GENERAL TERMS AND CONDITIONS OF THE AUFORT PARTNERSHIP AGREEMENT 01.01.2019
This agreement is made and entered into between SMI Group OÜ, company registration number 12517949, located in Viru välajk 2, Tallinn, Harju County, 10111 (hereinafter referred to as “Aufort”), and the Affiliate Partner (hereinafter referred to as “AP“) whose contact details are given in the second half of this agreement.
1. General terms and conditions
1.1 According to this agreement the “AP“ confirms that they have read, understood and agreed to the contents of the agreement, and to its terms and conditions.
1.2 According to this agreement “Aufort” gives the “AP“ the rights to promote and sell “Aufort” products and services according to the terms and conditions specified by “Aufort“.
1.3 This agreement gives the “AP“ the right to choose their form of business, working method, manner and starting time independently. At the same time, the “AP“ must adhere to the instructions and rules set by “Aufort“, as well as to the principles of ethical practice.
1.4 According to this agreement the “AP“ confirms that they understand that “Aufort“ cannot give any guarantees regarding income, profits and commercial success resulting from the acts or omissions conducted by the “AP“.
1.5 According to this agreement “Aufort“ reserves the right to amend the agreement, bonus plan, products, services, publications, prices, etc., by informing the “AP“ verbally, in writing, via e-mail or the web-based communication system of “Aufort“.
1.6 This agreement shall enter into force when signed and/or upon agreeing to the terms and conditions on the “Aufort“ web environment.
2. Forms of operating and taxes
2.1 If the „AP“ is registered at “Aufort“ as a natural person then according to the legislation in force in the Republic of Estonia “Aufort“ is obliged to subtract income tax from commission payouts payable on the natural person’s bank account.
2.2 If the “AP“ is registered at “Aufort“ as a legal person then “Aufort“ makes commission payouts on the legal person’s bank account with or without VAT, depending on whether or not the “AP“ is liable to VAT.
2.3 The “AP“ is obliged to immediately inform “Aufort“ of all changes in personal data.
2.4 “Aufort“ is obliged to immediately inform the “AP“ of all amendments regarding taxes.
3. General rights and obligations of the “AP“
3.1 The “AP“ agrees that the information (name, national identification number, address, and other personal data) provided for “Aufort“ is correct and can be registered in the “Aufort” database for use in marketing and administrative purposes. The “AP“ gives “Aufort“ permission to store, process and transfer this information to other companies in the “Aufort“ group.
3.2 The marketing and sales of “Aufort“ products must be conducted lawfully, ethically and in a morally correct manner. The “AP“ may not intentionally make any misleading statements about the “Aufort“ products and services, or the relationship between the “AP“ and “Aufort“. The “AP“ is not authorised to give guarantees or make agreements that are not provided in the “Aufort“ marketing materials.
3.3 The “AP“ is committed to demonstrating impeccable and professional behaviour towards clients and other distributors at all times. Should the “AP“ violate “Aufort“ regulations, “Aufort“ has the right to give an immediate warning about the termination of the agreement according to paragraph 10.7.2 of this agreement.
3.4 The “AP“ is not authorised to enter into agreements or sign other documents on behalf of “Aufort“ unless the parties agree otherwise in writing. Neither of the parties is authorised to join, represent or act on behalf of the other party except in terms provided in this agreement.
3.5 When representing “Aufort“ the “AP“ is allowed to use only the marketing materials provided by “Aufort“. If the “AP“ wishes to use other materials when representing “Aufort“ then these materials must be previously coordinated with “Aufort“ with a written consent.
3.6 The “AP“ is not allowed to publish messages or other information on behalf of “Aufort“, which has not been previously coordinated with “Aufort“. Should the “AP“ start rumours or publish other compromising information about the activities of the company, “Aufort“ has the right to give a warning about the immediate termination of the agreement according to paragraph 10.7.4 of this agreement.
3.7 When personally involving new distributors the “AP“ is committed to verifying that the new distributors have read and understood the general terms and conditions of the “Aufort“ partnership agreement. The “AP” is obliged to assist and instruct their personally involved new distributors.
4. General rights and obligations of “Aufort”
4.1 “Aufort” is obliged to provide correct information about all products and services offered by “Aufort” when advertising and delivering products.
4.2 “Aufort” is obliged to prepare relevant marketing material that the “AP” uses in the promotion and sales of “Aufort” products.
4.3 “Aufort” is the liable and lawful owner of the list of clients and distributors. “Aufort” has the obligation to organise the collected personal data according to the laws in force.
4.4 “Aufort” has the sole right of representation for communicating information about company activities and materials via radio, television or other means of communication.
5.1 The “AP” has the right to earn commission on every:
5.1.1 purchase and sale transaction in which the “AP” sold “Aufort” products or services to a client.
5.1.2 purchase and sale transaction executed by the distributors involved by the “AP”.
5.2 “Aufort” is obliged to pay out all commissions and bonuses to the “AP”, as provided in the “Aufort” compensation plan.
5.3 All information regarding payouts is given in the “Aufort” compensation plan, which also forms an integral part of this agreement.
6. Products and services, prices and payments
6.1 All products and services for purchasing or selling purposes are displayed on “Aufort” website at www.aufort.gold.
6.2 The “AP” is obliged to pay the price given on the website for the ordered products and services.
6.3 The payment for an order must be made immediately after placing the order.
6.4 Should the “AP” fail to make a payment according to the previously given terms and conditions, “Aufort” has the right to cover any additional cost that may incur by withholding it from the commission payable to the “AP”.
7. Intangible assets
7.1 “Aufort” gives the “AP” the right to use the “Aufort” logo, trademark, company name and other non-monetary assets (hereinafter referred to as “Trademark”) during the agreement term. All procedures regarding the “Trademark” must be performed in consideration of this agreement.
7.2 The “AP” must refrain from any action that may compromise their right to use the “Aufort” “Trademark” in relation to the sales and advertising of “Aufort” products and services.
7.3 Should the “AP” use “Trademarks” differently from the purposes described in the agreement, “Aufort” has the right to immediately terminate this agreement, according to paragraph 10.7.2 of this agreement.
8. Media and press
8.1 The “AP” is not authorised to represent “Aufort” or communicate materials, information, etc. via radio, television or other means of communication.
8.2 If the “AP” is asked to provide the media with information or comments about the activities of “Aufort” then the “AP” is obliged to direct them to “Aufort”.
8.3 Should the “AP” provide media with information without prior authorisation from “Aufort”, “Aufort” has the right to immediately terminate this agreement, according to paragraph 10.7.6 of this agreement.
9.1 The “AP” is forbidden to disclose any information regarding “Aufort” trade secrets or other confidential information to third parties during the agreement term. The “AP” is not authorised to use that information in any way that could compromise “Aufort”.
9.2 Upon the termination of this agreement the “AP” must return all samples, memory storage media and information about trade secrets and other confidential information belonging to “Aufort” that accumulated during the agreement term, to “Aufort”. According to this agreement, the “AP” recognises that the aforementioned recordings, memory storage media and information are the property of “Aufort”.
10. Agreement term and termination
10.1 This agreement shall enter into force from the moment it is signed by the “AP” and/or upon agreeing to the terms and conditions on the “Aufort” web environment. This agreement is valid for an indefinite period.
10.2 The “AP” has the right to terminate the agreement with a 14 day notice.
10.3 “Aufort” has the right to terminate the agreement with a 14 day notice if the “AP” has not complied with the terms and conditions of this agreement correctly.
10.4 Warning about the termination of the agreement must be submitted in written form and sent to the other party onto their last updated postal or electronic mail address.
10.5 Both parties have the right to immediately terminate this agreement should the other party fail to fulfil their obligations under this agreement and violate the agreement in principle, foreseeing that the party in breach shall fail to eliminate the violation within 14 days from receiving a written warning about the committed violation.
10.6 Both parties have the right to immediately terminate this agreement if the other party fails to fulfil their financial obligations, goes bankrupt, is undergoing negotiations with creditors, or in other cases where there is a likelihood of the other party becoming insolvent.
10.7 “Aufort” has the right to immediately terminate this agreement if:
10.7.1 the “AP” involves new distributors illegally or in an unethical way.
10.7.2 the “AP” violates the regulations for using “Trademarks”.
10.7.3 the “AP” fails to fulfil their financial obligations for their ordered products and services.
10.7.4 the “AP” gives statements without the consent of “Aufort” or spreads rumours that are untrue.
10.7.5 the “AP” acts unlawfully or against “Aufort” regulations.
10.7.6 the “AP” communicates confidential information without authorisation from “Aufort”.
11. Consequences of termination
11.1 Upon notice of termination:
11.1.1 the “AP” is obliged to return all marketing, sales and training materials to “Aufort”.
11.1.2 the “AP” has the right to cancel orders for not yet delivered products and services within 14 days from receiving a termination notice.
11.2 “Aufort” is obliged to pay out all commissions until the day of agreement termination.
11.3 The “AP” is obliged to cover all costs related to returning the products (including transportation costs).
12. Transfer of rights
12.1 The “AP” has the right to sell, give away, bequeath or pledge (partially or entirely) to a third party only with a written consent of “Aufort”.
12.2 Disputes arising from the fulfilment of the agreement shall be resolved through negotiations. Upon failure to resolve a dispute through negotiations, “Aufort” and the “AP” have the right to appeal to a county court located in Estonia, according to the legislations in force in the Republic of Estonia.
We ask you to read the general terms and conditions of Aufort as well: www.aufort.gold/terms-of-use