Partner Distribution Agreement

Definitions and Interpretation

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

Appointment and Scope

1. 2.1 Commercial Agent Status. The Partner appoints GIVO as its authorised Commercial Agent to negotiate and conclude the sale of Experiences to customers on behalf of the Partner.
2. 2.2 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. 2.3 Territory. GIVO is authorised to market the Experiences globally.
4. 2.4 No Obligation to Promote (Discretionary Marketing).
   • The Partner acknowledges that GIVO has no obligation to promote, market, or feature the Partner's Experiences on the GIVO Platform.
   • GIVO retains sole and absolute discretion regarding the selection, placement, categorisation, 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.

Booking Obligations & Restrictions (Strict Redemption)

1. 3.1 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. 3.2 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. 3.3 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. 3.4 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. 3.5 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.

Financial Terms and Payouts

1. 4.1 Commission. GIVO is entitled to a Commission on the Gross Retail Price of every Voucher redeemed. The Commission rate shall be determined based on the date of the Booking as follows:
   (a) 15% (Early Bird Rate) for bookings confirmed on or before 31 December 2026;
   (b) 20% (Standard Rate) for bookings confirmed on or after 1 January 2027.
2. 4.2 Debt Discharge. 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. 4.3 Payment Terms. 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 completing the onboarding form.
4. 4.4 Self-Billing – Invoicing and Reconciliation.

   4.4.1 Self-Billing Authority.

   GIVO will issue VAT invoices ("Self-Billing Invoices") on the Partner's behalf for all amounts payable under this Agreement. This arrangement is established in accordance with Article 224 of EU VAT Directive 2006/112/EC and constitutes a binding self-billing agreement between the Parties.

   By executing this Agreement, the Partner grants GIVO irrevocable authority to issue Self-Billing Invoices on its behalf for the duration of this Agreement.

   4.4.2 Partner Obligations under Self-Billing.

   The Partner acknowledges and agrees that:

   • GIVO will issue Self-Billing Invoices for each settlement period (not less than monthly), corresponding to the Settlement Statement issued under Clause 4.4.3;
   • Each Self-Billing Invoice will be labelled "Self-Billing Invoice" and will reference Art. 224 VAT Directive 2006/112/EC;
   • The Partner must not issue its own VAT invoice to GIVO for any supply covered by a GIVO Self-Billing Invoice;
   • The Partner must promptly notify GIVO of any change to its VAT registration status, including deregistration or a change of VAT number.

   4.4.3 Monthly Settlement Statement.

   By the 5th business day of each month, GIVO shall send the Partner a Settlement Statement detailing all payouts made in the previous month, together with the corresponding Self-Billing Invoice. No invoice is required from the Partner.

   4.4.4 Content of Self-Billing Invoices.

   Each Self-Billing Invoice shall contain:

   • Label "Self-Billing Invoice" and reference to Art. 224 VAT Directive 2006/112/EC;
   • Unique sequential invoice number;
   • Date of issue and settlement period;
   • Tax point date (date of experience redemption);
   • GIVO's name, address, and VAT number;
   • Partner's name, address, GIVO Partner ID, and VAT number (where applicable);
   • Description of each supply with booking reference and experience date;
   • Quantity and unit net price;
   • GIVO Commission deducted as a line item;
   • Net total payable to Partner;
   • VAT treatment – reverse charge (Art. 196 VAT Directive) for cross-border EU B2B settlements; applicable Dutch VAT rate for Netherlands-established Partners; case-by-case for non-EU Partners.

   4.4.5 Dispute Window.

   The Partner has seven (7) calendar days from the date of issue of a Self-Billing Invoice to raise a written dispute specifying the invoice reference number, the disputed line items, and the grounds for dispute. If no written dispute is received within this period, the Self-Billing Invoice is deemed accepted by the Partner. Undisputed amounts will be paid within the payment terms in Clause 4.3 regardless of any ongoing dispute on other line items.

   4.4.6 Suspension of Payments.

   GIVO reserves the right to immediately suspend all further payouts and remove the Partner's Experiences from the Platform if the Partner issues its own VAT invoice in contravention of this self-billing arrangement, or if the Partner's conduct otherwise undermines GIVO's ability to discharge its VAT obligations.

5. 4.5 VAT – General. The Partner is responsible for accounting for VAT on the Experience service in its country of establishment. GIVO's Commission is a B2B service fee subject to Reverse Charge VAT rules where applicable.
6. 4.6 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/fulfilment 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. 4.7 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 applicable), and any evidence required to support VAT treatment.
   4. Where reverse charge applies, Self-Billing Invoices shall state "VAT reverse-charged" (or local equivalent) and include the required VAT IDs.
8. 4.8 VAT Verification. GIVO will verify the Partner's VAT number via the EU VIES system at onboarding and at least annually thereafter. Evidence of verification will be retained by GIVO as part of its VAT compliance records.

Cancellations and Modifications

1. 5.1 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. 5.2 Cancellation by Redeemer.
   1. Cancellations by the redeemer are not foreseen and will only be accepted in exceptional cases as a gesture of goodwill and in agreement with GIVO.
   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.
   3. Requests for changes to a booked service may be submitted to the experience provider. The confirmation of such changes is voluntary, made as a gesture of goodwill, and lies solely at the discretion of the Partner – there is no legal entitlement to any modification. Every confirmed change must be recorded by the Partner in the system.

Record-Keeping and Audit

1. 6.1 Both Parties shall retain copies of all Self-Billing Invoices, Settlement Statements, and supporting documentation for a minimum of seven (7) years from the date of the document, or such longer period as may be required by applicable law.
2. 6.2 GIVO will make all Self-Billing Invoices and Settlement Statements available to the Partner via the Partner Portal.

Intellectual Property (IP)

1. 7.1 Licence to Content: The Partner grants GIVO a worldwide, royalty-free, non-exclusive licence to use the Partner's Content (logos, images, videos) for marketing purposes.
2. 7.2 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. 7.3 Indemnity: The Partner shall indemnify GIVO against any third-party IP claims.

Liability and Insurance

1. 8.1 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. 8.2 Indemnification: The Partner agrees to indemnify GIVO against any claims brought by Redeemers regarding personal injury, property damage, or service failure.
3. 8.3 Insurance: The Partner must maintain comprehensive General Liability Insurance and Professional Indemnity Insurance and provide proof to GIVO upon request.

Data Protection (GDPR)

1. 9.1 Independent Controllers: Both GIVO and the Partner act as independent Data Controllers regarding the personal data of Redeemers.
2. 9.2 Purpose Limitation: The Partner shall process Redeemer data received via API strictly for the purpose of fulfilling the Experience.

Term and Termination

1. 10.1 Duration: The Agreement shall commence on the date of signature and continue for an initial term of one (1) year, renewing automatically.
2. 10.2 Termination for Convenience: Either Party may terminate by providing four (4) months' written notice.
3. 10.3 Termination for Cause: GIVO can terminate immediately if:
   1. The Partner loses necessary licences or insurance;
   2. The Partner breaches the Strict Redemption protocol in Clause 3.2;
   3. The Partner's Experiences are suspended for quality issues (under Clause 3.5) for a period exceeding 30 days without remediation.
4. 10.4 Consequences of Termination: Upon termination, the self-billing arrangement under Clause 4.4 terminates automatically. Any outstanding Self-Billing Invoices for the period up to termination shall be issued within 30 days of the termination date. GIVO's obligation to pay undisputed amounts survives termination.

General Provisions

1. 11.1 Confidentiality: Each Party agrees to keep all commercial and technical information confidential.
2. 11.2 Assignment: The Partner may not assign this Agreement without GIVO's prior written consent.
3. 11.3 Amendments: No amendment to this Agreement is valid unless made in writing and signed by authorised representatives of both Parties.
4. 11.4 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions continue in full force and effect.
5. 11.5 Governing Law: This Agreement is governed by the laws of the Netherlands. Disputes shall be submitted to the courts in Amsterdam.
6. 11.6 Entire Agreement: This Agreement (together with any schedules and annexes) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior representations, understandings, and agreements.