COMMISSION AGREEMENT

This Commission Agreement (“Agreement”) is entered into between you, whether personally or on behalf of an entity (“you”), and Baticlick (“we”, “us” or “our”) hereinafter referred to as “BTC”.

The Seller/Organisation and the BTC shall be referred to herein as a “Party” and, collectively, the “Parties“.

WHEREAS BTC is an online shop website that lists and markets the Seller’s products and services on its platform (www.baticlick.com) “Website”.

WHEREAS the Seller wishes BTC to list, market and promote its products and services on and via its website (www.baticlick.com), and through which customers with access to the website will be able to order the Seller’s products.

NOW THEREFORE, In consideration of the mutual promises set out herein, the parties, intending to be legally bound, agree as follows:

SALES/ORGANISATION AUTHORISATION.

The Seller authorises BTC to list, market and act as an intermediary between the Seller and its customers, to receive orders for the Seller’s listed products and services, and to request a quote from the Seller on behalf of the customer.

The Organisation authorises BTC to act as an intermediary between the Organisation and the donors, and to receive donations from donors on its behalf.

BTC shall identify itself as a duly authorised agent or intermediary of the Seller or Organisation for the sale of products and services and the receipt of donations.

THE SELLER’S / ORGANISATION’S OBLIGATION.

Organisations must clearly state the purpose of the donation and the total amount to be donated; and must allow BTC to receive funds from their donors via the BTC platform, which will be released to the organisation at the end of the donation period.

The Seller shall set the prices for its products and services listed on BTC’s online shop.

The Seller will make the following available on its sales page: the Terms and Conditions of Sale for its products and services, and the Returns and Refunds Policy for all the products and services listed.

The Seller warrants that all products and services listed on BTC’s online store are available for purchase, that the Seller is the sole owner of the products and services listed, and that those products and services are not subject to any third-party rights or restrictions, including in respect of third-party intellectual property rights and/or any criminal, insolvency or tax investigations or proceedings.

If the seller lists the same products and services on any other online shop, the price quoted on the BTC online shop must not be higher than those on other online shops listing the same products and services.

The Seller shall be responsible for all activities relating to its customers, including: listing products and services that are readily available for purchase; setting up and managing shops; agreeing delivery and shipping terms with customers; inventory management; and the returns and refunds policy for all products and services.

The Seller shall also clearly state on its sales page the Seller’s working days, including opening and closing times. The Seller shall ensure that all times stated are correct and are strictly adhered to.

The Seller will ensure a prompt response to all messages, order requests and requests for quotations, within at most 3 hours from the time the request was sent, provided this was during working hours, and shall ensure that all purchased products and services are dispatched and received by customers within a maximum of 5 working days.

If the Seller repeatedly fails to fulfil any of the obligations set out above, Baticlick reserves the right to suspend or remove the Seller, and to delete or unpublish the Seller’s listed products and services without notice to the Seller.

This section sets out the terms and conditions governing how BTC’s commission is earned and calculated. The Seller shall pay Baticlick a commission fee for providing access to buyers. Baticlick is entitled to adjust the commission fee at any time, subject to a notice period of 30 days.

Under this section, Baticlick will earn commission on the following: sales of products and services, requests for quotes and donations.

Sales of Products and Services: Services will also include Auctions & Bidding, Bookings & Rentals. Baticlick will earn 10% commission on the sale of products and services (including fees, charges and packaging costs, but excluding delivery costs and any VAT).

The commission fee applies to all purchase contracts that the Seller enters into with buyers on the online shops. The commission fee does not apply if the purchase contract between the buyer and the seller is subsequently terminated by mutual consent or if the buyer fails to pay the purchase price, in breach of their obligation to do so.

Request for a Quote: If a customer requests a quote via the Baticlick online store, the customer automatically becomes a Baticlick client and the Seller must go through Baticlick to provide the service to the customer. The Seller is not permitted to conduct business with the customer outside the Baticlick online store in relation to the type of product or service for which the customer requested a quote via Baticlick. If the Seller breaches this provision by transacting with the Baticlick client outside the platform, Baticlick may take legal action against the Seller for breach of contract.

Baticlick shall be responsible for collecting the various data required by the Seller before a quotation can be provided. Should any face-to-face meetings be required, or should the Seller need to speak directly with the Buyer, Baticlick must be notified in advance and give its approval. Furthermore, Baticlick will only permit such communication between the Buyer and the Seller if a Baticlick representative is also present and involved in the process.

Once the first quote has been issued, the Seller must pay 10% of the value of that quote; Baticlick will then provide the Seller with the customer’s contact details once payment of this commission has been received.

The Seller shall provide the final contract value within 30 days. In the event that no contract was signed or no deal was concluded between the Seller and the Customer, Baticlick shall refund half of the 10% commission paid by the Seller to the Seller, and the remaining half of the 10% shall be retained by Baticlick.

Donation: When donations are made via Baticlick, BTC shall be entitled to 10% commission on the total amount donated via the platform. Baticlick will deduct 10% from the total amount donated before releasing the funds to the charity.

The entitlement to a commission fee arises when the sale of Products and Services, Purchased Contracts and Donations is finalised between the parties concerned.

The Seller may authorise Baticlick to manage the shop on the Seller’s behalf; this means that order management and product creation will be carried out by Baticlick; and the Seller will only be responsible for dispatch and any VAT or accounting-related matters from the moment an order request is sent to the Seller. For this service, Baticlick will charge an additional 10% commission on top of the existing 10% commission. This service is optional, and the Seller may contact Baticlick if they wish to use this service.

THE RELATIONSHIP BETWEEN SELLER AND MEBF.

The Seller engages Baticlick solely for the purpose of listing, marketing and acting as an intermediary between the Seller and its customers, and of receiving orders for the Seller’s listed products and services, donations and requests for quotations on behalf of the Seller, as set out in Section 1 of this agreement. Baticlick may only enter into contracts and/or agreements on behalf of the Seller in relation to the sale of listed products and services. Baticlick may not otherwise bind the Seller to any other obligations whatsoever without separate authorisation from the Seller.

CONFIDENTIAL INFORMATION; PUBLICITY.

Baticlick shall, and shall ensure that its affiliates and employees: (a) protect and not disclose any information identified as confidential or which ought reasonably to be regarded as confidential to the Seller; (b) use such information solely to fulfil our obligations under this Agreement; This Section 5 covers all confidential information, regardless of when it is received.

REPRESENTATIONS AND WARRANTIES.

Both Parties represent that they are fully authorised to enter into this Agreement. The performance and obligations of either Party shall not violate or infringe upon the rights of any third party, nor shall they breach any other agreement between the Parties, individually, and any other person, organisation or business, or any law or government regulation.

Should any provision of this Agreement be deemed invalid or unenforceable, in whole or in part, that provision shall be severed from the remainder of the Agreement and all other provisions shall remain in full force and effect as valid and enforceable.

The failure of either Party to exercise any right, power or privilege under the terms of this Agreement shall not be construed as a waiver of any subsequent or future exercise of that right, power or privilege, or of the exercise of any other right, power or privilege.

LEGAL AND BINDING AGREEMENT.

This Agreement is legally binding between the Parties as set out above. This Agreement may be entered into and is legally binding both in Switzerland and throughout Europe. The Parties represent that they have the authority to enter into this Agreement.

GOVERNING LAW AND JURISDICTION

These Commission terms and conditions shall be governed by and construed in accordance with Swiss law.

Any disputes relating to these general terms and conditions shall be subject to the exclusive jurisdiction of the courts of Switzerland.

By registering and signing up on the website “www.baticlick.com”, you hereby agree to the terms and conditions set out above.