includes the following services
contract
PARTNERSHIP AGREEMENT
completed between
Guru Cash Flow Management GmbH, FN 630393 z, Graben 28 / Stiege 1 / Top 12, 1010 Vienna, Austria, hereinafter referred to as "EDV-Guru", on the one hand and the partner entrepreneur (PU), on the other hand,
today, after booking online in the EDV-Guru shop (with order confirmation), as follows:
PREAMBLE
The IT guru provides, among other things, corporate and private user-specific IT and IT services and products as well as deliveries to its customers via its digital platform, as well as "offline" - "POS" points of sale. The PU operates a company whose company data and company information are provided and verified as part of this partnership agreement. This contract regulates the provision of services by the PU within the framework of the EDV-Guru platform. In addition, the parties plan ongoing cooperation. The parties emphasize their approach as partners, which should serve as a guiding principle when interpreting the contract.
1. Subject of the contract
1.1 IT guru as an intermediary
The EDV-Guru grants the PU the right to offer its services on the EDV-Guru platform and/or on a white-labeled shop in specified service modules (service packages which, if required, can also be billed to the customer fully automatically in different periods, e.g. daily, weekly, monthly, yearly, etc.) and in general. Existing modules can be changed and supplemented by mutual agreement.
The PU undertakes to provide the service in accordance with the specified modules for customers of EDV-Guru and its own customers. It should be noted that the respective contractual relationship comes about between the customer and the PU and EDV-Guru only plays an intermediary role here.
Disclaimer: EDV-Guru never acts as a contractual partner of the end customer and assumes no liability for breaches of contract, damages or defects resulting from the services provided by PU.
The PU will accordingly document the services it provides to EDV-Guru's customers or its own customers to EDV-Guru. The documentation should ideally be carried out via the EDV-Guru platform, whereby EDV-Guru will take into account the confidentiality obligation by using suitable technical measures.
The PU owes the proper provision of services in accordance with its professional duties and will hold EDV-Guru harmless from any claims arising from poor performance internally.
1.2 IT guru as client for subservices
Both contracting parties have the right at any time to put together new products, services or “packages” that are beneficial for both the end customer and for internal cooperation. These can be agreed in writing, including confirmation via email. Such agreements are considered supplementary to this Agreement and are legally binding.
2. PU company details
The PU undertakes to provide EDV-Guru with the following verifiable company data and company information that is necessary for the partnership. This data is checked by EDV-Guru as part of the registration and onboarding process:
2.1 General company information
-
Company name: The PU must provide the full and legally valid name of his company.
-
Legal form: The PU indicates the legal form of its company (e.g. GmbH, e.U.).
-
Registration number: The PU communicates its company registration number, which is entered in the relevant state register.
-
Company headquarters: The PU must provide the official business address of his company.
-
Contact person: The PU provides the contact details of an authorized representative.
2.2 Tax and Banking Information
-
Tax identification number (UID number): The PU indicates its valid tax identification number.
-
Bank details: The PU provides its bank details for billing and reimbursement, including account number, bank name and BIC/IBAN.
2.3 Business model and products
-
Description of the products/services offered: The PU must provide an accurate description of the services or products offered.
-
Price structures: The PU sets out the pricing structure of its products or services, including any tiered pricing or discounts.
-
Product categories: The PU's products or services are classified into clearly defined categories.
2.4 Conditions of Sale
-
Delivery conditions: The PU indicates the conditions under which deliveries take place (e.g. shipping methods, delivery times, shipping costs).
-
Return policy: The PU defines the right of return for customers, including possible return periods.
-
Warranty and Guarantee: The PU sets out what warranties and guarantees apply to its products or services.
2.5 Contractual and legal information
-
Limitations of Liability: The PU agrees to the limitations of liability regulated in the contract and defines additional liability exclusions if necessary.
-
Legal compliance: The PU is committed to complying with all applicable legal regulations, including those relating to data protection, labor law and fair competition.
-
Confidentiality agreements: The PU undertakes to protect confidential information of EDV-Guru and its customers and not to involve unauthorized third parties.
3. Control and monitoring of the PU's performance
EDV-Guru is entitled to randomly check the company information provided by the PU and compliance with contractual obligations. This can be done through various measures, including the method of Mystery shopping, where EDV-Guru or a commissioned third party carries out anonymous test purchases to check the quality of service and compliance with the contractual agreements. All results are treated confidentially and serve for quality assurance.
All data and information provided by the PU must be accurate, current and complete.
4. Data protection and data security
The PU undertakes to comply with the existing data protection regulations, to which he agrees with this contract. These include in particular the GDPR and the Austrian DSG. EDV-Guru guarantees that technical measures are in place to protect the data, but assumes no liability for unforeseen security incidents.
The PU agrees that its personal data will be processed and stored for the purpose of executing the contract, for marketing purposes and for news.
The parties undertake to treat all confidential information disclosed under the contract as strictly confidential. This applies in particular to business secrets, customer data and other sensitive information that is exchanged as part of contract processing.
Both parties undertake to comply with applicable data protection laws, in particular the GDPR. The PU undertakes to process the personal data collected only within the scope of the contractual purpose and not to pass it on to unauthorized third parties.
5. Fees and price adjustments
The PU pays a monthly service fee to EDV-Guru according to the selected module variant. In addition, a service fee per sale / transaction is due when customers make a purchase from the PU via the EDV-Guru sales channels. These are calculated at 15% net for a successful order that has already been paid. The service fee is deducted directly from the EDV-Guru after the customer has paid, and the remaining amount is paid out to the respective PU.
Circumvention of these service fees, for example in the case of existing contract processing by customers via the EDV-Guru, by the PU, is to be viewed as a serious violation on the part of the EDV-Guru. Furthermore, it would be a willful and intentional circumvention of the PU if customers supplied by the EDV-Guru are deliberately not processed via the system, details of this can be found in point 8 of this contract. In principle, the "first come - first serve" principle applies; if the customer was already a PU customer before purchasing from EDV-Guru, this does not count as a circumvention for future purchases.
Pay adjustment clause: EDV-Guru reserves the right to adjust the fee rates taking into account market developments and increased costs. Changes will be communicated to the PU in writing at least 30 days in advance.
For processing and checking, the PU EDV-Guru grants the right to digitally record and evaluate the orders and transactions made on or through the platform and to use them to calculate the fee.
5.1 Customer assignment and proof requirements (for payments
-
Definition of specifically found customers
A customer is considered to have been “found specifically” if the PU had a verifiable business relationship with this customer that came about before the first placement by EDV-Guru. The time at which the customer carries out a transaction with the PU for the first time via the EDV-Guru platform or other sales channels of EDV-Guru is considered to be a mediation by EDV-Guru.
-
Required evidence
In order to identify and differentiate between specifically found customers, the PU undertakes to provide at least one of the following pieces of evidence, including proof of payment:
- Written communication with the customer dated before the deadline (e.g. emails, chat logs, letters).
- Invoices, payment receipts or other documents proving transactions concluded with the customer before the deadline.
- Historical entries in a CRM system, customer database, or other digital system that were clearly created before the deadline and identify the customer.
- Ongoing contracts, standing orders or subscriptions concluded before the deadline.
- Customer participation in previous marketing campaigns or interactions (e.g., registering for a newsletter, redeeming discounts) that are documented before the deadline.
- Proof of payment (e.g. bank transfers, receipts) proving a previous business relationship.
-
Format and content of the evidence
All evidence must be presented in documented form and include:
- Clear identification of the customer (name, contact details).
- Time information that proves the start of the business relationship before the deadline.
- Relevance of the documents in relation to the alleged business relationship.
-
Examination and acceptance of evidence
EDV-Guru is entitled to check the evidence submitted by the PU on a random basis or in the event of a dispute. Evidence that meets the stated criteria is considered recognized unless EDV-Guru raises written objections within 14 working days of presentation. In the event of disagreements, the parties undertake to find an amicable solution. If no agreement can be reached, an independent arbitration expert will be called in.
-
Deadline and assignment of customers
The deadline is the date on which the customer first carried out a transaction with the PU via the EDV-Guru platform or its sales channels. Any business relationship with the customer initiated after this date will be deemed to have been mediated by EDV-Guru, unless the PU can clearly prove the already existing business relationship.
-
Obligation to Disclose
The PU undertakes to proactively inform EDV-Guru and provide relevant evidence for customers who have potential doubts about the assignment. This is particularly true for customers who interact simultaneously via EDV-Guru and directly with the PU.
-
Protection against misuse and breach of contract
Attempting to falsely declare customers as “found in-house” is considered a serious breach of contract and may be punished with a contractual penalty in accordance with point 8. Repeated violations may lead to immediate termination of the contract.
-
POS cash register customers
Customers who make their purchases directly at the point of sale (POS) of the partner entrepreneur (PU) and who make payment exclusively via the cash register operated by the PU or another POS system of the PU are considered to be customers generated by the PU itself, provided that no prior mediation by EDV-Guru has taken place.
Criteria for assignment as a POS cash register customer:
-
Independence from IT guru
- Sales take place without prior ordering or processing via the EDV-Guru platform or its sales channels.
- The customer was generated on site by the PU's POS and not referred by EDV-Guru.
-
Obligation of the PU to provide proof
- At the request of EDV-Guru, the PU must prove that the customer was not referred by EDV-Guru. Suitable evidence can be:
- POS transaction logs with clear identification of the place and time of purchase.
- Proof of payment (e.g. receipts, bank transfers) proving that the purchase was made directly via the PU's POS.
- If applicable, customer communications or orders proving that the transaction was initiated independently of EDV-Guru.
-
Exception if prior arrangement by EDV-Guru
- Customers who were initially referred via the EDV-Guru platform but later purchase at the PU's POS remain classified as customers referred by EDV-Guru. This applies regardless of whether the purchase was made on site.
6. Disclaimer and Limitations of Liability
EDV-Guru is not liable for transactions, their conclusion or non-conclusion between users and the PU, or their consequences. EDV-Guru makes no guarantee regarding the quality, suitability or creditworthiness of a user and is not liable for the quality or suitability of the PU's service.
Disclaimer: EDV-Guru is only liable to the PU for intentional and grossly negligent violations of contractual obligations. Liability for slight negligence is excluded. Any liability for lost profits, indirect and indirect damages as well as pure financial losses is excluded.
EDV-Guru is not liable for the fact that certain successes or results can be achieved through the use of the service.
7. Use of logos and trademarks
The PU grants EDV-Guru the right to use its logos free of charge during the partnership. This right ends with the termination of the contractual relationship. The PU undertakes to refrain from any use of EDV-Guru's logos and brands after the end of the contract.
8. Violations and Termination of Contract
EDV-Guru reserves the right to terminate the Agreement immediately in the event of any violation of the provisions of this Agreement or applicable laws. Violations may include, in particular, the unauthorized use of the platform, unauthorized disclosure of account data, the manipulation of reviews or false information when registering.
8.1 Contractual penalty
In the event of a breach of essential contractual obligations, EDV-Guru is entitled to claim a contractual penalty. The amount of this penalty depends on the severity of the violation and can be up to 10,000 euros.
8.2 Ordinary termination
Ordinary termination is possible subject to a notice period of three months at the end of a quarter, but at the earliest after the minimum contract term of 12 months has expired.
Due date in the event of early termination: In the event of an ordinary or extraordinary termination by the (PU) before the end of the agreed contract term, the remuneration for the entire remaining contract term is due for payment immediately. This applies regardless of whether the agreed service is still being provided.
9. Contract term and termination
The contract is concluded for an indefinite period of time. The minimum term is 12 months. Ordinary termination is excluded during the minimum term. After the minimum term has expired, the contract can be terminated by either party with three months' notice at the end of a quarter.
Extraordinary termination is possible at any time for good cause. Such an important reason exists in particular in the event of a serious breach of contractual obligations.
10. Accounting and payment obligations
The PU undertakes to inform EDV-Guru about every business transaction that has come about directly or indirectly via the platform or sales channels. Accounting must be complete, correct and in accordance with the contractual agreements.
The PU's payment obligations towards EDV-Guru include:
- The service fee according to the selected module variant
- Other fees in accordance with the provisions set out in the contract
11. Platform Availability
The PU has no claim to permanent availability of the EDV-Guru platform. Technical malfunctions, maintenance work or external influences (e.g. natural disasters, hacker attacks) can lead to temporary interruptions of the services. EDV-Guru is not liable for damages resulting from such interruptions.
12. Place of jurisdiction and applicable law
Austrian law applies to this contract. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the competent court in Vienna.
13. Other provisions
13.1 Written form
Changes or additions to this contract must be made in writing. This also applies to the cancellation of this written form requirement.
13.2 Severability clause
If individual provisions of this contract are invalid or unenforceable, the remaining provisions of the contract remain unaffected. The invalid provision must be replaced by an effective provision that comes closest to the economic purpose of the invalid provision.
13.3 Prohibition of assignment
The PU is not entitled to assign or transfer its rights and obligations under this contract to third parties without the prior written consent of EDV-Guru.
14. Validation
-
Order as an offer
Those in the online shop Guru Cash Flow Management GmbH, FN 630393 z, Graben 28 / Stiege 1 / Top 12, 1010 Vienna, Austria, hereinafter referred to as "EDV-Guru", the order placed by the partner entrepreneur (PU) represents a one-sided, binding offer to conclude a contract. This offer is based on the product information and prices presented in the shop.
-
Review and acceptance of the offer
EDV-Guru reserves the right to examine the offer of the partner entrepreneur (PU) at its own discretion. The offer will only be accepted after all order data and the availability of the services or products have been successfully checked.
-
Written confirmation required
An automated order confirmation that is sent directly after the order is placed through the EDV-Guru system does not constitute acceptance of the offer. The contract is concluded exclusively through a separate, written manual order confirmation, which the partner entrepreneur (PU) receives from EDV-Guru after the order has been checked.
-
No right to conclude a contract
Until written confirmation from EDV-Guru, the partner entrepreneur (PU) has no right to conclude a contract.
15. Sales partners and commission regulations
15.1 Sales through external partners EDV-Guru and the partner entrepreneur (PU) can mutually involve external sales partners for the sale of PU's services and products. These sales partners are authorized to advertise and distribute the PU's services and products if this is requested and approved in writing by the PU.
15.2 Commission regulation For the sale of the PU's products and services through external sales partners, a commission amounting to an individually agreed % of the net sales price is agreed in advance. This commission is paid to the sales partner after a successful sale and receipt of full payment from the end customer.
15.3 Administration and billing EDV-Guru takes over the administration and billing of sales partner commissions. The commission due is deducted directly from the amount payable to the PU and paid to the sales partner. The remaining amount is forwarded to the PU.
15.4 Disclaimer EDV-Guru assumes no liability for the actions of sales partners. The PU remains solely responsible for fulfilling the contractual obligations towards the end customers.
16. Final provisions
The parties acknowledge that they have fully read and understood the contents of this Agreement. You agree to all terms and conditions and undertake to perform the contract in good faith.
