Acqua Travel eSIM Platform — Reseller Terms

1. Parties, scope and definitions

1.1 These Reseller Terms (the "Terms") are an agreement between Acqua Telecom, Forchwaldstrasse 30a, 6318 Walchwil, Switzerland ("Acqua", "we") and the company named in the approved application (the "Reseller", "you"). They apply from the moment Acqua approves your application.

1.2 Acqua operates the Acqua Travel eSIM platform (the "Platform"): a branded online shop, a partner portal, wholesale access to travel data eSIMs from Acqua's network suppliers, and related tools. You may resell travel eSIMs to your own customers under your own brand through the Platform.

1.3 Definitions:

• eSIM — a travel data eSIM profile and the data package attached to it.
• End Customer — a person who buys an eSIM from you.
• Wholesale Price — the price Acqua charges you for each eSIM or package, shown in the partner portal.
• Wallet — your prepaid balance with Acqua, from which Wholesale Prices are paid.
• Shop — the branded storefront Acqua hosts for you, at <your-name>.shop.acquatelecom.com or a domain you control.
• Data Processing Agreement or DPA — the agreement at acquatelecom.com/legal/dpa, which forms part of these Terms.

1.4 These Terms, the DPA, the fees confirmed at approval and the price list in the partner portal form the whole agreement. If they conflict, the order of priority is: DPA (for personal data), these Terms, the price list.

2. Application, approval and onboarding

2.1 You apply online and confirm that the information you give is true, that you are a registered business, and that the person applying may bind the company.

2.2 Acqua reviews every application and may approve or refuse it at its sole discretion, without giving reasons. Nothing is sold and no Shop goes live until Acqua approves the application in writing (including by email or in the portal).

2.3 After approval you must:

1. pay the Setup Fee and the Deposit (clause 3);
2. complete Stripe's verification of your business and connect a Stripe account to the Platform, so that you can take payments from End Customers;
3. set up your Shop: brand name, logo, colours, prices, support contact and your own customer-facing terms, privacy notice and refund policy.

2.4 Your Shop goes live once all three steps are complete. Acqua may run further checks at any time, including know-your-business and sanctions checks, and you will provide the information reasonably requested.

3. Fees, Deposit and Wallet

3.1 Setup Fee. USD 20,000 for the partner portal and the branded Shop, payable once after approval. The Setup Fee is non-refundable once your Shop has been set up, except where Acqua terminates under clause 8.4 before the Shop goes live.

3.2 Deposit. An amount equal to two (2) months of your forecast purchases from Acqua, as stated in your application, with a minimum of USD 10,000. The Deposit is credited to your Wallet and is used to pay Wholesale Prices.

3.3 Wholesale Prices. Each eSIM, package, top-up or reissue you sell is charged at the Wholesale Price applicable at the time of sale. Acqua may change Wholesale Prices on 14 days' notice in the portal or by email; a change caused by a supplier's price change may apply sooner, on the notice Acqua itself receives.

3.4 Wallet. Wholesale Prices are deducted from your Wallet when the eSIM or package is issued. If the Wallet balance is insufficient, the Platform will stop issuing eSIMs until you top up. You are responsible for keeping enough balance to serve your End Customers. Top-ups are paid by card or bank transfer and credited when the funds are received.

3.5 Minimum balance. If your sales grow, Acqua may ask you to raise the Wallet balance to two months of your actual purchases over the previous three months.

3.6 Retail prices. You set your own retail prices. You may not sell below the Wholesale Price.

3.7 Currency and taxes. All amounts are in US dollars and exclude VAT and other taxes. You pay any taxes due on amounts invoiced by Acqua, and you are solely responsible for VAT, sales tax and other taxes on your sales to End Customers. Payments must be made without deduction or withholding; if a deduction is required by law, you will gross up the payment.

3.8 Statements. The portal shows your Wallet movements in real time. Acqua issues a monthly statement. Any dispute must be raised within 30 days of the statement, or it is treated as accepted.

4. Your obligations

4.1 Merchant of record. You sell to End Customers in your own name, through your own Stripe account. You are responsible for your customer-facing terms, privacy notice, refund policy, consumer-protection law, invoicing, chargebacks and refunds. Acqua is not a party to your contract with End Customers, except for subscriptions billed by Acqua Travel under clause 5.3.

4.2 First-line support. You provide first-line (L1) support to End Customers: questions, installation help, refunds and complaints, using the self-help tools in the portal. You escalate technical faults to Acqua through the portal.

4.3 Compliance. You will comply with all laws that apply to your business, including consumer, advertising, tax, anti-money-laundering, sanctions and telecoms rules in the countries where you sell. You will not sell to persons or countries subject to sanctions that apply to you or to Acqua.

4.4 Fair marketing. You will describe the eSIMs accurately (coverage, speeds, validity, device compatibility) using the information on the Platform, and will not promise anything Acqua or its suppliers do not provide.

4.5 Fraud. You will keep fraud prevention enabled on your Stripe account and act promptly on suspected fraud. eSIMs issued on fraudulent orders are still charged at the Wholesale Price once issued.

4.6 Prohibited uses. You will not resell eSIMs for machine-to-machine or IoT use, permanent domestic use, bulk resale to other resellers, or any unlawful purpose, and will not allow End Customers to do so knowingly.

4.7 Accounts. You keep your portal logins and API keys secure and are responsible for activity under them.

5. Acqua's obligations

5.1 Platform. Acqua hosts and maintains your Shop and the partner portal, supplies eSIMs from its network suppliers (choosing the supplier and network), delivers the eSIM QR code and install links to End Customers, and keeps your data separate from other resellers'.

5.2 Second-line support. Acqua provides second-line (L2) support to you for faults with eSIM provisioning, connectivity and the Platform, on business days, 09:00–18:00 CET. Acqua does not support End Customers directly unless agreed in writing.

5.3 Subscriptions. Where your Shop offers annual subscription plans, Acqua Travel bills those subscriptions to End Customers in US dollars on its own payment account. Acqua accounts to you for your margin on them in the monthly statement, after refunds and chargebacks.

5.4 Availability. Acqua aims for the Platform to be available 99.5% of the time each month, excluding planned maintenance and events outside its control. Network coverage and quality depend on local operators; Acqua does not guarantee coverage, speed or availability in any country.

5.5 Changes. Acqua may improve or change the Platform, the plan catalogue and its suppliers. Acqua will give 30 days' notice of any change that materially reduces what you receive, and you may terminate under clause 8.3 if you do not accept it.

6. Brand, IP and licences

6.1 You own your brand. You grant Acqua a non-exclusive, royalty-free licence to use your name, logo and content to operate your Shop, send emails to your End Customers on your behalf, and list you as a partner (the last only with your consent). You confirm you have the right to use everything you upload, and you indemnify Acqua against claims that it infringes anyone's rights.

6.2 Acqua (and its licensors) own the Platform, software, Shop templates and catalogue data. Acqua grants you a non-exclusive, non-transferable licence to use them during the term only to sell eSIMs under these Terms. You will not copy, reverse engineer or resell the Platform itself.

6.3 You will not use names, logos or domains that imitate another company or brand. Acqua may refuse or remove any branding it reasonably considers infringing or misleading.

7. Data protection and confidentiality

7.1 For End Customers' personal data, you are the controller and Acqua is your processor, except for subscriptions billed by Acqua Travel, where each party is an independent controller for its own billing data. The Data Processing Agreement applies and is accepted together with these Terms.

7.2 Each party keeps the other's confidential information (including prices, volumes, supplier terms and technical details of the Platform) confidential, uses it only for this agreement, and returns or deletes it at the end, unless the law requires otherwise. This duty lasts three years after termination.

7.3 Acqua may use aggregated, anonymised sales data to run and improve the Platform.

8. Liability, suspension, term and termination

8.1 Liability cap. Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, data or goodwill. Each party's total liability in any 12 months is limited to the Wholesale Prices you paid Acqua in those 12 months. These limits do not apply to fraud, wilful misconduct, gross negligence, your payment obligations, or your indemnities.

8.2 Suspension. Acqua may suspend your Shop or eSIM issuance, in whole or in part, immediately and without liability if: you breach these Terms or the law; there is suspected fraud or a sanctions concern; your Wallet is empty or a payment fails; or a supplier or authority requires it. Acqua will tell you the reason where it lawfully can and will lift the suspension once the cause is fixed.

8.3 Term. These Terms run for an initial 12 months from approval and then renew month by month. Either party may end them at the end of the initial term or later on 90 days' written notice.

8.4 Termination for cause. Either party may terminate immediately by written notice if the other materially breaches these Terms and does not fix the breach within 15 days of notice, or becomes insolvent. If Acqua terminates before your Shop goes live for a reason other than your breach, it refunds the Setup Fee.

8.5 After termination. Your Shop stops selling. eSIMs already sold keep working until their packages expire. Acqua refunds the unused Wallet balance within 60 days, less any amounts you owe Acqua (including chargebacks and Wholesale Prices on orders already issued). The Setup Fee is not refunded except under clause 8.4. Clauses 3.7, 6, 7, 8 and 9 survive.

9. General

9.1 Changes to these Terms. Acqua may update these Terms on 30 days' notice by email or in the portal. If you do not accept a change that is to your detriment, you may terminate before it takes effect; otherwise it applies from the date stated.

9.2 Assignment. You may not assign these Terms without Acqua's written consent. Acqua may assign them to an affiliate or a successor, including Acqua Telecom GmbH once incorporated.

9.3 Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, including failures of network operators or suppliers.

9.4 Notices. Notices go to the email address in your application and to legal@acquatelecom.com (or ra@acquatelecom.com until that address is set up).

9.5 Electronic acceptance. You accept these Terms by ticking the box in the application. Acqua records the version, time, IP address and user agent of your acceptance.

9.6 Law and courts. Swiss law governs these Terms, excluding the UN Convention on Contracts for the International Sale of Goods. The courts of Zug, Switzerland, have exclusive jurisdiction.

9.7 Language. These Terms are in English. A translation is for convenience only; the English version prevails.