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Reseller Agreement
The following agreement is between:
(1)
CipSoft
GmbH, a Germany-based company registered at Amtsgericht Regensburg, HRB 8295,
whose principal office is at Gabelsbergerstraße 11, 93047 Regensburg, Germany
(“CipSoft“)
(“CipSoft“)
(2)
[Company Name],
a [Country]-based company registered at [Place of Registration], [Business
Registration Number], whose principal office is at [Street], [Postal Code] [City],
[Country]
(“RESELLER“)
(“RESELLER“)
SPECIAL
TERMS
CipSoft:
CipSoft
GmbH is an independent developer and publisher of online games for various
platforms and is the owner of all rights, titles and interests in and to its services
and products.
CUSTOMER:
A CUSTOMER is a natural person or
organisation that wants to purchase services or products by CipSoft.
RESELLER:
RESELLER
is a natural person or organisation that engages in the business of reselling
services and products offered by CipSoft to CUSTOMERs.
SUB-RESELLER:
SUB-RESELLERs are CUSTOMERs of RESELLER that are business clients or
partners or engage in the business of reselling
services and products offered by CipSoft.
BUSINESS SHOP:
The BUSINESS SHOP is the secured online
platform for business transactions between CipSoft and RESELLER provided by
CipSoft.
ARTICLE:
An ARTICLE is a type of service or product
offered by CipSoft in the BUSINESS SHOP.
UNIT:
A UNIT is a single item of an ARTICLE. RESELLER
buys UNITs from CipSoft to resell them to CUSTOMERs.
REFERENCE NUMBER:
Each UNIT
has a unique REFERENCE NUMBER, which is used in the communication between
CipSoft, RESELLER and CUSTOMER. The REFERENCE NUMBER is also called UNIT ID in
the BUSINESS SHOP.
GAME CODE:
GAME
CODEs are a unique sequence of letters and digits associated with a specific
UNIT. CUSTOMERs can immediately activate a bought service or product once by
entering the GAME CODE at a website or client software of the corresponding
online game of CipSoft. GAME CODEs are only available for certain ARTICLEs.
ORDER:
An ORDER is a list of ARTICLEs and amounts that
RESELLER submits in the BUSINESS SHOP with the intention to buy them from CipSoft.
TERMS AND CONDITIONS
1) General Terms
a)
This agreement outlines the business relationship
between CipSoft and RESELLER. The parties hereto are independent contractors and
neither party is an employee, agent, associate or
joint venture of the other. RESELLER shall have no authority, express or
implied, to assume or create any obligation or liability on behalf of CipSoft
and shall have no authority to represent CipSoft in any other capacity except
as expressly herein provided.
b)
CipSoft
grants RESELLER the non-exclusive right to resell UNITs to CUSTOMERs resident in
any of the countries listed in the territory table
attached to this agreement. This grant does not
include any right to reproduce the services or products or to make or sell
variations of or works developed from the services or products, nor any right
to lend, rent, lease, broadcast or disseminate the services or products or
portions thereof, nor any right to otherwise utilise the services or products
or information relating to them, except as specifically described herein. Sole
ownership and other intellectual property rights in the services or products
shall remain in CipSoft. RESELLER shall have no right to
distribute services or products by CipSoft other than the UNITs offered via the
BUSINESS SHOP.
c)
The
language of the BUSINESS SHOP and for all communication between CipSoft and
RESELLER is English. CipSoft will only accept requests and notifications via
email to reseller@cipsoft.com.
CipSoft will always notify RESELLER via email to the
notification email address provided at the BUSINESS SHOP.
2) Duties and Rights of RESELLER and CipSoft
a)
RESELLER must adhere to the
terms of service of CipSoft's services and products.
b)
RESELLER
must have and maintain a good, fundamental understanding of CipSoft's services
and products, their terms of service and privacy policies. RESELLER agrees to
point out the terms of service and the privacy policy of the corresponding
online game to CUSTOMERs when selling a UNIT. A written notice provided by
RESELLER to the CUSTOMER leading to these documents on the website of the online
game is sufficient.
c)
The
terms of service and privacy policy of any online game of CipSoft are subject
to change. CipSoft reserves the right to modify these policies at any time. CipSoft
will promptly notify RESELLER about all changes.
d)
CipSoft
will grant RESELLER access to the BUSINESS SHOP. The access data, above all
user names and passwords, must be protected from abuse and may not be passed on
to any third party. RESELLER takes full responsibility for all actions done via
any of its accounts. RESELLER must notify CipSoft immediately about any
compromised access data or abusive action of any of its accounts.
e)
RESELLER
takes full responsibility for its employees and SUB-RESELLERs.
RESELLER makes sure that they work in accordance to this agreement. If granted
access to the BUSINESS SHOP, RESELLER is responsible for all their actions in
the BUSINESS SHOP.
f) RESELLER takes full responsibility
for the correct and timely transfer of UNITs to CUSTOMERs. RESELLER can
directly assign a UNIT to a CUSTOMER’s account of the corresponding online game
or RESELLER can get the GAME CODE of the UNIT and then pass on the GAME CODE to
the CUSTOMER. RESELLER must pass on the REFERENCE NUMBER to CUSTOMER when transferring
a UNIT.
g) RESELLER must bind CUSTOMERs
to pass on the terms of service and privacy policy of the corresponding online
game of CipSoft and the REFERENCE NUMBER when transferring a UNIT. Used GAME
CODEs may not be passed on. Each CUSTOMER must be bound to pass on the duties
of this clause to any following CUSTOMER.
h) RESELLER may not extend
to CUSTOMERs warranties or guarantees which are made in the name of CipSoft or
which would bind CipSoft with respect to the performance, design, quality,
merchantability, non-infringement or fitness for a particular purpose of any
service or product by CipSoft.
i) RESELLER may only resell
UNITs to SUB-RESELLERs if they are based in one of the countries listed in the
territory table attached to this agreement. RESELLER must bind its SUB-RESELLERs
to the rights and duties listed in the attachment C.
j)
RESELLER
may not sell, trade or promote any additional services or products, including
but not limited to bots, levelling services and third party software, that are related
to CipSoft's official services or products. RESELLER may, however, promote
authorised fansites of CipSoft’s online games. RESELLER may not sell, trade or
promote the selling or trading of currencies, items, characters, accounts or
software of an online game of CipSoft with the exception of UNITs.
k)
RESELLER
may not promote or have any business relation of any kind to manufacturers, developers
or publishers of services or products which contradict the terms of service of
any of CipSoft’s online games.
l)
RESELLER
may not create and sell bundles which combine UNITs with services or products of
other manufacturers, developers or publishers without prior written permission
by CipSoft.
m)
RESELLER agrees to submit its promotional materials referring to CipSoft’s
services or products for review by CipSoft, preferably in electronic form. RESELLER agrees that reasonable
editorial changes may be required by CipSoft at their sole discretion. CipSoft
will not interfere in RESELLER's acceptable and reasonable marketing plans or
techniques.
n)
CipSoft
grants RESELLER the non-exclusive right to use its trademarks “CipSoft”,
“Tibia”, “TibiaME” and “Fiction Fighters” and associated logos to promote the
reselling of UNITs and the corresponding services and products in general.
o)
RESELLER
is not allowed to register any trademarks which are associated with CipSoft's services
or products. If RESELLER is already holding such rights to trademarks at the
moment this agreement is signed, RESELLER must promptly notify CipSoft and
accept the legal transfer of the aforementioned trademark rights to CipSoft.
p)
RESELLER
grants CipSoft the non-exclusive right to use RESELLER's trademarks, brands and
logos to promote RESELLER and its services and products in general.
q)
If
any of RESELLER's data changes, e.g. registered address or contact data, RESELLER
must promptly notify CipSoft of this change. RESELLER is responsible for
keeping the account, user and contact information in the BUSINESS SHOP up-to-date.
RESELLER must promptly notify CipSoft if its legal form changes, it is sold
partially or in full or its proprietors change.
r)
CipSoft
will publish RESELLER's company name and given contact data on its official
websites. RESELLER agrees that CUSTOMERs may use the given information to
contact RESELLER.
s) CipSoft handles all support
for its services and products. RESELLER must inform CUSTOMERs to contact the
respective game support of CipSoft in case of any requests concerning its
services and products. However, CipSoft will not handle support cases
concerning the reselling and payment processes between RESELLER and CUSTOMERs. RESELLER
must promptly notify CipSoft about any problems with the BUSINESS SHOP,
so that CipSoft can resolve the problem as fast as possible.
t) RESELLER may promote
itself as "authorised reseller" or "official reseller" of
CipSoft.
3)
Prices, ORDERs and Payments
a)
RESELLER acknowledges that RESELLER cannot cancel submitted ORDERs and
is obliged to pay. In
exceptional cases CipSoft will grant a cancellation of the ORDER on its sole
discretion.
b)
CipSoft
will send a demand for payment for every submitted ORDER in electronic form
(PDF) to the notification email address of RESELLER. RESELLER must make the
payment within thirty (30) calendar days. RESELLER
acknowledges that payment for UNITs must be made in advance. After the payment has been credited on CipSoft’s bank
account, CipSoft will make the paid UNITs available for reselling in the
BUSINESS SHOP within a period of three (3) working days.
c)
RESELLER
agrees to use only bank transfer for payment. RESELLER has to make sure that
the exact amount arrives on CipSoft's bank account. RESELLER has to pay for all
bank transfer fees, i.e. payments must be free of bank charges for CipSoft
(“OUR-payment”). The transaction must be made in Euros.
In case of incorrect payments, the amounts in the ORDER will be adjusted to
match the received payment on CipSoft’s sole discretion. CipSoft will send an invoice about the final state
of the ORDER in electronic form (PDF) to the notification email address of
RESELLER.
d)
RESELLER
is solely responsible for the collection of payment for its resold UNITs. Any
type of default of payment for resold UNITs cannot be passed on to CipSoft.
e)
Refunds
of UNITs are not possible. In exceptional cases CipSoft will grant a
replacement of a single UNIT by a new UNIT on its sole discretion. UNITs will
never be replaced once three (3) calendar days passed since the activation of
the UNIT. The date of RESELLER's notification to CipSoft must be within this
period in order for the request to be considered.
f) CipSoft reserves the
right to add new or remove existing ARTICLEs in the BUSINESS SHOP at any time. Removed
ARTICLEs will not affect previously submitted ORDERs or UNITs that have already
been purchased.
g)
CipSoft will provide UNITs to RESELLER according to the price and
discount table attached to this agreement. CipSoft may temporary grant special discounts
for promotional purposes on its sole discretion.
h)
RESELLER acknowledges that all prices and discount rates are subject to
change. CipSoft reserves the right to modify these prices and discounts at any time.
CipSoft will promptly notify RESELLER about
all changes. Already submitted ORDERs
will not be affected by these changes and keep the prices and discounts that
were effective when the ORDER was submitted.
i) RESELLER must pass on its customer
prices to CipSoft. CipSoft may publish these prices along with the given
contact data of RESELLER on its official websites.
4) Termination and Alteration
a)
CipSoft
and RESELLER enter into this agreement for an indefinite period. Both parties
have the right to terminate this agreement at any time in written form. The
termination will take effect after thirty (30) calendar days.
b) CipSoft may change this agreement at
any time. CipSoft will notify RESELLER about the changes. The changed agreement
will take effect thirty (30) calendar days after RESELLER has been notified. It will fully apply to RESELLER unless RESELLER contradicts
in written form within this period of time. In this case this agreement is
terminated at the end of the aforementioned period.
c)
CipSoft
may terminate this agreement immediately if RESELLER enters
into insolvency.
d)
CipSoft
may terminate this agreement immediately if RESELLER breaches this agreement in
any way, or for any other extraordinary cancellation reason, including but not
limited to misuse of the BUSINESS SHOP, fraud and illegal business practices.
e)
Upon
termination of this agreement all unsold UNITs of RESELLER expire. If CipSoft terminates
this agreement or the agreement is terminated due to clause 4b, all unsold
UNITs will be refunded to RESELLER in the amount
of their purchase price, but all bank transfer fees will be deducted. RESELLER
acknowledges that no recompense will be given if RESELLER terminates the agreement,
or if the agreement is terminated due to an extraordinary termination as
defined in clause 4d.
f)
Upon
termination of this agreement all unpaid ORDERs of RESELLER are cancelled. CipSoft
and RESELLER hereby waive all claims against the other in connection with the
cancellation of such ORDERs.
g) Termination of this agreement
shall not relieve both CipSoft and RESELLER of their obligations relating to
confidentiality.
h) Upon termination of this
agreement RESELLER must unbind all its SUB-RESELLERs from all rights and duties
detailed in this agreement.
5) Concluding Provisions
a)
Save
in respect of disclosure to any permitted assignee, licensee or sub-licensee to
either party, each party agrees that the contents of this agreement, all
prices, discounts and all information relating to the business affairs of the
other party that has or will come to attention during negotiations or during
the continuance of this agreement shall be confidential and that no party will
disclose such contents or information to third parties, including but not
limited to SUB-RESELLERs, without the written consent of the other party at any
time hereafter.
b) CipSoft provides the
warranty terms and conditions of its services and products as specified in the
terms of service of the corresponding online games. CipSoft provides the
BUSINESS SHOP on an “as is” basis. RESELLER agrees that the use of the BUSINESS
SHOP is at its sole risk. CipSoft disclaims all warranties or conditions of any
kind, expressed, implied or statutory, including without limitation the implied
warranties of title, non-infringement, merchantability and fitness for a
particular purpose. CipSoft does not ensure continuous, error-free or secure
operation of the BUSINESS SHOP.
c) Each party can only be
held liable for damages caused by neglect of essential duties constituted by
this agreement, by gross negligence or by wilful misconduct of the party, its
employees, agents or associates. In case of ordinary negligence of a party, its
employees, agents or associates liability is excluded for financial losses
caused by special, incidental, consequential and unforeseeable damages as well
as lost profits. Irrespective of the party at fault, the aforementioned
limitations of liability do not apply to a party's liability as prescribed by
law, particularly by the German law on product liability. The same applies to a
party's liability in case of culpable injury, death or other damage to a
person's health.
d) In case individual
provisions of this agreement should become void in whole or in part, any of the
other provisions shall remain without prejudice. The provision concerned is to
be replaced by an effective provision, which comes as close as possible to the
intended economic purpose.
e)
This
agreement supersedes all previous agreements between CipSoft and RESELLER
regarding the reselling of services and products by CipSoft.
f)
This agreement shall be
governed by and construed in accordance with the law of Germany. Place of
jurisdiction is Regensburg, Germany.
SIGNATURE
By signing this agreement, CipSoft and RESELLER agree
to the terms and conditions stated in this document including the attachments.
To complete this agreement, an authorised representative
of RESELLER is required to mark all pages by signing them with initials, to sign
the overall agreement below and finally to fax this agreement to +49-941-630828-20
or send it to:
CipSoft GmbH
Gabelsbergerstraße 11
93047 Regensburg
Germany
Date of
Signature: . 04 February 2013 Date of Signature: 04 February 2013
Name: [Benjamin Zuckerer] Name: [Muhammad Idrus]
Position:
Managing Director Position: [Owner Shop Tibiame]
Signature: …............................................ Signature:
Signed for and duly authorised on behalf of Signed for and duly authorised
on behalf of
CipSoft GmbH [Shop
TibiaME]
ATTACHMENTS
A) Price and Discount Table
CipSoft grants RESELLER a discount
based on the recommended retail price (RRP) of CipSoft’s services and products.
The table below shows the RRP, the applicable
purchase price for one (1) UNIT for RESELLER and the minimum order
amount (MOA) for each ARTICLE.
|
ARTICLE
|
RRP
|
Purchase Price
|
MOA
|
|
|
|
|
|
|
|
|
Tibia Premium Time
|
|
|
|
|
|
|
30 Days Tibia Premium Time
|
7.45 EUR
|
[Price] EUR
|
100
|
|
|
90 Days Tibia Premium Time
|
19.95
EUR
|
[Price] EUR
|
100
|
|
|
180 Days Tibia Premium Time
|
34.95
EUR
|
[Price] EUR
|
25
|
|
|
360 Days Tibia Premium Time
|
59.95
EUR
|
[Price] EUR
|
25
|
|
|
|
|
|
|
|
Tibia Extra Services
|
|
|
|
|
|
|
Tibia Character World Transfer
|
19.95
EUR
|
[Price] EUR
|
100
|
|
|
Tibia Character Name Change
|
6.95 EUR
|
[Price] EUR
|
100
|
|
|
Tibia Character Sex Change
|
2.95 EUR
|
[Price] EUR
|
100
|
|
|
Tibia Account Name Change
|
4.95 EUR
|
[Price] EUR
|
100
|
|
|
|
|
|
|
|
TibiaME Subscriptions
|
|
|
|
|
|
|
TibiaME Subscription for 30 Days
|
4.99 EUR
|
[Price]
EUR
|
100
|
|
|
TibiaME Subscription for 120 Days
|
11.99
EUR
|
[Price]
EUR
|
50
|
B) Territory Table
|
Territory
|
|
[Country/Territory]
|
|
[Country/Territory]
|
|
[Country/Territory]
|
C) Rights and Duties of SUB-RESELLERs
· SUB-RESELLER is granted
the non-exclusive right to resell UNITs only to CUSTOMERs resident in the same
country SUB-RESELLER is based in. This grant does not include any right to reproduce the services or
products or to make or sell variations of or works developed from the services
or products, nor any right to lend, rent, lease, broadcast or disseminate the
services or products or portions thereof, nor any right to otherwise utilise
the services or products or information relating to them, except as
specifically described herein. Sole ownership and other intellectual property
rights in the services or products shall remain in CipSoft. SUB-RESELLER shall
have no right to distribute services or products by CipSoft other than the UNITs offered via RESELLER.
· SUB-RESELLER may not
resell UNITs to CUSTOMERs that are business clients or partners or engage in the business of reselling services and
products offered by CipSoft.
· SUB-RESELLER must adhere to the
terms of service of CipSoft's services and products.
· SUB-RESELLER must have and maintain
a good, fundamental understanding of CipSoft's services and products, their
terms of service and privacy policies. SUB-RESELLER agrees to point out the
terms of service and the privacy policy of the corresponding online game to
CUSTOMERs when selling a UNIT. A written notice provided by SUB-RESELLER to the
CUSTOMER leading to these documents on the website of the online game is
sufficient.
· SUB-RESELLER takes full
responsibility for the correct and timely transfer of UNITs to CUSTOMERs. If granted access to the BUSINESS SHOP along with
sufficient rights by RESELLER, SUB-RESELLER can directly assign a UNIT
to a CUSTOMER’s account of the corresponding online game or SUB-RESELLER can
get the GAME CODE of the UNIT and then pass on the GAME CODE to the CUSTOMER.
SUB-RESELLER must pass on the REFERENCE NUMBER to CUSTOMER when transferring a
UNIT.
· SUB-RESELLER must bind CUSTOMERs to
pass on the terms of service and privacy policy of the corresponding online
game of CipSoft and the REFERENCE NUMBER when transferring a UNIT. Used GAME CODEs
may not be passed on. Each CUSTOMER must be bound to pass on the duties of this
clause to any following CUSTOMER.
· SUB-RESELLER may not
extend to CUSTOMERs warranties or guarantees which are made in the name of
CipSoft or which would bind CipSoft with respect to the performance, design,
quality, merchantability, non-infringement or fitness for a particular purpose
of any service or product by CipSoft.
· SUB-RESELLER may not sell, trade or
promote any additional services or products, including but not limited to bots,
levelling services and third party software, that are related to CipSoft's
official services or products. SUB-RESELLER may, however, promote authorised
fansites of CipSoft’s online games. SUB-RESELLER may not sell, trade or promote
the selling or trading of currencies, items, characters, accounts or software
of an online game of CipSoft with the exception of UNITs.
· SUB-RESELLER may not promote or have
any business relation of any kind to manufacturers, developers or publishers of
services or products which contradict the terms of service of any of CipSoft’s
online games.
· SUB-RESELLER may not create and sell
bundles which combine UNITs with services or products of other manufacturers,
developers or publishers without prior written permission by CipSoft.
· SUB-RESELLER agrees to submit its
promotional materials referring
to CipSoft’s services or products for review by CipSoft, preferably in
electronic form. SUB-RESELLER agrees that reasonable editorial changes may be
required by CipSoft at their sole discretion. CipSoft will not interfere in
SUB-RESELLER's acceptable and reasonable marketing plans or techniques.
· SUB-RESELLER is granted
the non-exclusive right to use CipSoft’s trademarks “CipSoft”, “Tibia”, “TibiaME” and “Fiction
Fighters” and associated logos to promote the reselling of UNITs and the
corresponding services and products in general.
· SUB-RESELLER is not allowed to
register any trademarks which are associated with CipSoft's services or
products. If SUB-RESELLER is already holding such rights to trademarks at the
moment this agreement is signed, SUB-RESELLER must promptly notify CipSoft and
accept the legal transfer of the aforementioned trademark rights to CipSoft.
· All communication between CipSoft
and SUB-RESELLER is handled via RESELLER. SUB-RESELLER never contacts CipSoft
directly. RESELLER forwards requests by SUB-RESELLER to CipSoft and passes on
CipSoft's replies to SUB-RESELLER.
· CipSoft handles all support for its
services and products. SUB-RESELLER must inform CUSTOMERs to contact the
respective game support of CipSoft in case of any requests concerning its
services and products. However, CipSoft will not handle support cases
concerning the reselling and payment processes between SUB-RESELLER and
CUSTOMERs.
