Definitions:

• “Buyer” – End customer paying for the Product on the Marketplace
• “Order” – The “Buyer” purchasing the product on either the Marketplace or with the Partner 
• “Complaint” – Made by either the Buyer, Marketplace or Partner
• “Completed Order” – an order than has been fulfilled, if physical the item has been dispatched and received by the Buyer, if service or digital the buyer has been given access or used the Product

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Happl (“Marketplace”) agreed to promote the “Partner” products and/or services (“Product”).

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Commercial agreement

• The Partner agrees to the Partnership Commercials as above
• At the end of each calendar month, the Partner will supply the Marketplace with a statement containing

• Each “Completed Order” and its total amount, tax, discount and shipping
• Amount owed by one party to the other (depending on the Commercial Agreement) 

• Each party will have 14 days to raise any disputes with the statement
• Following the settlement of any disputes, the owing party will pay the invoice within 14 days of acceptance
• Both parties confirm they have the appropriate insurance in relation to this Agreement and the Product provided

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Account Maintenance

• It is the Partners role to ensure that the Marketplace has the latest and accurate information for the Product this may include descriptions, images, cost, discount code
• Marketplace users and customers can leave reviews on Product on the Marketplace website, these are managed by Tahora Ltd. Should any cause for concern get raised, this will be brought up with the Partner
• Throughout the term of the contract, both parties are to ensure that the method of redemption as listed in the Comments above is active and working
• The Partner can contact the Marketplace at any time on the contact details above for any questions, additions or changes to the account and its listing
• All Buyer information is to be kept confidential. Partner is only allowed to contact the Buyer or any Marketplace customer in relation to their product or marketing materials.
• The Buyer must never try and remove the Marketplace from the relationship

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Agreement Management

• Either party shall be entitled to terminate this Agreement in relation to any one or more of the Product by giving the other 30 days’ notice in writing
• The terms of this Agreement will be valid for 18 months from the point of the last party to sign this Agreement. At the end of the 18 months, the agreement will renew for a further 18 months unless termination is requested by either party with the notice period
• The Marketplace reserves the right to have complete control over how the Product is displayed and its visibility to users. The Marketplace team aim to work closely with the Partner to ensure this is carried out in the best possible way
• Neither party shall be liable for any loss of business or reputation related to this Agreement
• The Marketplace has the right to market the partnership with the Partner on its social channels, sales materials, website, app and more
• This Partnership Agreement is to be kept confidential and neither party are to disclose the details of the working relationship without written approval

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Refunds, issues, support

• Where possible complaints and questions are handled by Marketplace, but they may be passed to the Partner if needed. Orders placed directly with the Partner should be supported by the Partner
• Refunds and replacements should be issued if:

• the Product is damaged or defective (including damage incurred whilst shipping)
• the Product is not as described or pictured on the listing
• the Product arrives after the expected delivery date

• Should the Product be a physical item the Partner is required to cover any shipping costs of returning the Product to the Partner
• A refund or replacement option is at the request of the buyer who will be given the option when they make a complaint about the order
• Once a request has been made the Partner has 5 working days to approve or reject the refund, provide a full reason and if approved send a replacement Product
• Replacement Product should be shipped within 48 hours of approving the Complaint
• Refunds should be shown on the monthly Statement and include the order number for reference
• For digital and other ongoing Product the Marketplace has the right to request usage reports to understand the frequency of usage of the Product by the Buyer

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Fulfilment

• Receiving the Order

• Most Orders will be placed on the Marketplace, but some listings may require the buyer to do this on the Partners own website/app
• Methods of placing and receiving the order:

• Where possible, the Partner will install a connection plugin to their e-commerce platform to allow the order to automatically get directed to their fulfilment channels. 
• A unique discount code for the Marketplace can be used if it is not possible to place the order via the Marketplace place website/app
• A direct integration with the Partner may also be an option if there is enough demand

• Physical Product - Dispatched within 48 hours of ordering or the Partner should notify the Marketplace of the delay and provide tracking information
• Digital Product - Must be made immediately available to the Buyer

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Marketing

• When available the Marketplace will contact the Partner for further paid marketing opportunities to promote the Product to the Marketplace’s users and customers
• These are at a cost to the Partner, and a separate statement of work will be supplied

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Referrals

• As the Marketplace grows, we welcome any introductions to potential customers and Partner’s, they must be new and not already in discussion with the Marketplace
• Following a successful referral commission will be paid by the Marketplace. The Marketplace has the right to refuse and will be clear on the reasons
• In both cases, it is the job of the Partner to ensure they request their compensation

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Commission for customers introduced by the partner

• Three months after signing up and paying for the Marketplace
• 15% commission on the first year subscription billing
• Paid at the end of each quarter providing they remain a paying client for the full quarter and are not in arrears