Between:

1. GIVO GROUP B.V., a private limited liability company incorporated under the laws of the Netherlands, having its registered office at The Entrance 201, 1101HG Amsterdam, The Netherlands, registered with the Dutch Chamber of Commerce under number 98003267 (hereinafter referred to as "GIVO" or the "Distributor");
   
   and
   
   

2. THE PARTNER (as identified in the Partner Onboarding Form/Schedule), (hereinafter referred to as the "Partner" or "Tour Operator").

(Collectively referred to as the "Parties" and individually as a "Party").

1. Definitions and Interpretation

   1.  In this Agreement, the following terms shall have the meanings ascribed to them below:

      "Agreement": This Partner Distribution Agreement, including any Schedules and Annexes.

      "API": Application Programming Interface provided by Third-Party T&A Software used to synchronize availability and bookings.

      "Beneficiary" / "Redeemer": The person holding a Valid Voucher who is entitled to redeem it for an Experience.

      "Commission": The fee payable to GIVO for its intermediation services, set at 20% of the Gross Retail Price Customer Price, exclusive of any taxes that are not determinable at the time of sale.

      "Experience": The specific leisure service, activity, or stay supplied by the Partner and marketed by GIVO.

      "Gross Retail Price": The final price of the Voucher paid by the buyer, including VAT.

      "Net Amount": The Gross Retail Price minus the Commission.

      "Voucher": A digital proof of entitlement issued by GIVO that allows a Redeemer to request a Booking exclusively via the GIVO Platform.

      "Voucher Tax Classification": The classification of a voucher as a Single-Purpose Voucher (SPV) or Multi-Purpose Voucher (MPV) (or equivalent local concept) for indirect tax purposes.

2. Appointment and Scope

   1. Commercial Agent Status. The Partner appoints GIVO as its authorized Commercial Agent to negotiate and conclude the sale of Experiences to customers on behalf of the Partner.

   2. Nature of Service. GIVO acts strictly as an intermediary. The contract for the provision of the Experience is formed directly between the Partner and the Redeemer upon confirmation of a Booking.

   3. Territory. GIVO is authorized to market the Experiences globally.

   4. No Obligation to Promote (Discretionary Marketing).

      1. The Partner acknowledges that GIVO has no obligation to promote, market, or feature the Partner’s Experiences on the GIVO Platform.

      2. GIVO retains sole and absolute discretion regarding the selection, placement, categorization, and visual presentation of the Experiences. GIVO reserves the right to remove or deactivate any Experience from the Platform at any time for commercial or operational reasons without penalty.

3. Booking Obligations & Restrictions (Strict Redemption)

   1. Acceptance of Bookings

      1. The Partner agrees to accept all Bookings generated by GIVO's system.

      2. The Partner acknowledges that the Voucher itself is not a valid means of payment at the Partner’s physical location. The Partner shall not accept Vouchers presented directly by customers in lieu of cash or credit.

   2. Strict Platform-Only Redemption.

      1. Exclusive Redemption Channel: Vouchers must be redeemed (converted into a Booking) exclusively via a GIVO digital platform.

      2. Prohibition of Direct Processing: The Partner is strictly prohibited from accepting a Voucher code via phone, email, or in-person to create a reservation. All reservations must originate from the GIVO API or Partner Portal.

      3. Invalidity of Direct Use: Any service provided by the Partner based on a direct presentation of a Voucher (without a GIVO Booking Confirmation) is done at the Partner’s sole risk. GIVO is not liable to pay for such services.

   3. Quality Parity.

      1. The Partner warrants that Redeemers with a valid Booking will be treated with the same level of service, priority, and care as full-paying direct customers.

      2. Discrimination against GIVO bookings (e.g., restricting dates available only to Voucher holders) is prohibited.

   4. Availability & API.

      1. The Partner must maintain an active, real-time API connection via an approved T&A Software Provider.

      2. The Partner is solely responsible for the accuracy of availability data.

   5. Quality Control & Right to Suspend.

      1. GIVO reserves the right to temporarily suspend or permanently delist the Partner’s Experiences if the Partner’s "Quality Score" falls below acceptable standards.

      2. Factors justifying suspension include, but are not limited to:

         • Negative customer reviews or low ratings on the GIVO Platform or third-party review sites (e.g., Google, TripAdvisor).

         • A high rate of complaints or refund requests from Redeemers.

         • Frequent cancellations of confirmed bookings by the Partner.

         • Safety concerns reported by customers.

      3. Suspension under this clause does not constitute termination of the Agreement, but GIVO is under no obligation to reactivate the listings until the Partner provides a remediation plan satisfactory to GIVO.

4. Financial Terms and Payouts

   1. Commission. GIVO is entitled to a Commission of 20% on the Gross Retail Price of every Voucher redeemed.

   2. Debt Discharge.

      1. The Partner agrees that payment of the Gross Retail Price by the Redeemer to GIVO constitutes full and final discharge of the Redeemer’s debt to the Partner for the Experience.

   3. Payment Terms (Advance Payout).

      1. Subject to compliance with Clause 4.4, GIVO shall remit the Net Amount to the Partner either per booking, weekly, or monthly, depending on what the Partner selected when filling out the onboarding form.

   4. Invoicing and Reconciliation.

      1. Monthly Settlement Statement: By the 5th business day of each month, GIVO shall send the Partner a statement detailing all payouts made in the previous month.

      2. Mandatory Invoice: The Partner must issue a valid tax invoice corresponding exactly to the Settlement Statement within ten (10) calendar days of receipt.

      3. Suspension of Payments: If the Partner fails to submit the required invoice within the 10-day period, GIVO reserves the right to immediately suspend all further payouts and remove the Partner’s Experiences from the platform.

   5. VAT. The Partner is responsible for accounting for VAT on the Experience service. GIVO's Commission is a B2B service fee subject to Reverse Charge VAT rules where applicable.

   6. Voucher Tax Classification (SPV/MPV Handling).

      1. The Parties acknowledge that vouchers may be treated differently for VAT depending on whether they are SPV or MPV (or equivalent).

      2. Unless the Parties agree in writing per Experience/market that a Voucher is an SPV, Vouchers shall be treated as MPV by default for settlement mechanics, meaning tax is generally accounted for at redemption/fulfillment rather than issuance (subject to local law).

      3. The Partner shall cooperate reasonably with GIVO to document the tax classification and provide information needed to support correct treatment.

   7. Taxes and VAT Responsibilities.

      1. Experience VAT/Indirect Tax: The Partner is responsible for determining, charging (where applicable), and accounting for VAT/indirect tax on the supply of the Experience to the Redeemer, and for issuing compliant invoices/receipts to Redeemers where required by law.

      2. GIVO Service VAT: GIVO’s Commission is consideration for a B2B intermediation service supplied to the Partner. VAT treatment (including reverse charge) shall be determined based on the Parties’ locations and valid VAT IDs.

      3. The Partner shall provide and keep updated: legal entity name, address, country of establishment, VAT ID (if any), and any evidence required to support VAT treatment.

      4. Where reverse charge applies, invoices shall state “VAT reverse-charged” (or local equivalent) and include the required VAT IDs.

5. Cancellations and Modifications

   1. Cancellation by Partner.

      1. The Partner may not cancel a confirmed Booking except in cases of Force Majeure.

      2. In the event of cancellation, the Partner must offer the Redeemer an alternative date or refund GIVO the full Net Amount (if already paid).

   2. Cancellation by Redeemer.

      1. Cancellations by the Redeemer are subject to the Partner's specific cancellation policy as uploaded to the API.

      2. If a Redeemer is a "No-Show" and the Partner’s policy allows for charging, GIVO shall pay the Partner the Net Amount as if the Experience had taken place.

6. Intellectual Property (IP)

   1. License to Content. The Partner grants GIVO a worldwide, royalty-free, non-exclusive license to use the Partner's Content (logos, images, videos) for marketing purposes.

   2. Content Standards.

      1. The Partner agrees to provide content via the API of its T&A Software.

      2. The Partner warrants that it owns all rights to the provided Content.

      3. Indemnity. The Partner shall indemnify GIVO against any third-party IP claims.

7. Liability and Insurance

   1. Performance Liability. The Partner acts as the sole provider of the Experience. GIVO is not liable for the safety, quality, execution, or non-performance of the Experience.

   2. Indemnification. The Partner agrees to indemnify GIVO against any claims brought by Redeemers regarding personal injury, property damage, or service failure.

   3. Insurance. The Partner must maintain comprehensive General Liability Insurance and Professional Indemnity Insurance and provide proof to GIVO upon request.

8. Data Protection (GDPR)

   1. Independent Controllers. Both GIVO and the Partner act as independent Data Controllers regarding the personal data of Redeemers.

   2. Purpose Limitation. The Partner shall process Redeemer data received via API strictly for the purpose of fulfilling the Experience.

9. Term and Termination

   1. Duration. This Agreement shall commence on the date of signature and continue for an initial term of one (1) year, renewing automatically.

   2. Termination for Convenience. Either Party may terminate this Agreement by providing four (4) months' written notice.

   3. Termination for Cause. GIVO may terminate immediately if:

      1. The Partner fails to provide tax invoices.

      2. The Partner loses necessary licenses or insurance.

      3. The Partner breaches the "Strict Redemption" protocol in Clause 3.2.

      4. The Partner's Experiences are suspended for quality issues (under Clause 3.5) for a period exceeding 30 days without remediation.

10. General Provisions

    1. Confidentiality. Each Party agrees to keep all commercial and technical information confidential.

    2. Assignment. The Partner may not assign this Agreement without GIVO's consent.

    3. Governing Law. This Agreement is governed by the laws of the Netherlands. Disputes shall be submitted to the courts in Amsterdam.