TERMS OF PARTNERSHIP

1. Purpose of the Partnership Terms:

1.1 These Terms of Partnership (hereinafter referred to as the "Terms") set out the terms of cooperation and payment between OLD LT UAB, which manages the Aromatic •89• brand (hereinafter referred to as the "Manufacturer") and a person who wishes to recommend the Manufacturer's products to other persons (hereinafter referred to as the "Partner"), when the person recommends the Manufacturer's products to other potential customers, and is paid a reward (hereinafter referred to as the "Bonus") for this. 

2. Subject matter of the Partnership Terms: 

2.1 The object of these Terms and Conditions is the recommendation of the Manufacturer's products (home fragrances, industrial perfumes, hanging air fresheners, candles, hand soaps, massage oils, bath bubbles, body care products, etc.; hereinafter referred to as the "Goods") to other natural persons and the payment/receipt of the remuneration set out in these Terms and Conditions for the fact that such customers purchase the Manufacturer's Goods or themselves become Partners.

2.2 These Terms and Conditions constitute a document of long term cooperation and are the basis for the payment of sums due to the Affiliate following the purchase of the Goods by the customers recommended by the Affiliate, or the Affiliate's becoming an Affiliate.  

2.3 Although the Partner is a natural person, the Partner's actions (recommending the Manufacturer's Goods, being active) do not constitute a consumer relationship and the Partner is not considered to be a consumer, as the Partner is acting for commercial purposes.

2.4 Any person who contacts the Manufacturer and is provided with a Code or a unique login code on the Manufacturer's database (the Manufacturer's website; hereinafter referred to as the "Website") may become a Partner. The Partner is identified in this way and the Partner's Bonus is calculated on the basis of the customers who have used the Partner's discount code (hereinafter referred to as the "Code") or have logged in via its unique link (login code) and have purchased and paid for the Manufacturer's Products.

2.5 This activity is not intended to create a commercial agency, joint venture, partnership or employment relationship between the Affiliate and the Manufacturer and these Terms shall not be construed as creating such a relationship. The Affiliate shall not act, sign on behalf of the Manufacturer or in any way create any obligation on the Manufacturer or speak or otherwise act on behalf of the Manufacturer or represent that the Manufacturer is in any way responsible or liable for any actions or obligations of the Affiliate. 

2.6 Nothing in these Terms shall be construed as conferring on the Partner any right to sell (resell) the Goods or prohibiting the Manufacturer from entering into similar agreements directly with third parties in any territory, or the Manufacturer from advertising, selling and/or distributing the Goods.  

3. Bonus and payment arrangements. Discount Code:

3.1 The Affiliate shall be paid a Bonus for recommending the Goods for purchase by the person to whom the Affiliate has recommended the Goods or such person becomes an Affiliate himself. For each order of Goods manufactured and/or distributed by the Manufacturer and placed on the Manufacturer's Website, after the Partner's referral has used the Code exclusively provided to the Partner or has logged in via the unique login code provided to the Partner, the Partner shall be paid the amount of a percentage of the value of the Goods ordered, paid for, and delivered, exclusive of VAT, in the amount set out in clause 3.2 of the Conditions. The Partner may use the accrued amount of the Bonus to purchase and pay for the Goods himself (for personal use) or by paying the money into the bank account specified by him.

3.2 The amount of the Bonus payable to the Partner shall be calculated as follows: 

3.2.1. if the purchaser of the Goods recommended by the Partner does not use the Code (when accessing the Manufacturer's Website using only the unique login code provided to the Partner) - 24% of the value of the Goods as specified in Clause 3.1 of the Terms and Conditions;

3.2.2. if the buyer of the Goods recommended by the Partner uses the Code provided to the Partner - 15% of the value of the Goods specified in Clause 3.1 of the Terms;

3.2.3. 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

3.3 The Bonus shall accrue and be paid to the Partner monthly, for the value of the Goods ordered, paid for and delivered by his recommended customers, as well as other customers brought by him who have become Partners, or within any other time period requested by the Partner, within 5 (five) days of the invoice being generated on behalf of the Partner.

3.4 The Manufacturer shall make payments by wire transfer to the Partner's bank account specified when registering on the Website. Payment shall be deemed to have been made when the money is debited from the Manufacturer's bank account. If the Partner uses the accrued amount to pay for the Goods, a set-off of equal counterclaims shall apply (e.g. by issuing a virtual voucher to the Partner to purchase Goods). If the amount of the Bonus accrued by the Partner and to be paid out does not exceed €100, a fee of €5 is charged for the bank transfer transaction (deducted from the amount of the Bonus). Bonus payout transactions of €100 and above are performed free of charge.

3.5 The amount of the Bonus is inclusive of all taxes payable and no additional amounts are payable by the Manufacturer to the Affiliate.  

3.6 Any debts owed by the Partner to the Manufacturer may be deducted from the Bonus payable to the Partner. 

3.7 If the Purchaser of the Goods returns the Goods purchased to the Manufacturer, the Manufacturer shall be entitled to deduct (reduce) the Partner's share of the Bonus that was allocated for the returned Goods. If the Premium has already been paid to the Partner, the Manufacturer may deduct such amount from the future or accrued but not yet paid Premium due to the Partner.  

3.8 The Affiliate may pass on the Code provided to it to its recommended customers. The Code may only be used and transferred in connection with the purchase of Goods for personal use (not for resale). The Affiliate undertakes to pass on this information to potential purchasers of the Goods.

3.9 The Code assigned to the Partner is valid for the entire duration of the cooperation. The number of times the Code may be transmitted to potential customers is unlimited.

3.10. The data (Code or unique login code) entered on the Website by the Buyer of the Goods and its Manufacturer shall be attributed to the Partner whose Code or unique login code was entered first. All purchases of Goods made by such Partner's recommended buyer, new Partner sign-ups and their turnovers will count towards the Partner's Bonus (even if the same buyer subsequently enters another Partner's Code, he/she will still be considered a recommended customer of the first Partner).   

4. Rights and obligations of the Parties:

4.1 The Affiliate shall:

4.1.01. to recommend the Manufacturer's Goods to end users or encourage them to become Partners only in an ethical and permissible manner consistent with the law;

4.1.02. inform potential purchasers of the Goods of the possibilities of purchasing the Goods, the registration procedure on the Manufacturer's Website, the procedure for obtaining the Goods, the system of discounts granted by the Manufacturer, the sales promotions periodically organised by the Manufacturer, the ways of attracting other potential purchasers, informing them of the Manufacturer's policy on the distribution of the Goods etc..;

4.1.03. to provide information to Buyers on the range of Goods, the characteristics of the Goods for their use, and to allow them to test samples of the Goods;

4.1.04. to provide potential buyers with the Code assigned to the Partner (but it is prohibited to advertise it publicly) or a unique login code;

4.1.05. to communicate with potential buyers in a businesslike, polite, correct, helpful and respectful manner, to observe the requirements of common language, to write in the correct (Lithuanian or foreign) language when addressing in writing, and to be guided by the highest standards of honesty and responsibility;

4.1.06. fulfil all obligations to potential clients in a timely and proper manner; 

4.1.07. provide only accurate, clear, non-deceptive information about the Goods, as agreed with the Manufacturer;

4.1.08. bear all costs associated with the recommendation of the Goods (e.g. production of business cards, promotional/information material, samples of the Goods, telephone, car, fuel, etc.). The Partner shall only use the templates for business cards, information leaflets received from the Manufacturer, as well as information about the Manufacturer's Goods available on the website or by any other means provided by the Manufacturer;

4.1.09. not to sell directly to end-users the Goods held. This obligation shall survive termination/expiration;  

4.1.10. keep a record of its purchases of the Manufacturer's Goods and purchases made by its recommended buyers in order to reconcile its calculation of the Partner's Bonus with that of the Manufacturer. If the Partner does not keep such records, the data provided by the Manufacturer and the calculation of the Premium based thereon shall be deemed correct. The Partner shall invoice accordingly. The Partner can also view the shopping statistics of his/her recommended customers in his/her personal account on the Manufacturer's Website;

4.1.11. take out a business license or a certificate of individual activity and pay all taxes due on the income received, except to the extent otherwise required by law. All liability in connection therewith shall be borne by the Affiliate. The Partner undertakes to provide the business license or self-employment certificate number to the Manufacturer. The Partner also undertakes to inform the Manufacturer of the fact that the business licence or individual activity certificate has been revoked/not renewed without delay and at the latest within one (1) working day; 

4.1.12. provide the Manufacturer with an invoice complying with the requirements of the law as a basis for payment of the Bonus due to the Partner;

4.1.13. strictly comply with all legal requirements (including unsolicited advertising, privacy and other consumer protection legislation), these Terms and Conditions and the instructions of the Manufacturer when recommending or promoting the Goods;

4.1.14. process and be responsible for the processing of personal data (if any) received in accordance with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC and other legislation;

4.1.15. protect the Manufacturer's confidential information, including the procedure for calculating the Bonus, instructions given for sales promotion, recommendation of Goods, etc.;

4.1.16. cooperate and collaborate in good faith in the conduct of their business.

4.2 The Affiliate shall have the right to:

4.2.01. for the sole purpose of carrying out the Business (to the extent necessary), use the Manufacturer's trademark and name indicating that it belongs to the Manufacturer; 

4.2.02. advertise and transmit its unique login code; 

4.2.03. recommend the Manufacturer's Goods to end users (non-business customers) in Lithuania and abroad; 

4.2.04. recommend other persons to engage in brokerage activities and thereby receive a Bonus from the Manufacturer. In doing so, the Partner must make sure that the person to whom such activity is recommended is of legal age. 

4.3 The Producer undertakes:

4.3.01. to provide the Code or unique login code to the Affiliate no later than 1 (one) Business Day after contacting the Manufacturer. The Code shall be placed in the Partner's personal account on the Manufacturer's Website;

4.3.02. prepare descriptions of the Goods and other materials necessary for the recommendation of the Goods and provide (make available) them to the Partner;

4.3.03. pay out the Bonuses due to the Partner in accordance with the procedure set out in the Terms;

4.3.04. at its own expense, conduct trainings, events, otherwise educate the Partner about the Goods, their sales methods, etc; 

4.4. The Manufacturer shall be entitled to:

4.4.01. revoke the Code or unique login code granted to the Partner, terminate the Partnership Agreement with the Partner if the Partner fails to comply with the requirements set out therein;

4.4.02. revoke the Code granted to the Partner if it is not used in accordance with the rules set out in these Terms (e.g., is made public, is used for the purpose of resale of the Goods, etc.);  

4.4.03. reject an order for Goods placed by a potential buyer. In the event of rejection of an order that has already been paid for, the Manufacturer undertakes to refund the money to the Buyer; 

4.4.04. to continue to supply the Goods to customers recommended by the Partner after the end of this Agreement.

5.  Liability of the Parties:

5.1 Each Party shall duly perform its obligations in accordance with these Conditions.   

5.2 The Partner shall be responsible for:

5.2.01. and indemnify the purchasers of the Goods (potential purchasers) and/or the Manufacturer against any potential damages, if the Partner has failed to perform or has improperly performed its obligations under these Conditions or has failed to comply with the instructions of any other Manufacturer;

5.2.02. and shall be liable for the use of the Brand and/or name of the Manufacturer in accordance with the provisions of these Terms and Conditions and the requirements of law. The trademarks, service marks, logos used in the Business (whether registered or unregistered) are the property of the Manufacturer unless otherwise stated;

5.2.03. and shall indemnify and keep indemnified the Producer against all damages for disclosure of the Producer's confidential information;

5.2.04. for the performance of its activities and their compliance with legal requirements, including but not limited to: correct calculation, declaration and payment of personal income, value added and other taxes, submission of mandatory reports, obtaining permits/licenses, protection of personal data processed, performance of promotional activities, etc., and payment of fines imposed, etc. 

5.3 The Manufacturer shall not be liable for any errors, acts or omissions of the Affiliate or any third parties engaged by the Affiliate, incorrectly provided information, the choice of advertising content, or the publication of information on the Affiliate's personal channels. The Manufacturer shall also not be liable for any direct, indirect, incidental, punitive, special or consequential damages arising out of or in connection with the Affiliate's activities, nor shall the Manufacturer be liable for any damages for loss of profits, loss of or interruption of business, loss of use, loss of data, other intangible assets, loss of security of information (including, without limitation, loss of security resulting from the use or receipt of third party applications or content), unauthorised interception of such information by third parties. Producer shall not be liable for any unauthorized access to or alteration of Partner's publications, transmitted materials or data, whether sent or received or not sent or received. Producer shall not be liable for any threatening, defamatory, abusive, obscene or unlawful content or conduct of any other party, or for any infringement of intellectual property, privacy or other rights by third parties. 

5.4 The Affiliate will defend, indemnify and hold harmless the Manufacturer from and against any and all allegations, claims, actions, demands, causes of action and other causes of action arising out of or relating to these Terms as a result of the Affiliate's actions. The Affiliate will agree to indemnify the Manufacturer on demand against any damages, losses, judgments, costs, charges, fines or other expenses incurred by it (including court costs and legal fees) in connection with any such claims.

5.5 In the event of termination of the co-operation due to the fault of the Partner, the Partner shall not be entitled to claim damages from the Manufacturer, including loss of profit, other than actual damages caused to it as a result of such termination. Such damages shall be documented and shall not exceed the amount of the Bonuses paid hereunder.

5.6 If the Producer is in default in making payment to the Partner in accordance with the procedure and within the time limits set out in these Terms and Conditions, the Producer undertakes to pay to the Partner, on written demand by the Partner, interest at the rate of 0.02% (two one-hundredths of one per cent) per day of each day's delay in payment on the amount of the delayed payment.

6.  Entry into force, expiry, modification and termination of the Terms:

6.1 These Terms and Conditions shall be effective from the moment of their publication on the Website. They shall become effective in respect of a particular Partner upon signature by the Partner in accordance with the procedures set out on the Website.  

6.2 Either party shall have the right, upon 30 (thirty) days' notice to the other party, to terminate the cooperation for any reason.  

6.3 The Manufacturer may, if it considers that the Affiliate has breached or failed to comply with these Terms, the law or any other instructions of the Manufacturer, suspend, restrict, terminate or cancel the Affiliate's Unique Access Code and/or the Code. In such event, the right to continue to recommend the Manufacturer's Products, receive a discount or transfer the Code will be immediately withdrawn without the Partner's express consent. In such event, the username and/or password used or provided by the Affiliate and any related information may also be disabled or deleted. Manufacturer shall not be liable to Partner or any third party for any suspension, limitation or termination of access, Code, information or file.

6.4 In the event of termination or expiration of the Partnership, the provisions of these Terms relating to liability between the Parties shall survive termination of the Partnership, as well as all other provisions of these Terms that are expressly stated to survive termination.

6.5 Amendments to the Terms and Conditions shall be made at the initiative and decision of the Manufacturer, provided that the Partner shall have the right to terminate the activity if it disagrees with the amendments, by written notice to the Manufacturer. In this case, the Partner shall still be paid the Bonus for the previously found buyers of the Goods. The Premium shall cease to be payable when the Affiliate ceases to renew its business license or its certificate of sole proprietorship is revoked, the Affiliate fails to provide information on the renewal of its business license or the Affiliate signs in writing to cease payment of the Premium. The new amended version of the Terms and Conditions shall apply from the date of publication on the Manufacturer's Website.

6.6 If any provision of the Terms and Conditions is contrary to law or becomes partially or wholly invalid for any reason, it shall not invalidate the remaining provisions of the Terms and Conditions. In such a case, the Manufacturer shall replace the invalid provision with a legally effective provision which, as far as possible, has the same legal and economic effect as the replaced provision.

7. Force Majeure:

7.1 Each Party shall be excused from performance of its obligations (suspension of performance) and from liability therefor if it is able to prove that its failure to perform is due to force majeure. The Parties agree, inter alia, that force majeure shall also include epidemics, resulting pandemics, lawful and unlawful acts of public authorities, internationally imposed sanctions (e.g., embargoes), general disturbances, riots, default by the counterparties (but only if one of the counterparties fails to perform an obligation as a result of a Force Majeure event), economic crises and other circumstances of similar nature. The Party experiencing a Force Majeure Event must inform the other Party in writing without undue delay and provide documentary evidence that such an event has occurred. If the force majeure continues for more than two (2) months, either Party shall have the right to terminate this cooperation upon written notice.

8. Dispute Resolution:

8.1 Any dispute, controversy or claim arising out of or in connection with the Terms and Conditions or the breach, termination or invalidity thereof shall be settled by negotiation between the Parties.

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

8.3 The law of the Republic of Lithuania shall apply to the enforcement and interpretation of these Terms and Conditions.

9. Final Provisions:

9.1 These Terms and Conditions and the Annexes hereto contain the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersede any prior protocols, agreements, contracts or other documents entered into by the Parties with respect to the subject matter hereof to the extent that the latter are different from these Terms and Conditions.

9.2 Failure by a Party to exercise its rights under the Terms shall not constitute a waiver of those rights, and partial exercise of those rights shall not preclude the continued exercise of those rights.