Guesthouse Partner Agreement

1. Definitions

In this Agreement, unless the context requires otherwise:

• "Staya" means the hospitality management and booking platform operated by Bartholos Pty Ltd, including the mobile application and web application at staya.co.za.
• "Platform" means all software, systems, interfaces, and services comprising Staya.
• "Partner" or "Property Partner" means the guesthouse owner or operator entering into this Agreement.
• "Property" means the accommodation establishment owned or operated by the Partner and listed on the Platform.
• "Guest" means any individual who makes or holds a booking at the Property through the Platform.
• "Booking" means a confirmed reservation made by a Guest through the Platform for accommodation at the Property.
• "Commission" means the percentage fee charged by Staya on each completed Booking.
• "Monthly Fee" means the fixed monthly subscription fee payable by the Partner for access to the Platform.
• "Beta Period" means the period during which the Platform is made available to early Partners at reduced or waived fees as determined by Staya.
• "Setup Fee" means any once-off fee charged for onboarding, configuration, or additional services as set out in Schedule A.

2. Nature of the Agreement

This Agreement governs the terms under which Bartholos Pty Ltd grants the Partner access to the Staya platform to list, manage, and receive bookings for their Property.

3. Onboarding & Setup

3.1 Setup Process

Upon execution of this Agreement, Bartholos Pty Ltd will configure the Partner's property on the Staya platform. This includes:

• Creating the property profile on the Platform
• Setting up rooms, pricing, and availability
• Uploading property photos and descriptions provided by the Partner
• Configuring the Partner's Yoco payment credentials
• Testing the booking and payment flow before go-live
• Training the Partner's designated staff on the Staya admin panel

3.2 Partner Obligations During Onboarding

The Partner agrees to provide Bartholos Pty Ltd with all information and materials required for setup within 14 days of signing this Agreement, including:

• Property name, address, and registration details
• High-resolution photos of all rooms and common areas
• Room descriptions, pricing, and availability
• House rules, check-in/check-out times, and cancellation policy
• Their Yoco API credentials (from their own independently registered Yoco account)
• Designated contact details for the admin account

3.3 Yoco Account

The Partner is solely responsible for registering and maintaining their own Yoco merchant account. Bartholos Pty Ltd cannot open, manage, or operate a Yoco account on the Partner's behalf. All guest payments flow directly into the Partner's Yoco account. Staya does not hold, process, or have access to the Partner's funds at any time.

4. Platform Access & Features

Upon activation, the Partner will have access to the following Staya platform features:

• Property and room management dashboard
• Booking management and calendar view
• Guest messaging and the Cara AI assistant
• Staff management (housekeeping, maintenance, security roles)
• Push notification system for staff and guests
• Document and invoice management
• Financial reporting and booking history
• Guest profile management

Staya reserves the right to add, modify, or discontinue features with reasonable notice to Partners. New features may be subject to additional fees where applicable.

5. Fees & Payment Terms

The following pricing applies during the Beta Period. Beta pricing is offered to early Partners in recognition of their support during the platform's development phase.

5.1 Post-Beta Pricing

Fee	Amount	Frequency
Monthly Platform Fee	R299 excl. VAT	Monthly invoice, EFT payment
Commission on Bookings	3% of gross booking value	Monthly invoice, EFT payment

All fees are invoiced in South African Rand (ZAR) and are subject to VAT where applicable. Staya reserves the right to adjust pricing with 60 days' written notice to the Partner.

5.2 Commission Invoicing

Commission is calculated on all bookings where the guest's stay was completed during the invoice month. Cancelled bookings that resulted in a full refund are excluded from commission calculations. Staya will provide the Partner with a monthly commission statement detailing all bookings, booking values, and commission amounts due.

Commission invoices are issued on the 1st of each month for the preceding month and are payable within 7 days of issue via EFT to Bartholos Pty Ltd's nominated bank account.

5.3 Monthly Fee Invoicing

The monthly platform fee will be invoiced on the 1st of each month and is payable within 7 days of issue via EFT to Bartholos Pty Ltd's nominated bank account.

5.4 Late Payment

If payment is not received within 7 days of the invoice due date, Staya will issue a written reminder. If payment remains outstanding after a further 7 days (14 days total from invoice due date), Staya reserves the right to suspend the Partner's access to the Platform until all outstanding amounts are settled. Suspended access means guests will be unable to make new bookings through the Platform. Existing confirmed bookings will not be affected during a suspension period.

6. Setup & Additional Services

The following additional services are available at quoted rates. All setup services require a written quote accepted by the Partner before work commences.

Service	Cost	Notes
Basic property setup (rooms, photos, config)	Included during Beta	Standard onboarding at no charge
Domain registration	Cost price + R150 admin fee	Domain registered in Partner's name
Landing page build	Quoted per project	Simple branded page for the property
Full website build	Quoted per project	Scope agreed in writing before commencement
Website maintenance	Quoted monthly retainer	Optional ongoing service
Additional staff training	R500 per session	Remote session via video call

All additional service fees are invoiced separately and are due within 14 days of invoice. Staya retains ownership of all work product until full payment is received.

7. Booking & Payment Processing

All guest bookings made through the Staya platform are processed as follows:

• The guest completes payment through the Partner's Yoco checkout integration on the Staya platform
• Payment is deposited directly into the Partner's Yoco account
• Staya generates a booking confirmation and unique booking code for the guest
• The Partner's admin panel is updated in real time with the new booking
• Bartholos Pty Ltd does not hold, receive, or have access to guest payments at any point

The Partner is responsible for ensuring their Yoco account remains active, verified, and in good standing. If a Partner's Yoco account is suspended or deactivated, bookings through the Platform will cease until the account is reinstated.

8. Refunds & Cancellations

The Partner agrees to honour the cancellation and refund policy displayed to guests at the time of booking, which shall be consistent with Staya's platform-wide Cancellation & Refund Policy unless a stricter property-specific policy has been agreed with Staya in writing.

• The Partner is solely responsible for processing guest refunds through their own Yoco account
• Staya will notify the Partner of eligible refund requests and expects acknowledgement within 2 business days
• The Partner must process eligible refunds within 5 business days of Staya's notification
• The Partner must notify Staya once a refund has been processed so that the booking status can be updated in the app
• Commission is not payable on bookings that result in a full refund
• Staya reserves the right to suspend a Partner's listing if refund requests are repeatedly ignored or delayed

9. Partner Responsibilities

The Partner agrees to:

• Ensure all property information, room descriptions, photos, and pricing on the Platform are accurate and up to date
• Honour all confirmed bookings made through the Platform
• Maintain their property to the standard represented on the Platform
• Comply with all applicable South African laws including tourism regulations, health and safety requirements, and POPIA
• Hold all required licences and permits for operating accommodation
• Register and maintain their own Yoco merchant account in good standing
• Process eligible refunds timeously as required under Section 8
• Not use the Staya platform for any unlawful, deceptive, or fraudulent purpose
• Notify Staya promptly of any changes to their property, pricing, availability, or contact details
• Treat guests with dignity and respect and ensure their staff do the same
• Respond to guest messages and escalations through the Platform within a reasonable time
• Pay all invoices issued by Staya within the agreed payment terms

10. Staya's Responsibilities

Bartholos Pty Ltd agrees to:

• Configure and maintain the Partner's property listing on the Platform
• Provide access to all platform features as set out in Section 4
• Process booking confirmations and communicate with guests on behalf of the Platform
• Provide reasonable technical support for platform-related issues
• Forward guest cancellation requests and refund notifications to the Partner promptly
• Update booking statuses in the app upon confirmation from the Partner
• Provide monthly commission statements in a timely manner
• Give reasonable notice of any platform changes, fee adjustments, or policy updates
• Maintain the confidentiality of the Partner's business information
• Use commercially reasonable efforts to keep the Platform secure and operational

Staya does not guarantee uninterrupted platform availability and shall not be liable for downtime caused by factors outside its reasonable control.

11. Data & Privacy

Both parties agree to comply with the Protection of Personal Information Act (POPIA) in respect of all personal information processed in connection with this Agreement.

• Staya collects and processes guest personal information as the Responsible Party under POPIA for platform-level data
• The Partner is the Responsible Party for personal information collected directly by their property operations
• Guest data shared with the Partner through the Platform (name, contact details, booking details) may only be used for managing the guest's stay and may not be used for any marketing or third-party purpose without the guest's explicit consent
• The Partner may not extract, export, or retain guest data from the Platform beyond what is necessary for legitimate operational purposes
• Upon termination of this Agreement, the Partner must cease use of any guest data obtained through the Platform
• The Partner agrees to implement reasonable security measures to protect guest data accessed through the Platform

12. Intellectual Property

All intellectual property in the Staya platform — including the software, design, trademarks, the Staya name, the Cara assistant, and all platform content created by Bartholos Pty Ltd — remains the exclusive property of Bartholos Pty Ltd.

The Partner grants Staya a non-exclusive licence to use the Partner's property name, photos, descriptions, and branding materials solely for the purpose of displaying and promoting the Property on the Platform.

The Partner warrants that they own or have the right to use all content they provide to Staya for display on the Platform, and that such content does not infringe any third party's intellectual property rights.

13. Confidentiality

Each party agrees to keep confidential any non-public business information disclosed by the other party in connection with this Agreement, including but not limited to pricing structures, technical systems, business strategies, and guest data.

Neither party may disclose the other's confidential information to any third party without prior written consent, except where required by law or court order. This confidentiality obligation survives termination of this Agreement for a period of 2 years.

14. Suspension & Termination

14.1 Termination by Either Party

Either party may terminate this Agreement by providing 30 days' written notice to the other party. Notice must be given via email to the addresses specified in this Agreement.

14.2 Immediate Termination by Staya

Staya may terminate this Agreement immediately and without notice if the Partner:

• Engages in fraudulent, deceptive, or illegal conduct
• Causes harm to guests, including physical harm, discrimination, or harassment
• Repeatedly fails to honour confirmed bookings without reasonable cause
• Repeatedly fails to process eligible refunds despite notification
• Allows their Yoco account to lapse or be suspended without rectification
• Breaches any material term of this Agreement and fails to remedy the breach within 7 days of written notice

14.3 Effect of Termination

• Upon termination, the Partner's access to the Platform will be deactivated
• All confirmed bookings at the time of termination must be honoured by the Partner
• All outstanding invoices become immediately due and payable
• The Partner must settle any outstanding commission within 14 days of termination
• Staya will remove the Partner's property listing from the Platform within 7 days of the termination effective date
• Guest data will be handled in accordance with Staya's data retention policy

14.4 Suspension

Staya may suspend the Partner's access to the Platform (without terminating this Agreement) in the circumstances described in Section 5.4 (late payment) or where a serious complaint or investigation is pending. Staya will notify the Partner in writing of any suspension and its reason.

15. Liability & Indemnity

15.1 Limitation of Staya's Liability

To the maximum extent permitted by law, Staya's total liability to the Partner under this Agreement shall not exceed the total fees paid by the Partner to Staya in the 3 months preceding the event giving rise to the claim. Staya is not liable for any indirect, consequential, or loss of profit claims.

15.2 Partner Indemnity

The Partner indemnifies and holds harmless Bartholos Pty Ltd and its directors, employees, and agents against any claims, losses, damages, or expenses (including legal costs) arising from:

• The Partner's operation of their property
• Any injury, loss, or damage suffered by a guest at the Partner's property
• The Partner's breach of this Agreement
• The Partner's failure to comply with applicable law
• Any content provided by the Partner that infringes a third party's rights

15.3 Staya Indemnity

Staya indemnifies the Partner against claims arising directly from Staya's gross negligence or wilful misconduct in operating the Platform.

16. Dispute Resolution

In the event of a dispute between the parties arising from this Agreement, the parties agree to:

1. Negotiation — The parties will attempt to resolve the dispute by good faith negotiation within 14 days of written notice of the dispute.
2. Mediation — If negotiation fails, the dispute will be referred to mediation under the rules of the Arbitration Foundation of Southern Africa (AFSA).
3. Litigation — If mediation fails, either party may refer the dispute to the South African courts.

Neither party may initiate legal proceedings without first attempting negotiation and mediation as set out above, except where urgent interim relief is required.

17. General Provisions

• Entire agreement — This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, representations, and agreements.
• Amendments — Any amendments to this Agreement must be in writing and signed by both parties.
• Severability — If any provision of this Agreement is found to be unenforceable, the remaining provisions continue in full force.
• Waiver — Failure to enforce any provision of this Agreement does not constitute a waiver of that provision.
• Assignment — The Partner may not assign their rights or obligations under this Agreement without Staya's prior written consent. Staya may assign this Agreement in connection with a business sale or restructure.
• Force majeure — Neither party is liable for failure to perform obligations due to circumstances beyond their reasonable control, including natural disasters, government action, or infrastructure failure.
• Governing law — This Agreement is governed by the laws of the Republic of South Africa. Any disputes are subject to the jurisdiction of the South African courts.
• Notices — All formal notices under this Agreement must be in writing and sent by email to the addresses specified below. Notices are deemed received on the next business day after sending.

18. Signatures

By signing below, both parties confirm they have read, understood, and agree to be bound by the terms of this Guesthouse Partner Agreement.