E-commerce Platform Service Contract Template

Last updated: 10/10/2026

SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness

E-COMMERCE PLATFORM SERVICE CONTRACT

(Agreement between the Seller and the Operator of the huongdanviendulich.vn platform)

Contract template publicly announced on the huongdanviendulich.vn platform. The contract is executed electronically when the Seller checks the agreement box during the account registration step and takes effect once the platform approves the profile; Party B's information is retrieved based on the profile registered and verified on the platform.

No.: ......../HĐDVNT-DGROUP

Today, date ...... month ...... year ......, in Ho Chi Minh City, we consist of:

PARTY A – PLATFORM OPERATOR

DGROUP TECHNOLOGY COMPANY LIMITED
Enterprise code	0318884022
Head office address	152 – 154 Vo Van Kiet, Ben Thanh Ward, Ho Chi Minh City
Legal representative	Ms. Pham Thi Hoang Uyen — Title: Director
Phone	0335 286 405
Email	support@huongdanviendulich.vn
User support channel	support@huongdanviendulich.vn — Hotline 0335 286 405
Operating platform	https://huongdanviendulich.vn
Registration confirmation number with the Ministry of Industry and Trade	.............................
Bank account	.............................

PARTY B – SELLER

☐ Organization ☐ Individual

Organization name / Full name	.............................
Enterprise code / Tax identification number / Personal identity document number	.............................
Address	.............................
Legal representative	............................. — Title: ................
Phone	.............................
Email	.............................
Beneficiary bank account	Account No.: .................. — Account Holder: .................. — Bank: ..................

Licenses, professional practice certificates for conditional business investment lines:

Document type	Number	Date of issue	Issuing authority	Valid until
Travel service business license (domestic/international)
Tour guide card
Other documents

Both Parties agree to enter into this Contract with the following terms:

Article 1. Definitions

Platform means the intermediary e-commerce platform at https://huongdanviendulich.vn and related applications owned and operated by Party A.
Platform Services mean the e-commerce intermediary services provided by Party A, including technical infrastructure, tools for posting, searching, booking, electronic contract execution, receiving payments under Party B's collection authorization, and complaint resolution support.
Collection on Behalf under Authorization means Party A, under Party B's authorization in Article 7 of this Contract, receiving service payments from Buyers and remitting them to Party B after deducting platform service fees and legitimate deductions. The collected amount belongs to Party B and does not constitute revenue of Party A.
Dedicated Account means Party A's payment account opened at a bank, used exclusively to receive and hold money collected on behalf of Buyers, separate from Party A's business operating accounts.
Buyer means an organization or individual booking and using services provided by Party B through the Platform.
Order means a service booking transaction established between the Buyer and Party B through the Platform's automated information system.
Successful Order means an order that has been paid for by the Buyer, Party B has provided the service, and the complaint period specified in Article 8 has expired without any complaints arising, or any complaint has been completely resolved.
Operating Regulations mean the Operating Regulations of the Platform publicly announced by Party A, which form an integral part of this Contract.

Article 2. Subject Matter and Scope of the Contract

Party A provides Platform Services for Party B to post, offer for sale, and enter into contracts to provide tourism services with Buyers.
Party A is an intermediary service provider and is not a seller of tourism services. The tourism service provision contract is established directly between Party B and the Buyer. Party A does not create, sell, or organize tour programs; Party A is not an agent, branch, representative office, or joint venture partner of Party B.
The scope of services Party B is permitted to post for sale on the Platform is limited to the scope permitted by the licenses and professional practice certificates specified in Party B's information section.
This Contract applies to all orders arising between Party B and Buyers through the Platform from its effective date.

Article 3. Conditions of Participation and Seller Verification

Prior to being granted selling privileges, Party B must provide full and accurate: identification information; valid enterprise registration certificate or personal identification documents; licenses and professional practice certificates for conditional business investment lines; and beneficiary bank account details in Party B's own name.
Party A verifies the legality and validity of dossiers, cross-checks them with published data from competent state management agencies, and has the right to reject dossiers that fail to meet requirements.
Party B is obligated to update its information within 05 working days from the date of any change regarding identification details, legal representative, licenses, certificates, or beneficiary accounts.
When Party B's licenses or certificates expire, are revoked, or are suspended, related products will be automatically hidden from the Platform until Party B supplements valid documentation.
Party B confirms having fully read and accepted the Operating Regulations, Personal Data Protection Policy, List of Prohibited Services, and Warning Table of Prohibited Acts on the Platform.

Article 4. Rights and Obligations of Party A

4.1. Rights of Party A

Review, suspend, or terminate Party B's Seller status in accordance with Article 9 of this Contract.
Pre-screen prior to display, request edits to, hide, or remove service information that fails to comply with legal regulations, the Operating Regulations, or the scope of Party B's license.
Collect platform service fees pursuant to Article 6; hold, deduct, and refund payments pursuant to Article 7 and Article 8.
Amend the Operating Regulations, policies, and fee schedules with prior notice pursuant to Clause 4.2.g.
Provide information and data regarding Party B and orders to competent state agencies upon lawful request.

4.2. Obligations of Party A

Provide and maintain the stable operation of the Platform Services; publicly notify scheduled interruptions.
Publicly disclose in full on the Platform all contents stipulated in Chapter II of Decree No. 248/2026/ND-CP, including managing entity information, operating regulations, personal data protection policy, fee schedules, cancellation and refund policies, complaint resolution mechanisms, and criteria for ranking and displaying search results.
Operate an automated screening, warning, and removal system for violating content, as well as an online system for receiving and resolving feedback, requests, and complaints.
Archive posted service information for a minimum of 01 year from the posting date and concluded electronic contracts for 03 years from the date of execution; provide data extracts to Party B upon legitimate request.
Ensure information security of the system at minimum level 3 in accordance with the law; maintain confidentiality of information belonging to Party B and Buyers, using and sharing it solely within the disclosed scope or upon lawful requests from state agencies.
Collect, hold, and disburse payments on schedule pursuant to Article 7; perform transparent reconciliation and provide statement sheets to Party B.
Notify Party B at least 20 days in advance regarding changes to fee rates or calculation methods, and at least 07 days in advance regarding other amendments to the Operating Regulations, except where immediate adjustments are mandated by competent state agencies. If Party B disagrees with fee changes, Party B has the right to terminate the Contract under Article 9 without incurring penalties.
Refrain from arbitrarily utilizing Party B's trademarks, images, and content outside the scope of displaying and promoting Party B's services on the Platform and its media channels.

Article 5. Rights and Obligations of Party B

5.1. Rights of Party B

Utilize Platform tools to post, manage products and orders, and communicate with Buyers.
Receive payments pursuant to Article 7 after deducting platform service fees and legitimate deductions.
Look up reconciliation statements, order history, and complaint dossiers related to itself.
File complaints against Party A's decisions on moderation, violation handling, or complaint resolution outcomes pursuant to Article 8.

5.2. Obligations of Party B (ensuring Seller responsibilities under Article 21 of the Law on Electronic Commerce)

Provide complete, accurate, and truthful information regarding itself and its services: service name, description and itinerary, pricing and price structure including taxes and fees, inclusions and exclusions, minimum group size, health and safety requirements, and cancellation, modification, and refund policies.
Offer services strictly within the scope of valid business licenses and practice certificates; refrain from posting services on the Platform's prohibited list or banned by law.
Deliver services fully and accurately as published, listed, advertised, introduced, and committed to on the Platform; ensure the safety of Buyers throughout their service utilization.
Confirm or reject orders within the timeframe stipulated in the Operating Regulations; refrain from unilaterally canceling confirmed orders without legitimate justification.
Refrain from conducting off-Platform transactions to circumvent service fees, bypass Buyer protection mechanisms, or evade responsibilities under this Contract; refrain from soliciting Buyers off the Platform for orders initiated on the Platform.
Ensure lawful rights to all posted images, content, and trademarks; assume liability for any third-party intellectual property infringement claims.
Maintain confidentiality of Buyers' personal data transferred by the Platform, use it solely for order fulfillment purposes, refrain from transferring it to third parties without lawful basis, and delete or cease using it once the purpose has expired.
Issue invoices and vouchers, and fulfill full tax declaration and payment obligations on its revenue; if Party B is an individual or household business, cooperate to provide information enabling Party A to withhold, declare, and remit taxes on its behalf under tax administration laws; if Party B is an organization, fulfill its own tax declaration and payment obligations.
Cooperate in resolving Buyer feedback and complaints, and provide explanations upon Party A's request within the time limits set forth in Article 8.
Comply with applicable laws governing tourism, transportation, consumer rights protection, advertising, pricing, personal data protection, and other relevant legal provisions.

5.3. Prohibited Acts for Party B

Posting misleading information regarding prices, quality, and service itineraries; impersonating other organizations or individuals; using another person's account or allowing others to use one's own account; creating fake orders, fraudulent reviews, or manipulating display rankings; unlawfully collecting data of Buyers or the Platform; attacking, scanning, or unlawfully interfering with the Platform's system; and other acts prohibited by the Operating Regulations and applicable laws.

Article 6. Platform Service Fees and Deposit

Registering, opening, and maintaining a Seller account is free of charge. Party A does not charge any fees to Buyers.

Platform service fee schedule:

Transaction Type	Fee Rate	Applicable Subject
Tour Guide Hiring	50,000 VND/transaction (fixed fee)	Tour Guides
Tour Booking	5% of tour value	Travel Partners or Tour Guides posting self-hosted tours

(Fee rate specifically applicable to Party B, if different from the standard fee schedule: ................)

Service performance security deposit (applicable to Tour Guides): 500,000 VND, paid upon order confirmation to receive detailed contact information of the Buyer. This is not a fee; the deposit will be fully refunded together with the disbursement payout once the service is completed, and is forfeited only when Party B cancels a confirmed service due to its own fault pursuant to Clause 5, Article 8.
The platform service fee is a fee for using e-commerce intermediary services, not an agency commission, and does not establish Party A as a seller of tourism services.
The fee is directly deducted from the disbursed amount to Party B during the corresponding reconciliation cycle. Party A only issues a value-added tax (VAT) invoice for the fee collected, not for the total service value; the tourism service invoice is issued by Party B to the Buyer.
Orders cancelled prior to service provision and fully refunded to the Buyer will incur no platform service fee. In the case of a partial refund for tour booking services, the 5% fee is calculated on the amount retained by Party B pursuant to the cancellation policy, not on the total tour value. For tour guide hiring services, the fixed fee of 50,000 VND does not apply to cancelled orders, even if the Buyer receives only a partial refund. Affiliate marketing commissions do not apply to cancelled orders.
In the event a transaction arises via an Affiliate Marketer's referral link/code, the affiliate commission is payable by Party B in accordance with the agreement published on the Platform and is deducted during the same reconciliation cycle.
Other paid value-added services (if any) apply only when Party B subscribes to use them and are announced separately.

Article 7. Authorization for Collection on Behalf, Escrow, Reconciliation, and Disbursement

7.1. Authorization for Collection on Behalf

Party B authorizes Party A to collect on its behalf the entire amount payable by Buyers for Party B's services booked through the Platform, and to disburse it to Party B in accordance with this Article. This authorization remains effective throughout the term of this Contract and until the completion of disbursement for orders placed prior to the termination date.
Party A is entitled to engage payment intermediary service providers licensed by the State Bank of Vietnam to carry out collections and payouts under the authorization specified in Clause 1 of this Article. Doing so shall neither alter the scope of authorization nor diminish Party A's responsibility to Party B regarding the collected funds.
A Buyer's payment to Party A shall be deemed completion of the payment obligation toward Party B as of the moment Party A confirms the transaction as successful.
Funds collected on behalf belong to Party B and do not constitute revenue of Party A. Party A's revenue consists solely of the platform service fee specified in Article 6. Party A accounts for the collected funds as payables to sellers and does not record them as revenue.
Scope of Authorization: The authorization specified in Clause 1 of this Article is strictly limited to receiving and paying out service funds. Party A shall not, in the name of Party B, enter into, amend, supplement, suspend, or terminate tourism service supply contracts with Buyers; nor set prices, content, itineraries, or service terms on behalf of Party B; nor represent Party B in dealings with third parties. The tourism service supply contract is formed directly between Party B and the Buyer pursuant to Article 2 of this Contract; authorization for collection on behalf shall not establish any agency, commercial representation, or consignment relationship between the two Parties.
Party A does not provide payment intermediary services to third parties; collection and payout services under this Article are performed strictly within the scope of orders placed on the Platform and under the authorization of Party B itself.

7.2. Custody of Funds

Buyers pay 100% of the order value via bank transfer into Party A's Designated Dedicated Account. In the event Party A deploys online payment capabilities, Party A shall only cooperate with payment intermediary service providers licensed by the State Bank of Vietnam, and the payment funds will then be held in the payment guarantee account of such provider; Party A shall notify Party B prior to implementation.
The funds mentioned in Clause 7 shall be held in escrow and tracked separately per order on the system, segregated from Party A's business revenue and assets, until conditions for disbursement are met.

7.3. Order Confirmation, Reconciliation, and Disbursement

Order Confirmation: Party B must confirm or reject an order within 24 hours of receiving notification. If no response is made within this timeframe, the system will automatically treat the order as rejected, cancel the order, and issue a 100% refund to the Buyer immediately or within a maximum of 24 hours.
Disbursement conditions: The service has been provided and the Buyer has confirmed completion (or 24 hours have elapsed without a response, and the system automatically records completion), and the 05-working-day complaint period has expired without any complaints arising, or complaints have been completely resolved.
Payment timeline: Party A shall transfer the disbursed amount—including the refunded deposit—to Party B's registered bank account within 02 working days from the date the complaint period expires. The actual crediting time may take 03 – 07 working days depending on the payment method.
Disbursement in installments: For services of high value or long execution periods, the two Parties may agree on milestone-based disbursement. Disbursement ratio and milestones: ..............................................................
Reconciliation period (the period for sending statements, not the payment cycle—disbursement for each order is performed according to Clause 11 of this Article): ☒ Weekly ☐ Twice a month ☐ Monthly — specifically: ........................ (if not marked, the weekly cycle applies in accordance with the Operating Regulations). Party A sends the reconciliation statement to Party B's account. Party B has 03 working days to respond; past this deadline, the statement is deemed confirmed.
Deductions: Party A is entitled to deduct from the amount payable to Party B: platform service fees; affiliate marketing commissions (if any); refund amounts to the Buyer according to complaint resolution results; compensation and violation penalties under this Contract; and taxes required to be withheld and paid on Party B's behalf in accordance with the law. In the event that the withheld amount and deposit are insufficient, Party B must reimburse the shortfall within 07 working days of receiving notice.
Suspension of disbursement: Party A is entitled to suspend disbursement for orders that are subject to complaints, show signs of fraud, or upon request of competent state authorities, and must notify Party B of the reason.
Invoices: Party A issues a value-added tax invoice for the platform service fee; Party B issues invoices and documents to the Buyer for the tourism services provided.
All collection – holding – reconciliation – disbursement – refund transactions are logged on the system and can be reviewed by both Parties.

Article 8. Handling Feedback, Complaints, Service Cancellations, and Services Not Meeting Commitments

Complaint deadline: The Buyer has the right to submit feedback and complaints within 05 working days from when the service is recorded as completed, accompanied by the booking code, detailed description, and evidence.
Receipt: Party A receives feedback online 24/7 via the form on the Platform, email support@huongdanviendulich.vn, and hotline 0335 286 405; issues a tracking code and confirms receipt within 24 hours.
Explanation: Party B must provide an explanation and submit evidence within 02 working days of receiving the request. Past the deadline without a response, Party A will resolve the matter based on existing documentation.
Processing time: Party A issues results within 03 – 07 working days depending on the complexity, from the date of receiving complete documentation; complex cases may be extended, but the reason and new deadline must be notified.
Cancellation policy: Both Parties apply the Cancellation and Refund Policy published on the Platform. Tour guides are required to comply with the Platform's default policy and may not apply separate policies. Travel partners may set up their own cancellation policies for each tour program, but they must not be more lenient than the default policy. In the event that Party B cancels a confirmed service due to its own fault: The Buyer receives a 100% refund of the order value and receives the entire forfeited deposit as compensation; Party A does not collect the platform service fee for this order and does not receive any portion of the forfeited deposit; The Tour Guide forfeits the entire deposit of 500,000 VND, has reputation points deducted, and may have their account temporarily suspended; The Travel Partner may be restricted from posting new tours, have reputation points deducted, or have their account locked in case of repeated violations. In case of cancellation due to force majeure with valid documentation, Party A supports flexible mediation.
Remedial measures when the service does not match the content announced, published, listed, advertised, introduced, entered into, or committed to on the Platform, applied according to severity: requesting Party B to re-provide or compensate with equivalent services; partial refund corresponding to the non-compliant part of the service; full refund when the service is not provided or is fundamentally non-compliant. The refund source is taken from the withheld amount and the deposit; if insufficient, it will be deducted in accordance with Clause 14, Article 7.
Party B's complaints: Party B has the right to appeal the handling outcome within 05 working days; Party A reviews and responds within 05 working days.
In case the Parties fail to reach an agreement, Party A shall send a summary report of the support process, provide electronic evidence from the system, and the case will be resolved in accordance with Article 11.

Article 9. Handling of Violations, Suspension, and Termination

Sanction levels applied to Party B according to the severity and frequency of violations: reminders and requests for remediation; removal or hiding of violating products; restriction of rights to post new products; temporary account suspension; termination of the Contract and permanent account locking.
Party A removes service information that violates the law within 24 hours of receiving notice from competent state authorities or upon self-detection, and notifies Party B.
Prevention of recidivism: Party A logs violation traces associated with Party B's identification and is entitled to refuse new accounts from the same entity or representative whose Seller status was terminated due to serious violations.
Termination of the Contract: The Contract terminates upon expiration without renewal; mutual agreement between the two Parties to terminate; unilateral termination by either Party with 30 days' prior notice; revocation or expiration of Party B's license or certificate without supplementary submission; Party B's serious breach of obligations under Article 5; or pursuant to a decision of a competent state authority.
Consequences of termination: Party B must continue to fulfill all orders confirmed prior to the termination date. Party A shall finalize reconciliation and disburse the remaining amounts after deducting Party B’s liabilities. Obligations regarding confidentiality, personal data protection, tax obligations, and liabilities toward Buyers shall survive the termination of this Contract.

Article 10. Confidentiality, Personal Data, and Intellectual Property

Each Party shall maintain the confidentiality of information received from the other Party during the performance of the Contract, except for information required to be disclosed under applicable law or at the lawful request of a competent state authority.
The processing of Buyers' personal data shall comply with the laws on personal data protection and the Personal Data Protection Policy published on the Platform. Party B may only process Buyers' personal data to the extent necessary to fulfill orders.
Upon the occurrence of a data breach or leak, the discovering Party must notify the other Party within 24 hours and cooperate in remediation and in notifying competent authorities in accordance with regulations.
Party B grants Party A a non-exclusive, royalty-free license to use Party B's trade names, trademarks, images, and content uploaded by Party B solely for the purpose of displaying and promoting Party B’s services on the Platform and its communication channels during the term of the Contract.

Article 11. Force Majeure and Dispute Resolution

The Parties shall be exempt from liability in the event of force majeure as provided by the Civil Code; the Party experiencing a force majeure event must notify the other Party within 03 days and apply all reasonable measures to mitigate damages.
This Contract shall be governed by the laws of Vietnam.
Any disputes arising shall primarily be resolved through negotiation and conciliation via the Platform’s mechanism. If the dispute cannot be resolved within 30 days, either Party has the right to initiate a lawsuit at a competent People’s Court of Vietnam.

Article 12. Validity and General Provisions

The Contract takes effect from the date of signing (for electronic execution: from the time Party A approves Party B’s registration dossier on the Platform, after Party B has confirmed acceptance of the Contract), has a term of 12 months, and shall automatically renew for successive 12-month periods unless either Party provides a written notice of termination at least 30 days in advance.
Electronic Execution: This Contract may be executed electronically on the Platform. Party B's act of checking the agreement box during the account registration process constitutes an act of acceptance to enter into the Contract pursuant to the Civil Code and the Law on Electronic Transactions, and shall have the same legal validity as a written contract. Where Party B is an organization, the person performing the action warrants that they are the legal representative or duly authorized representative of Party B. The system shall record the timestamp, IP address, device, account, and the version of the document accepted; send a copy of the Contract populated with the provided information to Party B's registered email address upon receipt and upon approval of the dossier; and archive such records for at least 03 years.
The Operating Regulations, Personal Data Protection Policy, Fee Schedule, and appendices are integral parts of the Contract. In case of any conflict, the order of precedence shall be: legal provisions — Operating Regulations — Contract — appendices. If the Contract or appendices contain provisions more favorable to Party B or to Buyers than the Operating Regulations, the more favorable provisions shall apply.
Any amendment or supplement must be made in writing or executed in accordance with the notification mechanism specified in point g, clause 4.2 of Article 4.
The Contract is made into 02 copies of equal legal validity, with each Party retaining 01 copy; for electronic execution, the copy stored on Party A’s system shall be the original, and Party B may download it at any time.

REPRESENTATIVE OF PARTY A
(Signature, full name, title, seal/digital signature)

.............................

REPRESENTATIVE OF PARTY B
(Signature, full name, title, seal/digital signature)

.............................