Global High Tech Industries

Commercial Partnership Agreement

Between:

CiaoPass, a brand of Beverly Group Srl, with its registered office at [ADDRESS], VAT No. [●], represented by [REPRESENTATIVE NAME] (hereinafter “CiaoPass”);

and

[Supplier Company Name], with its registered office at [ADDRESS], VAT No. [●], represented by [REPRESENTATIVE NAME] (hereinafter “Supplier”)

Recitals

CiaoPass operates the “CiaoPass” digital platform for the sale and promotion of City Passes and tourism services.

The Supplier owns/operates the attraction/service indicated in Annex A and wishes to join the CiaoPass network under the terms and conditions set forth herein.

1 Subject Matter

CiaoPass grants the Supplier the right to have its products/services promoted and sold via the platform, subject to the access conditions and discounts/benefits specified in Annex A.

2 Term

This Agreement shall remain in effect for a period of one (1) year from the date of signing and shall be automatically renewed for successive one-year periods, unless terminated by written notice given at least 90 days prior to the expiration date.

3 Fees and Payment Terms

• Annual Fee: The Supplier shall pay CiaoPass the amount agreed upon in Annex B (e.g., Basic/Standard/Premium Package).

• Sales Commission: CiaoPass shall retain a commission of [●]% on each transaction generated through the platform (if applicable).

Invoicing and payment terms: monthly/quarterly invoicing; Payment within 30 days of the invoice date via bank transfer to IBAN [●]

Onboarding fee: a one-off fee of €[●] for ticketing integration/training (if applicable)

4 CiaoPass Obligations

Create and keep the Supplier’s profile updated on the platform

Promote the Supplier via agreed channels (website, app, newsletter, social media)

Provide periodic reports on conversions, sales, and KPIs (monthly/quarterly)

Manage the sales, payment, and customer refund process in accordance with the agreed policy

5 Supplier Obligations

Ensure the provision of services/entry under the specified conditions (schedules, discounts, priority)

Adhere to the ticket/slot availability terms communicated to CiaoPass; immediately update any changes

Provide CiaoPass with promotional material and content (logos, photos, descriptions) that comply with copyright regulations

Manage the reception of City Pass holders and report any instances of misuse

6 Pricing, allotment, and blackout dates

Prices and discounts applicable to CiaoPass holders are set out in Annex A

The Supplier shall provide a minimum allotment of [●] spots/tickets per day/period, subject to blackout dates communicated at least [●] days in advance

7 Withdrawal and termination

Early withdrawal: either party may withdraw upon 90 days' notice

Immediate termination in the event of a material breach (e.g., failure to provide services, repeated violation of terms)

Consequences of termination: settlement of accrued fees; removal from the portal within 30 days

8 Liability and insurance

The Supplier is responsible for safety and the proper provision of activities; maintains appropriate insurance coverage

CiaoPass is not liable for damages arising from the provision of the Supplier’s services, except in cases of willful misconduct or gross negligence by CiaoPass

9 Processing of personal data (GDPR)

The parties comply with EU Regulation 2016/679. The Supplier authorizes the processing of data necessary for managing sales and customer communications

Each party acts as a controller/processor as specified in the technical privacy annex

10 Confidentiality

The parties agree not to disclose confidential information received during the performance of the contract for 3 years following its termination

11 Marketing and Brand

Trademarks are used in accordance with guidelines provided by each party; any promotional material featuring the other party's logos requires prior approval

12 Reporting and KPIs

CiaoPass will provide monthly reports detailing: number of visits, conversions, sales, and number of passes used at the Supplier’s location

Target KPIs (optional) and incentives/penalties may be agreed upon separately

13 Disputes and governing law

The contract is governed by Italian law

Competent court: Court of [City], unless otherwise agreed in writing

14 Final clauses

Contract amendments: possible only in writing

Entire agreement: this contract constitutes the entire agreement between the parties.

Appendices (integral part of the contract)

• Appendix A: List of services/attractions, discounts, operating hours, allotments, blackout dates.

• Appendix B: Fees (annual package fee, transaction fees, onboarding fee).