Supplier Agreement

This Supplier Agreement is between HABACHA and any person or entity registering as a Supplier on the HABACHA platform. It supplements the general Terms of Service. In case of conflict, this agreement prevails for Supplier-specific matters.

1. Definitions

• "Supplier" — the registered company operating a fleet or asset inventory on HABACHA.
• "Lead" — a client request that HABACHA routes to the Supplier via the Supplier's contract link.
• "HB-Code" — the unique tracking code attached to each Lead.
• "Confirmed Lead" — a Lead the Supplier has marked as Booked in the HABACHA Supplier portal, or that HABACHA has otherwise verified as concluded.
• "Commission" — the fee owed by the Supplier to HABACHA for each Confirmed Lead.

2. Onboarding and approval

Suppliers register through the supplier registration page. Registration requires: company name, contact email, password, division, website URL, and a unique contract link. HABACHA reviews each application manually. HABACHA reserves the right to reject any application without stating a reason. Approval does not guarantee any volume of Leads.

3. The contract link

The contract link is the URL on the Supplier's website where a Client can complete a booking. When HABACHA routes a Lead, the HB-Code is appended to this URL. Example: https://supplier.com/book?ref=HB-8F3K9A2B7X. The Supplier must ensure the link is valid, secure, and functional at all times. HABACHA is not responsible for broken links or technical errors on the Supplier's website.

3.1 Operational Locations on HABACHA

Suppliers must list their 3 to 5 main operating cities where they actively serve HABACHA clients. This enables the platform's location filter and ensures clients can find suppliers active in their region. For the supplier's full network of locations, the supplier must link to their own website in the profile section. HABACHA is not a directory of all supplier locations; it is a matchmaking layer that requires accurate, current, and manageable location data.

4. Eerlijkheidsplicht — volledige en juiste informatie

Specifically, the Supplier must disclose:

• Its full legal entity name and Chamber of Commerce (KvK) registration number.
• Its VAT number, if applicable.
• All licenses and permits required to operate the assets it offers.
• The existence and scope of its insurance coverage.
• Any suspension, revocation, or restriction on its operations.
• Any claim, lawsuit, or regulatory action that could affect the assets offered through HABACHA.

5. Verbod op scam en misleiding van huurders

If HABACHA receives credible evidence of such conduct, HABACHA may, at its sole discretion:

• Suspend the Supplier's portal access immediately and without notice.
• Terminate this agreement.
• Report the Supplier to the competent authorities.
• Disclose the Supplier's identity to affected clients.
• Pursue recovery of any damages HABACHA incurs as a result.

6. Verbod op bypass — klanten niet buiten HABACHA om leiden

This prohibition applies during the referral and for a period of 24 months after the referral. If the Supplier completes, negotiates, or facilitates a transaction with a HABACHA-referred client outside the platform, the Commission remains fully payable as if the transaction had been booked through HABACHA, plus an administrative penalty of €1,000 per incident.

HABACHA monitors compliance through the HB-Code, through client follow-ups, and through any other lawful means necessary to protect its rights.

7. Commission structure

Division	Commission	Founding Discount (first 12 months)
Cars & Vans	8%	4%
Commercial Freight	10%	5%
Boats & Yachts	15%	7.5%
Helicopters & Aircraft	15%	7.5%
Stays & Real Estate	12%	6%
Construction Machinery	12%	6%
Campers & RVs	10%	5%
Event & AV Equipment	15%	7.5%

8. Founding Supplier discount

Suppliers approved during HABACHA's founding phase pay 50% of the applicable Commission for the first 12 months from the date of approval. After 12 months, the standard rate applies. The discount is personal to the Supplier, cannot be transferred, and cannot be combined with any other promotional offer. If the Supplier breaches this agreement, the discount is immediately revoked and HABACHA may invoice the difference retroactively.

9. Reporting and invoicing

The Supplier reports each Confirmed Lead in the supplier portal by clicking "Mark as Booked" and entering the final transaction value. HABACHA issues a consolidated invoice at the end of each calendar month based on the Confirmed Leads reported during that month. Payment is due within 14 days of the invoice date.

If the Supplier fails to report a Confirmed Lead, or reports an inaccurate transaction value, HABACHA may invoice the Commission based on its own records (including the average value of comparable bookings) plus an administrative penalty of €500 per unreported or inaccurately reported Lead.

10. Service level obligations

• Acknowledge each Lead within 48 hours, either by contacting the client or by updating the status in the portal.
• Mark Leads as Booked within 7 days of the booking being confirmed.
• Report transaction values accurately.

Repeated failure to meet these obligations (3 or more violations in a 90-day period) may result in suspension or termination.

11. Insurance and compliance

The Supplier must maintain all licenses, permits, and insurance required by the laws of its jurisdiction. This includes, where applicable, motor insurance, marine insurance, aviation insurance, and public liability insurance. HABACHA does not provide insurance for the Supplier's assets or operations. The Supplier indemnifies HABACHA against any claim arising from uninsured or underinsured operations.

12. Independence of the parties

HABACHA and the Supplier are independent parties. Nothing in this agreement creates an employment relationship, a partnership, a joint venture, or an agency relationship. The Supplier is not authorised to make commitments on behalf of HABACHA.

13. Confidentiality

Both parties agree to keep confidential any non-public information they receive from the other, including HB-Codes, transaction values, and Client contact details. Confidentiality obligations survive termination for 2 years.

14. Indemnification

The Supplier agrees to indemnify HABACHA against any claim, damage, or cost (including reasonable legal fees) arising from:

• The Supplier's failure to perform a booked rental or lease.
• Any injury, loss, or damage caused by the Supplier's assets or personnel.
• Any breach by the Supplier of applicable law, licensing requirements, this agreement, or the Terms of Service.
• Any misrepresentation made by the Supplier to HABACHA or to a client.

15. Termination

Either party may terminate this agreement at any time by written notice. HABACHA may terminate immediately and without notice if the Supplier:

• Breaches any provision of this agreement.
• Fails to pay an invoice.
• Engages in conduct that harms HABACHA, its clients, or the platform's reputation.
• Becomes insolvent or is subject to bankruptcy proceedings.

On termination:

• The Supplier's portal access is revoked immediately.
• All outstanding Commission remains payable in full.
• The bypass prohibition (article 6) continues for the full 24-month period.
• Confidentiality obligations survive.

16. Governing law and jurisdiction

This agreement is governed by the laws of the Netherlands. Disputes will be submitted exclusively to the competent court in Amsterdam, the Netherlands, unless mandatory law provides otherwise.

17. Entire agreement

This agreement, together with the Terms of Service and the Privacy Policy, constitutes the entire agreement between the parties regarding its subject matter. It supersedes all prior negotiations, representations, and understandings, whether written or oral.