The contractual relationship between Velandy Ltd. Phuket, represented in this legal matter by the International Law Office, Patong Beach Co., Ltd. 17/6 Chaofaa Rd., Talaadnuea sub-district, Muang Phuket District, Phuket Province, Thailand; hereinafter referred to as ‘V Ltd.’ (hereinafter referred to as “V Ltd.”) and the sales Partner (hereinafter referred to as “Partner”) shall be governed by the following terms and conditions to the exclusion of all others. Any terms and conditions of the Partner that deviate from these terms and conditions shall not apply even if V Ltd. does not explicitly object to them.
The contract takes effect once V Ltd. accepts the application of the Partner for online registration by setting up an account and establishing a Partner page under a separate Partner address.
The contract does not oblige the Partner to act for V Ltd. Neither an employment contract nor a commercial agency relationship is established between the parties. Insofar as the Partner brokers contracts for V Ltd., then such introduction is of secondary importance in relation to other business activities.
These terms and conditions DO NOT govern any contractual relationships in connection with product purchases of V Ltd. The terms and conditions relating to these can be found on the web pages of V Ltd.. V Ltd. explicitly does not assume any liability for products of V Ltd.
The Partner acts as a separate and independent business owner. The Partner is neither an employee nor a commercial agent or agent of V Ltd. There are no sales targets or obligations relating to purchases, sales or other activities. With the exception of the contractual obligations, the Partner is not subject to any instructions issued by V Ltd. and bears the full business risk of his commercial actions including the obligation to bear all his business costs and the obligation to duly pay his employees provided he employs any. The Partner shall set up and run his operations like a prudent businessman; this shall include operating his own office space or a workplace that is run in the manner of that of a prudent businessman.
The Partner is an independent contractor and as such is solely responsible for compliance with the relevant statutory provisions including tax and social security requirements, for obtaining a trade license where necessary, and for the rental of his own office space. The Partner confirms in this regard that he will duly tax all commissions, which he generates in the context of his work for V Ltd., at his place of business. V Ltd. reserves the right to deduct from the agreed commission any taxes and charges that arise due to the Laws of Thailand or due to a breach of the above requirements or to claim compensation or reimbursement of expenses, unless the Partner is not responsible for the loss or expense. V Ltd. does not pay any social security contributions for the Partner. The Partner shall not be entitled to make or receive any legally binding declarations in the name of or on account of V Ltd.
The Partner is obliged, in the course of business, to identify himself as an INDEPENDENT V Ltd. Partner. Internet homepages, stationary, business cards, car graphics as well as newspaper advertisements, advertising materials and similar must include the additional words “INDEPENDENT V Ltd. Partner”. Furthermore, the Partner must not apply for or enter into loans, make disbursements, enter into obligations, open bank accounts or enter into any other contracts on behalf of V Ltd. or in the company’s interest or name.
The Partner registers with V Ltd. as a business owner and not as a consumer; consequently, he does not have a statutory right of withdrawal.
By way of remuneration for his activities, the Partner shall be paid commission upon meeting the required conditions; such commissions are calculated in accordance with the V Ltd.’s marketing plan. Commissions may be paid, at the discretion of V Ltd., both in cash and in kind as well as in cash payments to third parties, for instance for the acquisition of goods or other services offered by a third party as part of the Internet offering of V Ltd. The way in which commission is paid out, including the weighting of payments made in cash or in kind or commissions paid to third parties shall be governed by the V Ltd. marketing plan as amended from time to time.
V Ltd. reserves the right to request that the Partner proves his identity prior to the first commission payment or supply of goods or services. V Ltd. is entitled to choose whether such proof of identity shall be furnished in the form of a copy of the passport or official identity card in conjunction with a current electricity, gas, water or any other utility bill; the proof of identity shall be furnished within 2 weeks from the request. In addition, the Partner must furnish proof of his commercial activities in the form of a valid extract from the commercial register, business registration, advance VAT return or a tax return. For payments to European countries a valid VAT ID number must also be provided.
If a different account has not expressly been separately accepted by V Ltd. in writing, any commissions and payments for the supply of services by the Partner may only be paid into accounts that are in the name of the Partner or a Partnership or legal entity that has entered into a contractual relationship with V Ltd. no payments can be made into foreign accounts or into an account that is outside of the country in which the Partner is registered.
V Ltd. is entitled to assert a right of retention within the statutory limits. V Ltd. is also entitled to assert a right of retention in relation to the payment of commissions if some of the documents that are required by statute have not been provided prior to the first payment. In the event that V Ltd. exercises its right of retention in relation to any commission payments, it shall be deemed agreed that the Partner does not have a claim for interest for the period for which the commission retention right persists.
If the Partner fails to meet the required conditions, the rights to commission payment shall lapse from this point onwards. The Partner may, of course, meet the appropriate conditions in the future; this does not, however, imply that any past entitlement to commission revives.
V Ltd. is entitled to set off any claims that V Ltd. has against the Partner, both in whole or in part, against the Partner’s commission claims. The Partner has a set-off right if the counterclaims are uncontested or have been upheld and declared unappealable by a court of law.
Any assignments and pledges of claims of the Partner arising from Partner contracts are excluded. It is not permitted to encumber the contract with any third-party rights.
The Partner shall promptly check the invoices issued and immediately notify V Ltd. of any objections. All rights to commission are set out in the marketing plan as amended from time to time, which the Partner can access and view in his back office. V Ltd. shall be notified in writing within 60 days of any inaccurate commission, bonus or other payments. After this date, the commission, bonus and other payments are deemed to have been approved.
Commissions are paid out on a weekly basis at the express request of the Partner, taking into account the payment terms and methods of payout of V Ltd.
V Ltd. reserves the right, in particular in view of changes in the market situation and/or sales structure, to change the prices to be paid by the Partner or the levels of commission allocated to the goods or services, the fee plan or usage fees at the beginning of a new payment period and, in particular, to increase prices or adjust commissions to the market conditions. V Ltd. will notify the Partner of the change within a reasonable period of time prior to the implementation of the change. Any increases in price by more than 5% or changes to the fee plan at the expense of the Partner of more than 10% entitle the Partner to object to the change by giving notice to terminate his contract. If the Partner does not give notice to terminate within two weeks after notification of the changed terms or if the Partner expressly accepts the change, then the changed terms shall become constituent parts of the contract.
Upon expiry of the Partner contract, for whatever reason, the right of the Partner to use the trademark shall lapse at the same time. The Partner shall not be entitled to assert any claims against V Ltd. from the use of the trademark in the event of revocation or termination.
Claims to commission, invoicing and payment:
In accordance with the following provisions as well as the fee provisions as amended from time to time (Annex 1), the Partner shall receive commissions and/or bonuses for contracts with customers that have been concluded during the term of this Partner contract. A contract with the customer is deemed to have been concluded if the customer has paid for the contractual service and the statutory withdrawal period has expired. V Ltd. reserves the right to reject customers introduced by the Partner.
Commission is paid net (excluding VAT) minus 15 % withholding tax for none-Thai citizens
The Partner may only use promotional materials, banners, advertising texts and printed promotional resources that have been made available or approved by V Ltd.
The Partner is expressly prohibited from using trademarks, brand names, logos or image material of Partner companies without the prior written consent of V Ltd. This applies to the Internet as well as to any offline advertising such as print resources of any kind.
Beyond the promotional materials and other official V Ltd. documents expressly provided, the use (or change) of the V Ltd. mark, the registered trademarks, product names, work titles and business names of V Ltd. is only permitted following express written consent. Furthermore, the registration of own marks, work titles, Internet domains or other intellectual property rights is prohibited, which include the V Ltd. mark or registered trademarks, product names, work titles or business names of V Ltd. The aforementioned prohibition also applies to marks, business names or work titles in relation to which V Ltd. has an exclusive right of use. The prohibition set out in sentence 2 above shall apply both in relation to identical and to similar marks. The renaming of virtual goods of V Ltd. is also prohibited.
The Partner is not permitted to answer any press inquiries regarding V Ltd. services, the V Ltd. marketing plan or other V Ltd. services. The Partner is obliged to immediately forward all press inquiries to V Ltd. under the email address firstname.lastname@example.org. The shall also only be permitted to comment publicly (e.g. TV, radio, Internet forums) on V Ltd., the goods offered by V Ltd. and on the V Ltd. sales system following prior written consent by V Ltd.
Insofar as the Partner incorporates advertising on his Internet site, he shall ensure that the information provided to third parties is accurate and corresponds with the respective offer of V Ltd. In addition, the Partner is obliged to identify every promotion carried out by him as his own measure and to comply with all the rules of competition law.
Partner agrees to preserve the strictest silence about confidential information , their business contacts and sales numbers, company names, and all related business strategies that will be discussed and mentioned in the context of the discussions. Partner agrees to only use confidential information for personal research and to be disclosed only with this same procedure, and only once permission has been given to do so. Partner agrees that any information provided and any related person to the Marketing Program, companies or business Partners who are involved in the Marketing Program and have developed planning data; to only pass on to third parties with the express consent of the V Ltd. and their clients. This includes all information that V Ltd. has provided in connection with the matters of the Marketing Program and which has been created in this context in a verbal sense, in written, or in any other format. Partner agrees to hand back to the information provided, which has been forwarded in writing or electronically. Partner agrees that the disclosure of confidential information and documents to any potential prospects, external consultants and other third parties only occurs if agreed in writing via International Law Office, Patong Beach Co., Ltd. to maintain confidentiality. Partner agrees not to share confidential information and documentation including but not limited to all business, marketing, financial or other types of information, and will be given or has been received in any form by Partner and/or their employers/employees. Non-confidential information is considered what is already well known, or without the breach of the above points, what is generally known or made known to third parties without breaching of any confidentiality agreements. The confidentiality agreement applies until the date that the ‘Marketing Program’ officially launches on the Internet via its domain. From this point onwards, this confidentiality agreement is then generally not required anymore and becomes collectively obsolete. Partner agrees for each case of breach of any of the foregoing points mentioned in this agreement V Ltd. shall have the right to file a law suit against Partner in any court of competent jurisdiction for specific performance or for all damages sustained by Partner as a result of the Partner’s breach and default including, but not limited to, court costs and attorney’s fees incurred.
Exclusion of liability:
Except in relation to any loss or damage suffered through injury to life, body and health, V Ltd. is liable for any loss or damage suffered only to the extent that this is based on an intentional or grossly negligent act, or on a culpable breach of a fundamental contractual obligation (e.g. payment of commission) by V Ltd. Any further liability for damages is excluded.
Except in relation to an injury to life, body and health or intentional or grossly negligent behaviour on the part of V Ltd., liability is limited to loss or damage that is typically foreseeable at the time the contract is entered into and – with regard to the amount – to the average loss that is typical for the contract in question. This also applies in relation to indirect loss or damage, in particular to loss of profits.
V Ltd. is not liable for any loss or damage whatsoever that is caused by loss of data on the servers, except where this is due to grossly negligent or intentional fault on the part of V Ltd., its employees or its Vicarious Agents.
A breach of this provision will lead to the immediate termination of the Partnership without notice. The Partner shall indemnify V Ltd. against all third-party claims that are based on a breach of the obligations. Any further claims of V Ltd. remain unaffected.
Governing law/ different jurisdiction clause:
These terms and conditions are governed by the law of Thailand, to the exclusion of the UN Sales Convention. This shall not affect any mandatory regulations applicable in the country in which the Partner has his habitual abode.
Unless provided otherwise by mandatory law, the place of jurisdiction and place of performance is Thailand, Phuket.
The rights and obligations arising from this contract are not transferable without the other party’s consent. There are no verbal side agreements; any amendments and supplements to the contract need to be in the written form in order to be effective. If a provision in these general terms and conditions is or later becomes legally invalid, in whole or in part, this does not affect the validity of the other provisions. Statutory provisions shall apply instead of the invalid provision.