Partner Program Agreement

1. Introduction

This Partner Program Agreement ("Agreement") is a legally binding contract between you ("Partner", "you", or "your") and YTI Digital OÜ, trading as esimystic ("Company", "we", "us", or "our").

This Agreement governs your participation in either or both of:

• Affiliate Partner Program — Commission-based referral partnership
• Wholesale Partner Program (B2B) — Pre-paid balance-based bulk purchasing

By registering for or participating in any Program, you agree to be bound by this Agreement. This Agreement is supplemental to our Terms of Service. In case of conflict, this Agreement takes precedence for Partner-related matters.

2. Partnership Models

esimystic offers two distinct partnership models:

You may apply for one or both models. Upon approval, your Partner Dashboard will display the applicable features for your partnership type(s).

2.1 Hybrid Partner Rules

3. Definitions

In this Agreement, the following terms have the meanings set forth below:

• "Service" — The esimystic website and platform at esimystic.com.
• "Partner" — You, the individual or entity participating in the Program.
• "Partner Dashboard" — Your personalized control panel at esimystic.com/partner/dashboard.
• "Referral Link" — Your unique URL containing your partner code (e.g., esimystic.com/?ref=ABC123).
• "Referred Customer" — A User who arrives at the Service via your Referral Link and completes a purchase.
• "User" — Any visitor or customer of the Service.
• "Qualifying Sale" — A completed, paid Order from a Referred Customer that is not subsequently refunded or charged back.
• "Commission" — The payment Affiliate Partners earn for Qualifying Sales, calculated as a percentage of the NET Order Value.
• "NET Order Value" — The amount remaining from an Order after deducting: (1) VAT and applicable taxes, (2) any discounts applied at checkout, (3) payment processing fees (e.g., Stripe), (4) eSIM cost of goods (vendor/supplier cost), and (5) any refunds or chargebacks. NET Order Value cannot be less than zero.
• "Partner Balance" — Pre-paid funds in your Wholesale Partner account used for purchasing eSIMs.
• "Partner Tier" — Your level (Starter, Pro, Elite) determining commission rates and wholesale discounts.
• "Wholesale Price" — The discounted price at which Wholesale Partners purchase eSIMs.
• "Partner Inventory" — eSIMs purchased by a Wholesale Partner, held for assignment to end customers.
• "Cookie Period" — The duration (default: 60 days, as displayed in the Partner Dashboard) during which a User's referral is tracked via cookie.
• "Hold Period" — The waiting period (default: 14 days) before Commissions become available for payout.
• "Order" — A purchase transaction for eSIM Products through the Service.

4. Program Enrollment

4.1 Eligibility

To join any Program, you must:

• Complete the partner registration form with accurate and complete information;
• Select your desired partnership model (Affiliate, Wholesale, or both);
• Be at least eighteen (18) years of age or the legal age in your jurisdiction;
• Not be prohibited from doing business with Estonian or EU entities;
• Not be on any sanctions lists or subject to export control restrictions;
• Agree to this Agreement and our Terms of Service.

4.2 Additional Requirements for Wholesale Partners

Wholesale Partner applicants must also:

• Provide valid business registration details (company name, registration number);
• Describe their business model and intended use of eSIMs;
• Demonstrate a legitimate business purpose for bulk eSIM purchases;
• Pass enhanced verification if requested.

4.3 Approval

We review all applications and may approve, reject, or request additional information at our discretion. Approval typically takes 24–48 hours for Affiliate applications and 2–5 business days for Wholesale applications due to additional verification requirements. We are not obligated to provide reasons for rejection.

5. Taxation

5.1 VAT and Applicable Taxes

All prices displayed on the Service are exclusive of VAT unless explicitly stated otherwise. VAT or other applicable taxes, if any, are determined at the time of transaction based on:

• Partner's VAT registration status;
• Partner's place of establishment or residence;
• Nature of the service (B2B vs B2C);
• Applicable EU VAT rules for digital services.

Partners established in the EU must provide a valid VAT identification number. B2B transactions between EU businesses with a verified VATIN qualify for the reverse-charge mechanism (Art. 196 VAT Directive); the Partner accounts for VAT in their jurisdiction. Without a verified VATIN we charge Estonian VAT in full.

5.2 Tax Responsibility

You are solely responsible for determining and paying any taxes applicable to your participation in the Program, including but not limited to income tax, corporate tax, VAT, sales tax, or any other taxes in your jurisdiction. Where withholding is required by law in your jurisdiction, you bear the cost; we pay Commissions on a gross basis unless explicitly required by law to withhold. We recommend consulting a qualified tax advisor.

5.3 Invoicing

Wholesale Partners receive VAT-compliant invoices for every balance top-up and wholesale purchase, downloadable from the Partner Dashboard. Affiliate Partners receive self-billed Credit Notes for each Commission payout — see §9.4 for the self-billing arrangement.

6. Affiliate Referral Process

The referral and Commission process works as follows:

1. You share your unique Referral Link on your website, social media, email newsletters, or other approved channels.
2. A User clicks your Referral Link and arrives at the Service; a tracking cookie is set in their browser.
3. If the User makes a purchase within the Cookie Period, the Order is attributed to you.
4. Once the Order is paid and the Hold Period passes without refund or chargeback, your Commission becomes available for payout.

7. Cookie Tracking and Attribution

We use cookie-based tracking to attribute sales to Partners:

If a User clicks multiple partner links, only the most recent click is credited ("last-click wins"). This prevents disputes over attribution.

Tracking Limitations: We cannot track referrals if the User blocks cookies, uses incognito/private browsing mode, clears cookies before purchase, or uses a different device for purchase.

8. Affiliate Commission Structure

8.1 Commission Basis — NET Order Value

Affiliate Commission is calculated as a percentage of the NET Order Value. The NET Order Value is the amount the Company retains from a Qualifying Sale after deducting all of the following:

1. VAT / applicable taxes included in the Order price;
2. Discounts applied at checkout (promo codes, loyalty points, etc.);
3. Payment processing fees charged by the payment provider (e.g., Stripe);
4. Cost of goods sold (COGS) — the eSIM vendor/supplier cost;
5. Refunds and chargebacks, if any.

NET Order Value = Order Total − VAT − Payment Fee − COGS − Refunds

If the NET Order Value is zero or negative (e.g., due to a full refund), no Commission is payable. Discounts applied at checkout are already reflected in the Order Total and are not deducted again. Commission is calculated and paid in EUR; Orders made in USD are converted to EUR at the recorded transaction rate.

8.2 Commission Calculation Example

8.3 Tiered Commission Rates

• Commission is calculated on the NET Order Value as defined in Section 8.1;
• Only paid, non-refunded Orders from Referred Customers count toward tier thresholds;
• Tier qualification is assessed on your average monthly order volume over a trailing 90-day window (not a single calendar month), so one slower month does not by itself cause a downgrade;
• Tier upgrades take effect immediately upon reaching the threshold;
• After achieving a tier, you retain it for a 3-month grace period; you are only downgraded if you remain below the tier's threshold (on the trailing-90-day basis) at the end of that grace period;
• Higher rates may be negotiated for high-volume Partners by mutual written agreement.

8.4 Commission Modifications

We reserve the right to modify Commission rates or the NET Order Value formula at any time. Changes will be communicated to you via email at least fourteen (14) days before taking effect. Continued participation in the Program after the effective date constitutes acceptance of the new terms.

8.5 Hold Period and Reversals

Commissions are subject to a 14-day Hold Period to account for potential refunds or chargebacks. Commissions for refunded or charged-back Orders are reversed automatically.

If a chargeback is subsequently reversed in our favor (i.e., the dispute is decided in favor of the Company by the payment processor), the corresponding Commission is restored as a positive adjustment that will be paid out in the Partner's next payout cycle. Restoration is automatic and requires no Partner action.

9. Affiliate Payout Process

9.1 Payout Terms

• Minimum Payout Threshold: €50 (fifty Euros)
• Payment Methods: PayPal, Bank Transfer (SEPA), Wise
• Processing Time: Within 5 business days after payout request approval
• Payment Currency: EUR (Euro)

9.2 Currency and Conversion

All Commissions are calculated and paid in EUR (Euro). If you receive payment in a different currency, conversion rates applied by your bank, PayPal, Wise, or other payment processor are outside our control. We are not responsible for exchange rate fluctuations, conversion fees, or any differences between the EUR amount paid and the amount received in your local currency.

9.3 Third-Party Payment Provider Disclaimer

We are not responsible for payment delays, failures, or fund holds caused by restrictions, compliance actions, account limitations, or any other measures imposed by third-party payment providers (including but not limited to PayPal, Wise, or your bank). If your payment provider blocks, delays, or reverses a payout, you are responsible for resolving the issue directly with them. We may offer an alternative payment method at our discretion.

9.4 Self-Billing Arrangement

By accepting this Agreement, you authorize esimystic (YTI Digital OÜ, EE102925876) to issue self-billed Credit Notes on your behalf for each Commission payout, in accordance with Article 224 of Council Directive 2006/112/EC on the common system of value-added tax. Specifically:

• Each Commission payout will be accompanied by a numbered, dated Credit Note issued by esimystic on your behalf, available for download from your Partner Dashboard. These Credit Notes constitute the VAT-compliant invoicing record for the marketing services you supply to the Company.
• You agree not to issue duplicate invoices to esimystic for amounts already covered by a Credit Note. If you believe a Credit Note contains an error, you must notify [email protected] within 14 days of issuance; otherwise, the Credit Note is deemed accepted.
• The VAT treatment shown on each Credit Note depends on your country of establishment and verified VAT registration status: domestic Estonian VAT (EE → EE), reverse charge under Art. 196 VAT Directive (EU partner with verified VATIN), or VAT-exempt export (non-EU). Individual contributors without VAT registration are treated as non-taxable persons; no VAT is charged on the Credit Note.
• This self-billing authorization remains in effect for the duration of your participation in the Program and may be revoked by either party with 30 days' written notice. Upon revocation, you become responsible for issuing your own VAT invoices for future Commission payouts.

This self-billing arrangement satisfies the written agreement requirement under EU VAT rules. For partners outside the EU, equivalent local-law treatment applies; in either case the Credit Note is the bookkeeping anchor for the Commission payment.

10. Wholesale Partner Balance

10.1 Balance Top-Up

Wholesale Partners operate on a pre-paid balance model:

• You must top up your Partner Balance before purchasing eSIMs;
• Balance top-ups are processed via Stripe (credit card, debit card);
• Minimum top-up amount: €50;
• Balance top-ups are non-refundable during active participation (refunds upon termination are governed by Section 24.2);
• Your balance is displayed in your Partner Dashboard in real-time.

10.2 Credit Limits (Optional)

At our sole discretion, we may extend a credit limit to established Wholesale Partners, allowing limited purchases beyond your current balance. Credit limits are:

• Determined on a case-by-case basis;
• Subject to approval and may be revoked at any time;
• Must be settled within the agreed payment terms (typically 14 days);
• Not available to new partners until a track record is established.

10.3 Required Billing Information

Before any balance top-up or wholesale purchase, you must provide complete billing information in your Partner Dashboard so we can issue VAT-compliant invoices:

• All Wholesale Partners: country of establishment, full registered billing address (street, city, postal code).
• Companies registered in the EU: a valid EU VAT identification number is required to qualify for the reverse-charge mechanism (Art. 196 VAT Directive). We verify the number against the EU VIES database. Without a verified VATIN, you will be charged Estonian VAT.
• Companies registered outside the EU: a valid business registration number (e.g., Companies House number, EIN, ABN, equivalent) is required in lieu of an EU VATIN, so the invoice can correctly identify your legal entity for your local tax authority.
• Individual contributors: may participate without a VAT number; they are treated as non-taxable persons and Estonian VAT is charged in full on top-ups and wholesale purchases.

We rely on the information you provide; if it is later found to be inaccurate, you are responsible for any back-taxes, penalties, or interest assessed against you in your jurisdiction.

10.4 Net Payment Terms (Optional)

At our sole discretion, we may approve established Wholesale Partners for net payment terms — the ability to place wholesale orders on credit and settle them by invoice rather than from a pre-paid balance. Net terms are granted case-by-case under a separate written arrangement and are revocable at any time.

• When net terms are active, a wholesale order issues a dated, numbered invoice instead of debiting your Partner Balance. Each invoice is due within the agreed period (typically 30 days from issue) and is settled by bank transfer to the account shown on the invoice.
• A separate net-terms credit limit caps your total outstanding (unpaid) invoices at any time. It is distinct from, and additional to, any pre-paid balance or the §10.2 credit limit. Orders that would exceed your available net-terms credit are declined until outstanding invoices are paid.
• Invoices not paid by their due date are marked overdue. If an invoice remains unpaid beyond a short grace period, your account may be automatically suspended — pausing new purchases — until the overdue balance is settled.
• Net terms do not change the no-returns rule (§12.4) or the resale terms (§13); they govern only how and when you pay for orders.

11. Wholesale Pricing and Discounts

11.1 Tiered Discount Structure

• Wholesale prices are calculated as: Retail Price × (1 - Discount Rate);
• Prices displayed in the Wholesale Catalogue already reflect your tier discount;
• Tier upgrades are automatic upon reaching spend thresholds; the new rate applies to subsequent orders;
• Wholesale prices are NET (VAT-exclusive). Promo codes do not apply to wholesale orders;
• Custom pricing may be negotiated for high-volume partners.

11.2 Price Changes

Retail prices and consequently wholesale prices may change at any time based on supplier costs, exchange rates, or market conditions. We will endeavor to provide notice of significant price changes, but prices are subject to change without prior notice.

Important: Retail prices may differ between channels, regions, and promotional periods. Published retail prices do not constitute a price guarantee and are provided solely as a reference for calculating your wholesale discount. Your wholesale price at time of purchase is final.

Contracted partners. Wholesale Partners operating under an enterprise or committed-volume arrangement may be offered a fixed wholesale rate card for a defined period, or advance written notice (typically at least fourteen (14) days) before a price increase takes effect, as set out in that arrangement. Absent such an arrangement, the standard terms above apply.

12. Wholesale Purchasing and Allocated eSIM Profiles

12.1 Purchasing Process

1. Browse the Wholesale Catalogue in your Partner Dashboard;
2. Select eSIM bundle(s) and quantity;
3. Confirm purchase — funds are deducted from your Partner Balance (NET amount only);
4. eSIMs are provisioned and added to your Partner Inventory;
5. Assign eSIMs to your customers as needed.

On partial failure, only the actually-fulfilled units are kept; the un-fulfilled portion is auto-refunded to your balance. Orders stuck in fulfillment beyond 30 minutes are auto-rescued by our watchdog and refunded.

12.2 Allocated eSIM Profile Management

• Purchased eSIM profiles appear in your Partner Dashboard immediately;
• Each eSIM profile has a unique identifier and QR code;
• eSIM profiles remain valid according to their bundle terms (check validity period);
• You may assign eSIM profiles to customers via email, print QR codes, or provide direct access;
• Pre-activation reassignment. An eSIM profile that is in "Assigned" status but has not yet been activated by the end customer may be unassigned and reassigned to a different customer directly from the Partner Dashboard (e.g., to correct an erroneous email). Each such reassignment is logged and may be audited for fraud-prevention purposes.
• Post-activation reassignment. Once an eSIM profile has been activated by an end customer, it can no longer be reassigned through the Dashboard. Reassignment of an activated profile requires a written request to support ([email protected]), is subject to technical feasibility (and to the upstream supplier's policies), and may incur a service fee (displayed at the time of the request).

12.3 Ownership and License

Important: eSIM profiles are licensed, not sold. Ownership and title to all eSIM profiles remains with esimystic and/or our network partners until activation by an end customer. Your purchase grants you a non-exclusive, non-transferable right to distribute eSIM profiles to your customers in accordance with this Agreement. This license terminates upon Agreement termination or if the eSIM profile validity period expires.

12.4 No Returns or Refunds on Wholesale Purchases

13. Resale Terms

As a Wholesale Partner, you are authorized to resell esimystic eSIMs under these conditions:

• You set your own resale prices — esimystic does not dictate, fix, or impose a minimum resale price, and you remain free to compete on price;
• Branded-resale brand protection. If you resell under the esimystic brand, you must not advertise esimystic-branded eSIMs below esimystic's own published retail price in a manner intended to undercut or divert esimystic's direct customers. This is a brand-protection measure limited to advertised price for branded resale — it does not restrict your actual selling price, and it is not resale price maintenance;
• Partners who wish to compete aggressively on price may resell on an unbranded basis (without using esimystic's name or marks), which avoids the branded-resale restriction entirely;
• You must accurately represent the eSIM product features and coverage;
• You must not misrepresent yourself as esimystic or an esimystic employee;
• You are responsible for customer support related to your resale activities;
• You must comply with all applicable laws in your jurisdiction regarding resale;
• You may use esimystic's provided marketing materials with proper attribution.

esimystic may, after notice, restrict branded-resale rights or terminate this Agreement for sustained predatory undercutting or channel conflict that demonstrably harms the esimystic brand. The measures in this section are limited to protecting brand integrity and apply subject to applicable EU and national competition law.

14. Customer Support Responsibilities

Support responsibilities are divided as follows:

15. Affiliate Disclosure Requirements

When promoting esimystic, you must comply with all applicable affiliate disclosure laws and regulations, including but not limited to:

• United States: FTC Endorsement Guides (16 CFR Part 255);
• European Union: Unfair Commercial Practices Directive (UCPD);
• United Kingdom: CAP Code and ASA guidelines;
• Other jurisdictions: Any local laws requiring disclosure of commercial relationships.

16. Promotion Guidelines

Acceptable promotion methods include:

• Your own website, blog, or travel-related content;
• Social media posts and stories (with proper disclosure);
• Email newsletters to your own opt-in subscribers;
• YouTube videos, podcasts, and other content;
• Travel itineraries or tour packages;
• Comparison or review websites (with honest, accurate information);
• In-person sales to your customers (for Wholesale Partners).

17. Prohibited Activities

The following activities are strictly prohibited and may result in immediate termination:

• Purchasing through your own Referral Link (self-referral fraud);
• Paid advertising that bids on "esimystic" brand terms or variations;
• Cookie stuffing, forced clicks, or setting cookies without genuine User action;
• Misleading claims, fake reviews, or deceptive practices;
• Spam, including unsolicited emails, SMS, or messages;
• Trademark infringement or impersonating esimystic;
• Promotion on adult, illegal, violent, or controversial content sites;
• Incentivized traffic (paying Users to click or purchase);
• Using bots, scripts, or automated methods to generate clicks or sales;
• Reselling eSIMs on unauthorized platforms or marketplaces;
• Any activity that violates applicable laws or regulations.

18. Fraud Prevention and Auditing

18.1 Fraud Detection

We employ various fraud detection measures, including:

• Self-referral detection: Orders where Partner email matches Customer email are not credited;
• Order pattern analysis: Suspicious patterns trigger manual review;
• IP and device fingerprint analysis;
• Chargeback and refund rate monitoring;
• Balance activity monitoring for Wholesale Partners.

18.2 Retroactive Fraud Detection

If we determine, at any time, that fraud or policy violations occurred—even after Commissions have been paid or wholesale purchases completed—we reserve the right to:

• Void and reclaim any Commissions associated with fraudulent activity;
• Deduct amounts from future Commission payouts or Partner Balance;
• Terminate your participation without notice;
• Pursue legal remedies if warranted.

19. Sanctions and Export Control

Partner shall not resell, distribute, or otherwise provide eSIM profiles to:

• Countries subject to comprehensive sanctions by the EU, US, UN, or other applicable jurisdictions;
• Persons or entities designated on sanctions lists (including but not limited to OFAC SDN List, EU Consolidated List);
• Persons or entities engaged in activities prohibited by export control laws;
• Any end-user that Partner knows or has reason to believe will use the eSIM in a sanctioned jurisdiction.

Partner represents and warrants that they are not located in, under the control of, or a national or resident of any sanctioned country or designated person. Partner agrees to immediately notify esimystic if their sanctions status changes.

20. Service Level and Network Disclaimer

esimystic provides eSIM connectivity services through third-party mobile network operators and infrastructure providers. We do not guarantee:

• Network availability, uptime, or coverage in any specific location;
• Data speeds, including 4G/5G availability;
• Uninterrupted service or error-free operation;
• Compatibility with all devices;
• Performance in specific use cases (e.g., VoIP, streaming, gaming).

Network quality depends on factors outside our control, including but not limited to: local infrastructure, network congestion, geographic terrain, building structures, device compatibility, and third-party operator policies. Partner acknowledges and agrees to inform their customers of these limitations.

20.1 Platform Availability (SLA)

Distinct from the mobile-network disclaimer above (which concerns connectivity delivered by third-party operators), the Company targets a monthly availability of 99.5% for the Partner Dashboard and the Partner API (together, the "Platform"), measured per calendar month as the percentage of time the Platform is reachable and able to serve authenticated requests.

Excluded from availability calculations: (a) scheduled maintenance for which the Company gives at least twenty-four (24) hours' notice; (b) emergency maintenance required for security or stability; (c) Force Majeure Events (§26); (d) failures of third-party suppliers, upstream eSIM providers (e.g., eSIM Go) or mobile-network operators; (e) issues caused by the Partner's own configuration, integration, or webhook endpoints; and (f) suspension or termination of the Partner's account under this Agreement.

For Wholesale Partners with a committed minimum monthly volume, service credits for failure to meet the availability target may be agreed in a separate written order form; where so agreed, such credits are the Partner's sole and exclusive remedy for availability shortfalls. Absent such a written order, no service credits are due and the limitations and remedies in §23 (Limitation of Liability) and §26 (Force Majeure) apply.

21. Right to Change Suppliers and Technical Implementation

esimystic reserves the right, at its sole discretion, to:

• Change underlying network providers or mobile operators;
• Modify technical implementation, including eSIM provisioning methods;
• Replace or upgrade infrastructure components;
• Discontinue specific product offerings or coverage areas.

Such changes shall not affect Partner's existing obligations under this Agreement. We will endeavor to provide reasonable notice of material changes that may impact service availability, but operational changes may be implemented without prior notice.

22. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your promotional activities;
• Your resale activities (for Wholesale Partners);
• Your violation of this Agreement;
• Your violation of any applicable law;
• Any third-party claims related to your marketing, content, or business activities.

23. Limitation of Liability

Our total liability for any claims arising from the Program shall not exceed the greater of: (a) the total Commissions paid to you, or (b) the total Partner Balance remaining, in the twelve (12) months preceding the claim.

We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits or business opportunities.

24. Term and Termination

24.1 Term

This Agreement begins when your Partner application is approved and continues until terminated by either party.

24.2 Termination by Partner

You may terminate your participation at any time by providing written notice (email is sufficient) to [email protected]. For Wholesale Partners, any remaining Partner Balance will be refunded minus a 5% processing fee (to cover payment processing, compliance verification, and administrative costs), subject to a minimum refundable balance of €20.

24.3 Termination by Company

We may terminate your participation immediately without notice if:

• You breach any provision of this Agreement;
• We reasonably believe you have engaged in fraudulent activity;
• You fail to comply with disclosure requirements;
• We discontinue the Program entirely.

24.4 Effect of Termination

Upon termination, all open Affiliate Commissions are placed under the following disposition rules:

• You must immediately cease using all Referral Links and promotional materials;
• Approved Commissions not yet included in a payout are placed in Hold status pending a final integrity review (typically completed within 30 days). Commissions that pass the review are paid out via the normal payout process. Commissions associated with confirmed fraud, material breach, or unresolved chargebacks may be forfeited.
• Pending Commissions still inside the 14-day Hold Period at the time of termination are reversed: a Qualifying Sale that has not yet cleared its risk-window is not entitled to payout once the Partnership ends. This applies regardless of whether termination is initiated by the Partner or by the Company.
• Approved Commissions already linked to a requested payout are processed as normal (subject to the standard 5-business-day processing window).
• Wholesale Partner Inventory remains accessible for 30 days for customer assignment;
• Wholesale Partner Balance refunds are subject to Section 24.2.

The disposition above is enforced automatically by our systems at the moment of termination. A full audit trail (who terminated, when, and the resulting disposition per Commission) is retained for compliance review and can be requested by the Partner at any time.

24.5 Post-Termination Access Window

For 30 calendar days following termination of this Agreement, your Partner Dashboard remains accessible in read-only mode so you can:

• Provide service and installation assistance to customers who already received eSIMs from your inventory;
• Download remaining QR codes / installation links for inventory items already assigned;
• Export your historical commission, payout, and inventory data for tax and accounting purposes.

After the 30-day window expires:

• All API keys are automatically revoked;
• All outbound webhooks are disabled;
• Dashboard login is disabled (financial / legal records remain stored on our side as required by law);
• Customer-side eSIM service is unaffected — eSIMs already activated by end customers continue to function for the duration of their bundle validity, since the underlying mobile-network service contract is between us and the network operator.

25. Modifications to Agreement

We may modify this Agreement at any time by posting the revised version on the Service. Changes take effect fourteen (14) days after posting unless otherwise specified. We will notify Partners of material changes via email.

26. Force Majeure

esimystic shall not be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay results from circumstances beyond our reasonable control ("Force Majeure Events"), including but not limited to:

• Acts of God, natural disasters, pandemics, or epidemics;
• War, terrorism, civil unrest, or government actions (including sanctions);
• Cyberattacks, DDoS attacks, or malicious interference;
• Failure of third-party infrastructure (cloud providers, CDN, DNS, payment processors);
• Failure of eSIM suppliers or mobile network operators;
• Power outages, telecommunications failures, or internet service disruptions;
• Changes in applicable laws or regulations that make performance impossible or impractical.

During Force Majeure Events, our obligations under this Agreement shall be suspended for the duration of the event. We will make reasonable efforts to notify Partners of significant disruptions and to resume normal operations as soon as practicable.

27. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Estonia, without regard to its conflict of law principles. Disputes arising from this Agreement are subject to the exclusive jurisdiction of the courts of Estonia, except that EU consumer-protection rights of the Partner cannot be waived.

27.1 EU Online Dispute Resolution

Pursuant to Regulation (EU) No 524/2013, EU-resident Partners who qualify as consumers (rare in a B2B context — most Partners act as businesses) may submit complaints via the European Commission's Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr. Our ODR contact email is [email protected]. Note: we are not obligated to participate in dispute resolution proceedings before a consumer arbitration board, but we will engage in good faith with any complaint received via ODR.

28. Data Protection (GDPR)

28.1 Roles

In the context of this Agreement we process two distinct categories of personal data:

• Partner business data (Partner principal's name, business email, company details, payout details). For this data the Company is the Data Controller under Regulation (EU) 2016/679 (GDPR).
• End-customer data uploaded by Wholesale Partners when assigning eSIMs (customer email, optional name, optional internal reference). For this data the Partner remains the Data Controller and the Company acts as a Data Processor under Article 28 GDPR.

28.2 Data Processing Addendum (Article 28 GDPR)

By submitting end-customer data through the Wholesale assignment workflow, the Partner instructs the Company to process such data solely for the purpose of provisioning, delivering, and supporting the assigned eSIM. The Company shall:

• Process end-customer personal data only on documented Partner instructions (including as to international transfers), except where required by Union or EU Member State law — in which case the Company informs the Partner of that legal requirement before processing, unless the law prohibits it on important public-interest grounds (Art 28(3)(a));
• Ensure that personnel authorised to process the data have committed themselves to confidentiality or are under an appropriate statutory duty of confidentiality (Art 28(3)(b));
• Implement appropriate technical and organisational measures consistent with Article 32 GDPR — including encryption in transit, access controls, audit logging, and the ability to restore availability after an incident (Art 28(3)(c));
• Taking into account the nature of processing, assist the Partner by appropriate technical and organisational measures, insofar as possible, in responding to data-subject requests under Chapter III GDPR (access, rectification, erasure, restriction, portability, objection) (Art 28(3)(e));
• Assist the Partner in ensuring compliance with Articles 32–36 GDPR — security, personal-data-breach notification (the Company notifies the Partner without undue delay after becoming aware of a breach affecting the Partner's end-customer data), data protection impact assessments, and prior consultation — taking into account the nature of processing and the information available to the Company (Art 28(3)(f));
• At the Partner's choice, delete or return all end-customer personal data after the end of the provision of services, and delete existing copies, unless Union or Member State law requires storage (tax / accounting records) (Art 28(3)(g));
• Make available to the Partner all information necessary to demonstrate compliance with Article 28 GDPR, and allow for and contribute to audits and inspections in accordance with §28.5 (Art 28(3)(h));
• Immediately inform the Partner if, in the Company's opinion, an instruction infringes the GDPR or other Union or Member State data-protection law (Art 28(3), final paragraph).

Sub-processors (Article 28(2) and (4) GDPR). The Partner gives general written authorisation for the Company to engage the sub-processors listed below to process end-customer personal data. The Company imposes on each sub-processor, by contract, data-protection obligations equivalent to those in this Addendum (in particular sufficient guarantees of appropriate technical and organisational measures), and remains fully liable to the Partner for each sub-processor's performance of its obligations.

The current sub-processor list is also available from [email protected]. The Company will give the Partner at least thirty (30) days' prior notice (by email to the registered Partner contact) before adding or replacing a sub-processor that processes end-customer personal data. The Partner may object on reasonable, data-protection-related grounds within that period; if the objection cannot be resolved, either party may terminate the affected Wholesale services in accordance with §24.

28.3 International Transfers

Personal data is processed primarily within the European Economic Area. Where transfers to third countries occur (e.g. for global eSIM provisioning), they rely on Standard Contractual Clauses (Decision (EU) 2021/914) or other valid Article 46 GDPR transfer mechanisms.

28.4 Partner Obligations

The Partner warrants that it has a lawful basis under GDPR for sharing end-customer personal data with the Company, has provided required GDPR notices to its end customers, and indemnifies the Company against claims arising from breach of this warranty.

28.5 Audits and Inspections

In accordance with Article 28(3)(h) GDPR, the Partner (as controller of its end-customer data) may audit and inspect the Company's compliance with this Addendum, subject to the following reasonable conditions: (a) the Partner gives at least thirty (30) days' prior written notice; (b) audits occur no more than once in any twelve (12) month period, except where required by a competent supervisory authority or following a personal-data breach affecting the Partner's data; (c) the audit is conducted during normal business hours, in a manner that does not unreasonably disrupt the Company's operations, and is limited to systems and records relevant to the processing of the Partner's end-customer data; (d) any auditor mandated by the Partner is bound by appropriate confidentiality obligations; and (e) the Partner bears its own and any third-party-auditor costs. The Company may satisfy an audit request by making available existing independent audit reports, certifications, or its responses to a standard security questionnaire where these reasonably address the Partner's audit objectives.

29. Contact

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