provided.
Each party will give the other the information and evidence it reasonably needs to defend a chargeback or complaint.

9. Guest information and non-circumvention

The Partner uses guest information received from Unearth only to provide the booked services, keeps it secure, and complies with Botswana's Data Protection Act, 2024.
The Partner will not use Unearth guest details to market directly to those guests or to take future bookings away from Unearth for 24 months after their stay, unless the guest contacts the Partner independently.

Data protection

When the Partner receives Guest information from Unearth to provide its Services, the Partner is an independent controller of that information under the Data Protection Act, 2024 (Act No. 18 of 2024) or the law that applies to it. It is responsible for its own compliance, including for any staff and subcontractors.
The Partner keeps Guest information confidential and secure, uses health and dietary information only to care for the Guest, deletes passport and health information when no longer needed, and does not transfer it to anyone except as needed for the Services or required by law.
If the Partner ever processes personal information on Unearth's behalf and on its instructions (for example while operating a function of the Partner Hub for Unearth), it acts as Unearth's processor. It will then act only on Unearth's written instructions, keep the information confidential and secure, ensure its staff are bound by confidentiality, assist Unearth with requests from individuals and with breaches, delete or return the information at the end of the service, and allow Unearth to check its compliance on reasonable notice.
Each party tells the other without undue delay, and in any case within 48 hours, if it becomes aware of a security breach affecting Guest information shared under this agreement, and cooperates in dealing with it.
Unearth uses the personal information of the Partner's contact people as explained in its Privacy Policy.

Non-circumvention

For 24 months after a Guest's stay, or after a Proposal including the Partner was sent to a Guest, the Partner will not, directly or through anyone else, solicit that Guest, offer them a lower price to book directly, or invite them to cancel with Unearth and rebook with the Partner.
This does not stop the Partner from accepting a booking from a Guest who contacts it independently, without having been approached by the Partner, or from sending general marketing to people who have separately signed up to its own mailing list.
If the Partner breaks this clause, it will pay Unearth the trade margin or commission Unearth would have earned on the booking, without affecting Unearth's other rights.
During this agreement and for 12 months afterwards, neither party will actively recruit the other's employees who worked on the relationship, without the other's agreement. General job adverts are allowed.

10. Photos, content and reviews

The Partner gives Unearth a free, non-exclusive licence to use its name, logo, photos, video and descriptions to market the Partner and Unearth, during this agreement and for reasonable run-off afterwards.
Unearth may publish genuine guest reviews. The Partner may reply publicly. Unearth does not publish fake reviews and does not remove honest negative reviews, but may remove reviews that are abusive or unlawful.

Content licence

The licence covers the Unearth website, Proposals, newsletters, social media, printed material and advertising, in any language. It includes the right to crop, resize, compress, translate and caption content, and to allow Unearth's service providers to host and display it.
Unearth will credit photographers where the Partner gives a credit and it is practical. The Partner confirms that it has the rights needed to give this licence, including the agreement of any recognisable people shown.
"Reasonable run-off" means up to 6 months after the agreement ends for digital material, and until stocks run out for printed material already produced. Unearth will remove the Listing from its website within 10 working days after the agreement ends, except for Bookings still to be completed.
The Partner keeps ownership of its content. Unearth keeps ownership of its own website, software, brand, designs and any content it creates.

Use of the Unearth brand

The Partner may say that it is listed with Unearth and may use the Unearth name and logo for that purpose only, in the form Unearth supplies, and must stop when the agreement ends.
The Partner may not suggest that Unearth owns, manages or guarantees its Services, or use the Unearth brand in a misleading way or in search-engine advertising.

Reviews

The Partner will not write, buy or arrange fake reviews, pressure Guests to change reviews, or offer incentives for positive reviews.
The Partner may ask Unearth to review a review it believes is false, abusive or unlawful. Unearth decides whether to remove it, acting fairly.

11. Responsibility and indemnity

The Partner is solely responsible for its services, premises, vehicles, staff and guides, and for the safety of guests while in its care.
The Partner indemnifies Unearth against claims, losses and costs arising from the Partner's services, its acts or omissions, breach of this agreement, or content it supplies.
Unearth is responsible for its own acts and omissions. Neither party is liable to the other for indirect or consequential loss. Unearth's total liability to the Partner is limited to the amounts due to the Partner under this agreement in the previous 12 months, except for fraud or where the law does not allow a limit.

Indemnity by Unearth

Unearth indemnifies the Partner against claims, losses and reasonable costs arising from:

errors in the Unearth platform or by Unearth staff, such as Unearth showing a Guest the wrong dates, rates or inclusions where the Partner had loaded the correct information;
a security breach of Unearth's own systems; and
Unearth's failure to pay amounts properly due to the Partner, or content Unearth itself creates.

How indemnities work

A party seeking an indemnity must tell the other promptly about the claim, not admit liability without the other's agreement, allow the other to take part in or conduct the defence at its own cost, and take reasonable steps to reduce its loss.
The indemnities do not apply to the extent that the loss was caused by the party seeking the indemnity.

Limits on liability

Neither party is liable to the other for loss of profit, business, goodwill or opportunity, or for indirect or consequential loss.
The limit on Unearth's liability above, and the exclusions in this section, do not apply to fraud, to death or personal injury caused by negligence, to Unearth's obligation to pay the Partner for Services provided, or to anything the law does not allow to be limited.
The Partner's liability under its indemnity for claims by Guests, for breach of the wildlife code, for breach of confidentiality or data protection, and for breach of the non-circumvention clause is not limited by this section.

12. Confidentiality and conduct

Each party keeps the other's confidential information, including rates, commissions and guest data, confidential. Neither party will offer or accept bribes or improper payments.

Confidential information may be shared with a party's staff, advisers and service providers who need it and are bound by confidentiality, or where the law requires. This duty continues for 3 years after the agreement ends, and for Guest data, for as long as the data is held.
Neither party, nor anyone acting for it, will offer, give, ask for or accept any bribe, kickback, secret commission or other improper advantage, including to or from public officials, park staff, Guests' agents or the other party's staff. Each party complies with the Corruption and Economic Crime Act and other anti-corruption and anti-money-laundering laws that apply to it.
Gifts or hospitality between the parties' staff must be modest and open. Free stays offered to Unearth staff for familiarisation are welcome but must be arranged with Unearth management, not individual staff, and do not affect Unearth's vetting decisions.
Either party may end this agreement immediately if the other breaks this anti-bribery clause.

13. Term and ending the agreement

This agreement continues until either party ends it by 30 days' written notice.
Either party may end it immediately if the other seriously breaches it and does not fix the breach within 14 days of notice, or at once in the case of safety risks, fraud, loss of a required licence, or insolvency.
Confirmed bookings made before the end date are still honoured and paid under this agreement, unless Unearth ends it for a safety reason, in which case Unearth may move the guests and the Partner will refund any amounts already paid for affected stays.

Suspension

Instead of ending the agreement, Unearth may suspend a Listing or stop sending new Bookings while it investigates a serious complaint, safety incident, suspected breach, or expired licence or insurance. Unearth will tell the Partner why and will act promptly and fairly. Confirmed Bookings continue unless there is a safety risk to Guests.

After the agreement ends

Unearth removes the Listing and stops taking new Bookings for the Partner.
Each party pays the other everything due for Bookings completed, and any refunds due, within 30 days of the last Booking being completed.
The Partner deletes or returns Guest information it no longer needs, except where the law requires it to keep it.
Clauses that by their nature continue (including payments, non-circumvention, confidentiality, data protection, indemnities, limits on liability and disputes) continue after the agreement ends.

14. Law, disputes and changes

This agreement is governed by the laws of the Republic of Botswana. The parties will first try to settle any dispute by discussion, then by mediation, and otherwise in the courts of Botswana.
Unearth may update this agreement by giving 30 days' notice through the Partner Hub or by email. Continuing to accept bookings after that date means the Partner accepts the update. Confirmed bookings stay under the terms that applied when they were confirmed.
This agreement may be accepted electronically. Unearth records the version and date accepted.

How disputes are handled

The party with the concern sends written details to the other. Senior representatives of both parties will meet or speak within 14 days to try to settle it.
If it is not settled within 30 days of the notice, either party may refer it to mediation by a mediator the parties agree, or failing agreement, one appointed by a recognised mediation body in Botswana. Each party pays its own costs and half the mediator's fees.
If it is not settled within 60 days of the referral to mediation, either party may take it to the courts of Botswana, which have jurisdiction.

This does not stop either party from going to court at any time for urgent relief, or Unearth from recovering an unpaid amount that is not disputed.

If the Partner does not accept an update to this agreement, it may end the agreement by giving notice before the update takes effect. Unearth may make changes needed to comply with the law or for Guest safety with shorter notice.

15. Relationship of the parties

The parties are independent businesses. Nothing in this agreement creates a partnership, joint venture, franchise, agency or employment relationship between them, except that Unearth acts as the Partner's agent for the limited purpose of making Bookings and collecting payments from Guests for the Partner's Services.
Neither party may make promises or commitments on behalf of the other, except as set out in this agreement.
The Partner's staff and guides are not employees or agents of Unearth, and Unearth's staff are not employees or agents of the Partner.

16. Notices

Notices to Unearth are sent to info@unearthbotswana.co.bw. Notices to the Partner are sent to the email address registered in the Partner Hub, or through the Partner Hub.
A notice sent by email is treated as received on the working day it is sent, or the next working day if sent after 17:00 Botswana time. Urgent safety matters must also be made by phone to +267 73 776 447.
Each party keeps its contact details up to date.

17. Circumstances beyond a party's control

Neither party is liable for a failure or delay caused by events beyond its reasonable control, such as floods, drought or changing water levels, wildfire, extreme weather, disease outbreaks and public health measures, strikes by third parties, border, airport or park closures, government action, war or civil unrest.
The affected party must tell the other promptly and take reasonable steps to reduce the effect. Money paid for Services that are not provided must still be refunded, as set out in section 5.
If the event continues for more than 60 days, either party may end this agreement by written notice.

18. General

Entire agreement: this agreement, together with the information the Partner enters in the Partner Hub and any written terms agreed between the parties, is the entire agreement between them about its subject. Where a signed written side agreement conflicts with this agreement, the side agreement prevails for that point.
Assignment: the Partner may not transfer this agreement without Unearth's written agreement, which will not be unreasonably withheld, for example on a sale of the property. Unearth may transfer it to a company that takes over its business.
Severability: if any part of this agreement is found invalid, the rest remains in force.
No waiver: if a party does not enforce a right straight away, it can still enforce it later.
Language: this agreement is written in English. Any translation is for convenience only, and the English version prevails.

Questions about this document? Contact Unearth Botswana (Pty) Ltd at info@unearthbotswana.co.bw or +267 73 776 447.