Supplier Terms and Conditions (Partner Agreement)

Contracting Parties

This English translation is provided for convenience only. Legally binding is exclusively the German version of these Supplier Terms and Conditions, published at mallorca.com/de/anbieter-agb.

These General Terms and Conditions for Suppliers (Partner Agreement) apply between

MenzeMedia.de GmbH, Am Wunderhügel 27, 58644 Iserlohn, Germany, registered in the commercial register of the Local Court of Iserlohn under HRB 6785, legally represented by its managing director Frank Menze, VAT ID DE290851295 — hereinafter the "Platform" or "mallorca.com" —

and

the business registered on the Platform — hereinafter the "Supplier" —

— the Platform and the Supplier hereinafter each a "Party", together the "Parties" —

§ 1 Scope, Subject Matter

(1) These Supplier Terms govern the legal relationship between the Platform and the Supplier concerning the promotion, brokerage and booking-related processing of the Supplier's experience offers (guided tours, boat trips, tastings, tickets and comparable leisure and experience services, hereinafter "Experiences") via the platform mallorca.com.

(2) When concluding and performing this agreement, the Supplier acts exclusively as an entrepreneur within the meaning of § 14 of the German Civil Code (BGB). This agreement is not directed at consumers. §§ 305 et seq. BGB (review of standard terms) apply in commercial transactions subject to the qualifications provided for therein.

(3) Deviating, conflicting or supplementary terms and conditions of the Supplier only become part of the agreement if and to the extent the Platform has expressly consented to their application in text form. This consent requirement also applies where the Platform renders services without reservation in knowledge of the Supplier's terms.

(4) The version of these Supplier Terms in force at the time of the booking of the individual Experience is decisive.

§ 2 Definitions

• "Customer": the end customer who purchases a voucher for an Experience of the Supplier via the Platform.
• "Voucher": the proof of entitlement for an Experience purchased by the Customer and to be redeemed with the Supplier. Vouchers may be dated (fixed date/period already agreed at booking, "Class A") or undated (no fixed date at purchase, to be redeemed later, "Class B").
• "Redemption": the use or performance of the Experience by the Customer with the Supplier, documented by the QR code scan performed by the Supplier in the Platform system or the corresponding redemption confirmation.
• "Date": the day or period of performance agreed for a dated Experience.
• "Retail Price": the gross end price paid by the Customer for the Voucher.
• "Payment Service Provider": the payment service provider engaged by the Platform (currently Stripe Payments Europe, Ltd. / Stripe Connect).
• "No-Show": the Customer does not appear at the agreed date without this being attributable to the Supplier.

§ 3 Role of the Platform — Intermediary, Contractual Relationships

(1) The Platform acts exclusively as an intermediary. It acts in the name of and for the account of the Supplier (disclosed commercial agent). The Platform is not the organiser, service provider or reseller of the Experiences.

(2) The service contract for the Experience is concluded exclusively and directly between the Customer and the Supplier. The Supplier is the Customer's sole contractual partner with respect to the performance, quality and warranty of the Experience. The Platform does not become a party to the service contract.

(3) Vis-à-vis the Customer, the Platform is a contractual partner only with respect to (a) the brokerage of the booking, (b) the issuance and administration of the Voucher and (c) the collection of the purchase price as a collection/paying agent in the name of and for the account of the Supplier. Payment by the Customer via the payment channel provided by the Platform has a debt-discharging effect vis-à-vis the Supplier; upon successful payment to the Platform (or the engaged Payment Service Provider), the Customer has fulfilled their payment obligation towards the Supplier.

(4) The Supplier is the merchant of record of the Customer payment. The payment collection is technically processed via the Supplier's account with the Payment Service Provider (Stripe Connect setup: on_behalf_of = Supplier; separate charges & transfers). The Supplier acknowledges that it thereby qualifies as the payment-receiving merchant in relation to the Payment Service Provider. The Platform is entitled to use the Payment Service Provider and any sub-service providers (PSP) for collection in the name of the Supplier.

(5) The intermediary role is transparently disclosed on the Platform and in the booking process. The Supplier undertakes not to use any representation in its own communication that makes the Platform appear as the service provider or organiser.

§ 4 Registration, Identity and Legal-Notice Information

(1) The Supplier is obliged to provide complete, correct and current information upon registration and throughout the term of the agreement, in particular:

• full company name / name and legal form,
• an address at which service of process can be effected (registered office / establishment),
• legal representatives,
• commercial/trade register entry or the Spanish equivalent (e.g. NIF/CIF, Registro Mercantil) where available,
• tax identification number (for Spanish suppliers: NIF; for natural persons additionally the date of birth) — mandatory for compliance with the reporting obligations under the German Platform Tax Transparency Act (PStTG/DAC7, § 14 (4)) — as well as the VAT ID (NIF-IVA) where available (§ 5 (1) no. 6 of the German Digital Services Act, DDG); this information is collected for internal settlement, tax and reporting purposes and is not displayed publicly,
• contact details (email, phone),
• all mandatory particulars required for a lawful legal notice / supplier identification,
• existing official permits, licences, concessions and proof of insurance to the extent required for the respective Experience (e.g. nautical licences, passenger transport, catering/serving of alcohol).

(2) The Supplier indemnifies the Platform against all third-party claims arising from its identity, legal-notice or permit information being incorrect, incomplete or outdated (see also § 13).

(3) The Supplier shall notify changes to the aforementioned information without undue delay, at the latest within 7 days, via the supplier dashboard or in text form. The Platform is entitled to adopt and display the information required for mandatory marketplace disclosures towards consumers from this information. For supplier identification in the listing, at least the full name or company name and an address at which service of process can be effected are displayed for all commercial suppliers — including sole traders and Spanish autónomos. The Supplier's VAT ID is not displayed (§ 5 (1) no. 6 TMG: only "where available"; Spanish autónomos regularly do not hold a NIF-IVA).

(4) The Supplier warrants that it is legally authorised and adequately insured to perform the offered Experiences. It maintains appropriate and customary business/liability insurance for the respective activity and provides the Platform with evidence thereof upon request.

§ 5 Experience Offers, Content, Listing

(1) The Supplier provides the content required for the listing (descriptions, scope of services, inclusions/exclusions, meeting point, duration, participation requirements, "not suitable for" notices, prices, availability, validity of the Vouchers) in a correct, complete, current and legally compliant manner.

(2) The Supplier warrants that the provided content (texts, images, trademarks) is free of third-party rights or that it holds the required usage rights, and grants the Platform a simple, non-exclusive right of use, limited in space and time to the term of the agreement (plus a reasonable run-off period for archiving/evidence and settlement purposes), free of charge, to promote and display the Experiences on the Platform and in its marketing channels.

(3) The Platform is entitled to editorially prepare listings, to translate them (DE/EN/ES/CA) and to determine the ranking according to objective criteria. No specific placement, visibility or booking volume is owed.

(4) The Supplier keeps availability and prices up to date. Overbookings and the offering of unavailable dates are not permitted.

§ 6 Performance Obligation & Quality of the Supplier

(1) The Supplier is obliged to perform every booked Experience towards the Customer completely, free of defects and in the advertised quality. The service described in the listing is decisive.

(2) The Supplier performs the Experiences with the diligence of a prudent businessperson, in compliance with all applicable legal, safety, health and consumer-protection requirements (in particular at the place of performance, Spain/Mallorca), and maintains the required permits, insurance and safety standards.

(3) The Supplier is the sole obligor of the service towards the Customer and bears the warranty as well as the liability for disruptions of performance, property damage and personal injury in connection with the performance of the Experience. This liability cannot be shifted to the Platform vis-à-vis the Customer.

(4) If the Supplier cannot perform a booked Experience, or cannot perform it in conformity with the contract (e.g. cancellation, postponement, defective performance), it shall inform the Customer and the Platform without undue delay and mark this in the supplier dashboard. The resulting refund consequences are governed by §§ 10–12.

(5) The Supplier designates a reachable contact person for the duration of the performance of the Experience and responds to Customer and Platform enquiries within 24 hours.

(6) Invoice to the Customer. As the service provider, the Supplier is obliged to issue to the Customer, upon the Customer's request, an invoice for the full Retail Price of the Experience that complies with the tax requirements at the place of performance (cf. § 14 (1) and (3) lit. a). The Platform, as intermediary, does not issue a tax invoice for the Experience. If the Supplier fails to issue an invoice requested by the Customer despite a reminder, this is deemed a non-conforming performance; § 12 (liquidated damages) applies accordingly.

§ 7 Voucher, Redemption, Validity

(1) After a successful booking, the Platform issues a Voucher to the Customer in the name of the Supplier and provides the Supplier with the information required for redemption (code/QR).

(2) The Supplier is obliged to redeem valid Vouchers and to maintain correct status records (redemption/partial redemption) via the system provided by the Platform (QR scan/confirmation). Double or excess redemptions are excluded. The redemption documented in the Platform system is at the same time the triggering event for the payout under § 9.

(3) Period of validity. Undated Vouchers are valid for three years (36 months), calculated from the end of the calendar year in which the Voucher was purchased. This period follows the regular German limitation period (§§ 195, 199 BGB) and the market practice of comparable platforms (three-year expiry). An "unlimited" validity is not granted. A shorter period is only permissible with a documented objective reason and only to the extent it does not unreasonably disadvantage the Customer (§ 307 BGB); otherwise the aforementioned period applies. For dated Experiences, the performance obligation is determined by the agreed date.

(4) The Supplier may not make the redemption of a valid Voucher conditional on additional payments or conditions not stated in the listing. The Customer has no claim to a cash payout of the Voucher value.

§ 8 Prices, Commission and Fees

(1) The Supplier sets the Retail Price of its Experiences unless agreed otherwise. The Retail Price includes the statutory taxes applicable at the place of performance.

(2) For the brokerage and processing services of the Platform, the Supplier owes a commission of 20% of the Retail Price per brokered and non-cancelled booking, plus any statutory VAT on the commission. A deviating commission rate only applies to the extent it has been expressly agreed between the parties in text form; it then follows from that agreement or from Annex 1 (Anlage 1) and is additionally displayed to the Supplier in the supplier dashboard. The rate displayed applies to bookings made from the time it was agreed; bookings already concluded remain unaffected.

(3) The payment-processing fees of the Payment Service Provider are covered by the commission. Separate listing or premium-placement fees may only be charged based on a separate agreement (Annex 1 / Anlage 1).

(4) The commission and any further fees are set off against, or withheld from, the payout pursuant to § 9. The Platform settles via the credit-note procedure: it states to the Supplier, per redemption, the settlement data (Retail Price, withheld commission plus any tax thereon, and payout amount) in text form; the Supplier may object to a settlement within 14 days of receipt, otherwise it is deemed approved. A monthly summary settlement statement, listing all redemptions of the month with gross amounts (Retail Prices), withheld commission plus any tax thereon and the payout amounts, will be made available to the Supplier via the supplier dashboard as soon as this function is available there; until then, the Platform provides the aforementioned settlement data to the Supplier upon request in text form (e.g. by email). The statement serves the Supplier's bookkeeping and does not affect the payout mechanism under § 9 (transaction-based upon redemption).

(5) The commission claim arises upon fulfilment of the payout conditions under § 9 (redemption or an event treated as equivalent to it). If the booking is fully cancelled or refunded before the service is performed, the commission claim lapses; in the case of a partial refund, it lapses proportionately for the refunded amount.

§ 9 Payout to the Supplier (exclusively after Redemption)

(1) Principle: payout only for performed services. The amount due to the Supplier (Retail Price less commission and fees pursuant to § 8) is paid out exclusively after redemption of the Voucher on site. The decisive triggering event is the redemption performed by the Supplier in the Platform system (QR code scan/confirmation), which documents the performance of the Experience. A payout at the time of booking, or merely due to the passage of time from the purchase date, does not take place. There is no payout claim for services not yet performed.

(2) Payout timing. The payout is triggered automatically after the redemption event and is generally completed within 3 business days, however at the earliest after the expiry of any withdrawal or cancellation window (§ 10). For undated Vouchers (§ 10 (3), second bullet), the amount due to the Supplier is held until the expiry of the 14-day withdrawal period — even if the Customer has already redeemed the Voucher within that period. An early payout within the running withdrawal period (in particular based on an early expiry of the withdrawal right pursuant to § 356 (4) BGB) deliberately does not take place. This buffer serves the handling of withdrawals, short-term complaints and chargeback risks.

(3) No-show for dated Experiences. If the Customer does not appear at the date of a dated Experience (no-show) and the Customer has no refund claim under the applicable cancellation rule (§ 10), the Supplier's demonstrably maintained readiness to perform is treated as equivalent to redemption; the payout is triggered after the date and is generally completed within 3 business days. The Supplier marks the no-show in the Platform system.

(4) Expiry without redemption. If a Voucher is not redeemed by the end of its validity (§ 7 (3)) and no case under paragraph 3 exists, no payout claim of the Supplier arises from that Voucher. The treatment of the amount paid by the Customer is governed by §§ 10–12, the customer terms and the statutory provisions.

(5) The payout is made exclusively via the Payment Service Provider (the Supplier's Stripe balance). Customer funds are not routed through an own account of the Platform.

(6) A precondition for every payout is that no substantiated refund, cancellation, withdrawal, complaint or chargeback case is open and that the Supplier maintains a fully verified account capable of receiving payouts. Delays resulting from missing verification or incorrect account data of the Supplier are the Supplier's responsibility.

(7) Before the payout conditions are met, the Supplier has no payout claim; until then, the amounts are held as "held" with the Payment Service Provider.

§ 10 Cancellation, Withdrawal and Refunds vis-à-vis the Customer

(1) Platform cancellation rule (default). Unless the Supplier has stored a deviating cancellation rule that is clearly stated in the listing and at least equally favourable for the Customer, the Platform's default cancellation rule applies: free cancellation up to 24 hours before the date (full refund); no refund for cancellations less than 24 hours before the date and for no-shows. For undated Vouchers, the withdrawal right under paragraph 3 remains unaffected.

(2) Consumer-friendly conflict rule. If the Supplier's cancellation rule and the Platform's default rule differ, the rule more favourable to the Customer applies in the relationship with the Customer.

(3) Statutory withdrawal right. To the extent the Customer has a statutory withdrawal right, the Supplier, as the party to the service contract, is the addressee of the withdrawal; the Platform provides the required instruction, form and processing functions and technically processes the refund. The following applies:

• Dated Experience (fixed date/period at booking): The withdrawal right is excluded pursuant to § 312g (2) no. 9 BGB (exception for leisure services with a fixed performance date; cf. German Federal Court of Justice VIII ZR 317/21, ECJ C-96/21). The Customer is clearly informed of this in the booking process. Any cancellation/return right granted nonetheless is voluntary goodwill under the applicable cancellation rule (para. 1/2), not a statutory withdrawal.
• Undated Voucher (no fixed date at purchase): A 14-day withdrawal right exists (§ 312g (1) in conjunction with § 355 BGB), calculated from the conclusion of the contract (purchase of the Voucher). The Platform provides in the customer process the proper withdrawal instruction, the model withdrawal form (Annex 4 / Anlage 4) and the electronic withdrawal button pursuant to § 356a BGB. The refund of the amount paid is made within 14 days of receipt of the withdrawal via the same payment method.

(4) The Supplier acknowledges that the Platform may trigger refunds to Customers to the extent that (a) a statutory refund obligation exists, (b) the applicable cancellation rule so provides, or (c) the Supplier has not performed the Experience in conformity with the contract. The financial consequences of such refunds are borne internally by the Supplier in accordance with §§ 11–12.

(5) The Supplier informs the Platform without undue delay of all cancellation, withdrawal or refund requests received directly from Customers and does not carry out direct refunds outside the Platform system unless expressly coordinated.

(6) If the Supplier cancels an Experience or if it becomes impossible to perform due to force majeure, the amount paid is refunded to the Customer; any further claims of the Customer are directed against the Supplier (cf. § 6, § 13).

§ 11 Chargebacks, Clawback, Reversal, Reserve, Set-off

(1) Charging the Supplier. All refunds, cancellations, withdrawals, chargebacks and other reversals attributable to circumstances for which the Supplier is responsible (non-performance, defective performance, cancellation, no-show dispute resolved against the Supplier, incorrect information) are economically borne by the Supplier.

(2) Before payout. If a refund case occurs before the amount due to the Supplier has been paid out, the refund is processed directly from the withheld amount; to that extent, no payout claim arises. Since the payout only occurs after redemption and after the expiry of the withdrawal period (§ 9), refunds before performance regularly concern withheld amounts only.

(3) After payout (reversal/clawback). If the amount has already been paid out to the Supplier, the Platform is entitled to reclaim the corresponding amount and/or to reverse it via the Payment Service Provider as a transfer reversal from the Supplier's balance. The Supplier grants the Platform a right of set-off, retention and reclaim for this purpose and consents to corresponding reversals via the Payment Service Provider.

(4) Reserve / security retention. The Platform is entitled to set up a reserve (connected reserve) or security retention with the Payment Service Provider to cover refund and chargeback risks. The reserve amounts to up to 10% of the rolling payout volume and is released as soon as the underlying risks have lapsed, at the latest 90 days after the respective redemption event. Due to the payout occurring only after redemption (§ 9), the remaining reserve risk is regularly low.

(5) Set-off against future payouts. The Platform may set off open reclaims against future payout claims of the Supplier. If the Supplier's balance is insufficient, the Supplier is obliged to settle the shortfall within 14 days of being requested to do so.

(6) Ultimate liability for negative balances. The Parties are aware that the ultimate liability for a negative balance vis-à-vis the Payment Service Provider may remain with the Platform and cannot be fully shifted to the Supplier by contract. In the internal relationship, the Supplier nevertheless bears all refund, reversal and default amounts caused by circumstances for which it is responsible and indemnifies the Platform to that extent (§ 13).

(7) Partial refund. In the case of partial refunds, the redeemable Voucher value is reduced by the refunded amount; the Supplier may only treat the remaining value as paid and accordingly only redeems the remaining value. The Platform adjusts the Voucher status accordingly; in case of doubt, the Supplier coordinates with the Platform before redemption. Any service exceeding the remaining value is not deemed paid via the Platform.

§ 12 Liquidated Damages in Case of Supplier Fault

(1) If the Supplier fails to perform a booked Experience, or fails to perform it in conformity with the contract, for reasons for which it is responsible (in particular short-notice cancellation, non-appearance of the Supplier, defective performance), it owes the Platform — notwithstanding the full refund to the Customer pursuant to § 11 — liquidated damages for the additional effort incurred (customer service, rebooking, reputational damage) in the amount of 25% of the Retail Price of the affected booking.

(2) The liquidated damages may be set off against payout claims of the Supplier or deducted from the payout amount.

(3) The Supplier remains entitled to prove that no damage occurred at all or that the damage is substantially lower. The Platform remains entitled to prove a higher actual damage.

§ 13 Liability and Indemnification of the Platform

(1) Delimitation of liability. The Platform is not liable for the performance, quality, safety or freedom from defects of the Experiences; these are solely the Supplier's responsibility (§§ 3, 6). The Platform owes exclusively the proper brokerage and processing service.

(2) Indemnification. The Supplier indemnifies the Platform against all third-party claims (in particular by Customers, authorities or other third parties) resulting from the performance or non-performance of the Experiences, from property damage or personal injury, from the breach of the Supplier's statutory obligations, from incorrect or incomplete information (§ 3, § 5) or from the infringement of third-party rights by provided content. The indemnification includes the reasonable costs of legal defence.

(3) Liability of the Platform — statutory limits. The Platform is liable without limitation for intent and gross negligence as well as for damage resulting from injury to life, body or health. In the case of slightly negligent breach of material contractual obligations (cardinal obligations), the Platform's liability is limited in amount to the typical, foreseeable damage. Otherwise, the Platform's liability for slight negligence is excluded. Liability under mandatory statutory provisions (in particular the German Product Liability Act) remains unaffected.

(4) A disclaimer of the Platform's liability for its own fault beyond the aforementioned limits is not intended and is deemed not agreed.

§ 14 Taxes

(1) The Supplier is solely responsible for the proper tax treatment (in particular VAT at the place of performance) of its Experiences and for issuing any invoices to the Customer. The Supplier itself remits the taxes included in the Retail Price.

(2) The Platform invoices its commission and other fees plus any statutory VAT or states them in the settlement (credit-note procedure, § 8 (4)). For Suppliers not established in Germany (in particular Suppliers established in Spain), the commission is settled net without German VAT; the tax liability for the brokerage service passes to the Supplier as the recipient of the service (reverse charge, Art. 44, 196 of the EU VAT Directive; for Spain: inversión del sujeto pasivo, Art. 84.Uno.2º Ley 37/1992). The Supplier is obliged to declare the tax on the commission in its state of establishment itself and to notify the Platform of its VAT ID (NIF-IVA) valid for intra-Community services or — where not yet available — to arrange for its registration; the Platform reports the commission turnover in its EC Sales List.

(3) The Vouchers sold via the Platform relate to a specifically designated Experience at a known place of performance with a known tax rate and are therefore regularly to be classified for VAT purposes as single-purpose vouchers within the meaning of § 3 (14) of the German VAT Act (UStG; Art. 30a (2), 30b (1) of the EU VAT Directive): the VAT/IVA on the Experience already arises upon issuance/sale of the Voucher. Since the Platform issues the Vouchers in the name of the Supplier, the issuance is deemed a supply by the Supplier (Art. 30b (1) subpara. 2 EU VAT Directive; German VAT circular UStAE 3.17 (4)). It follows in particular that: (a) the taxable amount of the tax owed by the Supplier is the full Retail Price paid by the Customer (gross value), not the payout amount reduced by the commission; (b) the Platform notifies the Supplier of the issuance date of each Voucher via the supplier dashboard or the booking record, so that the Supplier can remit the tax for the correct period; (c) the tax calculation and the issuance of the customer invoice are automated already at purchase via the Supplier's payment account (Stripe: tax liability and invoice issuer = Supplier). The accounting implementation is the Supplier's responsibility; the Supplier clarifies it with its tax adviser. Should a multi-purpose voucher exceptionally exist for future product forms, the Supplier likewise bears responsibility for the correct treatment.

(4) German Platform Tax Transparency Act (DAC7). The Platform is a reporting platform operator within the meaning of the PStTG (implementing Directive (EU) 2021/514 — "DAC7"). The Supplier, as a provider of personal services, is a reportable seller without a de-minimis threshold. The Supplier is obliged to provide the Platform with the statutorily required information completely and correctly and to keep it current, in particular: full name/company name, address, tax identification number (for Spanish suppliers: NIF) including the issuing member state, VAT ID where available, commercial register number where available, and for natural persons the date of birth. The Platform reports the remuneration paid or credited to the Supplier (less withheld commissions and fees) together with the aforementioned data annually by 31 January of the following year to the German Federal Central Tax Office (BZSt); from there, the exchange with the Spanish tax administration (AEAT) takes place. If the Supplier fails to provide the required information despite two reminders, the Platform is entitled and, where applicable, legally obliged to withhold payouts and/or to block the Supplier account (§ 23 (2) PStTG).

§ 15 Bundling Prohibition (Tour-Operator / Package-Travel Law)

(1) The Supplier may not offer or promote via the Platform any services which, in combination with other travel services (in particular transport, accommodation, rental cars), could constitute a package tour or linked travel arrangement within the meaning of §§ 651a et seq. BGB.

(2) Prohibited are in particular the bundling of several travel services at a total price as well as any arrangement that would trigger a consent-requiring tour-operator setup (with insolvency protection and security certificate, § 651r BGB). Also prohibited is the brokerage of further travel services which, within 24 hours after booking of the Experience, results in a linked travel arrangement.

(3) If the Supplier violates this, the Platform is entitled to remove the affected offers immediately and to block the Supplier; the Supplier indemnifies the Platform against any resulting claims.

§ 16 Data Protection / Processing on Behalf

(1) The Parties process personal data of Customers in the course of the performance of the agreement each as independent controllers within the meaning of Art. 4 no. 7 GDPR. Each Party complies with data-protection requirements on its own responsibility. No joint controllership (Art. 26 GDPR) is established.

(2) To the extent one Party processes personal data on behalf and under the instructions of the other in an individual case, the Parties conclude a separate data processing agreement (DPA) pursuant to Art. 28 GDPR; within its scope, it takes precedence over these terms (Annex 2 / Anlage 2, if applicable).

(3) The Supplier uses the customer data transmitted to it for the performance of the agreement exclusively for the performance and redemption of the specific Experience and for compliance with statutory obligations. Any use beyond that, in particular for own advertising purposes, is only permitted with the Supplier's own legal basis and not to the detriment of the Platform.

(4) Data-protection incidents affecting customer data from the contractual relationship are reported by the affected Party to the other without undue delay.

§ 17 Term and Termination

(1) The agreement commences upon activation of the Supplier account and runs for an indefinite period.

(2) Either Party may terminate the agreement ordinarily with 30 days' notice to the end of a month in text form.

(3) The right to extraordinary termination for good cause remains unaffected. Good cause for the Platform exists in particular in the case of: repeated non-performance or defective performance of Experiences, incorrect identity/mandatory information, violation of the bundling prohibition (§ 15), substantial customer complaints/chargeback rates or default with repayment obligations.

(4) Settlement after the end of the agreement. Upon termination of the agreement, the following applies:

• Experiences already booked but not yet performed and valid Vouchers not yet redeemed remain to be fulfilled by the Supplier until the end of their validity (§ 7 (3)), to the extent a performance obligation exists towards the Customer. If the Supplier cannot or does not wish to fulfil them, the affected Customer is refunded the amount paid; the Platform is entitled to reclaim or set off the refunded amount from the Supplier in accordance with § 11 (clawback).
• The payout to the Supplier occurs also after the end of the agreement exclusively after redemption (§ 9).
• Open reclaims, reversals, reserves and liquidated-damages claims continue to exist and are settled; corresponding amounts may be withheld until final clarification.
• The Platform discontinues or deactivates the Supplier's listing upon the termination taking effect.

(5) §§ 9, 11, 12, 13, 14, 16 and the final provisions survive the end of the agreement to the extent consistent with their purpose.

§ 18 Blocking and Suspension

(1) The Platform is entitled to temporarily block individual offers or the entire Supplier account, or to withhold payouts, where there is a substantiated suspicion of legal violations, deception, substantial performance defects, an increased chargeback/complaint rate or a risk to Customers or the Platform.

(2) The Platform informs the Supplier of the block and its reasons, unless legal or security-related reasons prevent this. The block is lifted as soon as the reason has lapsed.

§ 19 Final Provisions

(1) Choice of law. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) Place of jurisdiction. The exclusive place of jurisdiction for all disputes arising from or in connection with this agreement is — to the extent the Supplier is a merchant, a legal entity under public law or a special fund under public law — Iserlohn (registered office of MenzeMedia.de GmbH). Mandatory statutory places of jurisdiction remain unaffected.

(3) Amendments to these terms. The Platform may amend these Supplier Terms with effect for the future. Amendments are communicated to the Supplier in text form with 30 days' notice before they take effect. If the Supplier does not object within 30 days, or continues to use the Platform after the amendments take effect, the amended terms are deemed accepted; this consequence is separately pointed out in the notification. The right of termination remains unaffected.

(4) Text form. Amendments and supplements to this agreement require text form. This also applies to the waiver of this text-form requirement.

(5) Assignment. The Supplier may only transfer rights and obligations under this agreement to third parties with the Platform's prior consent in text form.

(6) Set-off/retention. The Supplier may only set off against claims of the Platform with counterclaims that are undisputed or established by final judgment.

(7) Severability. Should a provision of this agreement be or become invalid, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by the statutory rule.

Annexes

• Annex 1 (Anlage 1): Commission and fee overview (standard commission rate 20%, § 8 (2); only required for individual deviations and any premium fees)
• Annex 2 (Anlage 2): Data processing agreement (DPA) — if applicable
• Annex 3 (Anlage 3): Reserve/payout modalities of the Payment Service Provider — if separate
• Annex 4 (Anlage 4): Withdrawal instruction and model withdrawal form (undated Vouchers)

Annex 4 (Anlage 4) — Withdrawal Instruction and Model Withdrawal Form (undated Vouchers)

This instruction applies to undated Vouchers (purchase without a fixed date). For dated Experiences, no withdrawal right exists pursuant to § 312g (2) no. 9 BGB; instead, the Customer receives a corresponding notice in the booking process about the non-existence of the withdrawal right.

Withdrawal instruction

Right of withdrawal. You have the right to withdraw from this contract within fourteen days without giving any reason. The withdrawal period is fourteen days from the day of the conclusion of the contract (purchase of the Voucher).

To exercise your right of withdrawal, you must inform us — the Supplier (full company name and serviceable address as stated in the supplier identification of the respective listing), whose withdrawal and refund processing is technically provided by the platform mallorca.com of MenzeMedia.de GmbH, Am Wunderhügel 27, 58644 Iserlohn, Germany (email: support@mallorca.com) — by means of a clear declaration (e.g. a letter sent by post or an email) of your decision to withdraw from this contract. You may use the attached model withdrawal form, which is, however, not mandatory. You may also exercise the withdrawal via the withdrawal button provided on the Platform (electronic withdrawal button pursuant to § 356a BGB). To meet the withdrawal deadline, it is sufficient that you send the notification of the exercise of the right of withdrawal before the expiry of the withdrawal period.

Consequences of withdrawal. If you withdraw from this contract, we must repay you all payments we have received from you without undue delay and at the latest within fourteen days from the day on which the notification of your withdrawal from this contract was received by us. For this repayment, we use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged any fees for this repayment.

Model withdrawal form

(If you wish to withdraw from the contract, please fill in this form and return it.)

— To the Supplier (company name and address as stated in the listing), c/o mallorca.com — MenzeMedia.de GmbH, Am Wunderhügel 27, 58644 Iserlohn, Germany, email: support@mallorca.com: — I/we () hereby withdraw from the contract concluded by me/us () for the purchase of the following Voucher / the provision of the following service (): — Ordered on () / received on (*): — Name of the consumer(s): — Address of the consumer(s): — Signature of the consumer(s) (only for notification on paper): — Date:

(*) Delete as appropriate.