AFFILIATION AGREEMENT

Table of Contents

Macrigi Ltd, located at address: 1 College Yard 56, Winchester Avenue, London, NW6 7UA, with company register: 09787379, VAT number: 244359401, as owner and administration of the portal www.macrigi.com , stipulates this contract to mandate a web affiliate to market products / services Made in Italy, with the purpose of promoting, commercializing the products / services and/or selling packages for the adhesion of producers / sellers Made in Italy (Producers Page) in the continuation of the document, defined: Principal. The Affiliate accepts the contract described below in all of its parts after reading and accepting, by clicking accept button (here) in the continuation of the document defined: Affiliate.
The parties hereby agree as follows:

1. OBJECT OF THE CONTRACT

1.1. Object of the agreement is the legal relationship of the parties, deriving from the transfer to the Agency of the right to produce by its own name and on its own account commercial and legal actions concerning the sale of the products present in the portal (www.macrigi.com ), to the single or in large quantities of the principal called: “Product/ Services”.
1.2. The sale and distribution of the principal’s product by the affiliate, shall be carried out as follows:
1.3. During the affiliation process on www.macrigi.com , new affiliates must be aware of the website’s T&C and Privacy, as well as of the affiliation agreement. Otherwise, the registration process shall not be permitted. possibile continuare con l’operazione.
1.4. When registering, affiliates shall fill a registration form, which shall include personal data and clauses with respect to Macrigi’s portal’s access credentials.
1.5. Once registered, affiliates shall be asked to take part to a short survey. The latter is extremely confidential: data retrieved shall not be shared with third parties but shall be used by the company to selectively improve and offer more optimal services.
1.6. Following, the affiliate shall receive an email confirmation, at the address provided during the initial registration process.
1.7. The average confirmation time is of two working days. If not confirmed, it is advisable to regularly check the Spam Folder.
1.8. Confirmations and affiliates’ acceptance is managed internally by Macrigi LTD. Thus, the confirmation of a specific affiliate is determined by the company, only. In case the acceptance of the request did not match the company’s expectations, the latter shall not be insured.
1.9. Once confirmed, the affiliates shall access their private area, in which they shall complete their profile. Moreover, it is in this area, that they shall find useful tools and material, for the advertisement of the portal. For example, they shall find a link, thanks to which potential prospect clients shall access Macrigi’s website. In case the purchasing was to be positive, the affiliate shall receive a commission of approximately 4% of the total taxable income – excluding taxes and costs.
1.10. Besides this first link, the affiliate shall also be provided with advertising banners, which shall be used to improve the conversion rate of Macrigi’s portal’s clients. It is possible that every banner may be accompanied by respective links. Although being very similar to the link explained in clause 1.9, such links are more focused on the improvement of users’ experiences, So, if available, links should appear and accompany Macrigi’s banners.
1.11. Besides offering some useful tools, a further objective of this digital private area, is to display performance-related data, as well as potential gains.
1.12. Affiliates shall use to the best of their capacities their ability in managing the provided tools, as well as their pitching methods and negotiation skills – thereby benefitting all involved parties. It is fundamental that professionality and decorum are maintained, and it is highly forbidden to discredit the company’s image throughout the whole mandate.

2. RIGHTS AND DUTIES OF THE PARTIES

2.1. The supplier under this agreement has the obligation to:
2.1.1. Responsibly fulfill its obligations under this agreement, together to the other contracts, protocols and agreements stipulated between the parties.
2.1.2. Provide the product or services to the exclusive affiliate, under the conditions set forth herein agreement, as well as other contracts, protocols and agreements concluded between the parties.
2.1.3. Establish a cooperation protocol, on the offer of products / services.
  • 2.1.3.1 The affiliate will sell the product / s or services to the final customer, through the portal www.macrigi.com or by written request (in special cases), to be agreed with the supplier. The sale of the product (s) will be recognized to the affiliate.
  • 2.1.3.2 The payment of the purchased products/ services is placed by the customer, directly to the company through the portal Macrigi.com , through the payment systems provided (Paypal, Gocadless, bank transfer) – which are certified and secure.
2.1.4. The affiliate will collect 4% of the taxable products’ sale, (see https://www.macrigi.com/shop ), and of the packages’ sale, referring to the adhesion of Made in Italy producers / sellers. The latter, only once the payment of the final customer will have been placed and would have been successful (see the following clauses on affiliates’ payment).
2.1.5. Inform and update the affiliate about potential changes of the products or services www.macrigi.com.
2.1.6. The affiliate will issue an invoice to Macrigi Ltd. The supplier (the same company, Macrigi Ltd) will proceed with the payment, within the following 30 days. This shall be possible, via bank transfer and by using the details provided by the affiliate. The invoice must be directly sent to the supplier, by certified mail.
2.1.7. Upon affiliate’s request, it will be necessary to provide it with the technical information of the product. It is important to supply the product with a packaging, that complies with the regulations of the affiliate’s country.
2.1.8. The “supplier’s” intervention in the affiliate’s business’ activities shall not be permitted, unless the latter does not oppose to the contractual relationship between the parties.
2.2. The supplier under this agreement has the right to:
2.2.1. To require commercial authorizations from the affiliate, in the terms provided for in this contract.
2.2.2. To require advertising for the promotion of the products/ services from the affiliate, necessary to guarantee a good level of sales volumes of the same.
2.2.3. Within the 10th of each month, the supplier and the exclusive affiliate should exchange information with respect to products’ or services’ availability, especially in case these were not to be present on the supplier’s portal.
2.2.4. In case the affiliate violated the obligations arising from this agreement, or any other obligation before the supplier of the other agreements, protocols and contracts, the supplier has the right to unilaterally refuse the fulfillment of the conditions of this contract. In this case, the agreement shall be considered terminated upon receipt by the affiliate of a written communication from the supplier.
2.2.5. The supplier has responsibility to take all measures in its power, for the delivery of products / services in the intended territory, relying on third-party shippers. (Profitable collaboration with certified and reliable couriers).
2.2.6. The parties agree to include the addresses of the supplier and the affiliate, on the label in the language of the affiliate.
2.3 The affiliate of the agreement will be obliged to:
2.3.1. Perform all obligations arising from the agreement and other obligations before the supplier of the other contracts, protocols and agreements related to the implementation of the obligations under this Agreement.
2.3.2. Produce sales, advertisements and market actions, using Macrigi ltd’s official material, as well as and its portal, at “www.macrigi.com “. This, by providing the technical descriptions explained above.
2.3.3. Advertise the products/ services for their quality.
2.3.4. Inform the supplier of the presence and expansion of its sales network, formed under this agreement.
2.4. The affiliate of the agreement has the right to demand from the client compliance with the terms of this agreement.

3. DETERMINATION OF SALES PRICES

3.1. The price is already pre-set by the portal. All prices of the various products and services are already updated and reported on the site www.macrigi.com
3.2. In case the supplier decided to change products’ prices, these will be immediately updated and visible on the company’s portal www.macrigi.com

4. RESOLUTION OF DISPUTES AND LIABILITY OF THE PARTIES

4.1. After the acceptance of this agreement, all previous negotiations, correspondences, agreements, contracts, intent and other protocols, as well as oral agreements between the parties on the issues, which are in some way related to this agreement, lose their relevance.
4.2. Relations between the parties not regulated by this agreement, shall be governed by the current United Kingdom law.
4.3. Disputes and disagreements, which may arise between the parties in connection with the execution of the terms of this agreement, will be resolved through negotiation and with the arbitration of United Kingdom’s Chamber of Commerce.
4.4. In case that a peace agreement was not to be reached through negotiations, the dispute shall be settled by United Kingdom’s court.
4.5. The parties are not responsible for the obligations of each party to third parties.

5. FORCE MAJEURE

5.1. Force majeure is defined by the provision of the English Court.

6. SPECIAL CONDITIONS

6.1. This agreement is in Italian and in English, in two copies – one for each of the parties –, each of which has the same legal value, and becomes effective from the moment of acceptance.
6.2. Agreements transmitted electronically, shall be considered valid and applicable only after acceptance. Both parties are allowed to print and keep a copy of the agreement, and will be legally recognized.
6.3. The validity of this agreement is one year from both parties’ signature’s time.
  • 6.3.1. The supplier has the right to annually verify the performance of contractual obligations and in the event of failure to comply, at the end of 180 days (equal to 6 months) from control time, to exit unilaterally from the contract, without having obligation to give notice to the other party.
6.4. In the event that there is no reason for disagreement between the parties, this agreement shall be automatically extended.
6.5. In the event that, according to separate agreements, the affiliate and the supplier were not to have fulfilled the obligations towards the other party, the agreement shall be automatically extended, until the moment of fulfillment of the obligations arising from other agreements.
6.6. All modifications and additions to this agreement are valid on the condition of acceptance of authorized representatives of the parties.
  • 6.6.1. The affiliate assumes the responsibility of extensively promoting the products and services of the company’s website, as well as Macrigi Ltd’s professional image. (The mandate for the affiliate shall be issued by territory or sector, both with retail and wholesale price).
  • 6.6.2. The “supplier” agrees to provide the necessary technical documentation and information, which does not represent a trade secret.
6.7. The parties are fully responsible for the correctness of what is stated in the agreements, contracts and protocols. Moreover, they undertake to communicate with each other within three days.
6.8. The transport activities are established by the Supplier who will choose the shipper and the most suitable and convenient insurance solutions for their producers / sellers who are on the Macrigi.com portal.
6.9. All disputes arising from the interpretation and execution of this agreement will be entrusted exclusively to an arbitration procedure, to be activated by the most diligent party, based in the place where the party who deems their own rights This contract is subject to United Kingdom legislation.

7. CONCLUSION AND EFFECTIVENESS OF THE CONTRACT

7.1. The acceptance contract ends with the acceptance expressed by pressing the “accept” button sent via email or on the portal (https://www.macrigi.com/affiliates/ ), always after viewing our terms and conditions
7.2. Alternatively, the aforementioned information (Site conditions, privacy, sales conditions, payment conditions, right of withdrawal) may be verbally given by the Supplier to the Affiliate.

8. PROTECTION OF CONFIDENTIALITY AND PROCESSING OF AFFILIATE DATA

8.1. The Supplier protects the privacy of its customers and ensures that the processing of data complies with the provisions of the privacy legislation pursuant to Legislative Decree EU 2016/679.
8.2. Personal and fiscal data acquired directly and / or through third parties by the supplier Macrigi LTD, owner of the treatment, are collected and processed in hard copy, computerized, electronic, in relation to the processing methods with the purpose of registering the order and activating the procedures for the execution of the present contract and the related necessary communications, in addition to the fulfillment of any legal obligations, as well as to allow an effective management of business relationships to the extent necessary to best perform the requested service.
8.3. The Supplier undertakes to treat data and information transmitted by the affiliate with confidentiality and not to disclose them to unauthorized persons, or to use them for purposes other than those for which they were collected or to transmit them to third parties. Such data may be presented only upon request by the judicial authority or by other authorities authorized by law.
8.4. Personal data will be communicated, after signing a commitment of confidentiality of the data, only to persons delegated to perform the activities necessary for the execution of the contract and communicated exclusively for that purpose.
8.5. The affiliate enjoys the rights referred to in d.lgd. EU 2016/679, namely the right to obtain:
  • a) updating, rectification or, when interested, integration of data;
  • b) the cancellation, transformation into anonymous form or blocking of data processed unlawfully, including data whose retention is unnecessary for the purposes for which the data were collected or subsequently processed;
  • c) the attestation that the operations referred to in letters a) and b) have been brought to the attention, also as regards their content, of those to whom the data have been communicated or disseminated, except in the case where this fulfillment is it proves impossible or involves a use of means manifestly disproportionate to the protected right. The interested party also has the right to object, in whole or in part;
  • d) for legitimate reasons, to the processing of personal data concerning him / her, even though they are relevant to the purpose of the collection;
  • e) to the processing of personal data concerning him for the purpose of sending advertising or direct sales material or for carrying out market research or commercial communication.
8.6. The communication of personal data by the affiliate is a necessary condition for the correct and timely execution of this contract. Failing that, the application of the affiliate itself cannot be carried out.
8.7. In any case, the acquired data will be kept for a period of time no longer than the necessary for the purposes for which, they were collected or subsequently processed. However, their removal shall be safe.
8.8. The holder of the collection and processing of personal data is the Supplier, to whom the affiliate may direct any request to the company headquarters.
8.9. Anything sent to the supplier’s e-mail address (including electronic) (requests, suggestions, ideas, information, materials, etc.) will not be considered confidential information or data; however, it should not violate the rights of others, and should contain valid information. It should be detrimental to the rights of others and truthful, especially in case the supplier was not to be held responsible for the content of the messages themselves.

9. METHOD OF ARCHIVING THE CONTRACT

9.1. The Supplier informs the affiliate that every order sent is kept in digital / paper form on the server / at the Supplier’s premises according to criteria of confidentiality and security.

10. COMMUNICATIONS AND COMPLAINTS

10.1. Written communications to the Supplier and any complaints shall be considered valid, only where sent to the following address: 1 College Yard 56 Winchester AvenueLondon NW6 7UA, or sent by e-mail to the following address [email protected]. The affiliate should indicate in the registration form its residence or domicile, telephone number or e-mail address, at which it wishes to receive communications from the supplier.

11. SETTLEMENT OF DISPUTES

11.1. All disputes arising from this contract shall be devolved to a conciliation attempt at the competent court of London UK, and shall be resolved according to the regulation adopted by the same.

12. TRANSFERABILITY

12.1. This contract cannot be transferred except with the express, prior written consent of the part transferred. The assignment without the observance of what is prescribed in this point will remain ineffective for all the parties.

13. APPLICABLE LAW AND POSTPONEMENT

13.1. This contract is governed by the law of the United Kingdom (UK).

14. FINAL CLAUSE

14.1. This contract repeals and replaces any agreement, understanding, negotiation, written or oral, previously intervened between the parties and concerning the subject of this contract.

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