BUSINESS COOPERATION AGREEMENT
This business cooperation agreement is concluded between M45, izobraževanje in svetovanje, d.o.o., Novo Polje, cesta VII 125, 1260 Ljubljana-Polje, Slovenia, registration No. 7508239000, VAT No. SI94201846, represented by Tjaša Ravnikar, Director (hereinafter referred to as Umologija)
and the Referrer identified by the information provided in the registration form (hereinafter referred to as the Partner)
Article 1 (Introduction)
The Contracting Parties hereby note that:
- Umologija is a provider of services and products available at www.umologija.com (hereinafter referred to as Products);
- The Partner is interested in cooperating with Umologija in promoting the Products under the terms and in the manner set out in this Agreement;
- The Contracting Parties agree to a business cooperation as set out in this Agreement.
Article 2 (Subject of the Agreement)
The subject of this Agreement is the cooperation of the Contracting Parties in promoting the sale of the Products under the terms and in the manner set out in detail in this Agreement.
Any other arrangements not forming part of this Agreement shall, upon conclusion of the Agreement, be null and void.
The Contracting Parties hereby agree that, for any terms not defined in this article, the terminology of Umologija's standard project-implementation agreement shall apply.
Article 3 (Concluding subscription relationships with Customers)
The Contracting Parties hereby agree that the Partner has no right to directly conclude subscription relationships with Customers. Within the context of this Agreement, the term Customer shall refer to natural and/or legal persons who make a purchase from Umologija on the basis of the Partner's referral.
The Partner is required to direct Customers to Umologija's website (hereinafter referred to as the Website), where Customers complete the purchase of a Product using the appropriate Partner indicator.
The Contracting Parties hereby agree that the completion of a purchase by the Customer is a condition for payment of the benefits associated with referring new Customers. If a contractual relationship with Umologija is not concluded, such a person is not considered a Customer, and the Partner is not entitled to benefits under this Agreement.
Umologija undertakes to handle Customer purchases with due care.
Umologija undertakes to notify the Partner of the conclusion of each partner agreement that meets the conditions of the preceding paragraph within 5 (five) working days of its conclusion.
Article 4 (Obligations of Umologija)
Umologija hereby undertakes to:
- Fulfil Customer orders diligently and promptly;
- Provide timely communication and support to the Partner;
- Ensure regular commission payments.
Article 5 (Obligations of the Partner)
The Partner undertakes:
- To protect the reputation and good name of Umologija for the entire duration of the contractual relationship and to refrain from any conduct that could damage Umologija's reputation and/or cause it harm;
- To act in accordance with Umologija's instructions and to follow the guidelines and materials provided by Umologija;
- To fulfil their obligations under this Agreement with due diligence;
- To communicate promptly with Umologija and to immediately pass on any information that could affect this contractual relationship and/or directly affect Umologija;
- To handle Umologija's intellectual property with due care and to protect Umologija's trade secrets in the manner and under the conditions set out in this Agreement.
Article 6 (Partner program)
The Contracting Parties hereby agree that, by creating a user account and accepting this Agreement, the Partner submits an application to join Umologija's partner program. The Partner formally joins the partner program on the date the Partner is approved by Umologija. Umologija will send the approval to the email address provided by the Partner during registration.
Umologija reserves the right to reject the Partner's application without stating a reason.
The Partner may choose between the following two partner programs:
- Partner program: The Mountain that Caught a Cloud (Gora, ki je ujela oblak)
- Partner program: The Renewed magazine.
The Partner may choose between the two programs by completing the corresponding registration form. The Partner may register for both partner programs.
Article 7 (Calculation and payment of benefits)
In their user account, the Partner will have access to an overview of all purchases for which they are entitled to commission, along with the total commission amount.
Commission is paid to the Partner once a month, no later than the 15th day of the month for the preceding month.
The Partner is entitled to commission for each purchase of Products made by a Customer.
The Partner is entitled to commission for a purchase only after all statutory return periods for the Product have expired. If a Customer cancels an order or returns Products within the statutory period, the Partner is not entitled to commission.
The Partner is not entitled to commission for their own purchases. A purchase associated with the Partner's personal data is considered a purchase by the Partner themselves.
The commission rate is 25% of each purchase. Umologija reserves the right to unilaterally change the commission rate by giving written notice to the Partner. The change in commission takes effect on the date specified by Umologija in the notice.
Article 8 (Prohibited practices)
In promoting the Products, the Partner undertakes not to:
- Violate the law;
- Engage in inappropriate advertising involving false or misleading claims;
- Send unsolicited mail;
- Advertise on sites that contain or promote illegal or inappropriate content (e.g. pornographic sites, sale of prohibited products, etc.);
- Offer other incentives in connection with the purchase of Products (e.g. additional discounts, free products, etc.);
- Engage in other practices that could harm the good name and reputation of Umologija;
- Conceal the fact that these are Umologija's Products or present the Products as their own.
Article 9 (Non-disclosure of confidential information)
The Contracting Parties hereby agree that all information arising from this Agreement or in any way connected with it constitutes a trade secret. Trade secrets include, in particular but not exclusively: payment details; pricing information; data on the hardware, software, and/or application systems used by either Contracting Party; data on Customers; data on users; data on commission; data on marketing campaigns, business plans and decisions; and any other information the disclosure of which could affect the business of either Contracting Party.
The Contracting Parties agree that each Contracting Party is obliged to protect the trade secrets of the other Contracting Party to the best of their ability and in the same manner as they protect their own trade secrets.
The obligation to protect trade secrets does not lapse upon termination of this Agreement.
Article 10 (Intellectual property)
The Contracting Parties hereby agree that the Products constitute the intellectual property of Umologija. By signing this Agreement, the Partner does not acquire any right to Umologija's intellectual property.
Umologija is the exclusive owner and holder of the intellectual property related to the Products. Nothing in this Agreement may be interpreted in a manner that grants the Partner any intellectual property right, unless this Agreement expressly provides otherwise.
Article 11 (Breaches)
The Partner is required to comply with all provisions of this Agreement throughout its term.
Any deviation from, or failure to act in accordance with, the requirements of this Agreement shall be considered a breach of this Agreement. Upon detecting any breach, Umologija will provide the Partner with written notice to remedy the breach and will set a deadline for doing so. If the Partner fails to remedy the breach within the given deadline, Umologija reserves the right to terminate this Agreement without notice.
In the event of termination of this Agreement, the Partner immediately loses, as of the date of termination, the Partner status acquired under this Agreement. Likewise, from the date of termination, the Partner is no longer entitled to payment of commission for referred Customers.
Article 12 (Protection of personal data)
The Contracting Parties hereby agree that, in connection with this Agreement, personal data may be processed, whereby each Contracting Party, as a controller of personal data, is required to comply with personal data protection legislation.
Article 13 (Communication and Partner details)
The Contracting Parties designate electronic communication as the appropriate method of communication regarding the implementation of this Agreement. Electronic communication is deemed sufficient, except where this Agreement expressly provides otherwise.
Article 14 (References and distinguishing marks)
The Partner permits the use of their own distinguishing marks for the purposes of references and marketing by Umologija, such as the listing of Partners on websites controlled by Umologija and in marketing communications, in printed or electronic form, including mentions on social media platforms controlled by Umologija.
Umologija undertakes to use the Partner's distinguishing marks within the limits defined above, and will coordinate with the Partner in advance regarding any use of the distinguishing marks that would exceed the scope set out in the first paragraph.
Umologija permits the Partner to use Umologija's own distinguishing marks for the purposes of fulfilling the Partner's obligations under this Agreement.
The Partner undertakes to use Umologija's distinguishing marks in accordance with the instructions and guidelines provided by Umologija.
Umologija and the Partner may each use only the other Contracting Party's approved distinguishing marks. An approved distinguishing mark is one authorized for use by the Contracting Party managing that distinguishing mark.
Article 15 (Duration and termination of this Agreement)
This Agreement is concluded for an indefinite period.
Either Contracting Party may withdraw from this Agreement without stating a reason and without notice.
All terminations of this Agreement shall be made in writing, using the electronic communication channels provided by the Partner during user account registration.
In the event of termination of this Agreement, the Contracting Parties are released from all obligations and rights arising from the Agreement, except for mutual financial obligations arising under the Agreement and obligations relating to the protection of trade secrets, intellectual property, and personal data.
Article 16 (Force majeure)
In the event of force majeure, such as natural disasters, war, and other unforeseen occurrences in the business environment, or the failure of resources essential for the implementation of this Agreement, such as electronic or telephone communications, hardware or software malfunctions, and other causes, the Agreement shall not be terminated, provided that the Contracting Party affected by the disruption caused by the force majeure event notifies the other Contracting Party and remedies the cause within a maximum of 14 (fourteen) days, or, if this is not within their power, as soon as conditions for normal business operations are restored.
Article 17 (Amendments to this Agreement)
This Agreement constitutes the entire agreement between the Contracting Parties.
Any information or oral or written arrangements not forming part of this Agreement shall be deemed null and void.
Umologija may amend the terms of its partner programs at any time by sending the Partner a new Agreement for approval. If the Partner does not agree to the new terms, they have the right to terminate the Agreement without notice. If the Partner continues to participate in the partner program (i.e., retains their user account), this shall be deemed to constitute approval of the amended Agreement.
Article 18 (Dispute resolution)
Any disputes arising from this Agreement shall be resolved by the Contracting Parties amicably. If an amicable resolution is not possible, the competent court in Ljubljana shall have jurisdiction over the dispute.
