COLLABORATIVE PARTNERSHIP AGREEMENT

With the acceptance of the following terms and conditions, the “Second Partner”, agrees to them and they are binding him under a collaborative partnership agreement, which has the force of a civil contract and is in force from the time of the registration.

BETWEEN

“FIRST PARTNER” qua “World VIP Club”

AND

The Registered Business Partner at www.world-vipclub.com, hereinafter referred to as “SECOND PARTNER” qua “Merchant”,

hereinafter in this contract referred to as “PARTNERS”, pursuant to the goodwill and successful achievement of the purpose of this Agreement, signed this Agreement, hereinafter referred to as the “AGREEMENT” under the following conditions:

  1. DEFINITIONS

 

1.1 In this Agreement the following terms shall have the following meanings unless the context otherwise requires.

1.2 Each “PARTNER” will carry out activities to meet the overall objective using its own name but on behalf of all partners. Partners comply with their own organizational, economic and legal independence.

1.3 This Agreement comes into force at the time of its signing and it is for a period of 1 (one) year or until the successful achievement of its purpose.

1.4The nature of the Agreement will be done under current legislation of the Republic of Bulgaria and the decisions made by the “PARTNERS”. (see the Annex)

 

  1. NATURE OF THE AGREEMENT

 

2.1 The “Second Partner” agrees to join the network structure of traders, built by the “Intercessor” to sell goods / services to the registered customers/users in the network structure constructed by World VIP Club, with a discount in size and method of implementation as set out below, as derived economic benefit from increased trade turnover.

2.2 The “First Partner” through the website www.world-vipclub.com, will build a network of customers/ users where he would recommend to the registered users the products / services offered by the “Second Partner” for which he (the “First Partner”) will receive monetary profit.

2.3 For the purposes of this Agreement, The “First Partner” will provide the “Second Partner” the exclusive intellectual property of World VIP Club – the information platform www.world-vipclub.com, to sell products and services to the registered users through publication of trade information containing text and / or graphic representation in a personal information profile (PIP) offered as a service of World VIP Club, located on the site www.world-vipclub.com

2.4 The trading information published on the PIP is provided by the “Second Partner” and only  the “Second Partner” is responsible for its accuracy according to the “Law on Copyright and Related Rights”, “Law on Industrial Design” , consumer rights protection, morality and freedoms of citizens, and according to the current Bulgarian legislation. (see the Annex)

2.5The “First Partner” determines the location of the PIP on the screen and place of storage among the other information on the site, according to general appearance and organization, without affecting the nature of the published information provided by the “Second Partner”.

2.6If the “First Partner” receives a signal that the information provided by the “Second Partner” probably affects or could affect the rights of others and / or interests in copyrights and intellectual property, trademarks and industrial design, consumer rights , the protection of competition, morality and freedoms of citizens, World VIP Club has the right (not the obligation to) prevent the publication of such information in a profile, to download the published information and to make the profile unavailable to the “Second Partner”, until  the last  provides an  evidence that the dispute between the parties on the alleged infringement has been resolved by a final decision of the competent authority.

2.7When signing the Agreement, the “First Partner” provides the “Second Partner” with the ability to use the products and services exclusive intellectual property of World VIP Club, but and maintaining a virtual office in the information platform www.world-vipclub.com, through which to register the purchases made by consumers in the network structure of World VIP Club, with the possibility of storing, processing and visualization of marketing information on the purchases and customer flow.

2.8 The “PARTNERS” agree that clients involved in the network structure of World VIP Club will purchase the goods offered by the “Second Partner” at the announced prices, without using the applicable discount at the moment of purchase.

2.9Clients registered in the network structure of users organized by World VIP Club and entitled to negotiated discounts, by identifying themselves as such with a personalized World VIP Club Member card or other personalized products, or by buying goods electronically – by typing the ID (unique identification number in the customer network World VIP Club).

2.10              The electronic system is the exclusive property of the “First Partner” and consists of the following components: a card or other personalized product, reader, etc., in which the reader can be installed in fiscal devices or POS systems in some or all of the offices of the “First Partner”.

2.11              All components of the electronic system are owned by the “First Partner”, but under certain conditions could be transferred to the “Second Partner”.

2.12              The specific conditions for the usage of the components of the electronic devices are provided in separate annexes with nature of a contract that are subject to the execution of this Agreement and shall be terminated by lapse.

 

  1.  DURATION OF THE AGREEMENT

 

 

3.1This Agreement is concluded for a period of one (1) year and shall enter into force from the time of the registration of the “Second Partner” at www.world-vipclub.com. The terms of the Agreement expire at 24:00 pm on the last day of the month, preceding the month of its entry into force, if by the first day of the last month has received a written statement of a party confirming termination.

3.2In the absence of explicit statement for the purpose of the preceding paragraph, the contract continues to act as indefinite and subsequently either party may terminate it unilaterally with one month’s notice.

3.3The contract shall be terminated:

– With expiry in timely submitted written statement by a party;

– Early, before the appointed time;

– By mutual agreement – a written agreement;

– When the fault of either party – with written notice by the party allowing the other side to remove the breach within 10 (ten) days of receipt of the notice;

– With one month’s notice when converted into open ended

 

  1. PROFITS OF THE AGREEMENT

 

4.1The “Second Partner” is required to create an organization, where the servants are obliged to register any particular payment by a particular user for a specific purchase, during the day in which it is made. Registration is via the supplied software virtual office website www.world-vipclub.com and / or GPRS terminal, and / or other hardware and / or software application. If a payment has not been registered, the amount of the determination by the sum (total agreed remuneration plus % discount) that the “Second Partner” shall transfer to the account of the “First Partner” is calculated based on the issued fiscal receipt of the “Second Partner” or equivalent document proving the value of the particular purchase. When there is a possibility for the “Second Partner” to establish registration of purchases through various software programs, within one month, the availability is for one software program only. The “Second Partner” chooses what type of software program could be used for the calendar month not later than the last day of the previous month, and for that purpose has to sign an annex to the Agreement. In case of change, the “Second Partner” declares the information platform of the “First Partner” as chosen and applies it by the first day of the calendar month.

 

4.2The amount of the fee which befits to the “First Partner” under this Agreement shall be determined and negotiated by the activities of World VIP Club; by building  a network structure of users on World VIP Club;  by World VIP Club’s recommendations for registered users of the products and services sold by the “Second Partner” and in the view of the proposed World VIP Club and joint  “Second Partner” services in connection with the availability of information space provided on the site www.world-vipclub.com, providing an opportunity for posting commercial information owned by the “Second Partner”.

 

4.3By 24.00 pm on the last day of each month, the “Second Partner” detects and calculates the total amount paid by all registered customers who made their purchases in all of his offices or bank accounts. Determined on the basis of total purchases, the total amount owed ​​by the “Second Partner” to the “First Partner” is calculated, which include trade discount due for return to customers and the remuneration payable to World VIP Club in under this Agreement. For the amount of remuneration, World VIP Club issues an electronic invoice and for the trade discount – e-book reference. Electronic invoice and accounting statement shall be deemed to have been made by the “Second Partner” as soon as they become available to the e-office of the “First Partner” via the website www.world-vipclub.com

 

4.4On the basis of data in the electronic invoice and the electronic reference for trade concessions, by the 7 (seventh) day of the month, the total amount payable for a discount on the value of all purchases from the previous month, and the remuneration payable to World VIP Club, is transferred from the “Second Partner” to the “First Partner”, acting on its own name and own account, as well as on behalf of the registered network structure clients via Pay Pal account: info@world-vipclub.com or bank account with IBAN: BG03TCZB93501410185800.

 

4.5With an additional annex to this Agreement, the “PARTNERS” agree on the total amount due (discount plus salary) and a specific % (percentage) of the monthly turnover of the users registered in the World VIP Club. ( see the Annex)

 

4.6The “PARTNERS” agree that the funds representing the amount due for the previous month of the trade discount are customers’ money with whom they have lent interest-free operation to the “Second Partner” until transferred the amount due.

 

4.7World VIP Club will pay the amount set as a trade discount to consumers from the general /total/ amount and will distribute it among registered customers or will return it according to the value of the individual purchases made by each of them, in the order specified in the General conditions of registration in the user structure of World VIP Club.

 

4.8The trade discounts given to customers may vary at different times of day, week, month or year; with different valuable increase for the turnover of the same customer for a specified period of time; with different values ​​for different products and / or groups of products, etc. If the used software allows the “Second Partner” to unilaterally increase the overall amount of para. 4.4, setting a higher percentage trade discount given on regular customers individualized through their ID in the user structure of World VIP Club. Such an increase is distributed and translated as “direct bonus” from the “First Partner” only to specific customers.

 

4.9The minimum value of the purchase, which shall be registered in accordance with paragraph 4.1 is 2 (two) Dollars ($). With an annex to this Agreement may be arranged another higher minimum.

 

4.10                  For the purpose of this Agreement, the number of registered customers, the accounting for each purchase and its value in real time, the total cost of the calendar month for purchases organized by the “First Partner” customers, the total amount due for the previous month of trade discount and electronic invoicing and accounting records, will be done through an electronic system and electronic office provided by the “Second Partner”.

 

  1. PARTNERS DUTIES

 

5.1The “PARTNERS” have the following rights and obligations:

5.2To participate in the activities of the Agreement;

5.3In case of a decision to make contributions within the time limits, type and size;

5.4To perform by mutual consensus the activities in the Agreement;

5.5To assist in achieving the goals and objectives of the Agreement;

5.6To provide each other with relevant information for the purposes of the Agreement;

5.7Pursuant to the goodwill and successful achievement of the purpose of this Agreement to perform with diligence the nature of the Agreement;

5.8To ask the other “PARTNERS” information about actions performed by them on account of the Agreement;

5.9Each “PARTNER” owes personal the corporate tax of its activities under the Agreement, for the revenue of the business of the Agreement;

5.10                  Each “PARTNER” must treat the other “PARTNER” with the highest degree of integrity and respect;

5.11                   If against any of the “PARTNER” has been initiated bankruptcy proceedings or any other legal proceedings and the “PARTNER” is ceased to exist for some reason or is unable to fulfill its contractual obligations, the other “PARTNER” will undertake the tasks that this “PARTNER” cannot perform.

 

  1. PARTNERS RIGHTS AND OBLIGATIONS

 

6.1 The “First Partner” has the following rights:

 

– At their discretion, with their own funds to repay customers if owed ​​them a discount for the previous month when the “Second Partner” has fallen into arrears and has not transferred the funds due on time. The “PARTNERS” agree that the amount paid by the “First Partner” is credited the activities of the “Second Partner” for a period of thirty (30 days) from the date of payment;

– Access to outlets and / or storages of the “Second Partner” for maintenance and / or replacement of installed devices and stickers for the trading community of World VIP Club;

 

6.2The “First Partner” shall:

 

– Keep the information obtained from the electronic office which he is entitled to keep only for the accounting purposes;

– Allocate, distribute and pay the customers their discounts for the previous month, within the 7 (seventh) day the funds which the “Second Partner” has been transferred;

 

6.3The “Second Partner” has the following rights:

 

– 24/7 access to the electronic office of the “First Partner” via username and password, which also enables the monitoring of each purchase, and at the end of the calendar month to detect the value of all purchases made by the customers registered by the “First Partner” as well as the total amount representing the discount which is due to this month;

– To perform any obligations under any of the provisions of this Agreement;

 

6.4The “Second Partner” shall:

 

– Ensure the timely planning of cash and pay the amounts due – to use the given access to the electronic office of the  “First Partner” at least once a week and compulsory at the end of the last working day of the month and in the first three working days of the start of the following month;

– The “Second Partner” shall provide all financial statements from previous years with similar activities, with references to the “First Partner”;

– Within the 7 (seventh) day of the current month to transfer to the account of the “First Partner”, the entire amount due for the previous month (discount plus salary);

– For the purchases of the calendar month from the customers of the “First Partner”, to give discount for purchases of goods / services as agreed;

– To organize and instruct the working staff, to work, protect and safeguard the entity, with diligence and attention;

– To keep the information obtained from the electronic office which he is entitled to keep only for the accounting purposes;

– In case of termination of the Agreement, to return the devices owned by the “First Partner” in good condition;

 

– To put in a prominent place a sticker whose purpose is to give reliable information to users regarding the network structure of merchants built from World VIP Club;

 

 

  1. RESTRICTIONS

 

7.1Each of the “PARTNERS” should not disclose confidential information to other without being given permission to; Sanctions apply (see the Annex)

 

 

  1. SANCTIONS

 

8.1Upon termination of the contract due to a fault, the guilty “PARTNER” is penalized in the amount of $1000 (one thousand dollars).

8.2A “PARTNER” who has terminated the Agreement without cause, owes the other “PARTNER”, a default penalty in the amount of $100 (one hundred dollars) for each month remaining until the expiration of the agreed term, including the month in which the early termination has occurred.

8.3For any failure that does not result in termination of the Agreement, the defaulting party owes a penalty for the failure amounting of $500 (five hundred dollars).

8.4In the case of failure of the monetary obligation, the guilty “PARTNER” is penalized for the delay in the amount equal to the amount of the monetary liability, but not less than $50 (fifty) Dollars. The penalty for late payment of a monetary obligation is due whenever payment has not been made ​​within five (5) working days after the expiration of the agreed term.

8.5In a case of prolonged monetary failure of the same debt where the defaulting party does not want to terminate the Agreement, the “PARTNER” is entitled to a written invitation request for an execution and payment of the penalty for non-compliance. The written invitation interrupts the failure and if present a new wrongful act / omission the “PARTNER” is obliged to comply with a new penalty. Upon failure of a monetary obligation for more than five (5) working days after the agreed period, a written formal notice is not required and the defaulting party has the right to a writ of execution for late payment and penalty is inevitable.

8.6In cases where the “First Partner” has credited the activities of the “Second Partner” due to delay and has paid the customers the trade discounts, the “Second Partner” shall return within 30 (thirty) days from the first payment the credited amount to the “First Partner”, together with the interest at a rate equal to the 10 / ten / percent of the credited amount. Upon default the penalty stated in para 8.4 comes into force.

8.7If for the same failure the guilty “PARTNER” is penalized with different sanctions, the defaulting party is entitled to one penalty of the choice of the other “PARTNER”. The demand for a default does not deprive the damaged “PARTNER” to claim full refund and compensation for the harm done to property damage.

8.8Each “PARTNER” has the right, in any manner and with all available legal proceedings to make public any act and / or omission of the other “PARTNER”, which affect its rights and interests. If by a judgment a “PARTNER” is found to be in breach of the Agreement or his/hers actions / inactions were not within the law, the harmed “PARTNER” is entitled to damages in the amount of $1,000 (one thousand) Dollars, to the detriment/defamation of its commercial name (trade image).

8.9Within (5) five days of the signing of this Agreement, the “Second Partner” shall transfer in advance as referred in para 4.4 to the “First Partner” the monetary sum of storage (provisionally called the “Deposit”) in the amount of: between $100 (one hundred) and $5000 (five thousand) Dollars, which will be used as a guarantee/warranty of the obligations of the “Second Partner”. If the amount is paid in advance, there is no interest. After the expiration of the Agreement, the advance shall be returned to the “Second Partner” unless it was offset against its accounts payable in the same Agreement.

8.10   If in the first reporting period the amount the “Second Partner” owes to the “First Partner” equals or exceeds the deposit, and the “Second Partner” cannot refund the amount within a 7 day period, the “First Partner” has the right to block the access of the “Second Partner” to the system, placed in the website www.world-vipclub.com, while not paid the amounts due. If this happens during and before the end of the second period, access will be blocked until payment of the debt is made for the first reporting period, respectively, to the third, etc. If during the first period or in one of the next, the amount of the debt is less than the amount of the deposit, the “Second Partner” will have access to the system, until the accumulated obligations reach and / or exceed the amount in the deposit.

8.11   If the “Second Partner” does not transfer within the period under para 8.9 the deposit to the account of the “First Partner” the Agreement shall be considered as terminated by the fault of the “Second Partner”. The payment of the deposit is mandatory and formal letter is not required.

 

  1. ARBITRATION

 

9.1For any dispute concerning the existence and validity of the signed Agreement, or regarding a breach, including disputes or disagreements concerning the validity, interpretation, termination, performance or non-performance, as well as to all matters not covered in this Agreement, and in order for the “PARTNERS” to avoid court proceedings, a mediation procedure is preferable to reach a consensus. If failing to comply with the procedure of mediation or on a “PARNTER’s” request the dispute shall be settled by the competent Bulgarian court. Pursuant to Art. 117, paragraph 2 of the Code of Civil Procedure of the Republic of Bulgaria, the “PARTNERS” expressly agree that disputes will be settled by the competent court in generic constant current address for individuals and the seat of the legal person who or which will be the plaintiff, if the address is in the Republic of Bulgaria. If the address of the claimant is not in the Republic of Bulgaria, the competent court will be determined by the general rules of the Code of Civil Procedure of the Republic of Bulgaria. (see the Annex)

 

  1. Notices

 

10.1 The contract may be modified or supplemented only with the express consent of both “PARTNERS” of the Agreement;

10.2  All correspondence between the “PARTNERS” under the Agreement must be in writing formal letters (electronic or hard copies). For writing are considered, fax, email or letter.

This Agreement was drawn up, agreed and send in two identical copies one for each of the “PARTNERS”.