This Host Agreement and Platform Terms (“Agreement”) sets out the terms that govern the relationship between Aridrishti SL, a company incorporated under the laws of Spain, with registered office at Calle Leon Felipe 6, 8 C, Madrid, Spain (“Platform”), and any individual or legal entity that registers as a host on the Platform (“Host”). The Platform and a Host are each a “Party” and together the “Parties”.
The Platform operates an online marketplace through which events and activities are made available to participants.
The Platform provides Hosts with technology, marketplace, booking, payment collection, administration, customer communication and related services.
The Platform also contracts with participants through the Platform for participation in events made available through the Platform, in accordance with the applicable participant terms.
The Host must provide complete and accurate information requested by the Platform, including, where applicable:
The Host must promptly notify the Platform of any change to this information.
The Platform may request documentary evidence of the Host's business, tax or VAT status, including evidence of VAT registration or a valid VAT identification number.
The Host may create and publish events through the Platform, subject to Platform approval and applicable Platform policies.
The Host is responsible for providing accurate information concerning each event, including:
The Host must provide the event in accordance with the information published to participants.
The Platform may reject, remove, suspend or modify the publication of an event where reasonably necessary to comply with applicable law, Platform policies, safety requirements or payment-provider requirements.
For transactions made through the Platform, the Platform contracts with participants in its own name for the provision of participation in events made available through the Platform, subject to the applicable participant terms.
The Platform may therefore:
The Host authorises the Platform to perform these functions in accordance with this Agreement.
The Host may propose the price at which participation in an event is offered through the Platform, subject to the Platform's applicable policies.
Unless otherwise stated, the event price established by the Host represents the gross event price attributable to the event participation before deduction of the Host Platform Fee, transaction fees and other applicable deductions under this Agreement.
The Platform may charge participants a separate Platform fee.
The Platform may charge participants a separate fee for services provided by the Platform.
Unless otherwise stated, the participant Platform fee is 5% of the applicable event price.
The participant Platform fee is separate from the Host Platform Fee described in this Agreement.
The Platform will determine and apply any VAT or other taxes applicable to amounts charged to participants in accordance with applicable law.
Where applicable, the Platform may include the participant Platform fee in the taxable amount of the participant transaction.
In consideration for the technology, marketplace, payment, administration and related services provided by the Platform to the Host, the Host agrees to pay the Platform a fee equal to 10% of the applicable gross event proceeds generated through the Platform (“Host Platform Fee”).
For example, where an event generates gross event proceeds of €1,000, the Host Platform Fee is €100.
The Host Platform Fee is a fee payable by the Host to the Platform and is separate from any fee charged to participants.
The Platform will apply the VAT treatment required by applicable law to the Host Platform Fee.
Where Spanish VAT applies, the Platform will charge Spanish VAT at the applicable rate.
Where the Host is a qualifying business established in another EU Member State and the applicable B2B place-of-supply rules apply, the Platform may issue the Host Platform Fee invoice without Spanish VAT and apply the applicable reverse-charge treatment.
Where the Host is a private individual or otherwise a non-business customer, the Platform will apply the VAT treatment required under the applicable rules.
The Host is responsible for providing accurate information necessary for the Platform to determine the applicable tax treatment.
The VAT treatment of the Host Platform Fee is independent of the tax treatment applicable to the underlying event transaction.
Amounts attributable to the Host from participant transactions will first be calculated as gross event proceeds.
The Host's gross event proceeds are amounts attributable to the Host before deduction of amounts payable by the Host to the Platform and statutory amounts that the Platform is required to deduct or withhold.
Before amounts are transferred or credited to the Host's available wallet balance, the Platform may deduct:
After these deductions, the resulting amount will be credited to the Host's available wallet balance, subject to the Platform's settlement procedures.
Applicable payment processing or transaction fees, and any taxes or statutory withholdings that the Platform is legally required to deduct or withhold, are not deducted at this stage. These amounts are instead deducted when the Host requests a withdrawal from the Platform wallet — see Section 13 (Tax Withholding — IRPF and IRNR), Section 14 (Payment Processing and Transaction Fees) and Section 15 (Payment to Host).
The following example is for illustration only.
Where an event generates €1,000.00 in gross event proceeds and the Host Platform Fee is subject to Spanish VAT:
No payment processing or transaction fee, and no IRPF or IRNR withholding, is deducted at this stage.
Applicable payment processing or transaction fees and any IRPF or IRNR withholding are deducted later, at the time the Host requests a withdrawal from the Platform wallet — see Section 15 (Payment to Host) for a corresponding withdrawal example.
The example does not establish a particular withholding rate, transaction fee or withholding base.
A statutory withholding such as IRPF or IRNR is not a Platform fee and does not constitute revenue of the Platform.
The Platform will issue the Host with an invoice for the Host Platform Fee in accordance with applicable invoicing and tax requirements.
For example, where the Host Platform Fee is €100 and Spanish VAT of 21% applies:
The Platform may deduct the invoiced amount before transferring or crediting the resulting balance to the Host's Platform wallet.
The Host Platform Fee invoice represents the Platform's supply of platform and related services to the Host.
Any payment processing or transaction fee may be shown separately or deducted in accordance with the Platform's applicable fee schedule.
The Parties acknowledge that the Host Platform Fee is separate from the underlying event transaction.
The Platform will determine the invoicing and tax documentation required for the underlying event transaction based on the applicable contractual structure, the Host's status, the nature and location of the event and applicable tax law.
Where applicable and legally permitted, the Platform may issue invoices or other tax documents in the Host's name and on the Host's behalf under a self-billing arrangement.
Where self-billing is used, the Parties will comply with applicable self-billing requirements, including any required prior agreement, acceptance procedure, provision of copies and required invoice wording.
Self-billing is an invoicing mechanism only and does not by itself determine the legal characterization of the underlying transaction or the applicable VAT treatment.
Nothing in this Agreement requires the Platform to issue a self-billed invoice where no such document is legally required or where the Platform determines that another invoicing mechanism is applicable.
Where the Platform is legally required to withhold amounts from a payout made to the Host, including applicable IRPF or IRNR withholding, the Platform will deduct those amounts at the time the Host requests a withdrawal from the Platform wallet, before the net amount is paid out to the Host.
IRPF or IRNR withholding is not deducted when amounts are first credited to the Host's available wallet balance following an event; it applies only to the amount the Host actually requests to withdraw.
The Platform may remit withheld amounts to the relevant tax authority and provide the Host with the applicable tax information, certificates or other documentation required by law.
The applicable withholding will depend on the Host's legal status, tax residence, nature of the income and applicable tax rules in effect at the time of the withdrawal.
The Host is responsible for providing accurate information necessary to determine the applicable withholding treatment.
The Platform may request tax documentation from the Host to establish the applicable withholding treatment.
The Platform may use third-party payment providers or other payment-processing services to process participant payments and Host payouts.
Applicable payment processing, transaction, payout or similar fees may be charged to or deducted from amounts otherwise payable to the Host in accordance with the Platform's applicable fee schedule.
These fees are deducted at the time the Host requests a withdrawal from the Platform wallet, not when amounts are first credited to the Host's available wallet balance following an event.
Transaction fees are separate from the Host Platform Fee.
The Host may request payout of amounts shown as available in its Platform wallet, subject to:
The Platform may delay or suspend a payout where reasonably necessary to investigate fraud, chargebacks, payment disputes, regulatory requirements or other legitimate risks.
Applicable payment processing or transaction fees and any applicable IRPF or IRNR withholding are calculated and deducted at the time of the withdrawal request, from the amount the Host requests to withdraw — see Section 13 (Tax Withholding — IRPF and IRNR) and Section 14 (Payment Processing and Transaction Fees).
For example, where the Host requests to withdraw €879.00 from its available wallet balance, and a payment processing fee and IRPF or IRNR withholding apply:
This example is for illustration only and does not establish a particular fee, rate or withholding base.
The Platform's wallet balance may also include amounts unrelated to a specific event (for example, cashback or referral incentives). Applicable payment processing fees and statutory withholdings apply to the amount withdrawn as a whole, calculated once at the time of withdrawal, and are not calculated or deducted separately per event or per source of wallet funds.
The amount available for payout is the amount remaining after all applicable deductions have been made.
The Platform may deduct from the Host's gross event proceeds, wallet balance or future payouts amounts relating to:
Where a Host cancellation or failure to provide an event results in participant refunds, the Platform may recover the corresponding amounts from amounts otherwise payable to the Host, subject to applicable law and the Platform's policies.
The Host is responsible for:
Nothing in this Agreement relieves the Host of legal obligations that apply directly to the Host.
The Host must accurately identify whether it is:
The Platform may request evidence of the Host's declared status.
The Platform may rely on information and documentation supplied by the Host unless it has reason to believe that such information is inaccurate.
The Host must not falsely claim to be a business, VAT-registered entity or EU VAT-registered entity.
An EU business Host must provide a valid VAT identification number where required.
Where applicable, the Platform may verify the VAT identification number through the relevant VAT information systems.
The existence of a valid VAT identification number does not by itself determine the VAT treatment of every transaction.
The Platform may apply the VAT treatment required by the applicable place-of-supply and other tax rules.
Where the Platform and Host agree to use self-billing and applicable law permits it, the Host authorises the Platform to prepare invoices on the Host's behalf for transactions for which self-billing is applicable.
The Host agrees to review and accept such invoices in accordance with the agreed procedure.
The Platform will provide the Host with copies or electronic access to applicable self-billed invoices.
The Host remains responsible for notifying the Platform of any required correction or rejection within the applicable acceptance period.
Self-billing does not constitute an additional fee charged to the Host.
The Host Platform Fee is separate from the participant Platform fee.
The Platform will not treat the same Host Platform Fee as a deduction more than once.
VAT charged on the Platform's Host Platform Fee is VAT on the Platform's service and is not a second Host Platform Fee.
Payment processing or transaction fees are separate from the Host Platform Fee.
Statutory tax withholdings such as IRPF or IRNR are separate from the Host Platform Fee and represent amounts withheld or remitted pursuant to applicable law.
The Platform will maintain records of transactions processed through the Platform, including, where applicable:
The Host may access applicable wallet statements and transaction information through the Platform.
The Host agrees to comply with the Platform's applicable community, safety, cancellation, payment, content and event policies.
Such policies may be updated from time to time, subject to applicable law and any required notice.
The Host must not use the Platform to:
The Platform may suspend or terminate a Host account where the Host:
Termination does not affect obligations that accrued before termination.
The Platform may retain or delay amounts where reasonably necessary to resolve refunds, chargebacks, disputes, tax obligations or other outstanding liabilities.
Except for the contractual relationship expressly established under this Agreement regarding the provision of event participation through the Platform, the Parties are independent contracting parties.
Nothing in this Agreement creates an employment relationship, partnership or joint venture between the Parties.
The Platform's ability to contract with participants, collect payments, issue participant documentation, administer bookings and settle Host proceeds does not by itself create an employment relationship with the Host.
The Host grants the Platform a non-exclusive licence to use the event descriptions, photographs, logos and other content supplied by the Host for the purpose of operating, marketing and promoting the Host's events through the Platform.
The Host represents that it has the rights necessary to provide such content.
Each Party will comply with applicable data-protection legislation in connection with its activities under this Agreement.
The Platform's handling of personal data will be governed by its applicable Privacy Policy and other data-protection notices.
The Platform may change the Host Platform Fee, participant Platform Fee, transaction fees or other applicable fees by providing reasonable advance notice, subject to applicable law.
Changes will apply from the effective date stated in the relevant notice.
Each Party remains responsible for losses caused by its own breach of this Agreement or applicable law, subject to any limitations permitted by applicable law.
Nothing in this Agreement excludes or limits liability that cannot legally be excluded or limited.
This Agreement shall be governed by the laws of Spain, unless mandatory applicable law provides otherwise.
Any dispute arising from this Agreement shall be submitted to the competent courts determined under applicable law.
By registering as a Host, publishing an event or otherwise accepting these Terms, the Host confirms that it has read, understood and agreed to this Agreement.
The Host expressly authorises the Platform to:
