Partner Terms and Conditions – General Terms

Version 1.0 · Effective: June 2025

These General Partner Terms and Conditions (“Partner Terms”) apply to all partner models (Spot, License, Affiliate) and are supplemented by the respective model-specific terms. In the event of a conflict, the model-specific terms take precedence over these General Partner Terms.

§ 1 – Scope of Application

These General Partner Terms apply to all business relationships between the respective ALMARA contracting entity (“Provider”) and the Partner conducted via the ALMARA Platform, provided the Partner is a business within the meaning of § 14 of the German Civil Code (BGB).

Conflicting or deviating terms of the Partner shall not be recognised unless the Provider expressly agrees to their application in writing.

These Partner Terms apply in the version current at the time of conclusion of the contract, as available at partner.almara.life/en/partner-terms.

§ 2 – Definitions

ALMARA Platform: The digital booking infrastructure operated by the Provider, comprising the web app, partner portal, equipment tracking and payment processing.

Provider: The ALMARA contracting entity designated in the Partner Contract at the time of conclusion.

Partner: The company designated in the Partner Contract that operates under one or more ALMARA partner models.

Partner Contract: The document signed by both parties (Spot Contract, License Contract, or Affiliate Contract) setting out the individual parameters of the collaboration and referring to these Terms.

Season: The operating period defined individually per location and activity type in the Partner Contract (e.g. Marbella / swimming: 1 June – 31 August; Phuket / diving: 1 November – 30 April).

Location: The geographic operating site of the Partner as designated in the Partner Contract.

End Customer: The natural person who books an experience via the ALMARA Platform.

Equipment: The devices and accessories provided or licensed by the Provider in accordance with the model-specific terms.

Stripe Connect: The payment processing system (Stripe, Inc.) mandated by the Provider for all transactions via the ALMARA Platform.

DAC7: EU Directive 2021/514 and its national implementing legislation on reporting obligations for digital platform operators.

Written Form: Email to the addresses stated in the Partner Contract constitutes written form for the purposes of these Terms, unless a stricter form is required by law.

Special Agreement: An individually agreed written arrangement between both parties, kept as an annex to the Partner Contract, which takes precedence over these Terms.

§ 3 – Formation of Contract

The Partner Contract is concluded upon signature of the respective contract document (Spot Contract, License Contract, or Affiliate Contract) by both parties.

By signing the Partner Contract, the Partner confirms having read and accepted these General Partner Terms and the applicable model-specific terms.

Multiple partner models may be active simultaneously; a separate contract document is signed for each model. These General Partner Terms apply to all active models jointly.

§ 4 – Term and Termination

4.1 Commencement

The Partner Contract enters into force upon signature by both parties, unless a later date is agreed in the Partner Contract.

4.2 Ordinary Termination – Open-ended Models

For open-ended Partner Contracts, a notice period of six (6) months prior to the first day of the Season at the respective Location applies. Example: Season start 15 June → notice must be received by 15 December of the preceding year at the latest. The period applies separately per Location and activity type.

4.3 Ordinary Termination – Fixed-term Models

Fixed-term Partner Contracts expire automatically at the end of the agreed term without requiring notice. Renewal requires a new written agreement.

4.4 Extraordinary Termination

The right to extraordinary termination for cause remains unaffected. Cause includes in particular:

• Payment default exceeding 30 days despite a reminder;
• Serious or repeated violations of Brand Guidelines following a formal warning;
• Opening of insolvency proceedings over the assets of either party;
• Violations of statutory safety or insurance obligations not remedied within 14 days of a formal warning;
• Material changes to the Partner’s shareholder structure without prior written consent.

§ 5 – Payment Processing (Stripe Connect)

The Partner is obliged to set up a Stripe Connect Express account and to use it exclusively for all transactions processed via the ALMARA Platform. Setup must be completed no later than 14 days before the first scheduled booking date.

Invoices are issued monthly in arrears, by the 15th business day of the following month. All amounts are stated net, plus applicable VAT.

Objections to an invoice must be raised in writing within 30 days of receipt; after that the invoice is deemed accepted.

In the event of payment default, interest shall accrue at 9 percentage points above the base rate pursuant to § 288 para. 2 BGB.

§ 6 – DAC7 Reporting Obligations

The Provider is obliged as platform operator under EU Directive 2021/514 (DAC7) to report Partner revenue data to the competent tax authorities. The Partner undertakes to provide all required information completely and on time.

If the Partner fails to fulfil this obligation within 30 days of a written request, the Provider is entitled to withhold payments until complete data is delivered. After a further 30 days (60 days total), the Provider may terminate the Partner Contract with immediate effect.

§ 7 – Partner Obligations

The Partner is obliged to use the ALMARA Platform solely in accordance with the contractual agreements, comply with all applicable laws and regulations, obtain required permits independently, and deploy qualified personnel.

Any exclusivity obligation applies solely to the equipment categories and Location specified in the Partner Contract – not to the Partner’s business as a whole.

§ 8 – Provider Obligations

The Provider undertakes to make the Platform available with an uptime of at least 99 % per Season (measured monthly, excluding scheduled maintenance windows), to supply training materials and technical support, and to submit DAC7 reports to the competent authorities on time.

§ 9 – Brand and Brand Guidelines

The Provider grants the Partner a non-exclusive, non-transferable licence, limited to the term of the Partner Contract, to use the ALMARA brand and associated logos solely for the purposes of the contractually agreed services.

The specific brand usage requirements are set out in the ALMARA Brand Guidelines. Until the Brand Guidelines are provided, all brand uses require prior written approval (email to partner@almara.life is sufficient).

§ 10 – Data Protection and Joint Controllership

Data processing under the Partner Contract is governed by the Joint Controller Agreement pursuant to Art. 26 GDPR, which forms a separate document within the contractual documents. Where End Customer data is processed via the ALMARA Platform, the ALMARA Partner Privacy Policy serves as the information basis for End Customers.

§ 11 – Insurance Obligations

The Partner is obliged to maintain commercial liability insurance with a minimum coverage of €10,000,000 (ten million euros) per insured event throughout the term of the Partner Contract, covering personal injury, property damage and financial loss.

For Locations in Italy, the mandatory national minimum coverage amounts additionally apply (currently at least €6,070,000 for personal injury and €1,220,000 for property damage; the currently applicable regulation governs).

The Partner must provide proof of insurance cover to the Provider upon request, within five (5) business days at the latest.

§ 12 – Liability

Provider liability: The Provider is liable without limitation for intent and gross negligence and for injury to life, body or health. For simple negligence, the Provider is only liable for breach of a material contractual obligation (cardinal obligation) and only up to the amount of typically foreseeable damage.

Force Majeure: Neither party is liable for service failures resulting from force majeure (natural disasters, pandemics, war, government prohibitions, strikes, cyberattacks).

§ 13 – Confidentiality

The parties undertake to keep all trade secrets and contract terms obtained in the course of the collaboration confidential. The confidentiality obligation applies during the term of the Partner Contract and for three (3) years after its termination.

§ 14 – Amendments to the Terms

The Provider may amend these Terms with two (2) months’ notice to the end of a Season. The Partner is deemed to have agreed unless it objects in writing within four (4) weeks of receiving notification. In the event of objection, both parties have the right to ordinary termination.

§ 15 – Final Provisions

Governing law: These Terms are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

Jurisdiction: The exclusive place of jurisdiction for all disputes is Berlin or Potsdam, at the Provider’s option. This applies exclusively to contracts between businesses within the meaning of § 14 BGB.

Severability: Should any provision of these Terms be or become invalid, this shall not affect the validity of the remaining provisions.

Special Agreements: Individual deviations from these Terms are only permitted as written Special Agreements (annex to the Partner Contract) and take precedence over these Terms.

Language: The governing contract language is German. Translations are provided for convenience only; in case of doubt, the German version prevails.

Contact: legal@almara.life (legal enquiries) · partner@almara.life (operational enquiries)