Toristy B2B Distribution Partner Terms and Conditions

TORISTY MASTER DISTRIBUTOR & SECURITY AGREEMENT

Toristy AB with the Address: Katrinebergsgatan 19, 504 39 Borås, Sweden and the business ID: 559263442101 hereinafter referred to as "Toristy" and the agent referrerd to as the "Distributor" agree the following. 

1. PURPOSE & STRUCTURE

1.1 Toristy operates a B2B travel technology platform providing access to tours, activities, attractions, transfers and related experiences (“Experiences”).
1.2 Distributor shall distribute Experiences via approved channels (“Channel”).
1.3 The Parties may operate under one of the following models:
(a) Toristy as Merchant of Record (“Toristy MoR”), or
(b) Distributor as Merchant of Record (“Distributor MoR”).
The applicable model shall be confirmed in writing.

2. INTEGRATION & ACCESS

2.1 Distributor shall implement the Integration at its own cost.
2.2 Access is non-exclusive, non-transferable and revocable.
2.3 Toristy may suspend access immediately in case of:
- Non-payment
- Increased chargeback ratio
- Fraud risk
- Regulatory exposure
 - Breach of this Agreement 

3. COMMERCIAL TERMS

3.1 Retail Price
Retail Price means the consumer purchase price recorded in the system excluding discounts.

3.2 Revenue Share
Distributor shall receive [●]% of the net commission Toristy receives.
Net commission means the total commission earned after deduction of 4% transaction costs when Toristy is Merchant of Record.

If Distributor is Merchant of Record, transaction cost deduction is not applicable.
If Distributor operates under a Deposit-based structure (including Agency Hub Top-up), no transaction cost deduction applies and commission shall be calculated on the agreed net basis.

3.3 Settlement
When Toristy is MoR:
Commission payouts are made within forty-five (45) days after delivery of the Experience by the Experience Supplier.
When Distributor is MoR:
Retail Price minus Distributor's commission shall be transferred to Toristy on a monthly or bi-weekly basis depending on transaction volume.

4. SECURITY DEPOSIT

4.1 A refundable security deposit of USD/EUR/SEK [●] may be required at Toristy’s discretion.
Deposit is mandatory in all cases where Distributor is MoR and in cases where Top-up functionality or credit exposure exists.

4.2 The Deposit secures:
- Payment obligations
- Chargebacks
 - Refunds
 - Fraud losses
 - Supplier claims
- Regulatory penalties attributable to Distributor
 - Breach of Agreement
4.3 The Deposit operates as rolling security.
4.4 If Deposit falls below 50% of original value, Distributor must replenish within five (5) business days.
4.5 If the Deposit is deemed insufficient to cover short-term booking exposure, Toristy reserves the right to temporarily suspend new bookings.
4.6 Toristy may require an increase of Deposit based on:
 - Booking volume
 - Risk exposure
- Chargeback ratio
 - Payment behavior
4.7 Deposit may be retained up to ninety (90) days post-termination.
4.8 Deposit does not accrue interest.

5. CHARGEBACKS & FRAUD

5.1 In Toristy MOR model:
Toristy controls dispute handling.
 Distributor shall provide documentation within 48 hours upon request.
 Chargebacks attributable to Distributor sales conduct, fraud, misrepresentation, or customer handling shall be borne by Distributor.
5.2 In Distributor MOR model:
Distributor bears full chargeback risk.
Distributor shall indemnify Toristy against all payment disputes and related costs.
5.3 Toristy may immediately debit chargeback amounts from:
- Deposit
 - Outstanding commission
- Future settlements
5.4 If chargeback ratio exceeds 0.9% of gross transaction volume over a rolling 30-day period, Toristy may:
 - Require Increase of Deposit
 - Suspend Integration
 - Terminate Agreement

6. DATA PROTECTION & GDPR

6.1 The Parties acknowledge that personal data may be processed.
6.2 In Toristy MOR model:
Toristy acts as data controller for payment data.
Distributor acts as independent controller for its customer relationship.
6.3 In Distributor MOR model:
Distributor acts as controller.
 Toristy acts as processor only where necessary.
6.4 Each Party shall comply with GDPR (where applicable) and other relevant data protection laws.
6.5 Each Party shall implement appropriate technical and organisational security measures.

7. INTELLECTUAL PROPERTY

7.1 All rights, title and interest in the Toristy platform, API, widgets, systems, trademarks and content remain the exclusive property of Toristy.
7.2 Distributor may not:
- Reverse engineer
 - Copy
 - Modify
 - Create derivative works
 - Sub-license
 - Grant access to third parties 
without prior written consent.
7.3 Upon termination, all access rights immediately cease.

8. TAXES & VAT

8.1 In Toristy MOR model:
Toristy is responsible for VAT collection and remittance where applicable.
8.2 In Distributor MOR model:
Distributor is responsible for local VAT, sales tax and regulatory obligations.
8.3 Each Party is responsible for its own corporate income taxes.

9. REPRESENTATIONS & WARRANTIES

Each Party warrants that:
- It is duly authorised
- It complies with applicable laws
- Funds originate from lawful sources
- No malicious code will be transmitted
- It has sufficient rights in its systems to grant access contemplated herein

10. EXCLUSION OF CERTAIN WARRANTIES

THE INTEGRATION AND SERVICES ARE PROVIDED “AS IS”. TORISTY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Toristy does not warrant uninterrupted or error-free operation.

11. INDEMNIFICATION

11.1 Distributor shall indemnify Toristy against losses arising from:
•    Improper use of Integration
•    Breach of this Agreement
•    Chargebacks
•    Regulatory violations
•    Fraud

11.2 Toristy shall indemnify Distributor for losses arising from Toristy’s material breach.
“Loss” includes claims, damages, penalties and reasonable legal fees.

12. LIMITATION OF LIABILITY

12.1 Neither Party shall be liable for indirect or consequential damages.
12.2 Aggregate liability shall not exceed payments made during the six (6) months preceding the claim.
12.3 The limitation does not apply to fraud, wilful misconduct, IP infringement or confidentiality breach.

13. TERM AND TERMINATION

13.1 Initial Term: 12 months.
13.2 Automatic renewal unless terminated with 60 days’ notice before renewal date.
13.3 Immediate termination in case of insolvency, fraud, AML breach or chargeback threshold breach.

14. CONFIDENTIALITY

Confidential information remains protected during the Term and five (5) years thereafter. 

15. RELATIONSHIP

No partnership, joint venture or agency relationship is created.

16. ASSIGNMENT

Assignment requires written consent except to affiliates or successors. 

17. FORCE MAJEURE

Neither Party is liable for events beyond reasonable control.

18. GOVERNING LAW

This Agreement is governed by the laws of Sweden.
Disputes shall be resolved in the courts of Gothenburg, Sweden.