1. Subject matter.

This agreement concerns assigning to the Reseller, in its own name and on behalf of the Principal, the task of illustrating and disseminating, promoting and developing the products and services of S.W. Globoo Limited.

The purpose of the activity is the resale, by the Principal, of the services and products referred to above to commercial businesses, whether on the territory or online.

To implement this Agreement, the Reseller, having completed the above activities and obtained the interest of the customer to take advantage of S.W. Globoo Limited, will be required to identify the client in a professional manner by acquiring its company data, and to report the interest together with the communication of the acquired data to the Principal.

2. Exclusivity.

The Reseller undertakes not to manage, either directly or indirectly, other products and in any case in competition with the products of the Principal unless expressly authorised;

The Reseller undertakes to refrain from undertaking or being interested or involved (either directly or indirectly, individually or jointly with others) in activities, projects or businesses of the same type as those which are the object of this Agreement or are similar, in its own name, on behalf or otherwise in the interest of legal entities other than the Principal unless expressly authorised.

3. Territory.

The Reseller’s activity includes every territory included within the European Union.

The Principal reserves the right to modify, extend, restrict or revoke the area of jurisdiction.

4. Reservation.

The Principal reserves the right to handle and to stipulate, directly and exclusively, agreements for the sale, supply and licencing of its products and services, as well as subsequent commercial, economic and all other relationships.

The Principal reserves the exclusive right to manage the relationships of collaboration with the customers, the supply and management of the supplied services, the installation of the IT products (software) and any further connection with the customers.

5. Liability.

The Reseller declares to be aware of the Italian and EU legislation regarding commercial promotion and to exempt the Principal from any kind of responsibility.

The Reseller remains unrelated to the relationships, conventions and agreements initiated by the Principal with the customers, as well as to the Principal’s products and their operation.

6. Duration and Termination.

This Agreement will have the duration of one (1) year and will enter into force on the date in which the Reseller signs the specific application form. Each party may withdraw from the agreement with a written notice of not less than 30 days from the contractual due date.

Unless either Party should terminate it, this Agreement will automatically be extended at the same conditions for a further period of one (1) year and so on for subsequent years.

Within the first three (3) months of the relationship, both the Principal and the Reseller may resolve the present agreement by a simple written communication. The termination will take effect from the eighth day following receipt of the communication by the recipient.

This agreement is terminated by right, with immediate effect, upon notice by the Principal, should the Reseller not fulfil the obligations arising from this agreement or for gross negligence or fraud.

The infringement of even one of the obligations contained in this agreement will give the Principal the right to consider resolved by right and terminated, with immediate effect, the relationship without any right to compensation and without prejudice to the Mandate’s right to claim damages.

The expiry or termination of this Agreement, for any reason, will not entitle the Reseller to claim compensation, or reimbursement for the creation or loss of goodwill, or for any other reason however configured.

In case of expiry or termination of this Agreement, for any reason, the Reseller will cease to use all the assets owned by the Principal and will have no further claim of any kind as regards relations or connections with the Principal.

7.Regulatory Rules and Regulations.

This agreement is a Reseller Agreement with no powers of representation.

The Reseller operates with full autonomy, excluding all powers of representation and of concluding any contract in the name of the Principal.

The Reseller must execute the Mandate with its own company organisation as this agreement excludes any employment or brokerage relationship.

The Reseller must maintain complete confidentiality as regards all the commercial information which it may become aware of by reason and/or as a result of performing the activities governed by this Agreement.

This Agreement is entered into based on mutual trust (intuitu personae) and may not be transferred from the Reseller to third parties, in whole or in part, except with the prior written consent of the Principal.

The Reseller acknowledges that the Principal’s name, trademarks and distinguishing marks and any related rights are and remain the property of the Principal.

The Reseller is obliged to comply with the current internal and Community regulatory provisions applicable to its business.

8. Fee, payment methods and terms.

In order to pay the fee agreed with the Principal, in relation to the type of service or product being promoted, the Reseller will be provided with its own identification code (“Reseller Code”) which must be communicated to the customer who will use it during the purchase by entering it in the appropriate field to be filled in on the required application and/or registration form. The compensation will accrue after the first 30 days of use, starting from the date of installation and will be paid within 30 days of exceeding it.

As regards the nature of the fee for all the activities carried out, the Reseller will be paid a one-off monetary amount indicated in the specific commercial annex and based on the type of agreement inherent to a product or service concluded with the reported customer.

In the event that Reseller procures a client with identical corporate name to that of his own, Reseller will not be entitled to commissions or to any discount on the product and / or subscription plan.

In compliance with the principle of maximum transparency imposed by anti-money laundering legislation, the Principal imposes on the Reseller the obligation to make and receive, this latter action where expressly permitted by the Principal for a specific purpose, any payment for exercising the activity on behalf of the Principal, by bank cheque, bank transfer, or any other traceable payment method agreed upon by the parties.

9. Expenses and Refunds.

All expenses, of any kind, postal, telegraphic, travel, storage and other, are fully borne by the Reseller, except for those expressly authorised in writing by the Principal.

10. Reseller’s obligations.

When carrying out its business in relation to the subject matter of this Agreement, the Reseller will always abide by the principles of the most scrupulous commercial correctness. The Reseller will operate exclusively within the limits of its mandate and with ethically moral candidates.

The Reseller must provide proof of in-depth knowledge of the market and send to the Principal information and news useful for the Principal’s activity.

All documentation or any distinctive sign entrusted to the Reseller for performing the activity governed by this Agreement remains the exclusive property of the Principal and must be returned in the event of termination of or withdrawal from this agreement.

11. Invalidity or ineffectiveness.

In the event of invalidity or ineffectiveness, in whole or in part, of any provision or clause of this Agreement which is not of an essential nature, the Parties agree to negotiate and agree, in good faith, that these provisions or clauses should be replaced by other, valid and effective ones, which have substantially the same effect as concerns the subject matter and purposes of this Agreement. In any case, the invalidity or ineffectiveness of individual provisions or clauses of this Agreement will not entail the invalidity or ineffectiveness of the entire Agreement.

12. General provisions.

This agreement fully embodies the agreement reached between the Parties.

The Principal reserves the right to change this Agreement temporarily or permanently at any time, even without notice. The Reseller, without prejudice to its right to termination, hereby accepts such changes to the agreement and accepts that the Principal will not be liable towards the Reseller or third parties for such modifications.

13. Communications

Any communication concerning exercising one of the rights established by the agreement must be made by the Reseller via e-mail to legal@new.globoo.eu, by the Principal to the e-mail address detailed in the subscription form or alternatively by post with a registered letter with return receipt sent to the Principal’s registered office address as specified in the Foreword and/or of the Reseller as indicated in the application form.

14. Competent court.

Any controversy concerning the validity, execution, interpretation or resolution of this Agreement shall be assigned to the Italian legislation and to the court with territorial jurisdiction pursuant to the applicable legal provisions. The Parties agree that, prior to taking any legal action with respect to this Agreement, they will attempt to amicably settle all disputes through their legal representatives or special attorneys.

15. References.

For anything not expressly provided for in this agreement, reference should be made to the general and special rules and regulations applicable on this matter.

16. Conclusions.

The parties declare that this Agreement is signed by the Reseller electronically through the completion of the subscription form, the choice of the tariff plan, and the acceptance of the terms of the Agreement. Furthermore, the parties declare ex articles 1341 and 1342 of the Italian Civil Code that all the clauses of the Agreement have been individually understood, read and approved.