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T&CS Partnership Agreement - B2b

PART 2: GENERAL CONDITIONS OF THE PARTNERSHIP

Definitions:

Agreement: this partnership agreement comprises the General Conditions and Part 1.

B2b Price: Price agreed to be paid by the Promotional Agent to the Partner for the Experience when the service has been rendered. 

Experience: Service(s) offered to a Voucher Holder.

Experience Gift: Gift box or e-Box distributed under the Group’s Trademarks, which offer one Service or a selection of various Services offered by the Partner, which shall be made up of an illustrated guide and a Voucher, whether physical or dematerialized.

Promotional Agent: All the companies owned directly or indirectly by ExperienceLifee L.L.C & Wondergifts LL.C.

Partner: the company or person which is the signatory of this Agreement and provides the Service.

Service or Component: offer(s) of the Partner, as described in the Part 1.

Trademarks: Wondergifts® and any other trademarks that the Promotional Agent may acquire and/or market.

Voucher: the document with no face value, whatever the form and packaging thereof, that gives right to the Voucher Holder to the provision of the Experience from the Partner.

Voucher Holder: any person who holds a Voucher giving him the opportunity to enjoy an Experience from the Partner of his choice

 

Clause 1 - Purpose

1.1 This Agreement sets out the terms and conditions in accordance with which Promotional Agent entrusted as a business developer by the Partner, with the task of bringing him new customers and promoting his Services as described in the Part 1.

The promotion of the Partner’s Services will be done by issuing Vouchers, editing and marketing, offline and online, Gift Boxes, at Promotional Agent’s cost, in the name and on behalf of the Partner, in exchange for the provision of the Partner’s Services.

In no circumstances does Promotional Agent purchase the Partner’s Services.

Clause 2 – Price Parity

The Partner will ensure that price parity is maintained at all times for the offers it agrees to be marketed by Promotional Agent.

Clause 3 - Commission

The Commission is the total amount kept by the Promotional Agent to sell the Experience. It is calculated based on this formula: Commission = Experience Selling Price - B2b Price. The Commission is inclusive of VAT unless specified otherwise. The B2b Price is defined in Part 1 of the agreement for each Experience. 

Clause 4 - Promotion of the Partner’s Services

Promotional Agent has acquired genuine experience and a recognized know-how in the creation of “Experience Gifts”.

The Partner agrees that Promotional Agent shall be free to integrate his Service(s) into any one or other of its Vouchers. After acceptance by the Partner, his Services could be marketed in the Gift-boxes and e-Boxes, their guides, the Group’s websites, etc. Promotional Agent can also market the Partner’s Service as a Single Experience Voucher.

Promotional Agent shall be free in the organization of the promotion of the Partner’s Service(s) and its prospecting of new customers for the Partners. In particular, Promotional Agent may devise and distribute, subject to its sole discretion, the presentation of the Partner’s Service(s), without restriction, in the framework of its Vouchers, including, inter alia, all visuals accompanying the description of such Service(s). These Experience Gifts shall be marketed through multiple distribution channels at the discretion of Promotional Agent: mass retail, specialized stores, Promotional Agent websites, online stores, etc.

Clause 5 - Price of the Experience Gifts

The Partner agrees that the facial value of the Experience Gifts may differ from Partner’s own direct retail price. Promotional partner at their discretion can change the facial value paid by the customer.  In any event, the Partner shall always be reimbursed the B2b Price amount set out in the Part 1, unless agreed otherwise in writing.

Clause 6 - Quality of the Services and treatment of the Voucher Holders

6.1 A high-quality service is very important for the satisfaction of Promotional Agent, and the Partner agrees to deliver a high-quality of Services to the Voucher Holders.

The Partner shall ensure that:

•  all equipment used in the provision of any experiences, activities or services provided are properly maintained and kept in good state of repair; and

•  all its staff and any independent contractors used by him are adequately trained and/or qualified for their respective jobs.

The Partner agrees to accept all the Voucher Holders; except in cases of proven unavailability, and to treat them in the same manner as his other customers.

The quality of the Service provided by the Partner to the Voucher Holders shall be rated by Promotional Agent according (but not limited to) the result of Promotional Agent beneficiary survey, any proactive and direct feedback made by the Voucher Holder to Promotional Agent Customer Service and quality data obtained from external service providers. The Partner agrees to discuss immediately any quality issue brought up to Promotional Agent attention by a Voucher Holder.

6.2 If it is not the case, Promotional Agent may terminate the Agreement pursuant to Article 16.

Clause 7 - Intellectual property rights

7.1. The Partner agrees to provide Promotional Agent at least 4 High Definition digital photos for each Service, in accordance with the Media Guidelines defined in Clause 19.

7.2 At the same time, the Partner authorizes Promotional Agent to act in accordance with the provisions of the clause below:

If Promotional Agent identifies visual elements which could permit a best promotion of the Partner’s Services, it may request the Partner to use them, Partner will be notified about such request by email. Failing to receive from the Partner a reasoned refusal within 7 calendar days from the date of notification of the request of use, Promotional Agent will be authorized to use the visual elements.

7.3. The Partner assigns Promotional Agent, for free and in a non-exclusive way, the right for online and offline exploitation on any Vouchers and by any means (including the right of representation and the right of reproduction, which contains the right of modification and adaptation) of all original and non original contents (photographs, texts, logos, brands, etc.) directly or indirectly provided by the Partner across all countries and for the duration of the partnership, increased by a period of 24 months. This assignment includes the right for Promotional Agent to use the visual and textual elements for promoting and marketing the Services, and for referencing, informing, filing and/or booking purposes.

7.4 Regarding the images of the Service, including the Partner’s staff, the Partner undersigns to have obtained the agreement of the person(s) shown in the photograph(s), for the publication and diffusion of the images.

7.5 The Partner guarantees Promotional Agent against all claims, judicial or extrajudicial actions related to the contents and agrees to fully indemnify Promotional Agent of all costs and losses which might be caused thereby.

7.6. The Partner allows Promotional Agent to report on all its Vouchers of the Partner’s awards, certifications and distinctions obtained from companies or third parties.

7.7. The Promotional Agent is authorized to use all the Trademarks belonging to the Partner online, offline and by any means (including the right of representation and the right of reproduction, which contains the right of modification and adaptation)

Clause 8 – Our daily relationship

Once the Partner’s account is set up in Promotional Agent systems, his/her relationship will be managed by the dedicated Promotional Agent Partners Relations Team. The Partner Relations Team will support the development of the Partner within the Promotional Agent ecosystem from initial Welcome stage, Training and Support through to business development to maximize the business volume for the Partner. The Partner Relations Team will also communicate all developments and innovations that further enhance the business volume of the Partner.

Clause 9 – Financial conditions

9.1 Voucher Redemption Payments

The voucher redemption payment for each particular Experience shall match the B2b Price amount specified in Part 1 and is due only when the Voucher is redeemed by the Partner (the “Voucher Redemption Payment”).

The payment to the Partner shall be made within 30 working days against each valid booking for which Partner has already provided the services to the Customer, unless specified otherwise. Promotional Agent reserves the right to withhold payment to the Partner in the event that the Partner is in breach of its contract to provide services within the agreed offers to a Customer.

Promotional Agent will issue a VAT invoice to the Partner in respect of its Commission along with a statement of account showing the redemptions of the previous period.

9.2 Booking Process

The Partner agrees to comply fully with Promotional Agent’s online booking verification and notification process, as set out on Promotional Agent’s website and/or notified to the Partner from time to time.

The Partner shall be responsible for using the Promotional Agent booking verification and notification process to ensure that Vouchers used by Customer are valid, meaning the Voucher must, as at the date of the booking, be one that: can be validly redeemed for the specified offer and has not expired.

Clause 10 – Legal authorizations, insurance and change of situation

10.1 The Partner undertakes to hold and provide Promotional Agent all the professional certifications and authorizations legally required to provide his Service(s).

10.2 The Partner shall keep Promotional Agent indemnified in full against all costs, expenses, damages and losses awarded against or incurred or paid by Promotional Agent as a result of or in connection with any claim made against Promotional Agent by a Voucher Holder, arising in connection with the supply of Services.

10.3 If the Partner’s situation changes with regard to such authorizations, certifications or qualifications or should the Partner stop operating its business, the Partner undertakes to inform Promotional Agent thereof within seven (7) days after such change.

Clause 11 – The liability

Promotional Agent shall have no liability to the Partner in respect of any losses or damages caused by the Voucher Holder or by the Partner to the Voucher Holder.

Any compensation paid by Promotional Agent to Voucher Holder resulting from the Partner’s breach, in the context of the provision of its Services, shall be assumed by the Partner in the form of a partial or full withholding of the reimbursement of the amount payable in respect of its Services. In any case, the Partner will be notified in any circumstances of the eventual compensation paid to the Voucher Holder by Promotional Agent.

Clause 12 - Assignment

Any assignment of the Partner's business or offer to a third party shall automatically result in the assignment of the benefit of this Agreement to said third party. It is agreed that the Partner shall be obliged to first inform Promotional Agent regarding any assignment of the Agreement and/or rights and obligations to any natural person or legal entity of its choosing. In this case, Promotional Agent shall be entitled to request the early termination of the Agreement with effect from the assignment of the Agreement subject to no penalties.

Promotional Agent shall be free to assign or novate the Agreement to any company belonging to its corporate group from time to time.

Clause 13 - Confidentiality

The Parties undertake to keep the terms of this Agreement and all the information of which it may become aware in the context of the performance of the Agreement strictly confidential. In the event of the termination of this Agreement for any reason whatsoever the Parties undertake to keep all the information referred to above of which it may become aware in the context of the performance of this Agreement confidential for a period of 2 years from such termination.

Clause 14 – Personal Data

The Parties represent and warrant, each as far that it is concerned, to respect and comply with any and all statutes, laws, secondary legislation and regulations relating to privacy, confidentiality and/or collection and processing of personal data, including those that may be adopted in the future, applicable to the performance of the Partnership.

Clause 15 - Agreement Validity & Termination

This Agreement will remain valid until either party terminates it following the process stated hereafter. The agreement can be cancelled by either party giving to the other 1 month written notice of their intention to terminate the Agreement, or immediately should there be a breach of contract which (if capable of rectification) is not rectified within 30 days of notice of breach being given to the relevant party or in the event that the other party becomes insolvent or enters into any arrangements with its creditors or takes or suffers any similar action in consequence of debt. All outstanding vouchers must be still honoured or (if this is not possible) where Promotional Agent has already passed the Partner the amount paid by the customer for the offer this amount must be refunded to Promotional Agent. Termination of this Agreement must be sent by courier.

Clause 16 - Early termination for breach

In the event of non-compliance by one of the Parties with any one of its obligations pursuant to the Agreement, and in particular in the event of the non-compliance of the Partner’s Services and/or non-compliance with the quality requirements, within 15 business days of the sending of a warning notice remained unheeded, the other Party may automatically terminate this Agreement, in its entirety and/or one or all of Services included in the Part 1, by any means, without notice or compensation.

Clause 17 - Vouchers validity

Unless specified otherwise in Part 1 of the Agreement, all vouchers issued before either party gives official notice of termination to the other party must be accepted and honored by the Partner for a period of up to 3 months following the official termination date. Promotional Agent is liable to pay all the Vouchers honored by the Partner at all time in accordance with Clause 9.  

Clause 18 - Governing law and jurisdiction

The Agreement shall be governed by the law of the country in which the Partner is established. Any dispute relating to the interpretation, performance or termination will be subject to the exclusive jurisdiction of the competent courts of the defendant's place of residence.

Clause 19 - Media Guidelines

Please provide media according to the guidelines below. All media assets transferred to the Promotional partner will be transferred with all intellectual rights as explained in clause 7. Promotional partner will not be responsible for any breach of copyrights or infringement of any intellectual property rights of the Partner or another related or unrelated party

Website Images: 1 Banner Image (Recommended resolution 1920 x 1080 pixels (Full HD) or higher) and 4 Product Images (800 x 600 pixels for optimal quality. Consider using larger resolutions for more detailed or prominent images).

Print Media: 4 x Brochures/Flyers: 300 DPI (dots per inch DPI) and 1920 x 1080 pixels

Video: Please provide a High resolution link to your brand video(s) on YouTube