ESIMITY Business Partner Terms & Conditions

1. Scope & Contracting Parties

These Business Partner Terms & Conditions (the "Business Terms") constitute a legally binding agreement between the business customer identified during registration (the "Business Partner", "Partner", or "you") and Esimity UG (haftungsbeschränkt), with its registered office in Charlottenburg, Berlin, Germany ("ESIMITY", "we", "us", or "our"). They govern your access to and use of the ESIMITY business partner platform, including the business dashboard, sales agent portal, the API partner dashboard, the ESIMITY partner API (sandbox and production), and all related services (collectively, the "Partner Platform"). They apply equally to in-store/reseller business partners and to API partners who integrate the ESIMITY partner API into their own applications.

These Business Terms apply in addition to our General Terms and Conditions, which are incorporated by reference. In case of conflict, these Business Terms prevail with respect to the business partner relationship. Our Privacy Policy applies to the processing of personal data.

B2B only. The Partner Platform is offered exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB) — i.e. companies, sole traders, organizations, and other business entities acting in the exercise of their trade or profession. It is not available to consumers. By registering, you confirm that you are acting as an entrepreneur and not as a consumer. Statutory consumer rights, including the right of withdrawal for distance contracts, do not apply to purchases made under these Business Terms.

We may accept deviating or additional terms only by explicit written agreement. Your own general terms and conditions do not apply, even if we do not expressly object to them.

2. Definitions

• Business Account — the account registered by the Business Partner on the Partner Platform, enabling ordering, pricing, agent management, and financial administration.
• Sales Agent — a natural person authorized by the Business Partner to access the sales agent portal and create orders on the Partner's behalf.
• End Customer — the person to whom the Business Partner sells or provides an eSIM plan or top-up.
• eSIM Plan — an electronic SIM data package offered for purchase through the Partner Platform.
• Order — a purchase of an eSIM Plan or top-up placed through the Partner Platform by the Business Partner or one of its Sales Agents.
• Wholesale Price / Business Cost — the price charged by ESIMITY to the Business Partner for an Order.
• Retail Price — the price set by the Business Partner and charged to its End Customer.
• Balance — the prepaid credit held in the Business Account and used to pay for Orders.
• Top-Up (Account) — a payment made by the Business Partner to increase its Balance.
• Credit Allocation — credit granted by ESIMITY to a Business Account, which may be repayable ("payable credit" / outstanding debt) or non-repayable (promotional or investment credit).
• Pay-As-You-Go — an optional payment mode, granted at ESIMITY's discretion, under which Orders create outstanding debt that must be settled instead of being deducted from a prepaid Balance.

3. Registration, Eligibility & Verification

• Business Accounts may only be registered by an authorized representative of the business entity.
• You must provide accurate, current, and complete information during registration, including company name, address, contact details, and — where applicable — commercial registration number and VAT identification number, and keep this information up to date.
• ESIMITY may verify your business credentials at any time and may request supporting documentation (e.g. commercial register extract, VAT ID confirmation, identification of the authorized representative). We may refuse, suspend, or close an account if verification fails or documentation is not provided.
• Each Business Account is for use by a single legal entity. Sharing an account between different companies, or transferring the account to a third party, is not permitted without our prior written consent.
• Acceptance of a registration is at ESIMITY's discretion. The contract is concluded when we approve your registration or, at the latest, when we first make the Partner Platform available to you.

4. Account Security & Sales Agents

You are responsible for all activity that occurs under your Business Account and under the accounts of your Sales Agents, and for keeping all credentials confidential. In particular, you must:

• Create Sales Agent accounts only for persons authorized to act on your behalf;
• Ensure that Sales Agents comply with these Business Terms and all applicable laws;
• Monitor agent activity and the Orders placed through your account;
• Immediately deactivate or remove Sales Agent access when a person leaves your organization or is no longer authorized;
• Notify us without undue delay at [email protected] if you suspect unauthorized access to your account.
• For API partners: keep all API keys and API secrets (sandbox and production) strictly confidential, do not embed them in client-side code or share them with third parties, rotate or revoke them without undue delay if a compromise is suspected, and use them only for your own integration.

Orders placed by your Sales Agents are attributed to you and charged to your Balance (or, in Pay-As-You-Go mode, added to your outstanding debt) in the same way as Orders you place yourself. The same applies to Orders placed through the partner API using your API credentials.

5. Orders, Delivery & Cancellation

• Orders are placed through the Partner Platform. Upon completion, the eSIM (including QR code and installation instructions) is delivered electronically to the End Customer's email address provided in the Order and/or made available in the Partner Platform.
• You are responsible for the accuracy of the customer details entered in an Order, in particular the delivery email address.
• Orders in "pending" status may be cancelled through the Partner Platform; the corresponding cost is returned to your Balance. Completed Orders (eSIM delivered) cannot be cancelled and are refundable only under Section 9.
• Top-up orders for existing eSIMs can only be applied to completed Orders belonging to your Business Account and are charged in the same way as new Orders.
• ESIMITY may reject or cancel Orders in cases of suspected fraud, misuse, technical error (including obvious pricing errors), or unavailability of the underlying plan. Where an Order is cancelled due to technical error or unavailability of the plan, any amount already charged will be re-credited to your Balance.
• Where an Order is rejected or cancelled due to fraud or misuse attributable to you or your Sales Agents, ESIMITY is not obliged to re-credit amounts already charged and may withhold such amounts pending investigation, and permanently to the extent needed to cover damages, costs, or losses caused by the fraudulent or abusive conduct. Your statutory rights to prove that no or lesser damage occurred remain unaffected.

6. Prices, Payment, Balance & Credit

6.1 Wholesale prices

Wholesale prices are displayed in the Partner Platform in euros (€) and, unless stated otherwise, exclusive of VAT. ESIMITY may adjust wholesale prices at any time with effect for future Orders; price changes do not affect Orders already completed.

6.2 Prepaid balance and top-ups

• Unless Pay-As-You-Go has been enabled for your account, Orders require sufficient prepaid Balance and are deducted from your Balance when placed.
• Balance top-ups can be made by the payment methods offered in the Partner Platform (e.g. credit/debit card or bank transfer). Card payments may be subject to a processing fee, and minimum/maximum amounts per transaction may apply; applicable fees and limits are displayed before you confirm the payment. Bank transfers are credited after receipt and verification of the payment.
• The Balance is not a deposit or e-money account, bears no interest, may only be used to pay for services on the Partner Platform, and is not transferable to third parties.

6.3 Pay-As-You-Go and credit allocations

• ESIMITY may, at its discretion, enable Pay-As-You-Go for a Business Account and may set a credit limit. Under Pay-As-You-Go, each Order creates an outstanding debt that must be settled within the period stated in the Partner Platform or in the relevant invoice.
• Credit Allocations designated as payable constitute repayable debt; those designated as non-payable (promotional/investment credits) are not repayable but may only be used on the Partner Platform.
• ESIMITY may at any time reduce or revoke Pay-As-You-Go privileges or credit limits, require immediate settlement of outstanding debt, and suspend further Orders until outstanding amounts are paid.

6.4 Invoices and late payment

Where invoices are issued, they must be paid within the stated payment period. In the event of late payment, ESIMITY may charge statutory default interest for commercial transactions pursuant to § 288 (2) BGB (currently nine percentage points above the base rate) as well as the statutory lump sum under § 288 (5) BGB, and may suspend the Business Account until payment is received.

6.5 Set-off and retention

You may only set off claims against ESIMITY that are undisputed or established by final court decision. ESIMITY may set off outstanding debt against your prepaid Balance and against any amounts otherwise payable to you.

7. Taxes

• VAT is applied to our charges in accordance with applicable law, based on your company location and VAT status (e.g. German VAT for German businesses; reverse charge for EU businesses with a valid VAT ID; no EU VAT for non-EU businesses, where applicable).
• You must provide a valid VAT identification number if you wish the reverse-charge mechanism to be applied and must inform us immediately if your VAT status changes. You are liable for any VAT, interest, or penalties resulting from incorrect information you provided.
• You are solely responsible for all taxes, duties, and reporting obligations arising from your own sales to End Customers, including charging and remitting any VAT or similar taxes due on your Retail Prices.

8. Resale to End Customers

You purchase eSIM Plans from ESIMITY in your own name and for your own account and resell them to End Customers in your own name. You are the contractual partner of your End Customers. Accordingly, you must:

• Set your Retail Prices and present them to End Customers transparently, in compliance with applicable price indication, consumer protection, distance selling, and e-commerce laws in the markets where you sell;
• Provide End Customers with accurate information about the eSIM Plan (coverage, data volume, validity, device compatibility requirements) and not make misleading claims about the service or about ESIMITY;
• Handle your End Customers' inquiries, complaints, and statutory rights (including any consumer withdrawal or warranty rights owed by you) at your own responsibility and cost;
• Not sell eSIM Plans through unauthorized channels (e.g. online marketplaces) where this is prohibited by law, by these Business Terms, or by written instruction from ESIMITY;
• Comply with all applicable laws in connection with your resale activity, including telecommunications, sanctions, export control, and anti-money-laundering rules.

You are not an agent, franchisee, or commercial representative of ESIMITY and have no authority to make commitments on our behalf. These Business Terms do not grant you exclusivity of any kind.

9. Service Quality, Refunds & Support

• ESIMITY is a reseller of eSIM data plans sourced from third-party providers and does not operate its own mobile network. Actual network performance, coverage, and speeds depend on the underlying carriers and local conditions, and uninterrupted or error-free service is not guaranteed.
• Refunds to the Business Partner are available where an eSIM cannot be installed or cannot connect to the network due to a technical fault attributable to ESIMITY or its providers, provided the issue is reported within 30 days of the Order. Approved refunds are credited to your Balance (or offset against outstanding debt).
• Refunds are not available for expired eSIMs, unused data after the validity period, incompatible or carrier-locked devices, incorrect customer details provided in the Order, or issues outside ESIMITY's control (e.g. coverage gaps, roaming restrictions, third-party network failures).
• Any refunds or goodwill gestures you grant to your End Customers are at your own expense unless ESIMITY has approved a corresponding refund to you.
• Business Partners receive priority support via [email protected] during business hours. Any service levels beyond this require a separate written agreement.

10. Fair Use & Prohibited Conduct

• The Partner Platform and eSIM Plans may only be used for legitimate business purposes. Fair usage policies of the underlying providers apply to all eSIM Plans.
• You must not use the Partner Platform for fraudulent, unlawful, or abusive purposes, including money laundering, sanctioned-party transactions, spam, or network abuse.
• You must not scrape, reverse engineer, resell access to, or interfere with the Partner Platform, nor circumvent purchase limits, pricing, or security measures.
• ESIMITY may monitor usage patterns and may suspend or restrict accounts, Orders, or specific eSIMs in cases of suspected fraud, misuse, or unusual activity. Where reasonable, we will inform you of the reason.

11. Intellectual Property & Branding

All rights in the Partner Platform, the ESIMITY brand, logos, and content remain with ESIMITY or its licensors. We grant you a limited, non-exclusive, non-transferable, revocable right to use the ESIMITY name and marketing materials we provide, solely for the purpose of reselling eSIM Plans under these Business Terms and in accordance with any brand guidelines we communicate. This right ends automatically upon termination of the business relationship.

12. Data Protection

• Each party processes personal data in accordance with the EU General Data Protection Regulation (GDPR) and applicable German data protection law.
• With respect to End Customer data entered into the Partner Platform for the purpose of order fulfillment and eSIM delivery, each party generally acts as an independent controller for its own purposes. Details of ESIMITY's processing are described in our Privacy Policy.
• You must have a valid legal basis for disclosing End Customer data to us (in particular for delivery of the eSIM to the End Customer's email address) and must provide your End Customers with the information required under Articles 13 and 14 GDPR.
• Where our processing on your behalf requires a data processing agreement under Article 28 GDPR, one can be requested at [email protected].
• You must ensure that your Sales Agents handle customer data confidentially and only for the purposes of these Business Terms.

13. Confidentiality

Both parties will keep confidential all non-public commercial and technical information received from the other party in connection with the business relationship (including wholesale prices, margins, and platform functionality) and will use it only for the purposes of this agreement. This obligation survives termination for a period of three (3) years. Statutory disclosure obligations remain unaffected.

14. Warranty & Limitation of Liability

• The limitations of liability in this Section do not apply where liability cannot be limited under mandatory German law, namely for damages caused by intent or gross negligence, for injury to life, body, or health, for claims under the German Product Liability Act, and to the extent of any guarantee expressly assumed by ESIMITY.
• In cases of slight negligence, ESIMITY is liable only for the breach of essential contractual obligations (obligations whose fulfillment is a prerequisite for the proper performance of the contract and on whose fulfillment the Partner may regularly rely), and such liability is limited to the foreseeable damage typical for this type of contract.
• Subject to the foregoing, ESIMITY's total liability per contractual year is limited to the total amounts paid by the Business Partner to ESIMITY in the twelve (12) months preceding the event giving rise to the claim.
• ESIMITY is not liable for indirect or consequential damages, lost profits, or business interruption, except in the cases of unlimited liability above.
• ESIMITY is not liable for failures or delays caused by circumstances beyond its reasonable control, including force majeure, acts of government, and failures of third-party carriers, providers, or payment processors.
• Any strict liability of ESIMITY for defects already existing at the conclusion of the contract (§ 536a BGB analogously) is excluded to the extent legally permissible.

15. Indemnification

You will indemnify and hold ESIMITY harmless from all third-party claims, damages, fines, and reasonable costs (including legal fees) arising from:

• Your sales to End Customers, including breaches of consumer protection, price indication, tax, or telecommunications law;
• Misuse of the Partner Platform or eSIM services by you or your Sales Agents;
• Inaccurate information you provided (including VAT status and customer details);
• Your violation of these Business Terms or applicable law.

16. Term, Suspension & Termination

• The business partner agreement runs for an indefinite period. You may terminate it at any time with thirty (30) days' written notice (email to [email protected] is sufficient). ESIMITY may terminate with thirty (30) days' notice to the email address registered on your account.
• Either party may terminate without notice for good cause (aus wichtigem Grund), in particular in the event of material breach of these Business Terms, payment default, insolvency, fraud, or misuse. ESIMITY may also suspend the account for the duration of an investigation into suspected misuse.
• Upon termination: all outstanding debt becomes immediately due; access to the Partner Platform (including Sales Agent accounts) ends; eSIMs already delivered to End Customers remain active until their natural expiration; and any remaining prepaid Balance will, after set-off against outstanding amounts, be refunded to you unless it results from non-payable promotional credits, which are forfeited.
• Account and transaction data will be retained after termination to the extent required by statutory retention obligations (e.g. commercial and tax law) and as described in our Privacy Policy.

17. Changes to These Terms

ESIMITY may amend these Business Terms with effect for the future. We will notify you of amendments by email or via the Partner Platform at least fourteen (14) days before they take effect. If you do not object within this period, or if you continue to use the Partner Platform after the effective date, the amended terms are deemed accepted; we will point this out in the notification. If you object, either party may terminate the agreement in accordance with Section 16.

18. Governing Law & Jurisdiction

These Business Terms and the entire business relationship are governed by the laws of the Federal Republic of Germany, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

The exclusive place of jurisdiction for all disputes arising from or in connection with these Business Terms is Berlin, Germany, provided the Business Partner is a merchant (Kaufmann), a legal entity under public law, or has no general place of jurisdiction in Germany. ESIMITY remains entitled to bring proceedings at the Business Partner's general place of jurisdiction.

19. Final Provisions

• Severability. If any provision of these Business Terms is or becomes invalid or unenforceable, the validity of the remaining provisions remains unaffected.
• Entire agreement. These Business Terms, together with the General Terms and Conditions, the Privacy Policy, and any individually agreed written terms, constitute the entire agreement regarding the business partner relationship.
• Assignment. You may not assign rights or obligations under these Business Terms without our prior written consent.
• Written form. Amendments and side agreements must be made in writing (email suffices); this also applies to the waiver of this written form requirement.
• Language. These Business Terms are drawn up in English. Where a German translation is provided, the English version prevails in case of discrepancies.

20. Contact Information

If you have questions, concerns, or requests regarding these Business Partner Terms & Conditions, please contact:

Esimity UG (haftungsbeschränkt)
Charlottenburg, Berlin, Germany
Business inquiries: [email protected]
Support: [email protected]