PARTNERSHIP TERMS

1. Purpose of the Partnership Terms:

1.1. These Partnership Terms (hereinafter – the Terms) define the procedure of cooperation and compensation (payment of a reward; hereinafter – the Bonus) between UAB “OLD LT”, the owner of the Aromatic •89• brand (hereinafter – the Manufacturer), and a natural person seeking to recommend the Manufacturer’s products to other potential clients (hereinafter – the Partner).

2. Scope of Application of the Terms:

2.1. These Terms regulate the relationship between the Manufacturer and the Partner when the Partner recommends the Manufacturer’s produced or distributed products (home fragrances, industrial scent diffusers, car fragrances, air fresheners, candles, essential oils, massage oils, beauty products, body care items, perfumes, household cleaning products, food supplements, clothing, etc.; hereinafter – the Products) to other natural persons (hereinafter – buyers, clients), and outlines the procedure for paying the Bonus for cases where such clients purchase and pay for the Products or themselves become Partners.

2.2. The Partner’s activity (recommending the Manufacturer’s Products, or other active efforts to promote Product purchases) is not considered a consumer legal relationship, and the Partner is not considered a consumer, as they are acting for commercial purposes.

2.3. Any natural person who meets the conditions established by the Manufacturer may become a Partner by registering on the Manufacturer’s website www.aromatic89.com (hereinafter – the Website), entering the required personal information, becoming familiar with these Terms and expressing agreement to comply with them. A unique login code is then created for the individual on the Manufacturer’s Website. The Manufacturer reserves the right not to register a person as a Partner.

2.4. The Partner provides their referred clients with the unique login code or the phone number entered during registration on the Website as a Partner. The Partner may share this information with an unlimited number of potential clients. Based on this, the Partner is identified and the Bonus is calculated for them according to these Terms for clients who log in using these details, purchase and pay for Products, or themselves become Partners.

2.5. When a Product buyer enters data on the Website (a unique login code or the Partner’s phone number), they are assigned to the Partner whose data was entered first. Even if the same buyer later enters the data of another Partner, they will still be considered a client referred by the first Partner.

2.6. Both the Partner and the clients they refer may use the acquired Products for personal use only (not for resale). The Partner undertakes to convey this information (regarding the intended use of the Products) to their referred clients.

2.7. This activity does not aim to establish a commercial representation, joint activity, franchise, or employment relationship between the Partner and the Manufacturer, and these Terms cannot and should not be interpreted as creating such relationships. The Partner does not have the right to act on behalf of, sign on behalf of, or otherwise bind the Manufacturer, nor to claim or imply that the Manufacturer is in any way responsible for the Partner’s actions or commitments. In other words, the Partner has no authority to represent the Manufacturer, make commitments, or declare that they represent the Manufacturer.

2.8. No provision of these Terms shall be interpreted as granting the Partner any rights to sell (resell) the Products or as prohibiting the Manufacturer from entering into similar agreements directly with third parties in any territory. Likewise, nothing restricts the Manufacturer from recommending, advertising, selling, and/or distributing the Products directly.

3. Bonus and Settlement Procedure:

3.1. The Partner is paid a Bonus for recommending Products when a client purchases and pays for them after logging in via the unique login code assigned to the Partner or by entering their phone number on the Website (as provided by the Partner when filling out the partnership form on the Website). If a client recommended by the Partner purchases and pays for the Products but does not become a Partner themselves, the Partner receives a one-time Bonus equal to 15% of the value (including VAT) of the ordered, paid, and delivered Products. If the recommended client both purchases Products and becomes a Partner, the Bonus is paid to the recommending Partner for each of that person’s future Product purchases.

3.2. The Partner may use the accumulated Bonus amount for their own purchases on the Website or request that the Bonus be transferred to their designated bank account.

3.3. The Bonus is accumulated and paid to the Partner once per calendar month on a day of their choosing. The Partner may request the full accumulated Bonus or any smaller amount of their choice.

3.4. The Bonus is paid by bank transfer to the Partner’s bank account provided during registration on the Website (cash payments are not available). The payment is considered completed when the funds are debited from the Manufacturer’s bank account. If the accumulated Bonus amount to be paid is less than €100, a €5 bank transfer fee is charged (deducted from the Bonus amount). Bonus payments of €100 or more are not subject to additional charges. If the Partner uses the accumulated amount to pay for Products, a mutual offset of homogeneous claims is applied.

3.5. The Bonus amount includes all applicable taxes, and no additional payments will be made by the Manufacturer to the Partner.

3.6. Any overdue debts of the Partner to the Manufacturer may be deducted from the Bonus amount payable to the Partner.

3.7. If the buyer returns the purchased Products to the Manufacturer, the Manufacturer has the right to reduce the calculated Bonus amount for the Partner proportionally to the value of the returned Products. If the Bonus has already been paid, the Manufacturer may deduct the respective amount from any future or already accrued but unpaid Bonus or request the Partner to refund the overpaid amount to the Manufacturer's designated bank account.

3.8. The Partner shall also be paid an additional Bonus in the event that the Goods are purchased by other recommended purchasers of the Partner's recommended purchasers (who also become Partners), in accordance with the procedure for payment of the Bonus as published on the Website, available in the marketing plan at the link: Marketing plan.

4. Rights and Obligations of the Parties:

4.1. The Partner undertakes to:

4.1.1. To recommend the Manufacturer's Products to buyers or encourage them to become Partners only in ethical and permissible ways, in accordance with legal regulations;

4.1.2. To inform Product buyers about purchasing opportunities, registration procedures on the Website, product delivery procedures, the Manufacturer's discount system, periodic sales promotions organized by the Manufacturer, other methods of attracting potential buyers, and to provide information about the Manufacturer’s product distribution policies, etc.;

4.1.3. To provide buyers with information about the Product range and usage features, and allow them to try product samples;

4.1.4. To provide only accurate, clear, truthful, and Manufacturer-approved information about the Products (e.g., the information published on the Website or otherwise provided by the Manufacturer);

4.1.5. When recommending or advertising the Products, to strictly comply with all legal requirements (including those concerning unsolicited advertising messages, privacy, and other consumer rights protections), these Terms, and the Manufacturer’s instructions. Therefore, the Partner is strictly prohibited from sending advertising content—spam—via email, messaging apps, or social networks to potential buyers, or from leaving any promotional materials about the Products in the mailboxes of individuals or legal entities;

4.1.6. To cover all expenses related to the recommendation of Products independently (e.g., business card production, promotional/informational materials, product samples, phone, car, fuel, etc.). The Partner may use only the templates of business cards, brochures, and other materials provided by the Manufacturer;

4.1.7. Not to publicly disclose (e.g., on social media platforms) the unique login code provided, nor to advertise it using paid advertising tools;

4.1.8. To communicate with potential buyers in a professional, polite, respectful, and courteous manner, using standard language norms. In written communication—use grammatically correct (Lithuanian or foreign) language, and adhere to the highest standards of honesty and responsibility;

4.1.9. To fulfill all commitments made to clients in a timely and proper manner;

4.1.10. To keep records of their own and their referred buyers' purchases of Products, in order to reconcile the amount of the Bonus calculated by the Manufacturer. If the Partner does not maintain such records, the data presented on the Website by the Manufacturer and the calculated Bonus based on that data shall be deemed correct. The Partner then issues an invoice accordingly. The Partner can also view their referred clients’ purchase statistics in their personal account on the Manufacturer’s Website;

4.1.11. To obtain a business license or individual activity certificate and pay all applicable taxes on income received, unless otherwise specified by law. The Partner is fully responsible for this. The Partner agrees to provide the Manufacturer with the business license or individual activity certificate number. The Partner also undertakes to immediately inform the Manufacturer, no later than within one (1) business day, if such a license or certificate is canceled or not renewed;

4.1.12. To provide the Manufacturer with an invoice that complies with legal requirements as a basis for paying the Partner their Bonus;

4.1.13. Not to create social media accounts or websites using the Manufacturer’s intellectual property (e.g., trademark, name, domain, etc.), or otherwise use the Manufacturer’s intellectual property without separate written permission or consent;

4.1.14. Not to sell the Manufacturer's Products in any physical locations or online (social media platforms, classifieds portals);

4.1.15. To process and be responsible for any received personal data (if such data is obtained) in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons regarding the processing of personal data and the free movement of such data, and repealing Directive 95/46/EC, as well as other applicable legal provisions;

4.1.16. To keep confidential the Manufacturer’s confidential information and intellectual property, including the Bonus calculation method, sales promotion instructions, product recommendation guidelines, etc.;

4.1.17. To act cooperatively and in good faith during the course of business activities.

4.2. The Partner has the right to:

4.2.1. To use the Manufacturer's trademark and name exclusively for the purpose of conducting activities (to the extent necessary), indicating that they belong to the Manufacturer;

4.2.2. To share their unique login code with Product buyers;

4.2.3. To recommend that other individuals become Partners and thus receive a Bonus from the Manufacturer. When performing such actions, the Partner must ensure that the person being recommended for such activity is of legal age.

4.3. The Manufacturer undertakes to:

4.3.1. To make a decision regarding the granting of Partner status no later than within 1 (one) business day from the date the registration form is completed on the Website and to provide the Partner with a unique login code;

4.3.2. To prepare Product descriptions and other materials necessary for recommending the Products and to deliver (make them accessible) to the Partner;

4.3.3. To pay the Partner the applicable Bonus in accordance with the procedure established in the Terms;

4.3.4. At its own expense, to conduct training, events, and otherwise educate about the Products, their sales methods, and similar topics.

4.4. The Manufacturer has the right to:

4.4.1. To cancel the unique login code granted to the Partner and terminate the partnership agreement if the Partner fails to comply with the requirements set out in these Terms or legal regulations, or with the Manufacturer’s instructions;

4.4.2. To cancel the unique login code granted to the Partner if it is used in violation of the rules specified in these Terms (e.g., publicly disclosed, used for the purpose of reselling Products, etc.);

4.4.3. To reject a Product order submitted by a buyer. If a paid order is rejected, the Manufacturer undertakes to refund the payment to the buyer;

4.4.4. To supply Products to clients referred by the Partner even after this Agreement has ended.

5. Liability of the Parties:

5.1. Each Party must properly fulfill its obligations in accordance with these Terms and the requirements of applicable legislation.

5.2. The Partner assumes responsibility for:

5.2.1. and shall compensate any potential damage caused to Product buyers and/or the Manufacturer if they fail to fulfill or improperly fulfill the obligations set out in these Terms or fail to comply with the Manufacturer’s instructions;

5.2.2. and is responsible for the use of the Manufacturer’s trademark, name, domain, and other intellectual property in accordance with the provisions of these Terms and applicable legal requirements. All trademarks and service marks (registered or unregistered), logos, slogans, and other intellectual property used in the activity are the property of the Manufacturer, unless otherwise stated;

5.2.3. and shall compensate for all losses resulting from the disclosure of the Manufacturer’s confidential information;

5.2.4. for conducting their activities in compliance with applicable legislation, including but not limited to: correct calculation, declaration, and payment of personal income tax, value-added tax, and other taxes; submission of required reports; obtaining necessary permits/licenses; protection of personal data processed; conduct of advertising activities; payment of any imposed fines, etc.

5.3. The Manufacturer shall not be liable for any errors, actions or omissions, incorrect information, or chosen advertising content by the Partner or any third parties engaged by the Partner, or for any information published through the Partner's personal channels. The Manufacturer is also not liable for any direct, indirect, incidental, punitive, special, or consequential damages arising from or related to the Partner's activities, nor for any damages related to lost profits, lost or disrupted business, loss of use, lost data, other lost intangible assets, or loss of information security (including, but not limited to, breaches caused by the use of third-party applications or content), or for the unlawful interception of such information by third parties. The Manufacturer is not responsible for any unauthorized access to the Partner's posts, transmitted materials, or data—whether sent, received, or not sent/received—nor for any modifications thereof. The Manufacturer is not responsible for any threatening, defamatory, offensive, obscene, or illegal content or conduct by another party, or for any violations of intellectual property, privacy, or other rights carried out by third parties.

5.4. The Partner shall defend, indemnify, and hold harmless the Manufacturer from any claims, lawsuits, actions, demands, causes of action, or other complaints arising from or related to these Terms due to the actions of the Partner. The Partner agrees to compensate, upon the Manufacturer's request, for any damage, taxes, fines, penalties, or other expenses incurred by the Manufacturer (including legal and court costs) resulting from such claims.

5.5. If cooperation is terminated due to the Partner’s fault, the Partner shall compensate the Manufacturer for any losses incurred. If the cooperation ends due to the Manufacturer’s fault, the Partner may claim compensation for direct damages. Any damage must be supported by relevant documentation, and in all cases, the Manufacturer’s liability for compensation shall not exceed the total amount of Bonuses paid to the Partner under these Terms.

5.6. If the Manufacturer is late in settling payments with the Partner according to the procedure and terms set out in these Terms, the Manufacturer undertakes, upon written request by the Partner, to pay a late fee of 0.02% (two-hundredths of a percent) per day for each delayed day, calculated from the overdue amount.

6. Entry into Force, Termination, Amendment, and Cancellation Procedure of the Terms:

6.1. These Terms are effective from the moment they are published on the Website. For a specific Partner, they become effective once the Partner signs (confirms) them in the manner provided on the Website.

6.2. Either party has the right to terminate the partnership for any reason by notifying the other party 14 (fourteen) days in advance.

6.3. The Manufacturer may, if it considers that the Partner has violated or failed to comply with these Terms, legal regulations, or other Manufacturer's instructions, suspend, restrict, terminate, or revoke the Partner’s unique login code (e.g., in cases of violation of clauses 4.1.1, 4.1.5, 4.1.7, or 4.1.13 of the Terms). In such a case, the unique login code may be immediately deactivated without the Partner’s separate consent. The Partner’s username and/or password and all related information may also be disabled or deleted. The Manufacturer shall not be liable to the Partner or any third party for any damage related to the restriction or termination of access.

6.4. Upon termination or expiration of the partnership, the provisions of these Terms related to the liability between the Parties, as well as any other provisions that are expressly stated to survive the termination of cooperation, shall remain in force.

6.5. Amendments to the Terms are made at the initiative and decision of the Manufacturer, provided that if the Partner does not agree with the amendments, they shall have the right to terminate their activity by sending a written notice to the Manufacturer. In such a case, the Partner will still be paid the Bonus for buyers of Products referred prior to the termination. The Bonus will no longer be paid if the Partner fails to renew their business license or individual activity certificate, does not provide updated information, fails to issue a payment document, or submits a written request to stop the payment of the Bonus.

6.6. A new revised version of the Terms applies to all Partners from the date of publication on the Manufacturer’s Website, as it replaces the previous version.

6.7. If any provision of these Terms contradicts the law or becomes partially or entirely invalid for any reason, it shall not affect the validity of the remaining provisions. In such a case, the Manufacturer shall replace the invalid provision with a legally effective clause that, to the extent possible, achieves the same legal and economic outcome as the replaced provision.

7. Force Majeure:

7.1. Each party shall be released from the performance of its obligations (performance is suspended) and from liability for non-performance if it can prove that such non-performance is due to force majeure circumstances as defined in the Civil Code of the Republic of Lithuania and in Resolution No. 840 of the Government of the Republic of Lithuania dated July 15, 1996. The parties agree that force majeure shall also include epidemics, declared pandemics, lawful or unlawful actions of state authorities, internationally imposed sanctions by other states (e.g., embargoes), civil unrest, riots, non-performance by counterparties (only if such non-performance is due to force majeure), economic crises, and other similar circumstances. The party affected by force majeure must promptly notify the other party in writing without unreasonable delay and provide supporting documentation confirming the occurrence of such circumstances. If the force majeure situation continues for more than three (3) months, either party shall have the right to terminate this cooperation by providing written notice.

8. Dispute Resolution:

8.1. Any disputes, disagreements, or claims arising out of or related to these Terms, their breach, termination, or invalidity shall be resolved through negotiations between the parties.

8.2. If the parties are unable to resolve the disputes, disagreements, or claims through negotiations, they shall be settled in the courts of the Republic of Lithuania, unless otherwise mandatorily provided by the laws of other countries.

8.3. The laws of the Republic of Lithuania shall apply to the performance and interpretation of these Terms.

9. Final Provisions:

9.1. These Terms and their annexes constitute the entire agreement and mutual understanding between the parties regarding the subject matter of the Terms and supersede all prior protocols, agreements, contracts, conditions, or other documents concluded between the parties concerning the same subject matter to the extent that they differ from these Terms.

9.2. A party’s failure to exercise any rights set forth in the Terms shall not be deemed a waiver of those rights, and partial exercise of such rights shall not prevent further exercise of the same rights.