+31 (0)20 - 820 23 91

Partner Terms and Conditions

SEOshop Group B.V., trading under the name of SEOshop, with its office registered at 1016EE Amsterdam, de Keizersgracht 313. Post address PO Box 15603, 1001NC Amsterdam. Telephone number: +31(0)20 820 23 91

Partner Terms and Conditions of the limited liability company (in Dutch “Besloten Vennootschap”) incorporated under Dutch law SEOSHOP GROUP B.V., having its registered seat of business in (1016EE) Amsterdam, the Netherlands having its office at the Keizersgracht 313, registered at the Dutch Chamber of Commerce under number 17229470) (hereinafter referred to as"SEOshop");

By submitting the Partner sign-up form, you are deemed to have agreed to be bound to the terms and conditions set out on this page.

1. DEFINITIONS

1.1. In this Partner Terms and Conditions except where the context otherwise requires the following words and expressions shall have the following meanings:

“SEOshop Partner Program”The partner program developed by SEOshop that App Builders, Theme Designers and Resellers can enroll for to service SEOshop Clients or sell products (Apps/Themes/New Shops) to
“Affiliated Company”any corporate entity directly or indirectly owned or controlled by a Party
“Partner Terms and Conditions”the conditions set out on this page
“The Partner Agreement”the external (commercial) agreement made between the specific Partner and SEOshop
“Commencement Date”the date of signing up for the SEOshop Partner Program
“Improvements Licensed Product”any improvement, enhancement, adjustment, alteration or modification made by SEOshop to (any of the Intellectual Property and/or Knowhow relating to) the Licensed Product during the term of this Partner Terms and Conditions whether or not derived in the process of having the Licensed Product made or in the process of putting the Licensed Product into commercial distribution;
“Improvements Third Party content”any improvement, enhancement, adjustment, alteration or modification made by The Partner to (any of the Intellectual Property and/or Knowhow relating to) the Third Party content during the term of this Partner Terms and Conditions whether or not derived in the process of having the Third Party content made or in the process of putting the Third Party content into commercial distribution;
“Intellectual Property Licensed Product”all rights of intellectual property in or relating to the Licensed Product, including but not limited to Patents as well as claims thereto, trademarks, copyrights, database-rights
“Intellectual Property Third Party content”all rights of intellectual property in or relating to the Third Party content, including but not limited to Patents as well as claims thereto, trademarks, copyrights, database-rights
“Knowhow”any trade secrets, and/or commercial and/or technical know-how such as technical information and/or data relating to the (production of the) Licensed Product, whether registered or unregistered; any (other) information disclosed to a party that is confidential, including without limitation all ideas, concepts, structures, costs, specifications, documentation, designs, techniques, drawings, hardware, software, data, prototypes, processes, technology, methods of design and/or development, inventions, and/or other technical, business, marketing, planning information and/or data regardless of how such information is transmitted (including orally, and/or in documentary and/or machine-readable form, and/or in the form of samples from which the information may be derived);
“Licensed Product”software relating to a web-based portal, as described in the Partner Terms and Conditions including Improvements thereof, which is manufactured, designed, operated and maintained by SEOshop which includes providing an online webshop that can be customized by third parties or by the Partner on behalf of the third parties;
“Parties”the parties to this Partner Terms and Conditions: SEOshop and the Partner
“Kickback”the consideration monthly payable by SEOshop to the partner or vice versa as described in these Partner Terms and Conditions or The Partner Agreement
“Third Party”the party, having its registered office or place of residence in Belgium or the Netherlands, that enters into an agreement with the Partner with reference to the use of the Licensed Product
“Third Party content”any service/product created and sold by The Partner on the SEOshop platform or any other service/product based on the licensed product created or sold by The Partner.
“Reseller”Partner that earns a commission on selling the SEOshop licensed product to third parties.
“Affiliate partner”Partner that earns a commission on each new shop subscription by referring direct traffic to SEOshop with a custom tracking link or using the official affiliate form.
“App builder”Partner that builds new app(s) to be marketed and sold within the SEOshop platform
“Theme designer”Partners that designs theme(s) to be marketed and sold within the SEOshop platform
“Services”Any other e-commerce related service(s) marketed on the SEOshop platform
“Lead”A unique user that registered for a trial or paid account on the SEOshop website or via the official SEOshop affiliate form, actively and directly promoted by the partner. Partner leads are never own brought on stores. Cookie-stuffing, or any other manipulating practices to generate leads are not allowed.
“New shop”Each new webshop hosted on the SEOshop platform
“New app”Each new app built on the SEOshop platform
“New theme”Each new theme designed on the SEOshop platform
“SEOshop e-commerce platform”SEOshop is an e-commerce platform which services include licensed use of the SEOshop software, hosting, updates and support
“Client”The end-user of the SEOshop licensed product(s)
“Social media outing"Posting on any SEOshop used social media platform
“Territory”Global Territory
 

1.2. Reference to the singular includes reference to the plural and vice versa and reference to one gender includes reference to all genders.

1.3. Unless the context otherwise requires, reference to any Clause, sub-Clause, or Schedule is to a Clause, sub-Clause or Schedule (as the case may be) of or to this Partner Terms and Conditions.

1.4. The Schedules and the Partner Agreement form part of this Partner Terms and Conditions and shall have the same force and effect as if expressly set out in the body of this Partner Terms and Conditions and any reference to this Partner Terms and Conditions shall include the Schedules.

1.5. The headings contained in this Partner Terms and Conditions and the Schedules hereto are inserted for convenience only and shall not in any way form part of nor affect or be taken into account in the construction or interpretation of any provision of this Partner Terms and Conditions or the Schedules.

1.6. In the event that there is a conflict between the text of the Partner Terms and Conditions and the text of any of the Partner Agreement, Schedules or Enclosures otherwise, the following hierarchy will apply; 1) The Partner Agreement, 2) Annexes, 3) Partner Terms and Conditions and 4) General Terms and Conditions.

2. GRANT OF THE LICENSE

2.1. In consideration of the covenants, agreements and promises contained in this Partner Terms and Conditions and for the consideration referred to in Clause 6 (and The Partner Agreement) SEOshop grants to the Partner and the Partner hereby accepts, a non-exclusive license to distribute and sell the Licensed Product and the Improvements in the territory, subject to the terms and conditions contained in this Partner Terms and Conditions.

2.2. The Partner may not without the consent of SEOshop assign, transfer, sub-contract, sublicense (including but not limited to sublicenses to Affiliated Companies), or in any other manner make over or transfer to any third party, the benefit and/or burden of part or all of its rights under this Partner Terms and Conditions and/or all or any part of its rights under this Partner Terms and Conditions relating to the Licensed Product.

2.3. The Intellectual Property, the Improvements and the Licensed Product shall remain at all times the property of SEOshop and the Partner shall acquire no rights in any such materials except as expressly provided in this Partner Terms and Conditions.

3. DURATION

3.1. The Partner Terms and Conditions shall commence on the Commencement Date and shall unless terminated in any of the circumstances of Clause 13 of the Partner Terms and Conditions continue to be in force for a period of one (1) year.

3.2. The Partner Terms and Conditions shall be tacitly renewed for periods of one (1) year, unless one of the Parties terminates this Partner Terms and Conditions by written notice, as described in Clause 13 of this Partner Terms and Conditions, at least one (1) month prior to the renewal date of this Partner Terms and Conditions.

4. RESPONSIBILITIES OF SEOSHOP AND THE QUALITY OF THE LICENSED PRODUCTS

4.1. SEOshop shall provide the partner with the licensed products as described in Schedule I of this Partner Terms and Conditions.

4.2. All Licensed Products customised, distributed and sold by the Partner shall (i) comply with the established standards of quality of such products currently applicable; (ii) meet the functional and/or quality specification and/or any other conditions prescribed by SEOshop in the Partner Agreement or the Partner Terms and Conditions; and (iii) comply with all laws and/or regulation applicable for such products in the applicable Territory.

4.3. For the purpose of ensuring that the Partner is complying with these standards the Partner shall as reasonably requested by SEOshop from time to time supply to SEOshop at SEOshop’s expense samples of customised Licensed Products for the purpose of inspecting and testing the same;

4.4. The Partner acknowledges that it is aware of the standards described in Clause 4.2 and the Partner agrees that it will comply with these standards at any and all time as well as that the Partner will properly inform its clients in writing about the standards described in this Clause 4.

4.5. Licensed Products intended to be marketed which in SEOshop’s opinion do not meet the standards described under clause 4.2 of the Partner Terms and Conditions shall on notice being given by the SEOshop be forthwith withdrawn from publication, production and sale by the Partner and shall either be corrected or destroyed at SEOshop's option. SEOshop may inspect any such corrected products before they are published and/or marketed.

4.6. If the Partner fails to comply with the instructions of SEOshop as specified in Clause 4.5, SEOshop is entitled, at its own discretion, to deny further access to the Licensed Product and/or block the internet domain and/or block the access to the e-mailboxes linked to the internet domain.

4.7. SEOshop, at the discretion of SEOhop, may provide to the Partner technical information and Know-how which the Partner may use for customisation, distribution and sale of the Licensed Products. The Partner shall keep confidential, both during this Partner Terms and Conditions and after termination, any information supplied to it under this clause and shall only make use of such information for the purposes of customisation, distribution and sale of the Licensed Products under this Partner Terms and Conditions.

4.8. The Partner understands and agrees that the SEOshop platform may not satisfy all of the leads requirements and may not be uninterrupted or error-free.

5. RESPONSIBILITIES OF THE PARTNER

5.1. The Partner will place the SEOshop logo, preferably with a do follow link, to the SEOshop website on the Partner’s company website. The logo should be placed on the most prominent and logical page related to the e-commerce solutions of the partner. It is NOT allowed to copy any content from the SEOshop websites to the Partner’s website.

5.2. The Partner will use its best efforts to (a) promote and market SEOshop, and (b) identify for SEOshop prospective leads. In no event shall the Partner engage in any marketing or promotional activity related to SEOshop in any area, location, territory or jurisdiction outside of the territory as defined by SEOshop from time to time. The partner shall bear all costs and expenses for such activities unless otherwise determined by SEOshop, in its sole discretion.

5.3. In no event shall Partner engage in any e-mail marketing or promotion with respect to SEOshop, any SEOshop related entity except as expressively set forth in this Partner Terms and Conditions. In the event a Partner has an Opt-list, the Partner may make a written request to SEOshop to send e-mails regarding the offering of SEOshop and SEOshop related entities to the individuals in the Opt-in list. In the event SEOshop approves such request the Partner shall comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to e-mail marketing and “spamming”. Without limiting the generality of the foregoing, the Partner shall (a) not send any e-mail regarding SEOshop and/or SEOshop related entities to any individual or entity that has not requested such information (b) always include “unsubscribe” information at the top and bottom of any e-mail regarding SEOshop, SEOshop related entities and/or the SEOshop platform.

5.4. The Partner shall not (a) engage in any fax, broadcast or telemarketing and any other offline marketing methods with respect to SEOshop or any SEOshop related entities, (b) use Malware and/or Spyware techniques or use any other aggressive advertising or marketing methods in any of its dealings relating to SEOshop or any SEOshop related entities, (c) make any false, misleading or disparaging representations or statements with respect to SEOshop or any SEOshop related entities or (d) engage in any other practises which may affect adversely the credibility or reputation of SEOshop or any SEOshop related entities, including but not limited to, using any website in any manner, or having any content on any website, that (i) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or (ii) violates any intellectual property or other proprietary rights of any third party.

5.5. The Partner shall not purchase search engine or other pay per click keywords (such as Google Adwords), or domain names that SEOshop has registered or SEOshop Technologies trademarks and/or variations and misspellings thereof.

5.6. Only with the prior written consent of SEOshop shall the Partner use any of the trademarks, trade names or any other indication of origin that relates to SEOshop, in advertisements or other online and offline commercial publications relating to the Third Party content.

5.7. In addition to, and without limiting the provisions of this Partner Terms and Conditions, the Partner shall perform its obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.

5.8. The Partner shall promptly inform SEOshop of any information known to the Partner related to any leads, prospective Partners that could reasonably lead to a claim, demand or liability of or against SEOshop and/or SEOshop related entities by any third party.

5.9. All Third Party content shall remain the responsibility of The Partner, SEOshop can never be held liable for any Third Party content and the commercialisation thereof.

5.10. The Partner is prohibited from soliciting reviews in either the App Store, Theme Store, Services or Expert area, by offering a financial or any other incentive.

5.11. In case an existing SEOshop merchant gives notice to the Partner that it wants to switch from SEOshop to another e-commerce platform, the Partner is obligated to give notice to SEOshop of such a situation. SEOshop should always be given the opportunity to repair any problems/issues with the merchant. In case this is not possible SEOshop will approve the switch.

5.12. In case an existing Partner merchant gives notice to SEOshop that it wants to switch from another e-commerce platform to SEOshop Premium, SEOshop is obligated to give notice to the Partner of such a situation. The Partner should always be given the opportunity to repair any problems/ issues with the merchant. In case this is not possible the Partner will approve the switch.

6. COMMERCIAL TERMS, PAYMENTS AND ROYALTY

6.1. All Fees payable to a Partner will be calculated based on the referral plans as defined below, whichever applicable when SEOshop will do the billing. The referral plans are revenue sharing plans applicable where a Partner introduces SEOshop to a Lead, or SEOshop introduces a Lead to a Partner.

  • A Partner, acting as a value added reseller (VAR) Partner or Affiliate Partner, is entitled to twenty percent (20%) of the shop subscription revenue received by SEOshop from such client coming directly from a Lead by the VAR/Affiliate Partner, with SEOshop being entitled to the remaining eighty percent (80%).
  • A Partner, acting as an App Partner, is entitled to seventy percent (70%) of the app revenue received by SEOshop from such client coming directly from a Lead by SEOshop, with SEOshop being entitled to the remaining thirty percent (30%).
  • A Partner, acting as a Theme Partner, is entitled to seventy percent (70%) of the theme revenue received by SEOshop from such client coming directly from a Lead by SEOshop, with SEOshop being entitled to the remaining thirty percent (30%).

6.2. In consideration of the grant made in these Partner Terms and Conditions, SEOshop shall pay the Partner during the term of these Partner Terms and Conditions the Kickback-fee as specified in the referral plans defined above.

6.3. In consideration of the grant made in these Partner Terms and Conditions and any other external Partner Agreement, The Partner shall pay SEOshop the Kickback-fee during the term of these Partner Terms and Conditions.

6.4. The amounts due on the basis of Clause 6.1, 6.2 and 6.3 will be in Euros and exclusive of VAT and/or other taxes, levies, duties and costs. All taxes, levies, duties and costs shall be borne by the Partner.

6.5. The kickback-fee due for the sales of (i) standard software and (ii) custom-built software shall be based on the information available to SEOshop in SEOshop’s online back office and/or Partner Dashboard.

6.6. SEOshop will pay the kickback-fee when the merchant has fulfilled the payment. If a merchant does not complete the payment, SEOshop has no obligations to pay out the partner. The partner holds the right to block the merchant from its app or theme when payments are outstanding. The partner portal holds an overview of all customers including their payment information.

7. INTELLECTUAL PROPERTY

7.1. All rights of Intellectual Property into the Licensed Products, Improvement thereof, Know How and all other materials used by SEOshop shall exclusively belong to SEOshop unless otherwise agreed in writing.

7.2. The Intellectual Property embodied in any Improvements of the Licensed product will be vested in SEOshop, irrespective of whether the Improvements have been made, partly or in whole, by the Partner or by SEOshop.

7.3. The Partner hereby agrees and undertakes to use the Intellectual Property, Improvements and Knowhow in accordance with the applicable legal requirements in the Territory.

7.4. The Partner is entitled to use, promote, advertise, display or otherwise commercialise the Licensed Product online and offline, under the conditions set out in Schedule 2 and to the extent permitted by law.

7.5. The Partner shall not at any time use, promote, advertise, display or otherwise commercialise the Licensed Product, the Improvements and/or Know How in a manner that would adversely affect any rights of ownership of SEOshop therein or in a manner that would derogate or detract from their repute.

7.6. The Partner is not entitled to register any SEOshop trademarks, trade names and/or any domain names including the sign “SEOshop”. In the event that the Partner nonetheless registers, applies to register or otherwise obtains title to any (unregistered) trademark, trade name, sign and/or any domain name relating to “SEOshop”, the Partner shall transfer these rights at the first written request and without demanding any form of compensation to SEOshop.

7.7. All rights of Intellectual Property into the Third Party content, Improvement thereof, Know How and all other materials used by The Partner shall exclusively belong to The Partner unless otherwise agreed in writing.

7.8. The Intellectual Property embodied in any Improvements of the Third Party content will be vested in The Partner, irrespective of whether the Improvements have been made, partly or in whole, by the Partner or by SEOshop.

8. INFRINGEMENT

8.1. The Partner and SEOshop will separately and jointly monitor whether the Intellectual Property rights are suspected of being infringed. The Partner shall as soon as it becomes aware thereof give SEOshop in writing reasonably ascertainable particulars of any applications to register Intellectual Property that might infringe upon the prior Intellectual Property of SEOshop, or use or proposed use by any other person, firm or company of Intellectual Property get-up of goods or mode of promotion or advertising which amounts or might amount either to infringement of the Intellectual Property of SEOshop or which might amount to passing off/unfair competition (whether suspected, threatened or actual).

8.2. SEOshop shall have the exclusive conduct of any and all proceedings in respect of any infringements of the Intellectual Property. The decision to take action against (suspected) infringements shall be solely at the discretion of SEOshop. SEOshop is under no obligation to take action against infringements of its Intellectual Property and shall not be liable towards the Partner in the event that it refrains from action against infringements of its Intellectual Property.

8.3. In the event that SEOshop takes action against infringements of its Intellectual Property, the Partner shall, at request of SEOshop, provide full assistance and cooperation to SEOshop and the Partner shall, to the extent possible, have its employees and agents testify when requested and make available relevant records, papers, information, samples, and the like.

9. LIMITATION OF LIABILITY

9.1. Notwithstanding anything to the contrary in this Partner Terms and Conditions and to the maximum extent permitted by the applicable law, SEOshop’s total aggregate liability to the Partner for any claim arising out or in connection with this Partner Terms and Conditions and/or the commercialisation and use by Licensee or its customers of Licensed Products, will never exceed the amount of kickback-fee received by the Partner from SEOshop in the three months prior to the event or series of events that have caused the claim.

9.2. SEOshop can never be held liable for any indirect damages or consequential losses howsoever, suffered by the Partner and caused or arising under any theory of liability in relation to this Partner Terms and Conditions and the commercialisation of Licensed Products.

9.3. Any and all claims that the Partner may have against SEOshop expires within twelve (12) months after inception of the claim.

10. INDEMNIFICATION

10.1. The Partner hereby agrees to protect, indemnify, defend and hold harmless SEOshop from any Claims imposed upon, incurred by or asserted against SEOshop by reason of any unauthorised use by the Partner in connection with the Licensed Product covered by this Partner Terms and Conditions or any failure to properly perform the terms of this Partner Terms and Conditions and that it will compensate SEOshop for any damage resulting from such unauthorised use or failure. The Partner agrees to notify SEOshop of any such Claims within 5 (five) business days of receiving notice of such Claim, thereby specifying reasonable particulars of the facts that give rise to such Claim.

10.2. SEOshop may engage a counsel of its choice to represent it against such Claim.

10.3. The Partner shall not make any admission as to liability or agree to any settlement or compromises with regard to a Claim without the prior written consent of SEOshop. SEOshop may, at its option and at its own costs, take over the defence of any action brought in respect of such a Claim.

10.4. The Parties will use reasonable endeavours to prevent the occurrence of any damage and, where such damage has occurred, to reduce or eliminate such damage.

10.5. The indemnity requirements set out in this Clause 10 shall survive the termination of this Partner Terms and Conditions for whatever cause.

11. CONFIDENTIALITY

11.1. This Partner Terms and Conditions and its contents shall be considered confidential by both Parties. Parties shall not and shall procure that no member of their respective organisations shall make any announcement with respect to the transaction contemplated by or performed pursuant to this Partner Terms and Conditions, without the prior written approval of the other Party.

11.2. By virtue of this Partner Terms and Conditions, the Parties may have access to information that is confidential to one another ("Confidential Information"). Confidential Information shall mean any information of a non-public, confidential or proprietary nature, whether of commercial, financial or technical nature, SEOshop-, Partner- or product-related or otherwise, including information relating to the Program(s), Documentation and Source Material; all know-how, techniques, ideas, principles and concepts which underlie any element of the Programs, Documentation or Source Material and which may be apparent by use, testing or examination of them; the terms and the fees payable under this Partner Terms and Conditions and all information clearly identified as confidential.

11.3. The Partner undertakes that it shall:

11.3.1. during and after the execution of the Partner Terms and Conditions not disclose or pass any Confidential Information to any third party;

11.3.2. not use any Confidential Information for any purpose other than described in this Partner Terms and Conditions and shall keep all Confidential Information secure, making it available only to those employees of the Partner who require access to it for the purposes described in this Partner Terms and Conditions and who have agreed to be bound by confidentiality obligations no less onerous than those set out herein.

11.4. The Clause 11.3 shall not apply to Confidential Information which the Receiving Party can show by reasonable proof to the Disclosing Party:

11.4.1. is now or hereafter becomes publicly available through no fault of the Receiving Party

11.4.2. was in the possession of the receiving Party prior to the receipt of the Confidential Information under this Partner Terms and Conditions and was not acquired by such Receiving Party from a third party under an obligation of confidence to the Disclosing Party; or

11.4.3. has been developed by the receiving Party as a result of activities carried out independently of the Project and without access to or knowledge of Confidential Information made available hereunder; or

11.4.4. was obtained without restriction on disclosure from a third party who is lawfully in possession of such information and free to disclose it and not subject to a contractual or a fiduciary relationship with the Receiving Party with respect to such Confidential Information

11.4.5. is required by applicable law or regulation to disclose such information; provided, however, that the occurrence of the above Clauses 11.4.1 through 11.4.4 shall not be construed as granting any rights, express or implied, under any copyrights.

11.5. If and when the Partner fails to comply with provisions of this Clause 11 it will forfeit an immediately due and payable penalty of €2,500 for each separate infringement, without prejudice to the right to claim compensation of damages occurred.

12. ASSIGNMENT OF RIGHTS

12.1. SEOshop is entitled to sell, transfer, assign, pledge or otherwise dispose of all or any part of its respective Licensed rights and Knowhow and/or obligations under this Partner Terms and Conditions.

12.2. SEOshop undertakes to make this Partner Terms and Conditions binding upon its legal successor in the situation of any sale, transfer, pledge or other dispose as stipulated in Clause 13.1.

13. TERM AND TERMINATION

13.1. Notwithstanding the provisions of Clause 3, this Partner Terms and Conditions may be terminated:

13.1.1. forthwith upon written notice to the other party in the event of the other party being in material breach of or in material default of this Partner Terms and Conditions and such material breach or material default not being remedied within ten (10) days after receipt of a written notice from the other party specifying the nature of the breach or default; or

13.1.2. forthwith upon written notice to the other party in the event the other party should become insolvent or make an assignment for the benefit of its creditors or file for or be placed in bankruptcy or a receiver is appointed of all or any part of the property of the other party takes any other action which indicates insolvency on its part (or any equivalent event in any other jurisdiction); or

13.1.3. upon thirty (30) days written notice by SEOshop to the Partner, in the event that the Partner does not comply with the requirements set out in The Partner Agreement or this Partner Terms and Conditions.

13.2. upon ninety (90) days written notice by SEOshop to the Partner in the event the Partner merges with another company and/or in the event of a change of control in the company of the Partner, unless the change of control is with the prior written consent of SEOshop, such consent not to be unreasonably withheld.

13.3. The termination of this Partner Terms and Conditions shall be without any prejudice to any rights which have already accrued to either of the Parties under this Partner Terms and Conditions.

14. CONSEQUENCES OF TERMINATION

14.1. On termination or expiration of this Partner Terms and Conditions:

14.1.1. all outstanding sums (re)payable by the Partner to SEOshop shall immediately become due and payable;

14.1.2. all outstanding sums (re)payable by SEOshop to The Partner shall immediately become due and payable;

14.1.3. all rights and license with regard to the exploitation of the Licensed Product in the Territory shall cease;

14.1.4. all of the Partner’s Apps/Themes being sold on the SEOshop platform shall be removed from the SEOshop platform and cease being sold on the SEOshop platform.

14.1.5. all of the Partner’s Apps/Themes that have been sold shall remain functional and operational.

14.1.6. the Partner shall fully cooperate with the takeover by SEOshop of any and all contracts – within the meaning of Section 6:159 Dutch Civil Code (“BW”) – that the Partner has entered into with any third parties in relation to this Partner Terms and Conditions and the commercialisation of Licensed Products.

14.1.7. the Partner shall return within one week of termination all and any data, Knowhow or other materials, which expressly include, but not limited to, the materials and data as described in Clause 4, that it acquired from SEOshop in relation to this Partner Terms and Conditions or otherwise.

14.1.8. the Partner shall delete all copies of data, Knowhow or other materials, within two weeks from all hardware accessible by the Partner.

14.1.9. the Partner is allowed to finish outstanding projects within a two (2) month time limit.

14.2. The obligations set out in Clause 14.1.1.- 14.1.9. will be subject to a penalty of €10.000,= for each breach of the obligation and/or €1.000,= for each day the breach continues.

14.3. SEOshop shall not be held responsible or liable for any damages of any nature or any other form of compensation or whatsoever, whether directly or indirectly, arising from the termination of the Partner Terms and Conditions.

15. INFORMATION AND CONSULTATION

15.1. The Partner shall keep SEOshop informed of its work and activities in the context of the performance of this Partner Terms and Conditions as well as all matters associated with or in relation to the Partner Terms and Conditions, and shall provide SEOshop promptly with any details or information reasonably requested by SEOshop.

15.2. Consultations between the Parties hereto will be held regularly. Those consultations shall relate to all subjects and matters that the parties to this Partner Terms and Conditions deem to be conducive or necessary within the scope of the performance of this Partner Terms and Conditions.

16. NOTICES

16.1. Any notice by a party shall be deemed to have been sufficiently given to the other party if sent by registered airmail, return receipt requested, or by facsimile and confirmed in writing by letter sent by registered mail to the address as set out below and shall be deemed to have been received five business days after the date of despatch.

SEOshop

Keizersgracht 313, 1016 EE Amsterdam, The Netherlands or partners@seoshop.com

17. RELATIONSHIPS OF THE PARTIES

17.1. Nothing herein contained shall be construed to constitute the parties hereto as partners or as joint ventures or to construe either party as the Agent for the other. Neither party shall represent itself as the Agent or legal representative of the other for any purpose or whatsoever and shall have no right to create or assume any obligation of any kind, express or implied, for or on behalf of such other in any way or whatsoever.

18. NON SOLICIT CLAUSE

18.1. During the term of this Partner Terms and Conditions and for one year after any termination of this Partner Terms and Conditions, the Partner, will not, without prior written consent of SEOshop, either directly or indirectly, on the Partner’s own behalf or in the service or in the behalf of others, solicit or attempt to solicit, divert or hire any person employed by SEOshop. In case an employee of SEOshop contacts the Partner for a job enquiry the Partner is required to inform the Company directly.

19. MISCELLANEOUS

19.1. Whole agreement - The terms and conditions contained in this Partner Terms and Conditions, and the accompanying Enclosures constitute the entire agreement among Parties and supersede all previous agreements and understandings, whether oral or in writing, among the Parties with respect to the subject matter hereof.

19.2. Modifications - All modifications and amendments to this Partner Terms and Conditions must be made in writing. Supplementary or conflicting stipulations are only valid if they have been accepted in writing by both Parties.

19.3. Severance - In the event that particular provisions or requirements of this Partner Terms and Conditions are in violation of Dutch law or mandatory rules of the law of the country in which SEOshop is domiciled, the validity of other provisions or requirements shall not be affected thereby and shall be enforced and remain in full force and effect. In the place of the null or invalid provisions a suitable regulation shall apply which approximates as closely as possible with the intention of the Parties and the economic result aimed for by them in a legally effective way.

19.4. Representation - Each person whose signature appears hereon warrants and guarantees that he has been duly authorized or has full authority to execute this Partner Terms and Conditions on behalf of himself or the entity on whose behalf this Partner Terms and Conditions is executed.

20. SEGMENTATION OF PARTNERS

20.1. All Partners start as a bronze Partner for a trial period of three (3) months, after which will be evaluated if the minimal requirements, set out in this Partner Terms and Conditions, are met.

20.2. SEOshop assesses the performance over the previous quarter, and provides the Partner notice of the segment in which the Partner will be residing for the coming quarter, whilst also taking into account feedback from the users of the SEOshop e-commerce platform.

20.3. The Partners are entitled to certain benefits and/or commission based in their activity and segment, whereby they can act solely as reseller, app builder, theme designer or any combination of these three main functions, as stated hereafter.

20.4. SEOshop will provide the Partner with a monthly kick-back fee, which will be due each week after the start of the next month. SEOshop is bound to a best effort in debt-collection, however, the kick-back fee only applies to sales where the clients have fulfilled their financial obligation to SEOshop.

20.5. SEOshop media outings on the SEOshop blog, social media and/or SEOshop newsletter are subject to the discretion of SEOshop regarding content and frequency.

20.6. SEOshop retains the right to postpone a media outing by one quarter in order to manage the frequency and type of information provided.

SCHEDULE I – SERVICE LEVEL

Hosting

I.1. The Partner shall undertake to organise a back-up provision in relation to any and all data provided by the Partner to SEOshop. The Partner shall, in the situation of loss of information on the part of SEOshop, provide SEOshop for no consideration, with a copy of the data that was lost.

I.2. SEOshop shall not guarantee the uninterrupted availability of the bandwidth agreed between the parties, where applicable. SEOshop shall also not guarantee that the Partner will have uninterrupted and unlimited access to Licensed Product at all times. The availability of the Licensed Product is approximately 99,5% of each year. SEOshop shall make every effort to maximise the availability of the Licensed Product.

I.3. SEOshop shall at all times be entitled to close down access to the Licensed Product in part or in full in the situation of force majeure or any other circumstances beyond the control of SEOshop that makes that SEOshop is unable to perform its obligations under this Partner Terms and Conditions, without this giving rise to any right to compensation.

Domain name registration

I.4. If the Partner Terms and Conditions stipulates that SEOshop shall provide the Partner with services in relation to a domain name, including the application for, renewal, sale or transfer of a domain name to a third party, the rules and procedures of the relevant authority or authorities must be observed. Upon request, SEOshop shall provide the Partner with a written copy of these conditions.

I.5. Unless agreed otherwise, SEOshop will not become a party in the agreement relating to the registration of domain name. The services provided by SEOshop in relation to the registration process do not affect that the registration agreement is between the Partner and the registration agency.

I.6. SEOshop expressly does not accept any responsibility for the accuracy or timeliness of the services or the realisation of the results envisaged by the Partner.

I.7. All costs associated with the application and/or registration process shall be payable by the Partner according to the agreed rates. If no rates have been agreed, SEOshop’s standard rates shall apply.

I.8. SEOshop shall not guarantee that the domain name desired by the Partner shall be assigned to the Partner.

I.9. SEOshop shall not be responsible for the content and composition of the domain name or the use of the domain name. The Partner shall guarantee SEOshop that it is entitled to use the domain name and that such use is not unlawful vis-à-vis one or more third parties. The Partner shall indemnify SEOshop against any claims by third parties in relation to the domain name, even if the Partner’s domain name was not registered by SEOshop.

I.10. The Partner Terms and Conditions shall include the provision of e-mail addresses to the Partner.

Maintenance

I.11. In order to safeguard that the Licensed Product functions properly, SEOshop regularly performs maintenance to the Licensed Product and the aspects and services related to providing online services.

I.12. The maintenance obligation shall include the fixing of errors in the Licensed Product and - only where agreed in writing between the Parties - the provision of new versions of the Licensed Product.

I.13. Parties can agree that the service provided by SEOshop shall also include the provision of support to the Partner. SEOshop shall issue advice by telephone or e-mail on the use and operation of the Licensed Product. SEOshop shall deal with properly substantiated requests for support within a reasonable period of time and in accordance with its standard procedures. SEOshop shall not guarantee the accuracy, completeness or timeliness of responses or support provided. Except where agreed otherwise in writing, support shall only be provided on working days during the SEOshop’s standard business hours.

I.14. Parties can agree that the service provided by SEOshop shall also include the provision of so-called 'standby services'. SEOshop shall ensure that one or more members of staff are available during the days and times specified in Clause I.13. The Partner shall be entitled to request urgent support from SEOshop in the event of a serious failure in the operation of the Licensed Product. SEOshop shall not guarantee that all failures will be corrected in a timely manner should this situation arise.

I.15. The maintenance and any other agreed services shall be carried out with effect from the day on which the Commencement Date.

I.16. SEOshop shall make every effort to ensure that the services are provided with due care and in accordance with the arrangements and procedures agreed in writing with the Partner where applicable. SEOshop shall provide all services on the basis of a best efforts obligation, unless and in so far as SEOshop has explicitly undertaken in the written agreement to achieve a specific result and the result in question is sufficiently determined.

I.17. SEOshop shall not suspend the service for longer than necessary and shall arrange for this to take place outside of office hours where possible and, according to the circumstances, shall notify the Partner in advance.

I.18. SEOshop guarantees that the Licensed Product provided to the Partner, shall be in conformity with what can reasonably be expected.

I.19. The Partner shall keep a detailed report of any errors identified in the Licensed Product. Following receipt of the report, SEOshop shall make every effort to fix the errors and/or make Improvements to future new versions of the Licensed Product in accordance with its standard procedures. The results shall be made available to the Partner in a manner and at a time to be determined by SEOshop, depending on the degree of urgency. SEOshop shall be entitled to install temporary solutions, program bypasses or problem-avoiding restrictions in the Licensed Product. SEOshop shall not guarantee that the Licensed Product will operate with no interruptions, errors or defects or that all errors and defects will be fixed.

I.20. If SEOshop carries out the maintenance work online, the Partner shall for its part ensure that the proper infrastructure and telecommunication facilities are in place in a timely manner. SEOshop shall be entitled to suspend or limit the maintenance work if the Partner's infrastructure and telecommunication facilities do not meet the requirements imposed by SEOshop.

I.21. The Partner shall lend any cooperation required by SEOshop for the purpose of the maintenance work, including the temporary suspension of use of the Licensed Product by the Partner if SEOshop deems this to be necessary. If the Partner fails to lend the cooperation requested, SEOshop may suspend or limit the maintenance work. If SEOshop is providing services on the basis of information to be provided by the Partner, this information shall be prepared in accordance with the conditions to be imposed by SEOshop and provided at the risk and expense of the Partner. The Partner shall at all times guarantee that all materials, information, Licensed Product, procedures and instructions that it makes available to SEOshop for the purpose of providing the services is accurate and complete and that all data carriers issued to SEOshop meet SEOshop's specifications.

I.22. The maintenance work by SEOshop shall not affect the Partner’s responsibility to manage the Licensed Product, which includes monitoring settings, the use of the Licensed Product and the manner in which the results obtained through the use of the Licensed Product are used.

I.23. The maintenance work shall include the provision of new versions of the Licensed Product. The provision of the Improvements to the Licensed Product shall take place at SEOshop’s discretion.

I.24. Once three months have passed since the date on which SEOshop provided the Licensed Product or an Improvement to the Licensed Product, SEOshop shall no longer be obliged to fix any errors in the previous version or to provide support and/or carry out maintenance work in relation to the previous version.

I.25. SEOshop shall not be obliged to maintain, change or add certain features or functionalities of the Licensed Product specifically for the Partner.

I.26. The maintenance of the Licensed Product shall not include the fixing of errors, defects or shortcomings arising from or related to:

I.26.1. usage errors or the improper use of the Licensed Product, including errors that occur during the data input process or in the data itself

I.26.2. changes to the Licensed Product other than those carried out by or on behalf of SEOshop

I.26.3. use of the Licensed Product contrary to the applicable conditions or contrary to the instructions in the user documentation

I.26.4. changes to or errors, defects or shortcomings in the hardware or Licensed Product that is not included within the scope of the maintenance work to be carried out by SEOshop

I.26.5. failure by the Partner to have maintenance work carried out on the Licensed Product in a timely manner

I.26.6. the use of an older version of the Licensed Product that is no longer maintained by SEOshop

I.26.7. the recovery of scrambled or lost data

I.26.8. other causes that are not attributable to SEOshop.

I.27. If SEOshop carries out maintenance work or other work in connection with the provisions of Clause III.26., SEOshop shall be entitled to invoice the costs of this maintenance work or other work in accordance with its standard rates. This shall not affect the other fees payable by the Partner in respect of maintenance work.

Liability

I.28. SEOshop does not accept any liability whatsoever for any damages occurred as a result of interruptions, limited accessibility of the Licensed Product or any other material or immaterial damage, unless the damage is a result of gross negligence or wilful misconduct on behalf of SEOshop.

SCHEDULE II – REGISTRATION, COMMUNICATION, PRIVACY, AND DATA

Process of registration

II.1. The Partner will provide SEOshop will all necessary information (“Registration Particulars”) in order to complete the registration. After the required information is provided by the Partner and accepted by SEOshop, SEOshop will issue to the Partner a username and password (“Access Right”).

II.2. The Partner shall keep the Registration Particulars updated. Any changes to the Registration Particulars shall forthwith be communicated by the Partner to SEOshop, through the online back office of SEOshop.

II.3. The Partner undertakes to keep the Access Right strictly confidential. In the situation that the Access Rights are made available to any third party, or there is a risk that the Access Rights will be made available to any third party due to loss of the Access Rights or otherwise, the Partner will forthwith inform SEOshop about such event.

II.4. The Access Rights will at all times remain the property of SEOshop.

Communication

II.5. SEOshop shall provide to the Partner commercial information which the Partner may use for customisation, distribution and sale of the Licensed Product.

II.6. The commercial information will be made available by SEOshop to the Partner through the personal SEOshop-account of the partner either in a downloadable form for no consideration or by giving Partner the opportunity to order such material online.

II.7. SEOshop does not warrant that the commercial materials are sufficiently available at all times.

II.8. The Partner shall not use any commercial information that is not been made available by SEOshop, nor shall the Partner use commercial information provided by SEOshop for any purpose other than use for customisation, distribution and sale of the Licensed Product.

II.9. The Partner shall not, without the prior written consent of SEOshop, use any of the trademarks, trade names or any other indication of origin that relates to SEOshop, in advertisements or other online and offline commercial publications relating to the Licensed Product.

II.10. The Partner is entitled to customise the commercial information in order to make the commercial information in line with the specific branding of the online shop provided by the Partner.

II.11. The Partner undertakes that:

II.11.1. it shall, in any and all of its publications, provide clarity about the fact that the publication is originating from the Partner; and

II.11.2. any and all of its publications are correct and current; and

II.11.3. any and all of its publications comply with all laws and/or regulation applicable for such products in the Territory.

II.12 SEOshop reserves the right to unilaterally modify these General Terms and Conditions if SEOshop has valid grounds therefore which are justified by standards of reasonableness and fairness. SEOshop will give the Partner notice of any modification of the terms on the SEOshop website.

Privacy and data

II.13. Parties agree that, with regard to the processing of personal data, SEOshop is the ‘processor’ within the meaning of the Personal Data Protection Act.

II.14. SEOshop shall guarantee that all of the requirements in respect of the lawful processing of personal data input by the Partner in, or in relation to, the Licensed Product to be made and kept available to the Partner within the context of the Licensed Product, and the software used by SEOshop within the context of Licensed Product, are met.

II.15. Full responsibility for the data processed through the use of the services by the Partner shall rest with the Partner. The Partner is responsible for the correct notification of data resources used, and permissions are correctly selected in the Partner Account if asked (for App Builders). The services provided by the Partner to SEOshop merchants may not use any more data than strictly necessary for the functioning of the service. The Partner shall guarantee SEOshop that the data is not illegally used (e.g., selling consumer behavior) and does not infringe the rights of third parties (e.g., privacy issues). SEOshop has the authority to check, without giving notice, the Partner’s services on any incorrect usage or data leakage. In case SEOshop finds any unnecessary data usage or leak to third parties, it will have the authority to take the services down and pursue legal measures. The Partner shall indemnify SEOshop against claims by thirds parties, of whatever nature, in relation to the processing of this data or the execution of the Partner Terms and Conditions.