Partnering Agreement Terms And Conditions
1 relationship of the parties 3DC LTD (3DC) owns auto3d.com and operates a manufacturing site (the Site). The Partner has entered into this Agreement, to market and publicise to users of the Site, its products and/or services. 3DC will upload information about the services and details about the products and/or services to the Site from information provided by the Partner and the Partner will within thirty (30) days of the Commencement Date, confirm that the information is true and accurate. The Partner may during the Term, change further information about the products and/or services.
2 3DC’s obligations
2.1 In consideration of payment by the Partner of the Monthly Subscription or % of sales (see Special Terms), 3DC shall use its reasonable endeavours to co-operate with the Partner in all matters relating to this Agreement and use its reasonable endeavours, from time to time: 2.1.1 to promote to users of the Site; via the 3DC Website (the Website), the Site (and such social media as may be agreed), the Partner’s services, products and/or services; and, 2.1.2 to position and publicise the Partner’s status and services, on the Site; and, 2.1.3 if the Partner has agreed Special Terms then 3DC will fulfil such terms including where the Partner has Gold Status, ensure that the Partners status and its services. 2.1.4 3DC will pay the partners on time. On the payment terms set out.
3 THE Partner’S OBLIGATIONS
3.1 The Partner will; 3.1.1 will use its reasonable endeavours to co-operate with 3DC in all matters relating to this Agreement; and, 3.1.2 promptly pay the Monthly Subscription; and, 3.1.3 ensure that the details on the Site are true, accurate and not misleading and where such details change use its reasonable endeavours to notify 3DC if the partner cannot add or change the detail themselves; and, 3.1.4 provide 3DC with all relevant and pertinent information relating to the services, products and/or the services; and, 3.1.5 promptly and at such frequency as may be agreed, provide details of the services and offer, fulfil and honour, the services and not without prior written notice to 3DC vary, alter or change details of the services; and 3.1.6 permit 3DC to use the Partner’s name, trade mark and any information provided to 3DC, on the Site, the Website (and in any agreed social media). To this end the Partner grants to 3DC a non-exclusive licence to use any intellectual property in the same for the Term solely in connection with this Agreement and the right to publicise 3DC’s association with the Partner. Further, the Partner will indemnify, keep indemnified and hold harmless 3DC against any claim made by any third party that such use infringes that third party’s intellectual property. 3.1.7 Promptly delete the files and any intellectual property owned by the user that they have received to give an quote. The partner must delete the file from there history once they have delivered the item and don’t need the file anymore. If the partner does not do this they will be infringing our contract and the IP law.
3.2 The Partner acknowledges and agrees that it is solely and exclusively responsible for the following, that 3DC will have no liability to the Partner (or any third party) for the following (whatsoever or howsoever caused or arising), will indemnify, keep indemnified and hold harmless 3DC against any claim made and hereby irrevocably waives any claims against 3DC in respect of the following: 3.2.1 any statements made, representations given and information relating to the Partner’s, products and/or services; and, 3.2.2 compliance with laws, regulations, codes of practice and other obligations Site lying to the Partner’s, products and/or services; and, 3.2.3 damage to property caused by or to users of the Site whilst at the venue of the partner or through their use of the products and/or the services; and 3.2.4 any personal injury caused to users of the Site or to any third party by users of the Site, whilst at the venue of the partner or through their use of the products and/or services; and, 3.2.5 use or misuse of the, products and/or services by users of the Site; and, 3.2.6 fulfilling and honouring the Service and verifying that users of the Site, qualify for and have complied with the terms and conditions of the services (if any). Notwithstanding the above (and without reducing or limiting the Partner’s liability) the Partner will if requested by 3DC provide key terms of the services to 3DC for inclusion on the Website.
3.3 Subject to the provisions of Clause 3.2, 3DC, will use its reasonable endeavours to notify users of the Site: 3.3.1 of the information provided by the Partner set out in Clause 3.2.1 and 3.2.6; 3.3.2 that the Services maybe subject to the Partner’s terms and conditions; however, 3DC gives no warranty or representation to the Partner as to the suitability, success or otherwise of the Service, nor does it warrant or represent that the Services and the relationship set out in this Agreement will generate additional business or enhance the goodwill or brand of the Partner and 3DC will not be liable to the Partner for the same whatsoever or howsoever caused or arising.
4 monthly subscription and Payment
4.1 Any amounts due under this Agreement to 3DC shall be payable and are exclusive of value added tax which will, if Site liable, be charged in addition at the rate in force at the relevant time. Unless otherwise agreed in writing by 3DC, the Partner will pay the Monthly Subscription by Direct Debit on GoCardless this is a 6 month rolling contract. It there are any special terms this will be documented separately. ( please contact firstname.lastname@example.org for more detail on the cost of the monthly subscription)
4.2 The Partner shall pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
4.3 The provisions of this Clause 4 shall expressly survive expiry or termination of this Agreement.
4.4 3DC will pay the partner the total order value minus the card payment fee for that order.
5 exclusion and limitation of LIABILITY
5.1 Nothing in this Agreement limits or excludes a Party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation or any other liability which cannot be limited or excluded by Site liable law.
5.2 Subject to Clauses 5.1 and 5.3, 3DC shall not be liable to the 3DC Partner, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for: 5.2.1 loss of profits; 5.2.2 loss of sales or business; 5.2.3 loss of agreements or contracts; 5.2.4 loss of anticipated savings; 5.2.5 loss of or damage to goodwill or reputation; 5.2.6 loss of use or corruption of software, data or information; or 5.2.7 any indirect or consequential loss.
5.3 Subject to Clause 5.1 and 5.2, the 3DC’s total liability to the Partner, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, whatsoever or howsoever caused or arising under or in connection with this Agreement shall be limited in aggregate to one (1) times the value of the Monthly Subscription Or fee.
5.4 The provisions of this Clause 5 shall expressly survive expiry or termination of this Agreement.
6 term and TERMINATION
6.1 This Agreement shall commence on the Commencement Date and shall continue in force for the Term until expiry or termination in accordance with the provisions of this Clause 6 and may be terminated by either Party on giving prior written notice to the other Party of not less than three (3) months prior written notice.
6.2 This Agreement may be terminated by 3DC by giving prior written notice to the Partner, where the Partner is in breach of its obligations under this Agreement and, if such breach is capable of being remedied but is not remedied within one (1) month of a notice which specifies the breach and requiring the breach to be remedied.
6.3 No Party will have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances will promptly notify the other Party in writing when such circumstances are likely to cause a delay or failure in performance. If such circumstances continue for a continuous period of more than twenty (20) days, any Party may terminate this Agreement by written notice to the other Party.
6.4 Termination or expiry of this Agreement will be without prejudice to any other rights or remedies of a Party under this Agreement or at law and will not affect any accrued rights or liabilities of a Party at the date of termination, or the continuation in force of any provision which is expressly stated or by implication intended to survive expiry or termination including the provisions of Clauses 4 and 5.
6.5 No failure or delay by the either Party in exercising any right, power or privilege under this Agreement will impair the same or operate as a waiver of the same nor will any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege.
7.1 In this Agreement unless the context otherwise requires: 7.1.1 the singular includes the plural and vice versa; and, 7.1.2 a “Party” means each of 3DC and the Partner and “the Parties” shall mean collectively, 3DC and the Partner; and, 7.1.3 any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done; and, 7.1.4 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns; and, 7.1.5 where the word ‘including’ is used in this Agreement, it will be understood as meaning ‘including without limitation’.
7.2 This Agreement contains the whole agreement between the Parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to the position(s) specified therein. Each Party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement. No amendment or variation of this Agreement will be valid unless confirmed as agreed, in writing, by an authorised signatory of each Party.
7.3 Time for payment by the Partner of sums due under or in respect of this Agreement is of the essence of this Agreement. However, time for performance of 3DC’s obligations under this Agreement shall not be of the essence or made of the essence of by notice.
7.4 Any notice to be given under this Agreement will be in writing and will be sent by email mail to the address of the relevant Party as specified in the on there account (or such other address as may be notified by a Party in writing from time to time).
7.5 If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and will not in any way affect any other circumstances of or the validity or enforcement of this Agreement.
7.6 The validity, construction and performance of this Agreement and any non-contractual rights arising hereunder is be governed by English law and the Parties submit to the exclusive jurisdiction of the English courts.
last edited on 1st Oct 2019.