Included the following services
Contract
Partnership contract
Completed between
Guru Cashflow 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 EDP guru shop (with order confirmation), as follows:
PREAMBLE
The IT guru provides entrepreneurial and private user-specific IT or IT services and products as well as deliveries to its customers via its digital platform, and also "offline"- "POS" sales outlets. The PU operates a company whose company data and company information is provided and checked as part of this agreement on the partnership. This contract regulates the provision of services by the PU as part of the EDP guru platform. In addition, the parties are planning ongoing cooperation. The parties emphasize their partnership access, which should serve as a guiding principle when interpreting the contract.
1. Contract object
1.1 IT guru as an intermediary
The EDP guru admits the right to the right to be billed fully automatically with the customer in different periods of service modules (service packages, which, as required, is required, e.g. daily, weekly, monthly, etc.) and generally. Existing modules can be changed and supplemented by mutual agreement.
The PU undertakes to provide the service in accordance with the determined modules for customers of EDP-Guru. It should be noted that the respective contractual relationship between the customer and the PU is concluded and that IT-GURU only takes on a broker role here.
Disclaimer: IT guru never appears as the contractual partner of the end customer and assumes no liability for breaches of contract, damage or defects that result from the services provided by the PU.
The PU will document its achievements for the customers of EDV-Guru to EDV-Guru. Ideally, the documentation should take place via the IT guru platform, whereby IT-GURU will take into account the confidentiality obligation using suitable technical measures.
The PU owes a proper provision of services in accordance with its professional duties and, in the event of any claims, keeps EDV guru into harmless and without complaint from poor performance in the internal relationship.
1.2 IT guru as the client for subliere
Both contracting parties always have the right to put together new products, services or "packages" that are useful for both the end customer and for internal cooperation. These can be agreed in writing, including confirmation by email. Such agreements are considered as a supplement to this contract and are legally binding.
2. Corporate information of the PU
The PU undertakes to provide the following verifiable company data and company information that is necessary for the partnership. This data is checked by IT guru as part of the registration and onboarding process:
2.1 General corporate information
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Company name: The PU must state the full and legally valid name of its company.
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Legal form: The PU indicates the legal form of its company (e.g. GmbH, e.U.).
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Registration number: The PU shared its company registration number, which is entered in the corresponding state register.
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Seat of the company: The PU must state the official business address of its company.
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Contact person: The PU provides the contact details of a contact person authorized to represent.
2.2 Tax and bank information
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Tax identification number (UID number): The PU indicates its valid tax identification number.
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Bank details: The PU shared its bank details for billing and remuneration, including account number, bank name and BIC/IBAN.
2.3 Business model and products
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Description of the products/services offered: The PU must provide a precise description of the services offered.
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Price structures: The PU shows the price structure of its products or services, including any relay prices or discounts.
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Product categories: PU's products or services are classified in clearly defined categories.
2.4 Sales conditions
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Delivery conditions: The PU indicates the conditions under which deliveries take place (e.g. shipping methods, delivery times, shipping costs).
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Return right: The PU defines the right of return for customers, including possible refusal periods.
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Warranty and guarantee: The PU explains which guarantees and guarantees apply to its products or services.
2.5 Contractual and legal information
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Liability restrictions: The PU approves the liability restrictions regulated in the contract and, if necessary, defines additional liability exclusions.
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Legal compliance: The PU undertakes to comply with all applicable legal provisions, including those on data protection, labor law and fair competition.
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Confidentiality agreements: The PU undertakes to protect confidential information from IT guru and its customers and not to include unauthorized third parties.
3. Control and monitoring the PU's services
IT guru is entitled to check the company information provided by the PU and to comply with compliance with the contractual obligations. This can be done through various measures, including the method of the Mystery shopping, at which IT-GURU or a commissioned third party carries out anonymous test purchases in order to examine the quality of service and the agreement with the contractual agreements. All results are treated confidentially and serve quality assurance.
All data and information provided by PU must be correct, up -to -date and complete.
4. Data protection and data security
The PU undertakes to comply with the existing data protection regulationswhom he agrees with this contract. These include in particular the GDPR and the Austrian DSG. EDV-GURU guarantees that technical measures to protect the data is not liable for unforeseen security incidents.
The PU agrees that its personal data will be processed and saved for the purpose of carrying out the contract, for marketing purposes and for news.
The parties undertake to treat all confidential information that has become known as part of the contract. This applies in particular to business secrets, customer data and other sensitive information that is exchanged as part of the contract processing.
Both parties undertake to comply with the applicable data protection laws, in particular the GDPR. The PU undertakes to process the personal data collected only as part of the purpose of the contract and not to pass it on to unauthorized third parties.
5. Fee and price adjustment
The PU pays a monthly service fee to IT guru in accordance with the selected module variant. In addition, one service fee per sale / transaction is due if customers make a purchase from the PU, via the IT guru sales channels, these are measured with 15% net with a successful order already paid, the service fee is deducted directly from the customer, and the rest of the amount is brought to the respective PU.
A bypass of these service fees, e.g. existing contract processing of customers via the IT guru, by the PU, is to be seen as a serious violation of the IT-GURU, another would be a willing & intentional bypass of PU if the IT guru deliberately does not deal with the SYTEM, details are found in point 8 of this contract. In principle, the "First Come - First Serve" principle applies, if the customer was already in PU before purchasing from the EDV guru, this is not considered bypass in future purchases.
Removal clause: IT-GURU reserves the right to adapt the remuneration rates taking into account market developments and increased costs. Changes will be communicated to the PU at least 30 days in advance.
For handling and checking, the PU EDV-Guru grants the right to digitally record, evaluate and use the fee to be recorded on or by the platform.
5.1 Customer assignment and proof obligations
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Definition of specially found customers
A customer is considered "specially found" if the PU had a demonstrable business relationship with this customer who came about before the first placement by IT guru. The time when the customer is carried out by EDV guru platform or other sales channels from EDP guru for the first time using the PU is mediated by IT guru.
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Required evidence
The PU undertakes to present at least one of the following evidence, including proof of payment, to identify and delimit specially found customers:
- Written communication with the customer that is dated before the cut-off date (e.g. emails, chat protocols, letters).
- Invoices, payment receipts or other documents that prove completed business with the customer before the cut -off date.
- Historical entries in a CRM system, a customer database or other digital systems that were clearly created before the deadline and identify to the customer.
- Ongoing contracts, permanent orders or subscriptions that were concluded before the cut -off date.
- Participation of the customer in earlier marketing campaigns or interactions (e.g. registration for a newsletter, redeems of discount campaigns) that are documented before the cut -off date.
- Proof of payment (e.g. bank transfers, receipts) that prove an earlier business relationship.
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Format and content of the evidence
All evidence must be presented in documented form and contained:
- Clear identification of the customer (name, contact details).
- Time information that prove the beginning of the business relationship before the cut -off date.
- Relevance of the documents in relation to the alleged business relationship.
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Examination and acceptance of the evidence
IT guru is entitled to check the evidence presented by the PU randomly or in the event of a dispute. Evidence that correspond to the criteria mentioned are considered recognized, provided that EDP guru does not raise objections within 14 working days. In the event of inconsistencies, the parties undertake to bring about a mutually acceptable solution. If no agreement is reached, an independent arbitrator is consulted.
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Customer deadline and assignment of customers
The date is the date on which the customer has carried out a transaction with the PU for the first time via the EDP guru platform or its sales channels. Every business relationship with the customer that was initiated after this date is considered by IT guru conveyed, unless the PU can clearly demonstrate the existing business relationship.
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Obligation to disclose
The PU undertakes to proactively inform customers for the assignment of the assignment and to provide the relevant evidence. This applies in particular to customers who interact with the PU via IT guru at the same time.
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Protection against abuse and contract violations
The attempt to falsely declare customers as "specially found" is considered a serious violation of the contract and can be punished with a contractual penalty in accordance with point 8. Repeated violations can lead to termination of the contract without notice.
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POS registration cash register customers
Customers who handle their purchases directly at the Point-of-Sale (POS) of the partner contractor (PU) and only make the payment through the PU's PU system operated by the PU are considered to be generated by the PU itself, unless prior arranged by IT guru.
Criteria for assignment as POS registration funds:
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Independence of IT-GURU
- The sale takes place without prior order or processing via the IT guru platform or its sales channels.
- The customer was generated on site by the PU POS and was not conveyed by IT guru.
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PU's obligation to provide evidence
- At the request of IT-GURU, the PU must prove that the customer was not conveyed by IT guru. Suitable evidence can be:
- POS transaction protocols with clear labeling of the purchase location and time.
- Proof of payment (e.g. cash bons, bank transfers) that prove that the purchase has been made directly via the PU's POS.
- If necessary, customer communication or orders that prove that the transaction was initiated independently of IT guru.
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Exception if the IT-GURU has prior mediation
- Customers who were initially placed through the IT guru platform, but later shop at the PU POS, remain classified as customers mediated by IT-GURU. This applies regardless of whether the purchase was processed on site.
6. Liability exclusion and restrictions on liability
IT guru is not liable for shops, their completion or non-conclusion between users and the PU, or their consequences. IT guru does not provide any guarantee regarding the quality, suitability or creditworthiness of a user and is not liable for the quality or suitability of the PU service.
Disclaimer: IT guru is only liable to the PU for intentional and grossly negligent injuries of contractual obligations. Liability for easy negligence is excluded. Any liability for lost profit, indirect and indirect damage as well as pure financial damage is excluded.
IT guru is not liable for the fact that certain successes or results can be achieved by using the service.
7. Use of logos and brands
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 using the logos and brands from IT guru after the end of the contract.
8. Violations and termination of the contract
IT-GURU reserves the right to immediately terminate the contract in the event of violations of the provisions of this contract or the applicable laws. In particular, violations can include the inadmissible use of the platform, inadmissible transfer of account data, manipulation of reviews or incorrect information when registering.
8.1 Contract penalty
In the event of a violation of essential contractual obligations, EDV-Guru is entitled to assert a contractual penalty. The amount of this punishment depends on the severity of the violation and can be up to 10,000 euros.
8.2 Ordinary termination
Ordinary termination is possible in compliance with a notice period of three months at the end of a quarter, but at the earliest after the minimum contract term of 12 months.
Disadvantage if the dismissal is prematurely: In the event of ordinary or extraordinary termination by the (PU) before the end of the agreed contract term, the remuneration is immediately due for the entire remaining contract period. This applies regardless of whether the agreed service is still performed.
9. Contract term and termination
The contract is concluded indefinitely. The minimum term is 12 months. Ordinary termination is excluded during the minimum term. After the end of the minimum term, the contract can be terminated from both sides in compliance with a three -month notice period at the end of a quarter.
Extraordinary termination is possible at any time for an important reason. Such an important reason is, particularly in the event of a serious violation of the contractual obligations.
10. Accounting and payment obligations
The PU undertakes to inform EDV guru about any business completion that has come directly or indirectly via the platform or sales channels. The accounting must be carried out completely, correctly and in accordance with the contractual agreements.
PU's payment obligations compare EDP guru:
- The service fee according to the selected module variant
- Other fees according to the provisions specified in the contract
11. Availability of the platform
There is no claim for the PU to permanent availability of the IT guru platform. Technical disorders, maintenance work or external influences (e.g. natural disasters, hacker attacks) can lead to temporary interruptions of the services. IT guru is not liable for damage resulting from such interruptions.
12. Jurisdiction and applicable law
Austrian law applies to this contract. The exclusive place of jurisdiction for all disputes or in connection with this contract is the responsible court in Vienna.
13. Other provisions
13.1 Written form
Changes or additions to this contract require the written form. This also applies to the cancellation of this written form requirement.
13.2 Salvatory clause
If individual provisions of this contract are ineffective or impractical, the contract remains unaffected in its other provisions. The ineffective provision is to be replaced by an effective determination that comes closest to the economic purpose of the ineffective provision.
13.3 Prohibition of assignment
The PU is not entitled to deduct or transfer its rights and obligations from this contract to third parties without the prior written consent of IT guru.
14. Validation
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Order as an offer
The one in the online shop of Guru Cashflow Management GmbH, FN 630393 Z, Graben 28 / Stiege 1 / Top 12, 1010 Vienna, Austria, hereinafter referred to as the "IT guru", submitted order by the partner contractor (PU) is a one-sided, binding offer to conclude a contract. This offer is based on the product information shown in the shop.
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Examination and acceptance of the offer
IT-GURU reserves the right to check the offer of the partner contractor (PU) at his own discretion. The offer is accepted only after the success of all order data and the availability of the services or products.
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Written confirmation required
An automated order confirmation that is sent immediately after ordering by the system of EDP-Guru is not accepted by the offer.
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No entitlement to the conclusion of the contract
Until the written confirmation of IT-GURU, there is no entitlement to the conclusion of a contract for the partner contractor (PU).
15. Sales partner and commission regulation
15.1 Sales by external partners EDV-Guru and the partner contractor (PU) can involve mandatory external sales partners for the sale of services and products of the PU. These sales partners are entitled to advertise and pass the PU's services and products, provided that this has been desired and approved by the PU.
15.2 Commission regulation for the distribution of the products and services of PU by external sales partners is agreed a commission in the amount of an indicable % share of the net sales price. This commission is paid to the sales partner after successful sale and receipt of the full payment by the end customer.
15.3 The administration and billing of EDP-guru takes over the administration and billing of the sales partner commissions. The due commission is deducted directly from the amount to be paid to the PU and paid out to the sales partner. The remaining amount will be forwarded to the PU.
15.4 Exclusion of EDV-Guru accepts no liability for actions by the sales partners. The PU remains solely responsible for the fulfillment of the contractual obligations towards the end customers.
16. Final provisions
The parties confirm that they have completely read and understood the content of this contract. They agree to all provisions and undertake to fulfill the contract according to faith.
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