Roberts Ab terms and conditions for the authorized representatives participating in Roberts network sales (“Terms”)

Effective Date 7.4.2017

1. BACKGROUND AND PURPOSE

These Terms and all documents in which these Terms have been referred to include the rules and principles of Roberts network sales for authorized representatives and the rights and responsibilities of the parties and after acceptance by the parties the same will form a binding contract between Oy Roberts Ab, registered address: lnkilänkatu 3, 20300 Turku, Finland business identity code 1906128-4 (hereinafter “Roberts”, ”Company” or “We”) and the authorized representative (“You” or “Representative”)(”Contract”). We recommend that you download and save a copy of these Terms for yourself.

2. REGISTERING YOURSELF AS AN AUTHORIZED REPRESENTATIVE

You will become Roberts’ authorized representative after we have approved your application, you have passed our representative training, received your representative code and you have registered yourself as a representative at our website www.robertsberrie.com.

When you decide to begin marketing Roberts’ products, you will act as an independent self-employed person or entrepreneur and not as an agent or employee of Roberts. You are not authorized to negotiate, purchase, sell or conclude any kind of contracts or receive payments in our name or on our behalf. Representatives are not granted any exclusive rights.

If you are or you decide to become an entrepreneur, you must acquire all the applicable trader’s permits and perform all required registrations needed for conducting the commercial activities.

You are solely responsible for reporting and payment of all taxes, social security payments and other public fees relating to your activities and operations.

3. MARKETING, REPRESENTATION AND COMISSIONS
3.1 Marketing and representation

During the term of the Contract you have the right to transmit orders from consumer customers (”Customer”) for products that are available for purchase at the Roberts online store (”Products”) All Customer orders must be made in accordance with the prices, payment terms, lead-times and other sales terms of the Company as well as instructions given by the Company.

You must preserve the good company image, goodwill and good reputation of Roberts. You must not make any statements or act in any way that may be harmful to Roberts’ company image or the Products. You must carry out your activities in a legal and ethical way and you may not give false, misleading, or exaggerated information about the Products. You must strictly comply with the all applicable laws and regulations including but not limited to those related to marketing as well as guidelines, instructions and ethical codes of conduct of Roberts.

3.2 Use of Trademarks

During the term of the Contract the Representative has a non-exclusive right to use the product names, logos and trademarks (“Trademarks”) as instructed by the Company in connection with the marketing of Products. Company retains all rights to all Trademarks and other intellectual or industrial property rights of the Company (“IPR”). The Representative undertakes not to apply registration for any Company IPR or for names, logos or trademarks that could be confused with the Company IPR itself or through a third party.

3.3 Representation

During the term of the Contract the Representative has the right to inform the Customers that it has the right to market and represent the Company’s Products. The Representative does not have the right to alter the Product offering or sales terms without the Company’s prior written approval.

3.4 Warranty for Products

The Representative is not allowed to make any representations or warranties etc. for the Products other than those specified in the sales terms of the Products.

3.5 No licenses or assignment of rights

The Representative understands and agrees, that all rights (including the intellectual and industrial property rights) to the Company’s Products, marks, domain-names, online store and documents belong to and are solely Company’s property and the Representative has no other rights to them other than the limited right to use the same strictly in accordance with these Terms.

3.6 Registering the Customer

The Customer registers at the Company’s online store with the code given to the Customer by the Representative following the registration process specified by the Company. In connection with the registration the Company either approves the Customer as a Customer referred by the Representative or rejects the Customer. Approval of a proposed Customer is dependent on numerous factors, such as already existing customer relationship between the Company and the proposed Customer. The Company has the right to reject the proposed Customer, (i) whose information is incomplete, (ii) that the Company or another authorized representative has already identified as a potential customer, (iii) that is an existing customer of the Company or its group company, or (iv) is such a quarter that the Company at its discretion does not wish to enter a contractual relationship with. The Company will inform of its acceptance or rejection of a proposed Customer within five (5) working days from having received a notice of the registration. The Customer referred by the Representative and accepted by the Company is hereinafter called an “Approved Customer.”

The Approved Customer is entitled to a two percent (2 %) discount from the normal Product sales prices for its Product orders made during the term of the Contract.

3.7 Representative’s commission and payment of commission

Representative is entitled to a commission on all Product orders made by the Approved Customers via the online store. Commission becomes payable when the Approved Customer has paid the ordered Products in full to the Company.

The amount of Commission is ten percent (10 %) of the net sales price of the sold Products excluding value added tax and transportation costs.

The Company provides to the Representative monthly in arrears a report of sales to the Representative’s Approved Customers including calculation of the Representative’s commissions during the instant. Commissions will be paid to the Representative latest by the 15th day of the following month.

4. DATA PROTECTION
4.1 Roberts as a data controller

We will process the personal data collected in connection with your registration in accordance with a privacy policy that you may access via [insert link].

The privacy policy [insert link] of Roberts online store applies to collecting and processing Customer’s personal data.

4.2 Representative as a data controller

If you collect, store, process or update personal data of your customers (i.e. any information relating to an identified or identifiable natural person) you undertake to comply with the applicable data protection legislation and regulations. You may find more information about the legislation and regulations and obligations of the data controller from Data Protection Ombudsman and at the internet site www.tietosuoja.fi.

In case you will conduct direct marketing to your customers, you must ask in no uncertain terms whether they want you to send Product marketing material to them as well as keep records of what kind of marketing methods they approve and respect their choices.

Each party is independently responsible for its acts and commissions as the data controller and liable for any consequences that may result from its non-compliance of the applicable legislation and regulations.

5. CONFIDENTIALITY OBLIGATION
5.1 Confidential information

Each party acknowledges that it may have access to confidential information of the other party regarding e.g. business plans, products and customer information including the terms of the Contract (” Confidential Information”). Each party undertakes to keep the Confidential Information confidential, use the Confidential Information only for the performance of the Contract and not to disclose Confidential Information to any third party (except when the party is obliged to disclose the information in accordance with the law, statute or order of the court of other public authority or to the party’s advisor, provided that such advisor is bound by a confidentiality obligation not less stringent than contained herein).

5.2 Exceptions

Information a) that is publicly available or otherwise public without breach of confidentiality obligation by the receiving party; or b) received by a party without confidentiality obligation from a third party; or c) that was in the possession of the receiving party without confidentiality obligation prior to its receipt from the disclosing party; or d) that a party has independently developed without use or access to Confidential Information of the disclosing party, is not regarded as Confidential Information.

6. LIMITATION OF LIABILITY

In no event shall the Company be liable for indirect or consequential damages. The Company’s total maximum aggregate liability is limited to the amount of commissions paid to the Representative during the immediately preceding six (6) months from the date of claim.

7. TERM AND TERMINATION
7.1 Effective Date

The Contract becomes effective when the Representative code is given to the Representative and the Representative has submitted its registration at the Company’s internet site. The Contract is valid until terminated or cancelled in accordance with clause 7.2 below.

7.2 Termination and cancellation

Either party has the right to terminate the Contract with one (1) month’s prior written notice.

A party has the right to cancel the Contract with immediate effect if a) the other party has breached the Contract and has not remedied the breach (provided that the breach can be remedied) within ten (10) days from the date of notice from the non-breaching party, or b) Liquidation or bankruptcy proceedings have been filed against a party.

7.3 Effects of termination or cancellation

Upon termination of the Contract, fhe Representative must immediately cease to operate as the Company’s authorized representative and return to the Company all documents, models, samples, brochures and other material provided by the Company as well as any copies made of those and the Products possibly in the Representative’s possession. For the sake of clarity, the Representative understands and agrees that it is not entitled to a commission on the sales of Products to Approved Customers made after the Contract has terminated.

8. OTHER TERMS
8.1 Governing Law and dispute resolution

The Contract is construed and governed by the laws of Finland excluding its choice of law rules. Any dispute, controversy or claim arising out of or relating to the Contract or the breach, termination or validity thereof, that the parties are unable to resolve amicably within three (3) months from commencing the negotiations, shall be resolved in the district court of Varsinais-Suomi.

8.2 Assignment

The Representative is not entitled to assign the Contract or any of its rights or obligations under the Contract without the Company’s prior written approval.

8.3 Changing the Terms

Roberts reserves the right to amend and change the terms and rules for its network sales. The effective date of the last update can be found in the beginning of these Terms. We will inform you of the changes by e-mail. It is your responsibility to keep yourself up to date of all possible changes.
All changes and updates become effective once they are published at the internet site. When necessary we may ask your explicit consent for the change(s), but in case you continue your activities as the Representative after the change(s) has become effective, we deem that you have accepted all the changes. If you do not accept the change(s) you have a right to terminate the Contract to end on the effective date of the changed Terms.

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