Partner Contract

Agreement

between

(hereinafter “sobu”)

and



,
,

(hereinafter “the shop”)

regarding the Social Media & Business Network (sobu)

I.       PREAMBLE

sobu is a new Swiss online service that works according to the principle of “buy – share – earn”. After registering on sobu, a customer of a partner online shop can earn money each time they make a recommendation by publishing their purchase on their favorite social networks. If their friends follow the recommendation and in turn make a purchase from the shop, the customer will receive a credit from sobu. The customer’s friends can also benefit from the partner online shop’s special offers when placing an order.

sobu provides the necessary platform for this service (hereinafter “sobu”) and is responsible for invoicing and paying credits to customers.

As a sobu partner online shop, the shop operator can highlight its presence on social networks and benefit from word-of-mouth advertising.

All the parties benefit if a shop operator joins the sobu platform.

The parties therefore agree as follows:

II.      SUBJECT OF THE AGREEMENT
1.      Components of the agreement

1.1   The integral components of this Agreement are as follows, in increasing order of importance:

           a) This document

           b) Attached annexes

                 Annex 1: sobu manual

                 Annex 2: style guide (CI/CD)

                 Annex 3: remuneration

1.2        The general terms and conditions of the parties are excluded

2.      Scope of services and fulfilment of the agreement

2.1       sobu owes the services defined below in this Agreement.

2.2       sobu shall perform its services in a professional and diligent manner.

2.3       The following services, in particular, are included in the scope of services:

  • Implementation/interface connection support via a manual (see Annex 1, sobu Shop Manual)
  • First and second level support whilst operating sobu. sobu offers advice and technical support in connection with the sobu platform (see Annex 2).
  • Support and advice for the shop operator in the selection of possible incentives or benefits for customers and/or new customers

 

2.4       sobu is entitled to commission third parties to perform services.

3.      sobu platform and interface

3.1       sobu grants shop operators the right to install an interface to the sobu platform in their online shops for the duration of this Agreement.

3.2       sobu aims to ensure maximum uninterrupted availability of all the technical components of sobu. However, interruptions and faults cannot be ruled out. sobu shall rectify these as quickly as possible. sobu shall keep delays in rectifying faults, carrying out maintenance work and introducing new technologies, etc., short and shall perform such actions during low-traffic periods wherever possible. Disruptions to the sobu service, if any, will not affect the functioning of the shop operator’s website. SOBU is entitled at any time to disable the platform immediately in the event of disruptions by third parties (such as viruses or cyber attacks) or for any other important reasons.

3.3       The shop operator is responsible for programming its own interface to sobu. A handbook shall be provided for support purposes (see Annex 1). The shop operator is obliged to comply with the requirements set out in the sobu manual. sobu is entitled to modify the sobu manual at any time.

3.4       The shop operator may only commission a third party to program or maintain the interface with the prior written consent of sobu.

3.5       In terms of its employees and premises, the shop operator shall ensure that it is not possible to manipulate data entry, particularly through the misuse of equipment by company employees or unauthorised parties. The shop operator undertakes to release sobu from all third-party claims arising from unlawful use resulting from the breach of the shop operator’s contractual duties.

3.6       If the shop operator encounters technical problems that prevent the publishing process or the proper functioning of sobu, the shop operator undertakes to respond to the malfunction within 24 hours and to rectify the incident within 48 hours.

4.      Partner online shop

4.1       The shop operator must always provide complete and accurate information to sobu and, in particular, must truthfully state the business purpose of the shop it operates.

4.2       The shop operator is fully responsible for the operation of the shop’s website, the granting of incentives and for its products or services. sobu rejects any liability in this regard. The shop operator is fully responsible for ensuring that the online shop, the content published on it and the transactions processed through it meet the legal requirements.

4.3        The relevant shop operator is solely responsible for the accuracy, availability, appropriateness and currency of the information and services provided on the internet. The shop operator shall offer no goods or services for sale that represent a breach of the law or that lead to third-party rights being infringed. The shop operator shall observe the principles of integrity in business and the protection of minors and refrain from any action that may damage sobu’s reputation.

5.      Customer recommendations and publishing on social networks

5.1       After making a purchase from the online shop, the shop operator’s customers (“customer”) can register with sobu on the shop operator’s website. In doing so, they accept the applicable sobu General Terms and Conditions of Use.

5.2       Once the customer has registered, they can choose to write a customer recommendation and publish it in their own name on one or more of the social or business networks (“social network”) where they are registered from the selection offered by sobu.

5.3       The shop operator may provide customers with text suggestions for recommendations on social networks, which they may use and adapt. sobu excludes all liability for the content of customer recommendations and shall not verify their content. On registering for sobu, customers are warned against writing indecent or illegal recommendations.

5.4       sobu processes the data provided by the customer and publishes the customer recommendation on the customer’s chosen social network in the name of and on behalf of the customer, subject to acceptance by the social network in question.

5.5       The shop operator or the customer are not entitled to publish the customer recommendation on a specific social network. sobu is entitled to delete sobu connections to specific networks or to add new networks at any time. sobu does not expressly guarantee access to specific networks and accepts no liability if access to a network is denied or blocked for sobu customers.

5.6       The customer’s “friends” on the relevant social networks can acknowledge the recommendation published by sobu on behalf of and in the name of the customer, and make a purchase in the online shop via a link (hereinafter “new customer”), thereby benefiting from the shop operator’s purchase incentives (see Section 6.3 below). The conclusion of the agreement, the content of the agreement and the performance of the agreement are the sole responsibility of the new customer and shop operator.

6.      Style guide (CI/CD) and incentives

6.1       The shop operator undertakes to promote sobu actively on its website, subject to the rules set out in the style guide (Annex 2). It may supplement such promotion with references to any purchase incentives for new customers (see Section 6.3 below). sobu determines the position of the sobu banner during the shop operator’s checkout process. The shop operator undertakes to display the sobu banner accordingly, provided that it is technically feasible to do so.

6.2       Specific details are stated in the style guide as per Annex 2.

6.3       The shop operator undertakes to grant an appropriate purchase incentive to customers who have been referred through sobu and to publish information about such incentives on its website. sobu must be informed of the chosen incentive in advance and is entitled to reject such incentive for compelling reasons and to request a different purchase incentive. The shop operator is fully responsible for the nature of this purchase incentive. In particular, the shop operator must ensure that vouchers issued by sobu can be accepted at the checkout of its online shop. The shop shall be responsible for administrative processing.

6.4       The shop operator is obliged to grant a previous incentive up to 48 h after a change to the incentive published on its website if this is more attractive for the customer.

7.      Admission costs

7.1       The shop operator is not required to pay any admission costs to sobu for connecting to sobu.

8.      Settlement of credits and payment terms and conditions

8.1       Whenever a purchase is made as a result of a customer recommendation published via sobu, the shop operator owes sobu the agreed remuneration as set out under Annex 3.

8.2       sobu may extensively track orders by new customers that conclude agreements with shop operators due to the customer recommendation. The shop operator shall provide all information required as part of the fulfilment of the agreement in good time and in the agreed manner. In particular, the shop operator is obliged to inform sobu of all the purchases made as a result of “sobu” recommendations and to supply the specified data at the end of each month. As data required for the fulfilment of the agreement, the voucher code and associated sales must be provided by the shop operator. The transaction overview compiled by sobu on the basis of the transaction information provided by the shop operator and recorded by sobu forms the basis for the calculation of remuneration. Further details shall be provided in Annex 3.

8.3       sobu shall provide the shop operator with the transaction overview, statement of the remuneration owed by the shop operator and relevant invoice on a monthly basis. The statement shall be deemed accepted after 10 days following delivery. Invoices must be settled within 15 days from the invoice date. Upon expiry of this period, the customer shall be in default.

8.4       On receipt of the defined credit amount, the customer is notified by sobu and asked to connect to the sobu platform in order to enter the details required for payment of the agreed credit amount. sobu shall transfer the credit owed to the customer on a monthly basis on the 15th day of the month following receipt of payment by the shop operator.

9.      Consequences of contractual breaches and default

9.1       Should the shop operator breach any of its contractual duties, sobu will be entitled to block access to the sobu platform immediately, either on a temporary or permanent basis. sobu is also entitled to terminate the contractual relationship without notice in the event of a breach of a material contractual duty or multiple breaches of contract. The assertion of claims for damages (see 13) remains expressly reserved.

9.2       If the shop operator is in default with the payment of money owed, they are liable for a reminder fee of US$ 20. The shop operator acknowledges that in the event of default, sobu is entitled to disable access to the sobu platform until full payment of the outstanding receivables has been received or to terminate the agreement without notice for compelling reasons in accordance with Section 14.2. In such cases, sobu expressly reserves the right to assert compensation claims.

10.    Confidentiality

10.1     The parties shall treat all facts and information that are neither self-evident nor publicly accessible as confidential. This duty to maintain confidentiality shall exist prior to the conclusion of the agreement and shall continue after the end of the contractual relationship. The duty to maintain confidentiality also refers, in particular, to the content of the sobu manual (Annex 1).

10.2     The parties shall impose the duty to maintain confidentiality on their employees, subcontractors, subsuppliers and other commissioned third parties.

10.3     No breach of the duty to maintain confidentiality shall exist if both parties exchange confidential information within their group of companies.

11.    Data protection and data security

11.1     The data required for business operations shall be saved by sobu and treated as confidential. sobu shall use the recorded data exclusively to perform the contractually agreed services.

11.2     sobu is entitled to provide data to third parties if these third parties undertake to process the data exclusively for the agreed contractual purpose and treat it as confidential. The commissioned third parties may be headquartered abroad and carry out data processing outside of India.

11.3     The most modern security technology shall be used to protect data from unauthorized processing or access. No liability can be assumed for the security of data transferred on the internet. The shop operator is fully responsible for the security of the data provided by the new customer via the internet and saved on the shop operator’s web server.

12.    Copyrights and usage rights

12.1     All copyrights (intellectual property rights and ancillary copyrights) to the software used by sobu (“sobu software”), to the sobu brand and to the sobu system as a whole remain the property of sobu or authorized third parties.

12.2     The shop operator is granted the non-transferable, non-sublicensable, non-exclusive right to use the sobu interface for the duration of the contract as far as is necessary for the fulfilment of the contract. In particular, the shop operator is not authorised to copy, reverse engineer or decompile the sobu software or decode it in any other way.

12.3     sobu is the owner of the international brand and trademark “sobu” no. 626149.

The shop operator acquires the non-transferable, non-sublicensable, non-exclusive right to use the sobu name on its website for the duration of the contract in accordance with the provisions of this agreement and, in particular, solely in accordance with the rules and graphic specifications set out in the style guide (see Section 6).

12.5     All documents provided to the shop operator by sobu, including those in electronic form, may only be used for the agreed activity. They may only be copied with the written approval of sobu. Upon termination of the agreement, the shop operator shall return to sobu all documents provided to it for the fulfilment of the agreement and any copies thereof without being requested to do so. All electronic data shall be deleted and a confirmation of this issued.

13.    Liability

13.1     To the extent permitted by law, sobu accepts no liability for itself, its auxiliary persons or commissioned third parties. It shall be liable only to the extent of any proven loss or damages. It shall not be liable in cases of force majeure, consequential losses and lost profit.

13.2     In particular, sobu does not guarantee the uninterrupted service of sobu, the operation of sobu at any specific time or the authenticity and integrity of the data saved or transmitted via its system or the internet. Liability is also excluded for the inadvertent disclosure of, damage to, loss or deletion of data sent, received or saved.

13.3     sobu shall, in particular, not be liable for losses that may arise due to the refusal or deletion of a customer recommendation on a social network or the loss of an order of a new customer.

13.4     sobu shall not be liable for losses caused by third parties as a result of misuse of the connection (including viruses).

13.5     In particular, sobu assumes no responsibility for contractual or other relationships between the shop operator and its (new) customers, visitors or users of the online shop.

13.6     sobu accepts no liability for the content of the customer recommendations written by customers.

13.7     sobu assumes no del credere risk and shall not be liable for the recoverability of the online shop’s receivables from its customers.

14.    Contractual term/termination

14.1     This Agreement shall come into force upon its signature and is concluded for an indefinite term.

14.2     The agreement may be terminated subject to a notice period of three months from the end of any  month. Termination may only be carried out in writing by post.

Good cause remains reserved (see Section 14.3 below).

14.3     The parties may terminate the agreement for good cuase before the expiry of the agreed contractual term without notice. Good cause for sobu is, in particular:

–     A breach by the shop operator of legal provisions;

–     The repeated or serious breach of contractual obligations;

–     The intention of the shop operator to withdraw its offering;

–     A significant deterioration of the financial situation of the shop operator from which the risk of insolvency may be inferred;

–     Breach of the duty to inform regarding purchases made by new customers;

–     Non-payment of the contractually agreed commission.

15.    Transfer of rights and duties

15.1     The shop operator may only transfer rights and duties under this Agreement to third parties with the prior written agreement of sobu.

16.    Written form

16.1     Amendments to this Agreement and this clause or the integral components of the agreement must be made in writing to be valid.

17.    Severability clause

17.1     Should individual provisions of this Agreement be incomplete, legally invalid or unenforceable for legal reasons, the validity of the agreement as a whole shall not be affected. In such a case, the parties shall reach an arrangement such that the relevant provision is replaced with a valid provision that is as financially similar to the relevant provision as possible and is in line with the spirit of the agreement.

18.    Transfer clause

The shop acknowledges that sobu, as a business unit of sobu Group Switzerland, may be set up externally as a separate company. The shop agrees that the contractual relationship shall be transferred to this new company at the relevant time and that this fact does not constitute grounds for extraordinary termination.

19.    Place of jurisdiction and applicable law

19.1     The place of jurisdiction for all legal disputes under this Agreement is Bengaluru, India.

19.2     India law shall apply to the contractual relationship.

20.    Drafting

20.1     This Agreement has been drawn up in two identical copies.