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GENERAL TERMS AND CONDITIONS FOR PARTICLE AFFILIATE PROGRAM

PLEASE NOTE: PARTICLE AFFILIATE PROGRAM IS DEDICATED EXCLUSIVELY FOR ENTREPRENEURS. IN VIEW OF THE ABOVE, ALL RELATIONS BETWEEN THE COMPANY AND PARTNERS ARE CONSIDERED COMMERCIAL RELATIONS.

Content

  1. Validity of GTC
  2. Definitions
  3. Registration and Creation of Account
  4. Mediation
  5. Commission and Payment terms
  6. Privacy Policy
  7. Intellectual property rights
  8. Infringement of Third Party Intellectual Property Rights
  9. Compensation
  10. Limitations of Liability
  11. Other provisions
  12. Confidentiality
  13. Duration of the Agreement
  14. Common and final provisions

 

1.     Validity of GTC

1.1.   General terms and conditions. These General Terms and Conditions of the Company (hereinafter referred to as "GTC") apply to contractual relations between the Company and Partners who are interested in participating in the Particle Affiliate Program.

1.2.   GTC. These GTC form an integral part of the Registration Form and apply in full, unless otherwise agreed in writing between the Company and the Partner. In the event of a discrepancy or conflicts between the regulation of mutual rights and obligations of the Company and the Partner contained in these GTC and in a separate written agreement of the Company and the Partner, deviating arrangements contained in a separate written agreement shall prevail over the wording of the GTC, but only to the extent of the deviating arrangements. Any general terms and conditions of the Partner shall not apply to the mutual relations of the Partner and the Company.

1.3.   Amendments to the GTC. Changes or amendments to these GTC are valid and effective only if they have been confirmed by the Company in writing, whereby the Partner and the Company have agreed that the Company is entitled to unilaterally terminate, change or supplement these GTC and notify the Partner of such modification of the GTC and the Partner is obliged to get acquainted with such modified GTC; the publication of the modified GTC in the Partner's Account is also considered as a notification of the modification of the GTC. If the Partner does not agree with the modified GTC, the Partner shall express so in writing (a message delivered to the e-mail is sufficient: info@particlepeptides.com) no later than 5 calendar days from the date of notification of the modification of the GTC, in which case it is at the discretion of the Company whether the Company fully accepts the Partner's objections and confirms the application of the original wording of the GTC, or negotiates with the Partner special provisions deviating from the modified wording of the GTC,  or insists on the modified GTC, in which case the Partner has the right, within 14 calendar days from the date of delivery of the Company's notification that the Company insists on the modification of the GTC, to unilaterally terminate the Agreement with immediate effect.

1.4.   No performance to third parties. Guarantees and other obligations of the Company stated in the Agreement arise only towards the Partner and for their sole benefit. Except where provided for in generally binding legal regulations, no other person or entity will be considered a third party to whom the Company provides any performance, claim or other right under the Agreement, nor is it otherwise entitled to receive or enforce any performance, claims or rights against the Company in connection with the Agreement.

2.     Definitions

 

2.1 The following terms have the meanings defined below:

"Account" means a unique user account assigned to the Partner after their successful Registration, which is necessary to create for the possibility of performing of the Brokering Activity.

"Agreement" means the agreement between the Contracting Parties that has been established in accordance with Art. 3 of these GTC (upon successful Registration) and includes all contractual arrangements concluded between the Contracting Parties.

"Brokering Activity" means placing a Link to the Partner's Website from which the Customer was referred (the Customer clicked through) to the Company's E-shop, provided that such Customer made a purchase of goods through the E-shop (concluded the purchase contract) and duly paid the purchase price for the ordered goods and the Partner also fulfilled the obligations and duties under these GTC.

"Commercial Code" means Act No. 513/1991 Coll. the Commercial Code, as amended.

"Commission" means the payment (commission) for the Brokering Activity within the meaning of these GTC.

"Company Marks" means the trademarks (national, European and international), logos, trade names, designs or slogans of the Company or their affiliated party, regardless of whether they are separately registered.

"Company" means the company PARTICLE s. r. o., with its registered office at Kolonáda 4490/18, 984 01 Lučenec, Company ID: 47 858 541, registered in the Commercial Register of the District Court Banská Bystrica, Section: Sro, File No.: 27127/S.

"Confidential Information" means non-public information of the Company that is made available to the Partner and that is identified as confidential at the time of disclosure or should reasonably be considered confidential or protected with regard to its nature and/or circumstances related to its disclosure, in particular information on the Company's pricing policy, special discounts granted, the method of handling claims arising from liability for damage or defects,  or other specifically proposed terms and arrangements between the Company and the Partner, which are not published by the Company.

"Content" means any text, file, graphics, media, data, data, information and any other content.

"Contracting Party" means the Company and the Partner, jointly or individually, as the case may be.

"Customer" means a natural or legal person who orders the Company's goods through the E-shop and duly pays the purchase price for the ordered goods.

"E-shop" means the website operated by the Company with the URL: https://particlepeptides.com/ and all its subpages.

"Intellectual Property Rights" means all rights, titles and claims to all forms of intellectual property, including all copyrights, design rights, trademarks, trade names, domain name rights, patents, trade secret rights, sui generis rights, rights related to know-how and all other rights related to authorship and/or creation of artistic, industrial or other intellectual property.

"Link" means an identification number that is inserted into the URL located on the Partner's Website, through which the Customer is referred to the Company's E-shop.

"Particle Affiliate Program" is a commission program for Partners, the terms of which are specified in these GTC.

"Partner" means an individual or legal entity interested in participating in the Particle Affiliate Program.

"Registration Form" means the online registration form available in the Company's E-shop in the Particle Affiliate Program section.

"Registration" means the creation of an Account on the Company's Website in the Particle Affiliate Program section.

"VAT" means value added tax.

"Website" means the website of the Partner to which the Partner has placed a Link.

3. Registration and Creation of Account

3.1 Registration Form. If the Partner is interested in participating in the Particle Affiliate Program, the Partner is obliged to fill in the Registration Form. For the purposes of the Registration, the Partner is obliged to provide the Company with all data necessary to create an Account as specified in the Registration Form. The Partner shall provide all information in correct, true, current and complete form and, in case of change, shall notify the Company immediately, no later than 24 hours after the change occurred. The Company reserves the right to verify the correctness, truthfulness and completeness of the information provided during the Registration. Any breach of the Partner's obligation under this clause of the GTC entitles the Company to refuse, terminate or suspend the Reservation, as well as access to the Account, while such refusal, termination or suspension shall not be considered a breach of the Company's obligations and the Partner shall not have any claims for this reason.

3.2   Password. When registering, the Partner determines a unique password that entitles the Partner to access the Account. The Partner has the right to change the generated password in their profile in the Account. If the password is forgotten, the Partner is entitled to request that a new password be generated. The Partner is responsible for maintaining the confidentiality of its Account (especially for password security) and for all activity performed on or through this Account; in case of violation of the integrity of the Account (including password loss), the Partner is obliged to inform the Company of this fact immediately, no later than 24 hours after such a breach occurred. The Company is not responsible for any unauthorized interference with the integrity of the Account caused by the loss of the password or disclosure of the password and/or the Content of the Account to a third party by the Partner.

3.3 Confirmation of admission to the Particle Affiliate Program. The Company, if it is interested in enabling the Partner's participation in the Particle Affiliate Program and concluding the Agreement with the Partner, will send the Partner a confirmation of the Partner's admission into the Particle Affiliate Program to the e-mail address specified in the Registration Form. The conclusion of the Agreement (i.e. successful Registration), and thus the existence of specific rights and obligations in relation to the Particle Affiliate Program, occurs only at the moment of confirmation of the Company's admission of the Partner into the Particle Affiliate Program. The Partner acknowledges that it is at the Company's discretion whether or not to accept the Partner into the Particle Affiliate Program.

3.4   Account. In case of successful Registration, the Partner´s Account to which the Partner is entitled to log in at any time is created. Use of the Account is governed by the rules set out in these GTC; any other use of the Account results in a material breach of the Agreement. It is not allowed to reshare or resell access to the Account to any third party.

3.5   Termination of the Account. The Company is entitled to terminate the Account if the Agreement is terminated or in other cases under these GTC or generally binding legal regulations. Upon termination of the Account, the Company deletes all Partner´s and Account Content, and is not obliged to back up such Content for future reference. This is without prejudice to the Company's authorization and obligation to store selected information and data in accordance with generally binding legal regulations (e.g. for tax and accounting purposes).

3.6   Account disclaimers. Access to the Account is provided and made available to the Partner "as is" (as available), and therefore the Company does NOT guarantee that the Account will be (a) continuously available or uninterrupted; (b) free from defects, mistakes, incidents, viruses or harmful components; (c) meet the requirements, expectations and specifications of third parties; (d) work with any hardware or software. WITH THE EXCEPTION OF CASES EXPRESSLY STATED IN THESE GTC, THE COMPANY DOES NOT PROVIDE ANY OTHER GUARANTEES IN RELATION TO THE ACCOUNT OR OTHER TERMS AND CONDITIONS AND HEREBY EXCLUDES ANY OTHER WARRANTIES THAT ARE EITHER EXPRESS, IMPLIED OR STATUTORY, IN PARTICULAR, BUT NOT EXCLUSIVELY, GUARANTEES REGARDING TITLE OF USE, NON-INFRINGEMENT OF RIGHTS AND FULFILLMENT OF OBLIGATIONS, QUALITY, RELIABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IF RIGHTS OR REMEDIES UNDER AN ACT ARE MANDATORY, THEY SHALL BE EXERCISED IN ACCORDANCE WITH SUCH ACT, THE PROCEDURES AND LIMITATIONS EXPRESSLY PROVIDED FOR BY THAT ACT.

4. Brokering Activity

4.1 Brokering Activity. After successful Registration, the Partner undertakes to perform activities aimed at giving the Company the opportunity to conclude a purchase contract with the Customer, the subject of which will be the sale of goods of the Company to the Customer via the E-shop, i.e. perform the Brokering Activity.

4.2 Link. The Link will be generated and made available to the Partner in their Account after the Partner´s successful Registration. The Partner may not change or modify the generated Link in any way, while the placement of the Link on the Website, as well as any change in its location, is always subject to the prior consent of the Company.

4.3 Partner Statements. The Partner declares that:

4.3.1. the Partner acknowledges that the Company sells  the goods only and exclusively for the purpose of scientific research and development, and these goods cannot be used as a medicine, drug, active substance, medical device, cosmetic product, substance for the production of a cosmetic product, nor as a substance for human consumption, i.e. as food or food supplement, or in any other similar way on humans or animals;

4.3.2. is an entrepreneur and acts in the course of its business activity when concluding and performing the Agreement;

4.3.3. does not have and will not have contractual or other obligations at the time of concluding the Agreement or for its entire duration that would prevent the Partner from fulfilling their obligations in accordance with the conditions set out in these GTC and is not aware of other restrictions;

4.3.4. the Website to which the Link is placed takes the form of a properly completed website, i.e. the Website has a coherent appearance and its individual elements are properly functional;

4.3.5. no prohibited and illegal activities are presented on the Website or in other related sources or links that are directly or indirectly associated with the Partner and its activities,

4.3.6. is fully entitled to place a Link to the Website, as well as to fulfill all obligations and duties under these GTC, and that such a procedure will not lead to unauthorized actions, especially not to acts that would be considered as inadmissible advertising, unsolicited electronic communication, illegal processing of personal data or other illegal institute.

4.4 Obligations of the Partner. The Partner is obliged to:

4.4.1. properly perform the Brokering Activity and act during the Brokering Activity with professional care, according to its abilities, possibilities and in good faith, while always being obliged to take care of the interests and good reputation of the Company and to act in accordance with the Company´s instructions;

4.4.2. maintain the truthfulness, correctness and completeness of the statements made in these GTC for the entire duration of the Agreement;

4.4.3. provide the Company with always up-to-date information requested by the Company and immediately inform the Company of any new facts of which it becomes aware or should have learned in the course of the Partner´s activities and which are or may be significant in relation to the subject matter of the Agreement;

4.4.4. during the existence of the Agreement, ensure and provide the Company with all required cooperation, including  the obligation  to ensure technical and organizational conditions necessary for placing the Link to the Website, linking the Website to the E-shop as well as with the Account. For the period of non-provision of the required cooperation and/or information by the Partner, the Company is not in delay with the fulfillment of its obligations, in particular with the payment of the Commission. The Partner undertakes to ensure proper cooperation of all interested employees, external partners and suppliers, whose cooperation will be necessary for the Agreement;

4.4.5. inform on the Website that the Company's goods are sold only and exclusively FOR SCIENTIFIC RESEARCH AND DEVELOPMENT PURPOSES, while other use of the Company's goods is prohibited;

4.4.6. ensure that statements of the Partner or third parties presented in other parts of the Website (on other sub-pages) regarding the possibility of using peptides for purposes other than scientific research and development purposes are not associated with the goods and activities of the Company;

4.4.7. to ensure that any advertising of the Company displayed on the Website and its sub-pages relates solely and exclusively to the sale of peptides for scientific research and development purposes and is in all circumstances interpreted in such way;

4.4.8. emphasize on the Website that decisive information about peptides sold by the Company and possibilities of their use (only for scientific research and development purposes) are provided in the Company's E-shop, while only this information can be associated with the Company and the Company´s activities.

4.5 Prohibitions. The Partner may not:

4.5.1. enter into obligations in the name or on behalf of the Company and may not give any guarantees, representations or promises for the Company except expressly authorized by the Company in writing;

4.5.2. change or modify the Link or the Website in any way after the Company has approved it, without the prior written consent of the Company;

4.5.3. insert, access or upload the Content to the Account, Link or Website: (a) without permission, license or other authorization to use it (including warez); (b) which is damaging to reputation, unfair competition, contrary to honest business practices, or violating generally binding legal regulations and ethical standards (especially with erotic or pornographic motives, promoting gambling, promoting narcotic and psychotropic substances, poisons and other similar substances, or acting offensively, hatefully, violently, deceptively or otherwise damaging); (c) personal data, private or confidential information belonging to a third party without that third party's consent or a legitimate legal basis; (d) relating to planning or engaging in any illegal, fraudulent or manipulative activity, (e) which contains excessive amounts of files and data and overloads database servers and systems, (f) which otherwise violates generally binding laws or is illegal. In the event that the Partner is not sure whether the Content falls under the above restrictions, the Partner is obliged to request a statement from the Company in advance about the nature of the Content. The Company assumes no responsibility for the Content uploaded, accessed, or uploaded by the Partner and is not obliged to monitor the Content or review, interpret, verify or approve the Content; therefore, it is not responsible for the correctness, truthfulness, accuracy, completeness, suitability, copyright compliance or other legal compliance of any such Content.

5. Commission and Payment Terms

5.1 Commission amount. For the Brokering Activity, the Company undertakes to pay the Partner a commission in the amount of 15% of the purchase price for the first brokered purchase contract and 10% of the purchase price for the second and any further brokered purchase contract. For the avoidance of any doubt, the amount of the Commission is determined on the basis of the purchase price excluding VAT and not including the price for the delivery of goods. The Commission will be paid in EUR. The Commission includes any and all costs incurred by the Partner, therefore the Partner is not entitled to any other material and/or financial benefits.

5.2 Entitlement to Commission. Entitlement to Commission shall arise upon cumulative fulfilment of the following conditions:

5.2.1. an existing Particle Affiliate Program Partner Account;

5.2.2. placement of the Link on the Partner's Website in accordance with these GTC;

5.2.3. active and free click of the Customer from the Website to the Company's E-shop, via the Link;

5.2.4. conclusion of the purchase contract between the Company and the Customer, who made a click through according to clause 5.2.3 of the GTC, through the E-shop and proper payment of the agreed purchase price to the Company's bank account;

5.2.5. truthfulness of statements and fulfillment of the Partner's obligations under these GTC.

5.3 Maturity and method of payment of the Commission. The Commission will be paid monthly, while the Partner is entitled to issue an invoice for the Commission, the right to payment of which arose in the relevant month, after the expiry of the relevant month. The Company shall provide the information necessary for the calculation of the Commission to the Partner through the Account, in which information about the purchased goods, its price, the amount of the Commission, etc. will be made available to the Partner. The maturity of the Commission is 30 days from the date of receipt of the invoice by the Company and will be paid by bank transfer to the Partner's bank account specified in the invoice.

5.4 Partial Payments. Payments received from the Company, unless otherwise agreed between the Contracting Parties, are set off preferentially in the following order: first on the principal of the claim, regardless of a different determination by the Partner, and only subsequently on the payment of interest for late payment.

5.5 Penalty for late payment. In the event that the Company is in arrears with the payment of the Partner's monetary claim, the Partner is entitled to claim default interest of 0.001% per day on the amount due, for each day of delay commenced until its payment in its entirety.

5.6 Set-off. The Partner is not entitled to unilaterally set off any of its claims against the Company's claim.

6. Privacy Policy

 

6.1 GDPR. The Company hereby confirms that the Company processes the personal data of data subjects in accordance with the General Regulation of the European Parliament and of the Council (EU) 2016/679 on the protection of personal data (hereinafter referred to as "GDPR") and Act No. 18/2018 Coll. on the protection of personal data and on amendments to certain acts. More information on personal data protection is published on the website:

https://particlepeptides.com/en/content/6-privacy-policy.

6.2 Data Subjects. The Company processes personal data of data subjects, in particular employees of the Partner, its statutory representatives, or other contact persons with whom communication is necessary for the performance of the Agreement. The Partner undertakes to make the information obligation under this Article of the GTC available to these data subjects.

6.3 Recipients. The Company does not disclose or provide personal data of data subjects to third parties or entities, with the exception of external employees of the Company, IT service provider, E-shop administrator, as well as entities providing accounting services, legal services, etc., and for this reason they are considered recipients within the meaning of the GDPR. If provided for by law, personal data may also be provided to public authorities.

6.4 Categories of personal data. The Company processes only common personal data of data subjects, in particular to the extent of: name and surname, job title, possibly IP address, e-mail address, telephone contact.

6.5 Purpose. Personal data are processed for the purpose of proper performance of the Agreement, as well as the exercise of rights and fulfillment of obligations related to the contractual relationship between the Customer and the Company.

6.6 Legal basis. The legal basis for the processing of personal data in question is the legitimate interest pursuant to Article 6(1)(f) of the GDPR. The legitimate interest in this case is the interest of the Contracting Parties in the conclusion and performance of the Agreement, where personal data of persons who are not a contracting party, but are the contact persons of a Contracting Party (e.g. statutory body, authorized employee) are processed.

6.7 Retention period. Personal data will be stored for no longer than is necessary to fulfill the purpose of personal data processing, i.e. for at least 4 years from the date of termination of the Agreement, or longer if generally binding legal regulations so provide.

6.8 Rights of the data subject. The data subject has several rights under the GDPR, namely the right to access, rectify or supplement personal data, the right to erasure, the right to restrict their processing, the right to object to their processing and the right to lodge a complaint with the supervisory authority – the Office for Personal Data Protection of the Slovak Republic. Individual rights can be exercised by sending a request to the Company's e-mail address info@particlepeptides.com or by sending a written request to the address of the registered office of the Company.

6.9 Disclosure of personal data. The provision of personal data of data subjects is voluntary, but failure to provide them may result in the impossibility of proper performance of the Agreement and the obligations arising therefrom.

7. Intellectual Property Rights

 

7.1 Retention of rights. All Intellectual Property Rights relating to the Company's E-shop or any other Company´s Content, including methodology, designs, technologies used, offers, tools, processes, procedures, plans, templates, syntax; as well as all audiovisual content (such as images, shading, colors, organization, associations, structure, location, text, appearance and style or recordings); as well as databases compiled by the Company, are at all times the exclusive property and ownership of the Company or the Company´s affiliated parties or its suppliers. These Intellectual Property Rights are under no circumstances assigned, transferred or provided to the Partner, and any such Intellectual Property Rights may be granted only to the extent of the usage rights so that the Partner is entitled to carry out the Brokering Activity under the Agreement.

7.2 Company Marks. The Company and/or the Company´s affiliates are holders of property rights to the Company Marks. Therefore, the Partner will not directly or indirectly contest and/or question the property and other rights of the Company or affiliated parties to the Company Marks for this reason. Neither the Partner nor any of their affiliates will use, register or attempt to register any trade name, trademark, designation, design or domain name that incorporates, in whole or in part, the Company Marks or may create a risk of confusion with any Company Marks.

7.3 Protection of Intellectual Property Rights. The Parties agree to cooperate in order to protect the Company's Intellectual Property Rights and to use reasonable efforts to protect them.

7.4 Notice. The Partner shall immediately notify the Company of any suspicion or actual or threatened violation of the rights to the Company Marks or other intellectual property rights of the Company.

7.5 Material breach of obligation. Breach of the obligations set out in this Article of the GTC is considered a material breach of the Agreement.

8. Infringement of Third Party Intellectual Property Rights

 

8.1 Lockouts. The Company shall have no liability to the Partner for any third party Intellectual Property Rights claims that (a) arise from the unauthorized use, reproduction or distribution of the Company's Content; (b) arises from any modification or amendment of the Company's Content by a person other than the Company without the Company´s consent; (c) arise in connection with the non-provision of cooperation by the Partner; (d) results from other reasons specified in the Agreement (e.g. violation of the prohibition stipulated in the Agreement).

8.2 Procedures. In the event that the third party's Intellectual Property Rights are infringed: (a) the Partner shall provide the Company with prompt written notice of each third party Intellectual Property claim of which the Partner has become aware; (b) the Partner shall enable the Company to assume and ensure legal defense and protection against third party Intellectual Property Rights claims, including deciding on the strategy of such defense and protection; (c) the Partner shall make every effort to reduce the impact of the third party Intellectual Property Rights claim to the greatest extent possible (in particular the amount of damages, costs and expenses); and (d)  the Partner shall provide the Company with the necessary cooperation, documents, authorization and information to the extent that may reasonably be required in connection with such third party Intellectual Property Rights claim.

8.3 THIS ARTICLE OF THE GTC CONSTITUTES A COMPLETE LIST OF THE COMPANY'S LIABILITY AND ALSO THE SOLE REMEDIES FOR THE PARTNER FROM INFRINGEMENT OF CLAIMS ARISING FROM THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. LIMITATIONS, EXCLUSIONS AND LIMITATIONS OF LIABILITY UNDER THIS ARTICLE OF THE GTC SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9.   Compensation

9.1 The Company's liability for damages. Since it is not reasonable to assume that the Partner's breach of obligations by the Company could incur damage greater than the Commission paid by the Company to the Partner up to the time of the damage, the Company is obliged to compensate the Partner for damage caused by culpable breach of obligations on the Company´s part up to the amount of the Commission (excluding VAT) that the Company has paid to the Partner up to the time of the damage.

10. Limitations of Liability     

10.1 UNLESS EXPRESSLY STATED OTHERWISE IN THESE GTC, THE COMPANY, ITS AFFILIATES OR SUBCONTRACTORS SHALL NOT BE LIABLE FOR ACTUAL DAMAGE, LOST PROFITS, INJURY, LOSS OR DAMAGE, INACCURACY OF ANY INFORMATION AND DATA, COSTS INCURRED IN PROCURING REPLACEMENT SERVICES, OR ANY DIRECT, INDIRECT, PROVEN OR UNPROVEN DAMAGES OR ANY OTHER LIABILITY CLAIMS (INCLUDING NEGLIGENCE OR STRICT LIABILITY);  EVEN IF THE POSSIBILITY OF SUCH DAMAGE OCCURRING HAS BEEN ANNOUNCED OR FORESEEABLE.

10.2 THE LIMITATIONS AND EXCLUSIONS OF THE COMPANY'S LIABILITY ARE INDEPENDENT OF ANY AGREEMENTS AND APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. LIMITATIONS AND EXCLUSIONS OF THE COMPANY'S LIABILITY THAT ARE NOT IN ACCORDANCE WITH THE LAW SHALL BE DEEMED TO PROVIDE THE COMPANY WITH WARRANTIES AND LIABILITIES TO THE MINIMUM EXTENT PERMITTED BY LAW. IF A RIGHT OR COMPENSATION IS MANDATORY UNDER AN ACT, IT SHALL BE EXERCISED IN ACCORDANCE WITH THAT ACT, THE PROCEDURES AND LIMITATIONS EXPRESSLY PROVIDED FOR BY THAT ACT.

10.3 If the statutory mandatory regulation does not provide for a longer period, any claim of the Partner under the Agreement may be asserted against the Company only within 1 year from the date of its creation, otherwise the Partner's claim expires; this does not affect shorter periods under the Agreement and/or relevant generally binding legal regulations.

10.4 The Company's maximum cumulative liability for damages and/or other harm shall in no event exceed the total Commission paid by Company to the Partner up to the date of occurrence of the damage and/or harm.

11. Other Provisions

 

11.1 Non-Exclusivity. All rights granted or arising to the Partner under the Agreement are non-exclusive. The Company reserves the right to market, promote, distribute, sell, grant the right to broker and represent by third parties without any restrictions, and nothing in the Agreement restricts the Company in any way from appointing other partners, vendors or agents or directly or indirectly to market, reproduce, distribute, or provide the goods anywhere in the world.

11.2 Offer. The Company is entitled to address the Partner and inform the Partner about the Company´s goods, as well as any of the Company´s other conduct and activities (with which the Partner agrees), and is entitled to conduct such communication in any way, including e-mails and automated telephone calls, and such communications of the Company will not be considered unsolicited communications (spam), advertising or commercial statements.

11.3 Recommendations. The Partner hereby grants the Company the right to list the Partner as a contracting party to the Company in advertising and marketing materials, in particular, on the Company's E-shop, in presentations intended for potential other partners or customers and in other promotional materials of the Company and/or its affiliated party.

12. Confidentiality

 

12.1 Confidentiality. The Partner is obliged to maintain the confidentiality of the Company's Confidential Information and not to disclose or use such Confidential Information.

12.2 Disclosure. Clause 12.1 of these GTC is without prejudice to the disclosure or other use of information if (a) disclosure or other use of information is required by law, public or judicial authority, or is necessary for the performance of this Agreement; (b) information is provided to the Partner's professional advisors on a need-to-know basis and subject to an undertaking by such professional advisors to comply with the provisions of this Article of the GTC as if they were a party to the Agreement; (c) such information becomes publicly known or available otherwise than as a result of a breach of the obligations set out in this Article of the GTC; (d) arose from the Partner's own activities, (e) the Company has given prior written consent to the disclosure or other use of the information. In any dispute regarding the application of these exceptions, the burden of proof will be on the Partner, and such evidence must be clear and convincing.

12.3 Duration. The Partner is obliged to maintain confidentiality under this Article of the GTC during the term of the Agreement and for a period of 5 years following the termination of the Agreement, but provided that it results from the nature of individual Confidential Information (in particular, but not exclusively, trade secrets, personal data protection within the meaning of the GDPR), the Partner is obliged to maintain the confidentiality of such Confidential Information for a longer time.

12.4 Material breach of duty. Breach of the obligations set out in this Article of the GTC is considered a material breach of the Agreement.

13. Duration of Agreement

13.1 Formation of the Agreement. The Agreement shall enter into force and effect on the day of its conclusion by the Contracting Parties within the meaning of Article 3 of the GTC.

13.2. Termination of the Agreement. The Contracting Parties agree that the Agreement shall be terminated: (a) upon termination notice of any Contracting Party; (b) by withdrawal from this Agreement by any Contracting Party for reasons specified in the Agreement or relevant generally binding legal regulations; (c) by agreement of the Contracting Parties; (d) in any other manner stipulated in these GTC and/or generally binding legal regulations.

13.3 Termination of the Agreement by notice. By unilateral written notice, the Agreement may be terminated by both Contracting Parties, even without giving any reason, and in such a case the Agreement shall be terminated upon expiry of the notice period. The notice period is 1 month and begins on the first day of the month following the month in which the notice was delivered to the other Contracting Party.

13.4 Withdrawal of the Company from the Contract. The Company is entitled to withdraw from the Agreement in particular: (a) in case of material breach of the Partner's obligations; (b) if the Partner breaches any of their obligations in a less serious manner and the remedy is not made even within the additional period provided to the Partner by the Company, (c) if it is proved that any statement or information provided by the Partner that has a material impact on the performance of the Agreement is false or incomplete. The Partner is entitled to withdraw from the Agreement if the Company fails to pay the Commission, while the remedy is not made even within the additional period agreed with the Partner, which may not be shorter than 30 calendar days. In the event of withdrawal from the Agreement by either Contracting Party by delivering this withdrawal to the other Contracting Party, the Agreement is cancelled in its entirety.

13.5 Continuing provisions. All provisions of the GTC relating to the Company's Intellectual Property Rights, limitations of liability, obligation of confidentiality, applicable law and jurisdiction of courts and those rights and obligations, the nature of which permits it, shall be maintained even after the termination of the Agreement.

13.6 Effect of termination. Upon termination of the Agreement: (a) the Partner immediately ceases to perform the Brokering Activity; (b) the Partner confirms to the Company within 5 calendar days after the termination of the Agreement that the Partner has destroyed, ensured the destruction or returned to the Company the Confidential Information of the Company in the Partner´s possession, unless generally binding legal regulations oblige the Partner to store it and at the same time that the Partner has removed from its Website the Link and any factual connection with the E-shop or the Company.

14.   Common and final provisions

14.1.    Assignment of claims and transfer of rights and obligations. The Company is entitled to fully assign receivables and transfer rights and obligations under the Agreement to a third party, with which the Partner expressly agrees.

14.2.    Force majeure. The Company is not responsible for breaches of the Company´s obligations and duties caused by force majeure. Force majeure means a circumstance that has occurred independently of the will of the Contracting Parties, is unforeseeable, invincible and unavoidable, in particular a flood, fire, earthquake or other natural event or disaster, emergency, riot, insurrection, strike, invasion, war, state of emergency, terrorism, epidemic/pandemic or outbreak of a contagious disease (e.g. COVID-19 caused by the SARS-CoV-2 coronavirus), change of legislation, including the adoption of a new one legislation or generally binding measures issued by public authorities, including quarantine measures, embargoes, export or import restrictions or other prohibitions and orders, power failure, limitation or cessation of supplies of suppliers of the Company, etc.

14.3.    Delivery. Unless otherwise expressly stipulated by the relevant provisions of generally binding legal regulations or these GTC, the Contracting Parties shall deliver documents to each other in person, by e-mail, post, or in another appropriate manner (e.g. by courier), and these shall be deemed to have been delivered at the moment when they entered the sphere of disposition of the other Contracting Party. For the avoidance of doubt, a document enters the sphere of disposition of the other Contracting Party even if: (a) it has not been received by the other Contracting Party because the Contracting Party has not been found at the address of service, in which case the document shall be deemed to have been served on the second day after the document was served at the usual place of service; (b) the document could not be served by post to the addressee's addressee, in which case the document is deemed to have been served on the day on which the document was returned to the sender as undeliverable (e.g. with the remark "addressee unknown"); (c) service is not successful due to any other obstacle not caused by the delivering Contracting Party, in which case the document shall be deemed to have been served on the day on which the delivering Contracting Party became aware of the obstacle after attempting service; (d) the Contracting Party to whom the document is served refuses to accept the document, and the consequences otherwise related to service occur on the date on which acceptance of the document is refused; (e) it is an electronic service and the document is deemed to have been served on the second day after it was sent to the e-mail address of the Contracting Party. In the event of a change of address or any other contact information, the respective Contracting Party is obliged to notify the other Contracting Party of this change in writing and without undue delay.

14.4.    Signing electronically. The Contracting Parties expressly agree that any documents relating to the formation, amendment and termination of the Agreement may be drawn up in the form of an electronic document using an electronic signature pursuant to Regulation (EU) No 910/2014 of the European Parliament and of the Council on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC (hereinafter referred to as "eIDAS""). For the avoidance of any doubt, any technological solution and tool enabling such an electronic signature can be used to sign an electronic document (e.g. Acrobat Sign, DocuSign, QSign, etc.).).

14.5.    Extension of the limitation period. In accordance with Section 401 of the Commercial Code, the Partner declares that the Company extends the limitation period in relation to all rights and claims that the Company has against the Partner for a period of ten (10) years from the time it first began to run.

14.6.    Applicable law. The mutual relations of the Contracting Parties are governed by the law of the Slovak Republic, whereby the Contracting Parties hereby exclude the application of any conflict of laws rules that would determine as the applicable law a law other than the law of the Slovak Republic.

14.7.    Jurisdiction of the courts. All disputes arising between the Contracting Parties shall be finally settled by the competent court of the Slovak Republic.

14.8.    Severability. In the event that any provision of the GTC becomes invalid and/or ineffective, such invalidity and/or ineffectiveness shall have no effect on the validity and/or effectiveness of the remaining provisions, unless otherwise provided by applicable law. The Contracting Parties agree to replace the invalid and/or ineffective provisions of the GTC with a new provision that corresponds most closely to the original provision in its meaning and nature.

14.9.    Reservation of waiver. If either Contracting Party overlooks or forgives any default, breach, delay or failure to perform any obligation under the Agreement, then such conduct shall not constitute a waiver of such obligation with respect to their ongoing or subsequent default, breach or non-performance, and no such waiver shall be deemed effective unless expressed in writing on a case-by-case basis.