Partner Cooperation Agreement

Joynery — Template, 9 November 2026

Between: SUPPL FlexCo, Wildgartenallee 19/2, 1120 Vienna, FN 627322 h (“Platform”)

and: [Partner Name / Company], [Partner Address] (“Partner”)

1. What this is

You list experiences and deliver their sessions through Joynery. We support discovery, booking, and payment.

The contract for the booked session is concluded directly between the participant and the named Partner when the booking is confirmed. SUPPL acts solely as a disclosed intermediary in arranging the booking and payment. You remain responsible for delivering the booked session safely, lawfully, and as described.

Please note we reserve the right to decide who we partner with and what experiences are listed on Joynery.

An experience is an activity listed on Joynery. A session is a specific scheduled occurrence of an experience. A booking is a participant’s confirmed reservation for a session. Credits are the internal measure of a participant’s membership booking allowance.

2. Listings and payout

You set the market price for each experience. The VAT-inclusive founding payout is 80% of that market price.

You are responsible for keeping your market prices, availability, capacity, location, cancellation information, safety requirements, and experience descriptions accurate and up to date.

Prices listed on Joynery should reflect what you genuinely charge on the open market for the same or a substantially similar experience. We may ask for clarification, adjust a listing, or decline to publish a listing if a price appears inaccurate or misleading.

3. Listing content, edits, and translations

You may ask us to update your experience description, images, practical details, availability, or other listing information at any time. We will make reasonable updates as soon as practical, while we have the capacity to do so. You may otherwise use the provided Partner Dashboard to do so yourself.

Joynery may help create, format, shorten, edit, or translate listing content for clarity, consistency, search, and marketing. We will not intentionally change the substance of your experience without your approval.

If you provide listing content in only one language, you authorise us to create a translation, including by using translation tools or auto-translation. You remain responsible for reviewing translated content and telling us if anything is inaccurate.

4. Availability, bookings, and changes

You control which experiences you list, when their sessions take place, and how many places are available for each session.

SUPPL sends you confirmed participant bookings, and you deliver each booked session directly to the participant. The contract for the booked session is concluded directly between the participant and the named Partner when the booking is confirmed. SUPPL acts solely as a disclosed intermediary in arranging the booking, payment, and settlement. You do not receive, redeem, or accept the participant’s credits. Credits are used only by SUPPL to manage the participant’s membership limits.

If you cancel a session, no payout is due for bookings for that session. Material changes to a session with confirmed bookings must be submitted through the Platform. Participants may accept or reject them, and new bookings are paused while a change is open.

You are eligible for payout on a booking only after the booked session is delivered.

5. Payout and invoicing

For credit bookings, for each confirmed payout event, SUPPL pays the fixed euro consideration stated in the listing schedule. Under the founding rate, this is 80% of the experience’s market price, VAT inclusive. It is consideration for the Partner’s direct supply to the participant, paid by SUPPL in the name of and on behalf of the participant. It is independent of the participant’s credit balance and how SUPPL manages membership access.

Euro bookings. For bookings paid in euros, the full customer price is the price of the Partner’s session, including any VAT applicable to that session. Unless individually agreed otherwise in writing, SUPPL deducts a commission of 20% of the customer price, inclusive of any VAT applicable to SUPPL’s commission. The Partner remains responsible for any VAT on its own service. SUPPL transfers the remaining amount, less any separately agreed payout fees under §6. SUPPL’s commission invoice is included in the monthly payout statement.

For the same session and number of places, the Partner receives the same payout amount before separately agreed payout fees, whether the booking is paid with credits or euros. The Partner’s own VAT treatment may differ.

We may agree in writing, including by email, an individual payout rate for a specific listed experience. That rate replaces the standard payout rate for the experiences and period specified in that agreement.

Partners onboarded with listed experiences before 1 September may keep the payout rates already agreed for those experiences until 31 December (that is to say, all bookings on the sessions of those experiences will keep the previously agreed and documented payout, but any new experiences and sessions of those new experiences added after 1 September will already adopt the global 80% rate). You may switch to the 80% rate sooner by contacting us, if you like. After 31 December 2026, the global payout rate applies. SUPPL may change the founding rate in future with reasonable notice.

Subject to the no-show and late-cancellation rule in §7, cancelled bookings or bookings for undelivered sessions do not create a payout. A refund or chargeback after delivery does not reduce the payout unless the Partner caused the loss.

6. Payout timing and fees

Payouts are calculated monthly and paid once the eligible balance reaches €10. Smaller balances carry forward. For payouts through Stripe, only an actual external fee caused by that payout route may be deducted, once at cost.

If we agree to a manual bank payout, it is normally made within 14 business days after settlement and required checks are complete. SUPPL charges a fee of €2 plus VAT where applicable for each manual bank payout and deducts it from that payout. The fee covers any bank charges; no other payout fee is deducted from a manual bank payout.

If we believe a Partner has been paid too much, we will explain why and provide supporting information. We may withhold only the amount concerned. We will notify the Business, which has 14 full Europe/Vienna calendar days to appeal. An appeal pauses recovery. We do not automatically debit the Business bank account.

7. No-shows

If a Participant does not attend, or cancels after the free-cancellation deadline that applied to their booking (24 hours before the session, or 48 hours where you chose that for the experience), your agreed euro payout for that booking still applies.

SUPPL does not issue experience invoices in your name. You issue an invoice directly to the participant if legally required or validly requested. SUPPL pays on the participant’s behalf and sends you a payout statement, which is not an invoice.

8. Promotions and discounts

Joynery may run promotions, discounts, vouchers, campaigns, or other special offers.

If a promotion would reduce your payout or otherwise be borne by participating Partners, we will notify you in advance and explain the promotion terms. If you do not want to participate, you may pause, remove, or ask us to pause the affected listings for the promotion period. If you keep your listings active during that period, bookings made during the promotion may be subject to those terms.

Promotions funded entirely by Joynery do not reduce your Partner payout.

9. Your obligations

You must deliver sessions as described in the relevant experience listing, treat Participants respectfully, comply with applicable Austrian law, maintain any required trade licences, permissions, insurance, health and safety standards, and tax compliance, and tell us promptly about changes that affect listed experiences.

You are responsible for your venue, materials, equipment, staff, subcontractors, and the safe delivery of each session.

10. Participant data

You receive the booking reference, internal Participant ID, display name, booking status, seats, booking time and payment category needed to deliver the booked session. The roster does not include Participant email addresses or payment records. Do not use Participant data for marketing unless the Participant separately consents.

You are an independent data controller for Participant data you receive and must protect it appropriately.

11. Content and intellectual property

You grant Joynery a non-exclusive, royalty-free licence to use your business name, logo, experience descriptions, images, listing content, public profile information, and approved translations to operate, promote, and improve the Platform.

Each party keeps its own pre-existing intellectual property. After termination, we may keep limited archival copies where needed for legal, accounting, dispute, or platform integrity purposes.

12. Reviews

Participants may rate and review your experiences publicly. We may moderate reviews for policy violations, abuse, unlawful content, or clear irrelevance. You may respond through the Platform where that feature is available.

13. Liability

Each party is liable for its own wilful or negligent acts under Austrian law.

You indemnify Joynery against claims arising from your breach of this Agreement, your delivery of sessions, Participant injuries during those sessions, unlawful or misleading listing content you provide, or your failure to comply with applicable laws, licences, insurance, or tax obligations.

14. Term and termination

This Agreement runs for an indefinite term. Either side may terminate with 30 days’ written notice by email.

Removing or pausing experiences does not by itself end this Agreement. Termination requires written notice. Bookings for sessions already delivered remain payable. Future bookings must be honoured or cancelled through the Platform so affected Participants receive replacement credits.

We may suspend listings or terminate this Agreement immediately for material breach, fraud, safety concerns, repeated cancellations, serious Participant complaints, unlawful conduct, misleading pricing, misuse of Participant data, or conduct that could materially harm Participants, Partners, or Joynery.

15. Payout, fee, and pricing changes

We may change the payout rate or other commercial terms in future, including the standard global payout rate and individually negotiated payout rates. We will give reasonable notice before a material change takes effect.

Changes will not affect bookings already confirmed before the effective date of the change, unless required by law, payment-provider rules, or a necessary operational correction.

If you do not agree with a material change, you may remove your experiences from the Platform or terminate this Agreement before the change takes effect. If you continue using the Partner Platform after the change takes effect, this will count as acceptance of the updated Agreement.

16. The rest

This is the entire agreement between the parties for Partner participation on Joynery. Individually agreed amendments must be made in writing, and email is sufficient. General updates to this Agreement are made as described above.

Austrian law applies, excluding CISG. Jurisdiction is Vienna, unless mandatory law provides otherwise. Confidential information must remain confidential for 2 years after termination. If any clause is invalid, the rest remains valid and the invalid clause is replaced by the closest valid equivalent.

Acceptance: This Agreement may be signed by both parties, but signature is not required for it to be binding. A Partner accepts this Agreement by accepting it through the Platform or by offering experiences after receiving access to it, including by authorising Joynery to publish a listing on the Partner’s behalf.