1.1 A customer order is considered to have been mediated by the partner if
1.2 The partner undertakes to transfer all customer data to MODELL AACHEN exclusively via the partner portal.
2.1 MODELL AACHEN undertakes to pay the partner a commission of 30% of the net order turnover minus any discounts that MODELL AACHEN receives as a result of a partner service for providing the product “Q.wiki Now! Hosting” or “Q.wiki Enterprise Subscription” as well as optional booked applications in the first year of the contract. It is clarified that any sales achieved through support or consulting services are excluded from provocation. The amount actually paid by the customer is decisive.
2.2 During the contract period, contract extensions, such as the rebooking of users or additional applications from the same customer, which are carried out by MODELL AACHEN after the partner service, also trigger the same commission claim. However, the compensation claim does not apply for sales generated by MODELL AACHEN more than 12 months after termination of this contract.
2.3 Each year within the first calendar quarter for the previous calendar year, the partner receives a statement of the basis of the commission claim in accordance with Sections 2.1 and 2.2. Payment is made after proper invoicing by the partner.
3.1 The partner independently carries out sales and content support for potential customers. For this purpose, the partner is allowed to call himself a “partner” of MODELL AACHEN.
3.2 During the term of this contract, the partner may use MODELL AACHEN's registered trademarks in accordance with the terms of this contract and after further specification from MODELL AACHEN.
3.3 The partner undertakes to carry out the partner order with the care of an ordinary businessman. The partner must protect the interests of MODELL AACHEN in its public image. In particular, the partner undertakes not to make any changes to the word and image mark “Q.wiki”.
3.4 When making an offer, the partner undertakes to inform the customer that the partner-specific content comes from the partner and that MODELL AACHEN assumes no liability for the content or advice provided by the partner.
3.5 The partner is not entitled to represent MODELL AACHEN. He must refrain from anything that might suggest an authority to represent MODELL AACHEN. In particular, this agreement does not entitle the partner to license software to third parties.
4.1 MODELL AACHEN grants the partner a free, non-exclusive, non-transferable right of use to Q.wiki Now! for the following purposes:
The right of use is granted free of charge to up to 50 users. In addition, the respective general terms and conditions (AGB) for Q.wiki Now! In particular, any expenses incurred as a result of support inquiries will be billed in accordance with the terms and conditions. For clarification, it is stated that this license does not entitle you to use or use the programs for services for which third parties must pay MODELL AACHEN fees. Furthermore, it does not entitle the partner to provide services to its customers for a fee. In these cases, a separate license must be purchased from MODELL AACHEN.
4.2 MODELL AACHEN undertakes to immediately inform the partner of circumstances affecting the implementation of the partner activity. This applies in particular with regard to the abandonment or change of the product offering.
4.3 MODELL AACHEN undertakes to respect all of the partner's rights to its intellectual property and not to use it without the partner's consent.
5.1 The information (reports) provided by MODELL AACHEN in the partner portal on customer orders, in particular customer sales, are trade secrets of MODELL AACHEN within the meaning of §2 Trade Secrets Act. The partner undertakes to keep the information provided secret and not to make it available to any third party - neither internally nor externally. A breach of confidentiality obligations may give rise to claims for damages by MODELL AACHEN and result in criminal penalties.
5.2 The parties also agree to keep the information exchanged within the framework of this partnership (“Confidential Information”) confidential and not to forward or otherwise make it available to third parties who are not authorized persons without the prior written consent of the other party.
5.3 Each party must take appropriate technical and organizational security measures to protect the other party's confidential information and trade secrets from access by third parties.
5.4 The transfer of confidential information is otherwise not permitted without the consent of the contracting parties. The transfer of personal data without legal justification is always excluded.
5.5 The transfer of information to the extent required by law is excluded from this confidentiality obligation. Disclosure of information is also permitted if and insofar as this is necessary to assert rights under this contract or to fulfill legal obligations. If a party believes that it is legally required to transfer confidential information/including trade secrets of the other party) that is not its own confidential information to third parties, it will inform the other party in advance. If notification in advance is not possible, the notification will be made up immediately. A notification is only unnecessary to the extent that the notification itself would be unlawful.
5.6 Should notification to data subjects be required to provide access to personal data in accordance with Article 13 (3) or in accordance with Article 14 of the GDPR, the parties will determine a joint procedure in advance.
5.7 The duty of confidentiality continues for an indefinite period of time following the termination of the contractual relationship.
5.8 At the request of one party, the respective other party must immediately delete all confidential information (including trade secrets) of the other party and destroy records. Deletion and destruction must be reported to the requesting party. This does not apply if and as long as confidential information must continue to be stored due to legal deadlines. In this case, the party must indicate which information will continue to be kept for what reason and when it should be deleted. Deletion after the retention period has expired must also be reported.
6.1 The partner contract becomes effective when the partner agreement is signed.
6.2 The partner contract is concluded without a fixed term and can be terminated by both parties with a notice period of three months. The option of termination without notice for good cause remains unaffected. A notice of termination must be declared in writing.
6.3 In the event of termination:
7.1 Exclusivity is not granted to the partner.
7.2 This contract represents the entire agreement between the parties and supersedes all previous agreements relating to the subject matter of the contract. There are no ancillary agreements.
7.3 Additional agreements, amendments or additions to this contract must be made in writing in order to be legally effective. This applies to the removal of this formal requirement. However, the primacy of the individual agreement remains unaffected.
7.4 This agreement and all claims arising from it are subject to German law to the exclusion of the provisions of international private law and the UN sales law. The exclusive place of jurisdiction for all claims arising from or in connection with this contract is Aachen.
7.5 Should one or more of the above provisions be or become invalid or unenforceable in whole or in part, this shall not affect the effectiveness of the remaining provisions.
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