Agreement between Pokupo.io service and Retailer

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December 16, 2019

This agreement has the status of an accession agreement addressed by FEDEO d.o.o (Administrator) to consumers and entrepreneurs that acquire rights and obligations under this agreement by full and unconditional acceptance in the manner established by the Administrator.

The System Administrator and User (Retailer, Consumer), referred to as the Parties (together) or the Party (separately), enter into this Agreement as follows:

1. BASIC CONCEPTS AND TERMS

1.1. The concepts and terms contained in this Agreement, other than those specified in this subparagraph, must be interpreted in accordance with the laws of Slovenia and of the European Union

1.1.1. System Administrator (Administrator, Agent) - Fedeo d.o.o.;

1.1.2. Time of the Reporting Period - a period of time from 00:00:00 (GMT) on the 1st (first) day of each calendar month to 23:59:59 (GMT) of the last day of the same calendar month.

1.1.3. Safety of the Goods / Work / Service - the safety of the Goods / Work / Service for life, health, property of the consumer and the environment under normal conditions of its use, storage, transportation and disposal, as well as the safety of the process of performing work (rendering the service).

1.1.4. Prohibited Goods / Work / Service - Goods / Work / Service prohibited for sale on the Platform of the Agent.

1.1.5. Information - messages or data regardless of the form of their presentation.

1.1.6. Confidentiality - the inaccessibility of information to third parties.

1.1.7. The reporting period - one calendar month.

1.1.8. System - a combination of hardware and software that allows you to:

  • create and manage online-shop ;
  • accounting of Retailers ;
  • accounting of Consumers;
  • technical accounting.

1.1.9. Retailer (Principal) - a legal entity or an individual entrepreneur, resident of the European Union, who is registered in the System and sale goods / work / services in accordance with this Agreement.

1.1.10. The Consumer - an individual who buy goods/works/services.

1.1.11. Settlement period - the period in which funds are transferred from the Agent to the Retailer and which lasts from the first to the tenth day of the month following the end of the Reporting period.

1.1.12. Real Goods - any non-digital Goods having physical characteristics in space.

1.1.13. A significant deficiency of a Product / Work / Service- an irreparable defect or a defect that cannot be eliminated without disproportionate costs or time, or is repeatedly detected, or reappears after its elimination, or other similar defects.

1.1.14. Platform - the website (https://pokupo.io (https://pokupo.si), which is provided by the Administrator to the Retailer for sale of Goods / Works / Services not prohibited by the rules of the Platform and the legislation of the European Union. This term does not mean “bidding” and / or “auction” and is used only for the convenience of perception and understanding by the Parties and / or third parties.

1.1.15. Digital Goods - goods that exist only in digital form, regardless of the medium.

1.2. In the event that any term is not contained in paragraph 1.1. of the agreement, its interpretation takes place in accordance with the legal definition enshrined in the legislation of the European Union. If the legislation of the European Union does not contain a definition of this term, its volume and content are established according to established practice on the Internet, based on the general (lexical) interpretation of the term.

2. SUBJECT OF THE AGREEMENT

2.1. In accordance with this agreement, the Administrator, for a reward, provides Retailer the cloud service Pokupo.io (which include hosting services and software as a service to create and manage an online store), and also provides trade support services (negotiating and coordinating delivery from the retailer to the consumer, accepting payment from the consumer in the name and on account of the retailer).

2.2. The Administrator provides access to the System to the Retailer, for its use by the Retailer, providing their goods / work / services in accordance with this Agreement.

2.3. The Retailer permits to the Administrator to conclude a contract of sale of goods / work / services of the Retailer on behalf of the Retailer and to accept payment for the goods/work/services.

2.4. The Retailer undertakes to pay the Agent remuneration to the Administrator for the services according to the Agreement.

2.5. The Administrator shall account on his account for the funds received from Consumers and belonging to the Retailer. The administrator undertakes to transfer these funds to the Retailer in the future at the request of the Retailer.

2.6. The receipt of goods / works / services is carried out according to the rules and prices established by the Retailers.

2.7. The administrator warns the Consumer that he is not responsible for the quality, delivery procedure, exchange of Goods / Works / Services provided by the Retailer. The Consumer confirms and agrees with this and declares that the Consumer will build all the relationships for receiving goods / work / services directly with the Retailer and not involve the Administrator in this process.

2.8. The Administrator sets the term for the transfer of funds, which cannot be more than 6 months, for the Retailer.

2.9. The terms of this Agreement may be changed by the Administrator at his discretion with the obligatory notification of the Retailer.

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

3.1. The administrator has the following rights:

3.1.1. The right determine the rules of the Platform independently;

3.1.2. The right to have own subagents without agreement with the Retailer.

3.1.3. The right to make changes to any regulatory documents on the Platform, with the Retailer notified within 10 (ten) business days of these changes in the System’s personal account.

3.1.4. The right to blame the Retailer for providing the Consumer with Goods / Works / Services that violate the requirements of the Rules of the Platform and / or have shortcomings, as well as for other circumstances in case of return / refund of the Goods / work / service.

3.1.5. The right to independently make technical settings and support for the Platform.

3.1.6. The right to terminate or suspend the operation of the Agreement unilaterally, in the following cases:

3.1.6.1. If there is reliable, verified information about the execution by the Retailer of fraudulent transactions and / or his participation in fraudulent or illegal activities;

3.1.6.2. If the Retailer has provided false information related to the obligations of this Agreement;

3.1.6.3. If the Retailer carries out activities that may damage the business reputation of the system partner and / or Administrator.

3.2. The administrator has the following responsibilities:

3.2.1. The Administrator gives the Retailer the right to create an online store on the Administrator platform

3.2.3. Provide the technical opportunity to work on the Platform to the Retailer from the moment of acceptance of the Agreement.

3.3. The Retailer has the following rights:

3.3.1. To advertise the Platform of the Administrator in any way not prohibited by the legislation of the European Union.

3.4. The Retailer has the following responsibilities:

3.4.1. To provide to Consumers safe, high-quality and consistent with all consumer properties Goods / work / service.

3.4.2. To compensate for all losses of the Administrator (real damage and loss of profit), as well as pay a penalty in case of violation this Agreements and / or in case of return of the Goods / Work / Services by the Consumer.

3.4.3. To post information on the goods / work / services provided in the Retailer’s System.

3.4.4. To provide the Administrator with up-to-date and relevant information about the goods / work / service.

3.4.5. To provide goods / works / services to the Consumers, which concluded and payed agreement through Administator.

3.4.6. To notify the Administrator by e-mail within 5 (five) business days of changes in his legal address and / or bank details, and / or other details.

3.4.7. To participate in the disputes / claims of the Consumers independently, without involving the Administrator, with compensation for losses (if necessary), as well as with the provision of all information legally requested by the Consumer.

3.4.8. To check the news in his personal account, as well as to independently monitor the updating of this Agreement at least 1 time per month.

3.5. Administrator has the right to establish similar legal relations with other Retailers.

3.6. The Administrator is not liable for settlements with the Retailer in case of non-delivery or short supply of goods / work / services to the Consumer, as well as other reasonable claims of the Consumer.

4. FINANCIAL INTERACTION OF THE PARTIES

4.1. The Administrator get a fee to the Retailer only if the Goods / Work / Services of the Retailer is sold through the online-shop of the Platform, and / or other System services provided Administrator.

4.2. In general, the Administrator's fee is 49 Euro per month. Additionally, the Administrator receives 1% of each successful sale of the Retailer.

4.3. The administrator transfers the funds received from the Consumers in the name of the Retailer, net of his fees, to the Retailer’s bank account by bank transfer. Transfer of funds is carried out at the request of the Retailer, created in his personal account System.

5. PRIVACY

5.1. The fact of acceptance of this Agreement is not considered by the parties as confidential information.

5.2. The Parties undertake not to disclose information about the terms of this Agreement, as well as other information received by the Parties in the process of fulfilling their obligations under this Agreement, except when the Party is obliged to provide such information in accordance with the legislation of the European Union.

5.3. The parties are obliged to immediately inform each other about the fact of disclosure or threat of disclosure, illegal receipt or illegal use of confidential information by third parties made by them or made known to them.

5.4. The parties are not entitled to terminate the protection of the confidentiality of information provided for in this Agreement unilaterally. The parties shall not have the right to terminate the protection of confidentiality of information, including in the event of their reorganization (merger, accession, division, separation, transformation or any other form of change in legal status) or liquidation in accordance with civil law.

5.5. The disclosure of confidential information within the framework of this Agreement means the action or inaction of one of the Parties, as a result of which confidential information becomes available to third parties without the consent of the other Party. In this case, the form of disclosure of confidential information to third parties (oral, written, using technical means, etc.) does not matter.

5.6. The provision of confidential information is not a violation of confidentiality, if it is committed at the legal request of law enforcement and other authorized state bodies and officials in the cases and in the manner prescribed by law.

5.7. In the event that confidential information is disclosed to these authorities and / or persons, the Party that disclosed the confidential information shall notify in writing the owner of the confidential information about the fact of providing such information, the content and the body to which the confidential information was provided, no later than 2 (two) business days from the date of disclosure of confidential information.

6. RESPONSIBILITY OF THE PARTIES AND RESOLUTION OF DISPUTES

6.1. The administrator is not responsible for the quality, delivery procedure, exchange of goods / works / services provided by the Retailer. The Consumer confirms and agrees with this, stating that the Consumer will build all the relationships for receiving goods / works / services directly with the Retailer of goods / works / services and will not involve the Administrator in this process.

6.2. The Parties shall be exempted from liability for full or partial non-performance of any of their obligations under this Agreement if the non-performance is a consequence of force majeure circumstances.

6.3. Force majeure circumstances include: flood, fire, earthquake and other natural disasters, war and other extraordinary and unavoidable circumstances, as a result of which it became impossible to properly fulfill obligations (and / or exercise rights) under the Agreement and which really could not be foreseen and / or eliminated by the Parties.

6.4. If any of these circumstances directly affected the fulfillment of obligations under this Agreement, the deadline for the fulfillment of these obligations is postponed for the duration of the relevant circumstances.

6.5. The party for which the impossibility of fulfillment of obligations has created is obliged to immediately, and in case of impossibility, immediately after the occurrence of such an opportunity, notify the other Party in writing of the occurrence, expected duration and termination of the above circumstances.

At the same time, the conclusion of the competent public authority that these circumstances are indeed force majeure circumstances (force majeure circumstances) must be attached to the written notice.

6.6. In order to obtain the necessary information as soon as possible, any means of communication must be used to immediately warn the other Party about the occurrence of force majeure circumstances that impede the execution of the Agreement, and then the Party whose performance under the Agreement was affected by force majeure must send a written notice of the data circumstances of the other Party. In this case, only written notice has legal force.

6.7. Failure to notify or untimely notification deprives the Party that has not fulfilled the relevant obligations of the right to invoke any of the above circumstances as a basis exempting from liability for failure to fulfill obligations under the Agreement.

6.8. If force majeure circumstances continue for more than 1 (one) calendar month, the Party not affected by such circumstances has the right to terminate this Agreement, and in this case, none of the Parties has the right to demand compensation from the other Party for damages caused by termination of the Agreement. In this case, between the Parties, prior to termination of the Agreement, settlements are made on debts that occurred before one of the Parties received the corresponding written notice.

6.9. All disputes and disagreements that may arise between the parties are resolved by them in compliance with the claims procedure.

6.10. The term for consideration of a claim is 30 calendar days from the date of its receipt.

6.11. If the dispute has not been resolved in the complaint procedure, the party that considers that its right has been violated has the right to apply to the court.

7. ACCEPTANCE, VALIDITY DATE AND TERMINATION OF THE AGREEMENT

7.1. This Agreement is concluded in the form of an accession agreement.

7.2. Acceptance of the terms of the Agreement means the complete and unconditional acceptance by the User of all the terms of the Agreement without any exceptions and / or restrictions and is equivalent to the conclusion of a bilateral written Agreement.

7.3. The Retailer accepts this Agreement after reviewing it by the following conformal actions:

7.3.1. The Retailer fills out and submits the questionnaire in the form of Appendix No. 1 to this Agreement. The questionnaire should contain relevant information necessary for organizing the execution of the Agreement, as well as the remuneration of the Administrator agreed upon by the Parties in the process of preliminary negotiations. The questionnaire is signed and sent in the original to the address of the Administrator, and also sent in the scanned (electronic) version with the signature and seal to one of the following e-mail: admin@pokupo.si;

7.3.2. The Retailer transfers to the Administrator the amount of 5 (five) Euro, which is a verification payment, indicating the purpose of payment - “Verification payment”.

7.3.3. Payment of the Verification payment referred to in paragraph 7.3.2 must be made from the bank account and details specified in the Questionnaire (Appendix No. 1) and to which the Retailer instructs to send payments from the Consumers.

7.3.4. A complete and unconditional acceptance of this Agreement by the Retailer is considered to be the completion and sending of the original Questionnaire signed by the Retailer to the address of the Administrator in accordance with paragraph 7.3.1 and the transfer to the Administrator of the Verification payment in accordance with paragraph 7.3.2.

7.4. In case of violation of the terms of payment specified in paragraph 7.3.3 of the Agreement, the Verification payment shall not be returned. Transferring a Verification payment in violation of the conditions specified in paragraph 7.3.3 is not recognized as an acceptance of this Agreement.

7.5. The rights and obligations of the Parties of the Agreement arise from the moment of conclusion of the Agreement. The agreement shall be deemed concluded upon the fulfillment of both conditions specified in paragraphs 7.3.1 and 7.3.2

7.6. The Retailer is obliged to provide information that is true when registering in the System.

7.7. Acceptance of the terms of the Agreement by the Consumer is committed before registration in the System or before the acquisition of any Goods/Services by putting a checkbox opposite the wording of consent with the terms of the Agreement.

7.8. The validity for acceptance of the terms of the Agreement is not limited.

7.9. Termination of the Agreement is possible in the following cases:

7.9.1. By agreement of the Parties, drawn up in writing.

7.9.2. At the initiative of any of the Parties. A Party that refuses further execution of the Agreement shall notify the other Party in writing of its intention to terminate the Agreement no later than 30 (thirty) calendar days before the expected date of termination of the Agreement. The notification must be made in writing on paper and contain an indication of the reason for termination of the Agreement.

7.9.3. For other reasons provided for in the current legislation of the European Union.

7.9.4. On the initiative of the Administrator in cases of violation by the Retailer of this Agreement, as well as in cases: the Retailer has provided false information about the Goods / Services sold by him at the Pokupo.io service.

For the circumstances specified in this paragraph, the Agreement may be terminated at any time.

In this case, the date of termination of the Agreement is the date specified in the notice of termination, but not earlier than the date of receipt of the corresponding notification by the other Party.

7.10. When the Agreement is terminated, the Parties make final settlements for the entire period of the Agreement until the date of termination inclusive.

7.11. Obligations of the Parties of the Agreement that arose prior to the termination of this Agreement shall be maintained until their full implementation.

8. OTHER CONDITIONS

8.1. The place of execution of this Agreement is the city of Ljubljana.

8.2. The parties are guided by the current legislation of the European Union in everything that is not regulated by this Agreement.

8.3. Agreement Digital Signature:

8.3.1. The Parties recognize the following documents in electronic form as legally equivalent documents in simple written form:

  • documents created using the information exchange protocol of the Platform;
  • documents signed with an analogue of a handwritten signature and seal,
  • electronic messages and / or messages received by fax.

8.3.2. Documents created in the Platform are generated only in the Personal Account upon entering the Login and Password and the corresponding confirmation of the authenticity of the electronic digital signature in the electronic document. The parties also confirm that such confirmation is Authorization with the subsequent formation of an electronic document (electronic document).

8.3.3. The Parties confirm that when resolving disputes related to the use of the System’s tools for signing electronic documents, the data of the Agent as the System Administrator are of great legal force: in case of a discrepancy between the data of the Administrator and the Retailer, the data of the Administrator are used, unless otherwise can be proved by the Retailer with data recorded on paper media in proper form, namely, signed by each of the Parties and certified by the seals of the Parties.

8.3.4. The Parties also confirm that the resolution of any disputes related to the use of an electronic digital signature created using the System will be resolved by the Parties within 30 (thirty) calendar days, starting from the moment of receipt of a claim by one Party against the other Party.

8.3.5. Disputes related to electronic digital signatures are resolved through negotiations and data comparisons, in electronic, written and other forms.

8.4. All appendices to the Agreement are integral parts. The Parties confirm that the rules of the Platform (permanent Internet address http://pokupo.io (http://pokupo.si)) are also an integral part of the Agreement and are binding on both the Administrator and the Retailer.

8.5. List of appendices to the Agreement:

8.6. This agreement is valid from December 16, 2019.

9. ADDRESSES AND BANK DETAILS OF THE ADMINISTRATOR

FEDEO družba z omejeno odgovornostjo
Address: Lesično 5C, Lesično, 3261 Lesično
Tax code: 86307363
VAT payer: No
IBAN: SI56 0203 6026 3239 911
Email: admin@pokupo.si