Partner Terms

This is a translation provided for convenience. In case of discrepancy, the French version prevails.

PREAMBLE

These General Terms and Conditions (hereinafter the "Partner T&Cs" (CGPU)) govern the contractual relationship between:

• The Publisher: Julien Cappiello, sole trader (entrepreneur individuel) registered under SIRET number 52774944400032, domiciled in Perpignan, hereinafter referred to as "The Platform" or "vinyaqui.com".

• The Partner: Any wine-growing professional (Winegrower, Estate, Château) registered on the Platform, hereinafter referred to as "The Wine Estate" or "The Partner".

The Platform acts as an intermediary and agent (mandataire) of the Wine Estate for the sale and collection of its services (Article 1.2).

ARTICLE 1: PURPOSE

The Platform provides the Wine Estate with an online booking tool and promotes its activities (tours, tastings) to end customers (hereinafter "the Visitors").

The purpose of these Partner T&Cs is to set out the terms of listing and booking, and the financial arrangements via the third-party payment service provider (Stripe). The Platform does not purchase services for resale; it puts the Wine Estate and the Visitor in contact in return for remuneration (commission).

1.2. Mandate. By accepting these Partner T&Cs, the Wine Estate gives the Platform an express mandate, which the Platform accepts, to act in its name and on its behalf in order to: (i) offer its services to Visitors and record bookings; (ii) collect the price of its services from Visitors through Stripe; (iii) apply the cancellation conditions and refund Visitors under the conditions of Article 6; (iv) pay over to it the sums collected, less the commission provided for in Article 4.2.

The Wine Estate remains the seller of its services: it freely sets their price and content. The sums collected on its behalf belong to it; the Platform holds them as its agent, without being able to use them for its own needs, and accounts to the Wine Estate for its management on request. This mandate is granted for the duration of these Partner T&Cs and ends with them (Article 9).

1.3. Gift cards. By commercial agreement with the Platform, the Wine Estate agrees that Visitors may pay for its services with a Viny'aquí gift card or wallet balance, usable exclusively with the Platform's partner estates. The price of a service paid in this way is paid over to it on the same terms and within the same timeframes as for a bank card payment (Articles 4.3 and 4.4), and the Platform's commission is unchanged.

ARTICLE 2: MEMBERSHIP AND PREREQUISITES

Registration on the Platform is reserved for professionals. By accepting these Partner T&Cs, the Wine Estate certifies on its honour:

1. Professional Status: That it carries on its activity on a professional basis, is compliant with tax and social security legislation and holds a valid SIRET number.

2. Authorisations: That it holds all the authorisations required (customs, public-access establishment (ERP) rules where applicable, Licence) to receive the public and sell alcohol.

3. Insurance: That it holds professional liability insurance (Responsabilité Civile Professionnelle – RC Pro) covering the reception of the public and wine-tourism activities.

4. Bank Account (Stripe): That it agrees to create (or connect) a "Stripe Express" or "Standard" account via the Platform's interface in order to receive funds.

The Platform reserves the right to request any supporting document (Kbis company registration extract, insurance certificate) and to suspend the partnership in the event of non-compliance.

ARTICLE 3: HOW BOOKINGS WORK

3.1. Calendar Management The Wine Estate freely defines its availability slots on its dedicated interface. The Platform operates on the principle of instant booking. Any slot marked as "available" by the Wine Estate may be booked and paid for immediately by a Visitor without any further manual validation.

3.2. Availability Commitment The Wine Estate firmly undertakes to honour every confirmed booking. It is the sole responsibility of the Wine Estate to keep its calendar up to date (in particular via synchronisation if it uses other tools) in order to avoid overbooking.

ARTICLE 4: FINANCIAL TERMS AND PAYMENT (STRIPE CONNECT)

4.1. Selling Price The Wine Estate freely sets the public price, inclusive of VAT, of its services on the Platform. This price must be identical to or lower than the price offered directly at the estate (price parity).

4.2. Platform Commission In remuneration for its services (matching service, booking tool, technical management, bank transaction fees), the Platform receives a commission of 20% on the total amount of the booking made by the Visitor, with a minimum of €3 per adult (the total commission is therefore at least equal to €3 × number of adults). As the Platform benefits from the VAT exemption (Article 293 B of the French General Tax Code), the commission is invoiced without VAT. Where the visit is led by a guide provided by the Platform, the guide's remuneration, shown in the offer, is withheld by the Platform and is not paid over to the Wine Estate; the commission then applies to the booking amount less that remuneration.

4.3. Payment Arrangements (Split Payment) Financial flows are handled exclusively by the secure payment service provider Stripe. When a Visitor makes a payment:

1. Stripe collects the total amount into the Platform's account, which acts as the Wine Estate's agent (Article 1.2).

2. The funds are allocated as follows:

   • The amount inclusive of VAT, less the Platform's commission, is held by the Platform on behalf of the Wine Estate until the service has been provided, then transferred to its connected Stripe account (Article 4.4).

   • The Platform's commission is retained by the Platform (20%, subject to the minimum set out in Article 4.2).

4.4. Payout of Funds The sums owed to the Wine Estate (amount inclusive of VAT less the Platform's commission) are transferred automatically to its connected Stripe account within 48 hours after the date of the service, unless a dispute has been reported, in which case the transfer is suspended until it is settled. Stripe then pays these sums out to the Wine Estate's bank account, according to the frequency configured on its Stripe Connect account (generally within 2 to 7 business days), provided it has given its bank details to Stripe.

Between collection from the Visitor and this transfer, which may be separated by several weeks or months depending on the date of the service, the Platform holds the Wine Estate's funds as its agent (Article 1.2). These funds remain the property of the Wine Estate.

ARTICLE 5: INVOICING

5.1. Invoicing of the Service (Estate to Visitor) As the sales contract is concluded between the Wine Estate and the Visitor, it is the Wine Estate's responsibility to issue a receipted invoice to the Visitor if the Visitor so requests. The Platform only provides an order summary (receipt) serving as proof of booking.

5.2. Invoicing of the Commission (Platform to Estate) For each booking generated, the Platform issues an invoice (or a commission statement) corresponding to the 20% deducted. This invoice is made available to the Wine Estate in its partner area or sent by email, for its accounting purposes.

ARTICLE 6: CANCELLATION AND REFUND

6.1. Cancellation Policy The Platform applies the following rules, consistent with the Visitor Terms and Conditions of Sale (CGV):

• Cancellation by the Wine Estate: The Visitor is refunded in full (100%).

  • Cases of force majeure (extreme weather, etc.): No penalty for the Estate.

  • Cancellation for convenience or management error: Stripe transaction fees (which are not refunded by Stripe) may be recovered by the Platform from the Estate's next payouts.

• Cancellation by the Visitor:

  • If the cancellation occurs within the time limits permitted by the Estate: The amount owed to the Estate (amount inclusive of VAT less the commission) is refunded to the customer (deducted from the Estate's funds held by the Platform or, if the transfer has already taken place, from its Stripe account).

  • If the cancellation occurs outside the time limit (late): The Estate retains the amount owed to the Estate (amount inclusive of VAT less the commission).

  • Regarding the commission (20%): If the cancellation takes place 7 days or less before the scheduled date, the Platform retains its commission in respect of management and banking fees.

6.2. No-Show If the Visitor fails to attend without having cancelled, the service is due. The Wine Estate retains the amount owed to the Estate (amount inclusive of VAT less the commission) and the Platform retains its commission.

The Host is invited to report any no-show via its partner area within 48 hours of the scheduled time of the service. This report allows the transaction to be properly archived and prevents any subsequent claim by the Visitor.

ARTICLE 7: LIABILITY AND SAFETY

7.1. Liability of the Platform The Platform is a technical intermediary. It cannot be held liable for the conduct of the visit, the quality of the wines, or any incident occurring on the estate. Its liability is limited to the proper functioning of the online matchmaking service.

7.2. Liability of the Wine Estate The Wine Estate is solely responsible for the reception of visitors and for the safety of property and persons on its premises. It undertakes to comply with the legislation on the sale of alcohol (prohibition of sale to minors, suppression of public drunkenness). In the event of an accident related to the consumption of alcohol or to the hazardous nature of the premises, the Platform's liability may under no circumstances be invoked.

ARTICLE 8: INTELLECTUAL PROPERTY AND CONTENT LICENCE

8.1. Grant of Licence The Wine Estate grants the Platform a non-exclusive, royalty-free, worldwide licence, for the duration of the partnership plus a period of one (1) year after its termination, covering the visual elements (photos, logos, videos) and texts (descriptions, prices) that it provides or makes available on the Platform.

8.2. Authorised Uses This licence covers the reproduction, adaptation (cropping, resizing, translation) and distribution of the content on all media related to the promotion of the offers of the Wine Estate and of the Platform: the vinyaqui.com website, mobile applications, social networks, newsletters, press and marketing materials.

8.3. Estate's Warranty The Wine Estate warrants that it holds all copyright and related rights in the elements provided and indemnifies the Platform against any third-party claim (in particular in respect of image rights of persons depicted in the photos).

8.4. Pre-filling If the Platform has pre-filled the Estate's listing to facilitate its membership, the Estate undertakes to check this content upon its first login and to amend it where necessary.

ARTICLE 9: TERM AND TERMINATION

9.1. Term This contract is concluded for an indefinite term with effect from the acceptance of these Partner T&Cs.

9.2. Termination by the Wine Estate The Wine Estate may terminate at any time by simple written notice (email to contact[at]vinyaqui.com) or by deleting its account in its partner area, without penalty or notice period.

9.3. Termination by the Platform The Platform may terminate this contract with fifteen (15) days' written notice, in particular in the following cases:

• Repeated breach of contractual obligations (in particular price parity, keeping the calendar up to date or the reception of the Visitor)
• Recurring Visitor reviews indicating an insufficient quality of service
• Prolonged inactivity of the account (no login or calendar update for more than twelve (12) consecutive months)
• Fraudulent use of the Platform

In the event of serious breach (fraud, endangering Visitors, sale of alcohol to minors, lack of RC Pro insurance), termination may be pronounced without notice and with immediate effect.

9.4. Consequences of Termination The Estate's account is deactivated on the effective date of termination. However, bookings already paid for and confirmed before the effective date must imperatively be honoured by the Wine Estate. Failing this, the Estate must refund the Visitors concerned in full via Stripe, including the Platform's commission if it cannot be recovered from Stripe.

ARTICLE 10: DATA PROTECTION (GDPR)

The Platform collects the Partner's data (identity, contact details, bank details) for the performance of the contract. This data is only transmitted to essential technical service providers (Stripe, hosting provider). The Partner has a right of access to and rectification of its data by writing to contact[at]vinyaqui.com. For its part, the Partner undertakes to use the Visitors' data transmitted by the Platform solely for organising the visit, to the exclusion of any subsequent commercial solicitation without the Visitor's explicit consent.

ARTICLE 11: PROTECTION OF PERSONAL DATA

11.1. Data Controller The Platform, represented by Julien Cappiello, is the controller of the Wine Estate's personal data.

11.2. Data Collected In the context of the partnership, we collect and process: - Identification data (surname, first name, company name, SIRET) - Business contact details (address, telephone, email) - Bank details (bank account details (RIB) for payouts) - Login and Platform usage data - Content provided (photos, descriptions, prices)

11.3. Purposes of Processing This data is used to: - Manage the partnership and access to the Platform - Make financial payouts - Promote the Wine Estate's offers - Comply with our legal obligations (invoicing, accounting)

11.4. Retention Period Data is retained for the duration of the partnership and: - 10 years for accounting and tax data (legal obligation) - 3 years after the end of the partnership for other data

11.5. Rights of the Wine Estate In accordance with the GDPR, the Wine Estate has the following rights: - Access, rectification, erasure of its data - Restriction of and objection to processing - Data portability - Complaint to the CNIL (French data protection authority) These rights may be exercised by email to: contact [at] vinyaqui.com

11.6. Security The Platform implements appropriate technical and organisational measures to ensure the security of the data.

11.7. Processors Data may be transmitted to our technical service providers (hosting, payment), who are subject to the same confidentiality obligations.

ARTICLE 12: GOVERNING LAW AND JURISDICTION

These Partner T&Cs are governed by French law. In the event of a dispute relating to their formation, performance or interpretation, the parties will endeavour to find an amicable solution. Failing agreement, any dispute shall fall within the exclusive jurisdiction of the Commercial Court of Perpignan (Tribunal de Commerce de Perpignan), notwithstanding multiple defendants or third-party claims, including for protective measures, summary proceedings (référé) or ex parte applications (sur requête).