By and between Tamio GmbH (hereinafter referred to as “plug&paid”), a German limited liability company, with a postal address of Bockenheimer Landstraße 17-19, Frankfurt, 60325, Germany and Your company (hereinafter referred to as “Agent”)
Witnesseth
WHEREAS, plug&paid provides a whitelabel reseller platform called “Superbolts” for Agent Customers to receive payments, manage online sales, billing, orders and customers within multiple sales channels, all in one place
(“SERVICE”) for the ordering Agent.
Definitions
plug&paid has developed and owns or licenses all intellectual property rights to the technical platform which it operates, constituting plugnpaid.com, plugnpaid.de and getsuperbolts.com. The Software, documentation, any bug corrections, all copyrights, trade secrets, trademarks and other intellectual property rights protecting or pertaining to any aspect of the Software are the property of plug&paid.
A AGENT is the contractual partner of this agreement and who is given the right to offer the SERVICE to its Agent CUSTOMERS.
A Agent CUSTOMER being a user given the right to rent the SaaS-platform, hosting and gateways services to market it in their own name using the plug&paid platform.
MONTHLY FEE is defined as the monthly cost charged by plug&paid to the Agent for the use of the Superbolts SERVICE.
PLUGS a button, link or widget which when clicked deploys the cart checkout flow process.
LTD means lifetime.
About plug&paid
plug&paid is a platform for receiving payments, online sales, billing, managing orders and customers and for managing multiple sales channels, all in one place. We assist SMEs and solopreneurs that want to offer their products/services online and have the need to expand their sales across borders, or complement their existing billing systems with our easy-to-integrate technology.
Our main product is the plug&paid platform, which allows Customers to:
- Create checkout pages or widgets to:
- Sell digital products;
- Run subscription plans;
- Sell services;
- Sell tangible goods.
- Collect payments with credit cards, SEPA, iDeal, Multibanco, Bancontact, Przelewy24, Giropay, Alipay, PayPal, Bitcoin, Ethereum, XRP, wire transfers or cash;
- Offer instalment plans;
- Manage their orders and keep customers informed on every step of the checkout process;
- Create custom invoices;
- Run discounts or upsells, create coupons and vouchers;
- Run affiliate programs and publish products in our affiliate marketplace
Service Description
plug&paid will provide a white-labeled version of their existing SaaS e-Commerce platform system found at plugnpaid.com or plugnpaid.de under the whitelabel name “Superbolts” found at getsuperbolts.com, with a custom Interface for Agent to manage Customer activity, billing and on-boarding.
This agreement is made for Agents that maintain and manage checkout Plugs for their Customers.
This agreement does not give THE Agents any rights to source codes from the plug&paid and/or the Superbolts system. This agreement allows the Agent to use the plug&paid and/or Superbolts system as long as this agreement is valid.
The Agent service and website will be hosted in the plug&paid servers.
plug&paid will offer Agent edit and marketing tools for Customers credentials and Plugs.
Agent will provide full support to its Customers.
Agent still has the contractual obligation to perform this service against plug&paid .
plug&paid will provide full support to the Agent via its helpdesk page or other available instant messaging channels.
Agent can add unlimited numbers of accounts and set their own subscription pricing to their Agent pricing, following the Price and Service structure supported by the plug&paid system.
Payment for Customer subscription will be handled by a payment gateway directly to Agent, supported by Stripe. It is therefore required that the Agent opens a business account with Stripe. Agent needs to make sure that the Stripe account supports recurring payments. Agent can also manually (de)-activate its Agent Customer subscriptions.
The charge of the monthly Superbolts whitelable subscription Service fee will be handled by the gateway of Stripe, or by VISA/MASTERCARD and it is the obligation of the Agent to keep sufficient funds to pay such fees to plug&paid. This does not apply to Superbolt LTD Agency accounts.
All information submitted to the plug&paid platform by Agents shall remain the property of Agent, but will be taken over by plug&paid if this agreement has been terminated due to lack of payment of the subscription fee, or any recurring subscriptions from Agent to plug&paid delayed by more than 30 days. plug&paid can turn down any continued service for all, or selected Agent Customers after any Agent termination. plug&paid takes no responsibilities for any backup and restoring this data after termination.
plug&paid will not attempt to contact and/or enter into any type of business relationship with Agents clients unless this agreement is terminated. plug&paid cannot stop the Agent Customers signing in to other Agents and / or plugnpaid.com/de directly.
Pricing
As described under pricing on plugnpaid.com/pricing or as negotiated via one of our sales agents.
plug&paid reserves the right to change prices with written notice by email and on plugnpaid.com with 30 days notice.
All payments will be charged through Stripe.
If plug&paid finds it necessary, other payment methods can be considered as well as installment plans can be offered upon request.
Terms Of Payment
plug&paid charges the Agent fees on automation usage and takes a small fixed transaction fee amount on successful client sales from the Agent which is either €0.25 per transaction or 2.5% per transaction. Every month, you'll be billed according to how many successful transactions your clients made. See: https://www.plugnpaid.com/en/pricing/
The Agent can customize the fee structure and prices for the whitelabel plan as he/she wishes within plug&paid, and these customizations can include charging the client a monthly/yearly fee, a one-time fee, a transaction fee or a combination of all. Agency fees which are charged to the client are handled via the integrated Agent to Client billing system provided within plug&paid and offers a fully automated end-to-end billing process when linked to the Agent's Stripe account.
All fees are charged in advance, on purchase, by the authorized payment information stored in the plug&paid system (the gateway of Stripe). All amounts that have been paid are non-refundable.
In cases where plug&paid is directly responsible for any errors that have occurred, the Agent obtains the right, within reason, to request some form of reimbursement for those payments that are affected in the form of automation credits.
Payment terms on Agent setup and any associated fees are invoiced according to the plug&paid Fee structure at the time of accepting this agreement. See: https://www.plugnpaid.com/en/pricing/. Future recurring credit card payments will be made every 30 days from the first payment date.
Length Of Agreement
This agreement is valid for 3 years and will be renewed for a further 3 year period if not terminated by either party. During the first year of operating commencing on the acceptance of this agreement, both parties can terminate this agreement by giving the other party a minimum 2 months written notice of termination.
On any termination Agent is allowed to transfer Superbolts account to another Agent within a period of 30 days. New Agent must accept the terms of this Agreement and inform all Customers of the change. All work and cost regarding this, needs to be covered by the Agent.
Private Policy And User Terms
Agent commits to respect the private policy and user terms used by plug&paid that can be found here, and adapt this into Agents terms for CUSTOMERS, AFFILIATES or PARTNER.
Zero Tolerance Spam Policy/ Nature Of Content
plug&paid takes a zero tolerance stance against sending of unsolicited mail commonly known as spam.
plug&paid are constantly striving to follow the rules contained in the CAN-SPAM Act of 2003 and the guidelines issued by the FEDMA (The Federation of European Direct and Interactive Marketing), and will always operate in harmony with the laws and rules that apply in every country we operate in at all times.
Therefore plug&paid prohibits the sending of marketing e-mails to individuals, without the prior consent in advance. However, it is permissible to send such communications to e-mail addresses that do not belong to natural persons, such as mail@corporation.com.
Any Agent, or other CUSTOMER, AFFILIATE, PARTNER, CUSTOMER of Agent who sends out spam referring back to domains, or services hosted by plug&paid will have the ability to generate outgoing mails messages permanently terminated. All messages that originate from the Agent must comply with all applicable federal, state and local laws.
plug&paid reserves the right to require changes or disable as necessary any website, account, database, or other component that does not comply with this policy, at its sole discretion.
plug&paid also reserves the right to make any such modifications in an emergency at our sole discretion.
plug&paid will not be liable for any damages incurred related to spam.
Agent CUSTOMERS have full responsibility for the content in all Apps under their Agent.
Agent commits to remove any CUSTOMER in their system that violates any of the plug&paid terms of use.
Monitoring Of Service
Agent agrees that plug&paid has the right to monitor the service electronically at any time and to disclose any information as necessary to satisfy the law, or to protect itself or its subscribers.
plug&paid reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, or in violation of this agreement.
plug&paid reserves the right to monitor any and all communications through or with our facilities. Agent agree that plug&paid is not considered a “secure communications medium” for the purposes of the ECPA, and that no expectation of privacy is afforded in the event that such service is monitored and/or disclosed.
Exclusivity
It is not permitted for the Agent to start using other systems that are in direct competition with the SERVICE of plug&paid. If such violation of this agreement is taking place, plug&paid will write a letter of warning to the Agent of its intention to terminate this agreement if such violation is not stopped. If the Agent does not cease such activity in maximum 30 days from the receipt of such warning letter from plug&paid has the right to terminate this agreement with immediate effect. It is the responsibility of the Agent to make manual backups of all information that might be stored in the plugnpaid.com and its affiliated (sub-)domains.
plug&paid does not give any exclusivity to any Agents, since also plug&paid directly or other Agents can be “competing” in the same market.
Any attempt to copy the plug&paid source codes or system will lead to legal action and closing down of the Agent service, immediately without notice.
Relationship Of The Parties
Nothing contained in this Agreement shall be construed as creating any agency, legal representative, partnership, or other form of joint enterprise between the parties. Neither party shall have authority to contract for or bind the other in any manner whatsoever.
Warranty And Disclaimer
PLUG&PAID DOES NOT REPRESENT OR WARRANT THAT THE PLUG&PAID SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ENTIRELY ERROR-FREE. AGENT ACKNOWLEDGES THAT THE PLUG&PAID SERVICES ARE NETWORK-BASED SERVICES, WHICH MAY BE SUBJECT TO OUTRAGES, INTERRUPTIONS, ATTACKS BY THIRD PARTIES AND DELAY OCCURRENCES. IN SUCH AN EVENT AND SUBJECT TO THE TERMS HEREOF ,PLUG&PAID SHALL USE COMMERCIALLY REASONABLE EFFORTS TO REMEDY MATERIAL INTERRUPTIONS AND WILL PROVIDE ADJUSTMENT, REPAIRS AND REPLACEMENTS WITHIN ITS CAPACITY THAT ARE NECESSARY TO ENABLE THE PLUG&PAID SERVICES TO PERFORM THEIR INTENDED FUNCTIONS IN A REASONABLE MANNER. AGENT ACKNOWLEDGEs THAT PLUG&PAID DOES NOT WARRANT THAT SUCH EFFORTS WILL BE SUCCESSFUL. IF PLUG&PAID'S EFFORTS ARE NOT SUCCESSFUL, AGENT MAY TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTIONS ABOVE. THE FOREGOING SHALL CONSTITUTE AGENT’S SOLE REMEDY AND PLUG&PAID’S SOLE LIABILITY, IN THE EVENT OF INTERRUPTION, OUTRAGE OR OTHER DELAY OCCURRENCES IN THE PLUG&PAID SERVICES.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PLUG&PAID SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE WITH RESPECT TO THE PLUG&PAID SERVICES, OR OTHER SERVICES OR GOODS PROVIDED UNDER THIS AGREEMENT.
Limitation of Liability and Disclaimers
PLUG&PAID EXPRESSLY DISCLAIMS ANY LIABILITY OR LOSS ARISING FROM OR RELATED TO PLUG&PAID SERVICES, THIRD-PARTY SERVICE PROVIDERS OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION, LIABILITY OR LOSS ASSOCIATED WITH UNAUTHORIZED ACCESS TO A SERVER, AGENT INTERFACE, WEB SITE, FACILITY, AGENT DATA OR AGENT CUSTOMER DATA (INCLUDING CREDIT CARD NUMBERS AND OTHER PERSONALLY IDENTIFIABLE INFORMATION) DUE TO ACCIDENT, ILLEGAL OR FRAUDULENT MEANS, INCLUDING HACKING, OR DEVICES USED BY ANY THIRD PARTY, OR OTHER CAUSES BEYOND PLUG&PAID'S REASONABLE CONTROL. AGENT EXPRESSLY AGREES THAT PLUG&PAID SHALL NOT BE LIABLE FOR ANY LOSS ARISING FROM: (I) A THIRD PARTY’S INFILTRATION OF PLUG&PAID SERVICES, SYSTEMS OR WEB SITE BY ANY MEANS, INCLUDING WITHOUT LIMITATION, DDoS ATTACKS, SOFTWARE VIRUSES, TROJAN HORSES, WORMS, TIME BOMBS, OR ANY OTHER SOFTWARE PROGRAMS, OR TECHNOLOGY; (II) DISRUPTION, DAMAGE, INTERCEPTION, UNAUTHORIZED ACCESS TO OR EXPROPRIATION OF PLUG&PAID SERVICES, OR ANY SYSTEM, PROGRAM, DATA, TRANSACTION OR PERSONAL INFORMATION BELONGING TO PLUG&PAID, AGENT OR ANY THIRD PARTY; OR (III) THE LIMITATION OF THE FUNCTIONING OF ANY SOFTWARE, HARDWARE, EQUIPMENT OR THE SERVICE.
EXCEPT FOR CLAIMS ARISING FROM CRIMINAL OR WILLFUL MISCONDUCT, THE PARTIES AND THEIR VENDORS (AND ANY OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS OF THE PARTIES AND THEIR VENDORS) SHALL BE LIABLE ONLY FOR DIRECT, OUT-OF POCKET DAMAGES, AND SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS OR BUSINESS, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT, CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
PLUG&PAID MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE WHATSOEVER IN RELATION TO THIRD PARTY PRODUCTS AND SERVICES. AGENT’S RESALE, OR USE OF THIRD PARTY PRODUCTS AND SERVICES IS AT ITS OWN RISK. PLUG&PAID ASSUMES NO RESPONSIBILITY AND EXPRESSLY DISCLAIMS ANY LIABILITY FOR CLAIMS OF LOSS AND/OR FRAUD INCURRED RESULTING FROM THE RESALE, USE OF OR CONCLUSIONS DRAWN FROM ANY THIRD PARTY PRODUCT OR SERVICE, REGARDLESS OF WHETHER OR NOT PLUG&PAID IS A AGENT OF OR REFERRAL AGENT FOR SUCH PRODUCT OR SERVICE.
Copyright And Trademarks
All contents of the plug&paid are proprietary to plug&paid, and/or it’s suppliers are protected under Copyright. All rights are reserved. plug&paid reserves any rights not expressly granted herein. The Agent acknowledges that he/she/it does not presently know the special skills, techniques or business policies to make similar system or services like the plug&paid system, nor does the Agent have business forms or access to plug&paid’s body of knowledge, and as such, this information is deemed confidential and a trade secret.
Force Majeure
plug&paid is in no way liable to Agent or any Agent Customer or any other third parties for any failure or delay of company in supplying or delivering any software or any maintenance, support or other services which is caused by an event of Force Majeure. "Force Majeure" means any circumstance whatsoever which is not within the reasonable control of plug&paid , including an act of God, war, insurrection, riot, strike or other labor dispute, shortage or delay in delivery of materials, fire, explosion, flood, government restrictions or requisition or allocation, breakdown of or damage to plant, equipment or facilities, interruption or delay in transportation, fuel supplies or electrical power, embargo, boycott, order or act of civil or military authority, legislation, regulation or administrative rules, or any inability to obtain or maintain any governmental permit or approval. plug&paid will give prompt notice to the Agent of any event of Force Majeure.
Governing Law
German (Frankfurt am Main) Law shall govern this Agreement, and any dispute arising from the relationship between the parties to this Agreement, excluding any laws that direct the application of another jurisdiction’s laws.
Attorneys’ Fees And Costs
Any legal controversy or legal claim arising out of or relating to this Agreement or our services, which results in litigation, shall result in each party being solely responsible for its respective attorneys’ fees and costs throughout the entire process of any and all proceedings. Unless otherwise declared in a court of law.
Severability And Survivability
Severability. If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
Survivability. The terms of this Agreement apply to those obligations that survive any cancellation, termination, or rescission, namely – warranty, indemnification, liability and limits thereon, rights and obligations upon and following termination and assignment.
Indemnification
Agent agree to defend, indemnify and hold harmless plug&paid against any and all claims, losses, penalties, causes of action, damages, liability, costs, expenses (including but not limited to attorneys’ fees and costs) or claims caused by or resulting indirectly from Agent use of the service, without limitation or exception, including Agent violation of any third-party’s rights, (including, without limitation, infringement of any copyright trademark, service mark, trade secrets, right of privacy or publicity or any other third party right). The terms of this section shall survive the termination of Agent relationship with plug&paid.
Agent is fully responsible for all actions and activities done to Agent CUSTOMER, but will be held harmless if plug&paid is the direct cause of any potential disputes between the Agent and Agent CUSTOMER when using the plug&paid system and in compliance with plug&paid terms of use agreement (https://help.plugnpaid.com/help/en-gb/9/43)
Assignment
In the event of a merger or consolidation of plug&paid, the surviving or new corporation and any subsidiaries are similarly subject to the rights and obligations of this Agreement.
Waiver
The failure of plug&paid to enforce a provision of this Agreement shall not be construed as a waiver or limitation of plug&paid right to subsequently enforce and compel strict compliance with every provision of this Agreement.
Agreement & Acceptance
This Agreement incorporates by reference and you agree to be bound by the following, in this order of priority, including any changes or amendments thereto: (a) This Agreement; (b) Any applicable Privacy Policies; (c) Any relevant GDPR agreements for the Services; (d) The Data Processing Agreement posted at https://help.plugnpaid.com/help/en-gb/9/46; (e) The Prohibited Items and Activities policy posted at https://help.plugnpaid.com/help/en-gb/9/50 (f) The Privacy Policy posted at https://help.plugnpaid.com/help/en-gb/9/49. This White Label Partnership Agreement.
You accept this Agreement when you do any of the following: (a) give us your written or electronic signature, (b) tell us orally or electronically that you accept (e.g., by clicking the “I Accept” button, by checking the “I Agree” button, by clicking the “Continue” button and clicking “Submit”, or similar method of accepting), or (c) you submit an order for the provisioning of any Service that is accepted by us.
Entire Agreement
This Agreement constitutes the complete and exclusive statement of the Agreement between the parties regarding the products and services provided hereunder, and supersedes any prior Agreements between the parties with respect thereto.
We may change the terms of this Agreement, including any change in any charge or fee, or the imposition of a new charge or fee, at any time if we give you notice of the change (which may be provided electronically or through our website). If we make a change to these terms that is material and you do not wish to accept such material change, you may terminate the affected Service by giving us thirty (30) days’ prior notice, measured from the date you first receive notice of the proposed change. You will, however, still be responsible for all charges for Services provided before you terminated this Agreement, or the specific services in question. A material change is ONLY a change that (a) terminates or substantially reduces the availability of a Service for you or your Customer. Material changes in your Service DO NOT include an increase in, or imposition of: (1) any charge required to be collected by any governmental authority, such as taxes or surcharges, or (2) any charge not prohibited by any governmental authority to recoup our expense incurred to comply with a governmental requirement.
Language of this Whitelabel Agreement
Where Google has provided you with a translation of the English language version of this Agreement, then you agree that the translation is provided for your convenience only and that the English language versions of this Agreement will govern your relationship with Tamio GmbH.
If there is any contradiction between what the English language version of this Agreement says and what a translation says, then the English language version shall take precedence