Legal Docs / Partnership Agreement

Partnership Agreement

Effective as of 26th December 2018

This is a legal agreement between you and ECOMBIX Oy (“Sellbery”), located at c/o Novius Pro Oy, Hitsaajankatu 6, 00810, Helsinki, Finland.
By submitting the online Signup Form you agree that you have provided true, accurate, current and complete information and that you have read and understand the terms and conditions of this Agreement and that you agree to be legally responsible for the terms and conditions hereof.

1. Overview

1.1 This Agreement contains the complete terms and conditions that apply to you becoming a Partner in Sellbery’s Partner Program. The purpose of this Agreement is to regulate partner relations between Sellbery and its partners and ensure that Sellbery and its partners fully understand their mutual rights and obligations. Please note that throughout this Agreement “we”, “us”, and “our” refer to Sellbery.com, and “you”, “your”, and “yours” refer to the Partner.

1.2 You and Sellbery are independent contractors, and these Partnership agreement does not create a joint venture, partnership, agency, fiduciary, or any employment relationship. The use of the term “Partner” refers solely to membership in the Sellbery Partner program. Neither party nor any of its respective affiliates is an agent of the other for any purpose or has the authority to bind the other.

2. Definitions

Partner – business or entity applying to or participating in Sellbery’s Partner Program, or other means, using a Partner referral link in exchange for receiving a commission from Sellbery for Qualified Purchase made by a Referred Customer.

Partner Site – the Partner’s website which displays Sellbery logo connected with a referral link to Sellbery website.

Commission Fee – a fee paid to you for each Qualified Purchase made by a Referred Customer in accordance with the terms of this Agreement.

Minimum level commission – the amount of Commission Fee the Partner must acquire every month prior to receiving a payment from Sellbery.

Qualified Purchase – a Subscription plan bought through your referral link.

Subscription plan – a monthly or yearly fee paid by our client depending on the chosen amount of SKUs https://app.sellbery.com/
pricing
.

Referred Customer – each new and unique customer referred from the Partner via a Link and having provided a valid account, billing information and made a Qualified Purchase.

Signup Form – special form submitted by the Partner to participate in Sellbery Partner Program, which is available for registered users of Sellbery.com only.

3. Enrollment into the Partner Program

3.1. To proceed the enrollment process, you need to:

  • register on Sellbery.com website;
  • confirm your account by email;
  • provide correct payment information;
  • submit the Partner Program Signup Form.

3.2. The Signup Form can be found at the Partner Tab in the Sellbery App with a link https://sellbery.com/partners.

3.3. This Agreement comes into force from the moment you submit the Signup Form and is valid for an unlimited time unless terminated by any reason specified hereof.

4. Commissions and Payments

4.1. All Commissions are paid to the Partner by Stripe. If you do not have a Stripe account, you are advised to create a Stripe account through https://stripe.com/.

4.2. Commissions are calculated and paid to Partners for each Qualified Purchase based on the commission rates published on Sellbery’s website https://sellbery.com/partners. Sellbery reserves the right to change commission rates and benefit amount at any time on its sole discretion.

4.3. Commission payments are paid monthly every first business day of the month following the month when Qualified Purchase was made by the Referred Customer.

4.4. Commissions payments become payable once you provide all relevant payment details, accomplish all required conditions and reach the Minimum level commission of 30 euro based on the commission rates.

4.5. Commission Fees are paid in Euro based on the current information in your Partner profile. Transaction expenses are handled by Partner. You are solely responsible for paying any national taxes that may be applicable.

4.6. You are only eligible to earn a Commission Fee on Qualified Purchases occurring during the term of this Agreement. Commission Fees earned prior to the date of Agreement’s termination are due to be paid only if the orders for the related Qualified Purchases are not canceled within Sixty (60) days from the moment of order and comply with all the terms of this Agreement. We may withhold your final payment of Commission Fee for a reasonable time to ensure that all Qualified Purchases are valid and payments from Referred Customers are legitimate as determined by Sellbery.

4.7. Sellbery reserves the right to suspend or cancel the payment of a Commission Fee at any time if it suspects fraud or other improper activity or a potential breach of any of the terms of this Agreement by the Partner or a Referred Customer. Sellbery reserves the right to deduct from Partner’s current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable, and cancelled purchases. Partner may file a claim to Sellbery regarding suspended or canceled Commission Fees during Thirty (30) days from the moment they believe this payment was meant to be paid.

4.8. Commissions for any Referred Customer who is associated with any Sellbery reseller, referral or other program may not be considered a Qualified Purchase i.e. you may not receive double commissions or compensation.

5. Sellbery’s Rights and Responsibilities

5.1 When you qualify and agree to participate as a Partner, we could make a variety of graphics and textual links available to you (each referred to herein as a “Link” or collectively, as the “Links”). You agree to cooperate fully with us in order to establish and maintain such Links. You agree that your use of the Links must be in compliance with the Agreement. Sellbery may modify the Links from time to time in its sole discretion.

5.2 We provide all information necessary for you to make Links from your Partner Site to our website. Sellbery is solely responsible for processing (including payment processing, cancellations, and refunds) of Qualified Purchases, for tracking the volume and amount of Qualified Purchases generated by your Partner Links, and for providing information to Partners regarding Qualified Purchase statistics.

5.3 Referred Customers who made Qualified Purchase via our partner network are deemed to be Sellbery Customers. Sellbery’s Terms and Conditions, rules, policies, and operating procedures will apply to such customers. We may change our policies, pricing, and operating procedures at any time without prior notice.

6. Licenses

6.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our website through Links solely in accordance with the terms of this Agreement and (ii) solely in connection with such Links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials without any modification or disfiguration of such Licensed Materials and to the extent that you are a member in good standing of Sellbery’s Partner Program. You agree that all uses of the Licensed Materials will be on behalf of Sellbery and the good will associated therewith will inure to the sole benefit of Sellbery.

6.2. Entering into this Agreement you also agree that we may use your trade name, trademarks, logos and similar identifying material for publication on our website or on other sources.

6.3. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

7. Disclaimers

7.1 We make no express or implied warranties or representations with respect to the Partner Program or any Qualified Purchase made through the Partner Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our website will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors, including the tracking of information concerning Referred Customers during any period of interruption.

8. Representations and Warranties

You hereby represent and warrant to us as follows:

  • You have reviewed and understood this Agreement and you have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party.
  • Your acceptance of this Agreement and participation in the Partner Program will not violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.
  • Each Referred Customer is valid, genuine, and unique and meets the criteria of a Qualified Purchase for generating a Commission Fee as provided in this Agreement
9. Governing Law and Arbitration

9.1. This Agreement shall be governed, construed, and enforced in accordance with the laws of Finland.

9.2 All claims and disputes arising out of or in connection with this Agreement are to be settled by binding arbitration in the Helsinki International Commercial Arbitration at the Association “International Association of Arbitrators of commercial arbitration courts”. The place of arbitration shall be Helsinki.

10. Modification and Termination of the Agreement

10.1 Either party may terminate this Agreement any time by its sole discretion by giving prior notice at least 30 days prior to termination. In this case 1) all licenses granted to you by us will terminate; 2) all materials granted to you under article 6 will be removed from your site; 3) you will immediately cease to identify yourself as a Sellbery Partner.

10.2 We may modify this Agreement at any time in our sole discretion. If any modification is unacceptable to you, you may terminate this Agreement by giving at least 30 days prior to notice. In this event, you shall be entitled to your rights under the unmodified Agreement prior to the date of the applicable modification.

10.3 You are required to notify us promptly of any change in your address by updating your profile information.

10.4 Any attempt by the Partner to manipulate, falsify or inflate Referred Customers, Qualified Purchases, or Commission Fees to intentionally defraud Sellbery or any violation of the terms of this Agreement constitutes immediate grounds for Sellbery to terminate the Partner’s participation in the Partner Program and will result in loss of any Commission Fee by the Partner.

11. Confidentiality

11.1 The parties have agreed that any and all information related thereto, including, but not limited to any business, technical, financial, and customer information, provided or disclosed by one party to the other for performance of this Agreement, as well as any and all information exchanged by the parties in the course of their negotiations and correspondence related to the subject matter hereof, will remain the sole property of the disclosing party, and shall not be disclosed, published or otherwise disseminated to third parties without the prior written consent of the parties, unless otherwise provided herein or such information is subject to the mandatory disclosure or publication pursuant to the applicable law.

11.2 All information related to Referred Customers’ payments received by Partner must be kept confidential and should not be disclosed to the third parties unless otherwise is prescribed by law.

12. Limitation of Liability

12.1 We will not be liable for any indirect, special or incidental damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Partner program, even if we have been advised of the possibility of such damages. Further, our general liability arising with respect to this Agreement and the Partner program will not exceed the total commissions paid or payable to you under this Agreement during the Three (3) month period preceding the event giving rise to such liability.