COMMERCIALIZATION AGREEMENT
Here is the commercialization agreement for selling on Tennpercent.
Please note: The Tennpercent commercialization agreement is subject to change without notice.
Tennpercent is a trademark of Lucrocim Inc. Tennpercent specializes in the distribution, promotion, and commercialization of products and services to redistribute 10% of sales to charitable organizations and operates the website www.Tennpercent.com.
In order to benefit from Tennpercent’s services as a merchant, the user must be a company that manufactures or commercializes products and services that meet our terms and conditions as described in this Commercialization Agreement.
The purpose of this Commercialization Agreement is to establish the Terms and Conditions for Merchant’s use of Tennpercent’s services and transactional platform (the “Agreement”). Accordingly, Merchant and Tennpercent may be referred to individually as a “Party” and collectively as the “Parties”.
- TERMS AND CONDITIONS
This Agreement, the notices, and any rules posted on the Tennpercent site govern the terms and conditions by which Tennpercent provides Merchant with access to the Site, its services, applications, and associated tools (collectively the “Terms and Conditions”). By accessing or using the Site, the Merchant agrees to the Terms and Conditions set forth in this notice.
The Terms and Conditions posted on the Tennpercent site may be changed, updated, or deleted without notice. Changes are effective upon posting on the Tennpercent site.
2. CONFIDENTIALITY
2.1 Confidential Information
Merchant acknowledges that it may have access to certain knowledge, information or materials of Tennpercent, which are confidential and/or proprietary to Tennpercent and are not publicly or competitively known (“Confidential Information”).
Merchant acknowledges that the Confidential Information is the sole property of Tennpercent. It is a special, irreplaceable, and valuable asset of Tennpercent, and disclosure in any manner to any person, including, but not limited to, any person in competition with Tennpercent or to the general public, of any information relating to the Confidential Information will be highly detrimental to Tennpercent.
Merchant acknowledges and agrees that Tennpercent is entitled to protect and maintain the strict confidentiality of the Confidential Information. Accordingly, Merchant agrees to treat the Confidential Information as confidential, to take all necessary precautions to ensure the protection and confidentiality of the Confidential Information, and not to disclose or use the Confidential Information other than in the course of its business relationship with Tennpercent, commencing with the commencement of this Agreement and continuing for a period of two (2) years following the termination of this Agreement.
2.2 Personal Information
Merchant acknowledges that it will have access to consumers’ personal information using Tennpercent and agrees to comply with Tennpercent’s privacy policy.
3. PURPOSE OF THE AGREEMENT
The Agreement sets forth the terms and conditions by which Tennpercent permits Merchant’s use of the Tennpercent platform and by which Merchant permits Tennpercent to distribute, promote and commercialize its products and services.
4. NATURE OF THE CONTRACTUAL RELATIONSHIP
Tennpercent acts as an intermediary between Merchant and consumers and transfers orders received on its Tennpercent platform by email to Merchant.
The Parties are independent of each other and will always act and represent themselves as such, provided that in no event shall the debts and obligations of either Party be transferred to the other Party other than as provided in this Agreement.
5. INTELLECTUAL PROPERTY RIGHTS
Merchant represents and warrants that it owns all intellectual property rights in its products and services, that it does not infringe any third-party rights, and that it may validly license its rights to Tennpercent for the purpose of commercialization such products and services.
Merchant grants to Tennpercent, during the term of the Agreement, a royalty-free license to use all of its intellectual property rights related to the products and services to the extent necessary to commercialize its products and services.
Thus, Tennpercent shall have the right to advertise to the public that it is the Merchant’s authorized distributor, to advertise the Merchant’s products and services, and, more generally, to make direct and personal use of all intellectual property rights related to the products and services, including all trademarks and other distinctive signs, to promote and commercialize the Merchant’s products and services. The Merchant may promote the products by any means and on any media, including the Internet.
6. OBLIGATIONS OF THE PARTIES
The Merchant warrants to Tennpercent that the products comply with the standards applicable to them in its industry as well as with its own statements about them. The Merchant shall assume its obligations regarding the safety and conformity of the products. The Merchant will provide, at his own expense, the legal warranty as well as any contractual warranty on his products and any after-sales service, if applicable. He will be exclusively responsible in case of lack of conformity, hidden defect, defectiveness, and problem in terms of safety of the products.
The Marchant shall strictly comply with its obligations regarding the health and safety of the products, in particular by monitoring and following up on any risks that may be present and by immediately reporting any risks that may come to its attention.
Tennpercent is a company with the skills and resources necessary to perform the services contemplated by this Agreement. It shall commercialize the products in accordance with the quality standards and commercial policy of the Merchant, in compliance with the rules in force in Quebec. Tennpercent shall endeavor to promote and develop sales of the products in the province of Quebec and elsewhere.
The Merchant shall provide Tennpercent with all information and content relevant to the promotion and commercialization of the products, such as text, logos, images, prices, promotions, videos, and any other information deemed necessary.
In addition to the commitment to comply with these conditions, both parties agree to make joint efforts and collaborate for the good of both parties.
7. TERM OF AGREEMENT AND AMENDMENTS
This Agreement is effective upon registration of Merchant’s account on Tennpercent and will govern the use of the Tennpercent platform for as long as Merchant’s account is active. Tennpercent reserves the right to modify this Agreement in whole or in part, without prior notice to or consent of Merchant, at any time.
8. TERMINATION OF AGREEMENT
Tennpercent may terminate the Agreement with Merchant without cause at any time.
8.1 Early Termination of Agreement
The Parties agree that any breach arising from the interpretation or application of this Agreement shall first be discussed between them to address and resolve any dispute in good faith for the benefit of all.
In the event that a Party has failed to remedy a material breach of any of its contractual or business obligations, the other Party may unilaterally terminate the Agreement effective immediately no later than 60 days after notice of intent to enforce this clause is sent by email.
9. TRANSFER OF PRODUCT OWNERSHIP AND RISK
All shipping, transportation, insurance, customs clearance, duties, and other charges related to the products are communicated to Tennpercent in advance so that Tennpercent can include them in the posted prices. Any changes shall be entirely at the expense of the Merchant.
10. FINANCIAL CONDITIONS
10.1 Sales Commissions
The creation of a Merchant account and the posting of products and services on the Tennpercent platform are free of charge. Sales commissions are payable by Merchant to Tennpercent in accordance with the list of commissions set forth in the Standard Administrative Amounts and Fees (Exhibit A) of the Agreement.
10.2 Payment terms
In the interest of transparency and to allow Merchant to collect revenue from sales generated through the Tennpercent platform as quickly as possible, Tennpercent agrees to remit to Merchant the money from sales completed through Tennpercent, minus the fees described in Section 10.3, within fifteen (15) business days after orders are shipped or services are provided to consumers, by bank transfer or Stripe or Paypal, at Tennpercent’s option to minimize transaction costs.
10.3 Amount remitted to the Merchant
For ease of management and to avoid unnecessary bank transactions, amounts paid to charity and administrative fees collected by Tennpercent, as defined in Exhibit A, will be deducted at the source at the time of purchase by the consumer. Charitable contributions, Tennpercent administrative fees and related taxes will be deducted from the amount paid by the consumer.
The net amount remitted to the Merchant by Tennpercent for sales made is calculated as follows (see Table #1 for an example calculation):
– (Amount paid by consumer) = {(quantity) x (product price) x (% applicable tax)} + (shipping cost x % applicable tax)
– (Amount paid to charity (10%)) = 10% {(quantity) x (product price)}
– (Tennpercent Administrative Fee (13%)) = 13% {(quantity) x (product price) + (delivery fee)}(changer pour shipping cost)
– (Net amount deposited to Merchant’s account) = {(order amount + shipping cost) – (amount paid to charity) – (Tennpercent administrative fee)} x (applicable tax %)
Chart #1
11. PRODUCTS AND ORDERS
11.1 Prohibited Products and Content
Counterfeit products are strictly prohibited on the Tennpercent platform. Merchant must have the proper and up-to-date permits or licenses to offer their products.
Prohibited products:
– Alcohol, tobacco, medications, drugs, and related items
– Pornographic content
– Weapons, explosives, ammunition
– Dangerous, flammable, toxic items
– Lock-opening materials
– Hate, discriminatory or violent items
– Recalled items
– Illegal, counterfeit or stolen items
– Real estate and motorized goods
Merchants’ products and descriptions must be clear and detailed. Tennpercent reserves the right to remove any product from the Site without justification or notice.
All content created or shared on the Tennpercent platform must comply with security and privacy rules. No abusive, racist, sexist, vulgar, misleading, or threatening content will be accepted or tolerated.
Tennpercent does not allow Merchants to promote their own website or any other sales platform through the Tennpercent platform.
11.2 Fair Price Policy on the Tennpercent Platform
Tennpercent suggests that Merchant displays competitive prices on the Tennpercent platform (equivalent or lower) than on other sites where Merchant is present.
11.3 Fraud Prevention and Dispute Resolution
In the event that, Tennpercent detects an appearance of fraud, in the event of suspected use of a questionable payment card, or if Tennpercent deems the transaction to be fraudulent, Tennpercent reserves the right to cancel the order without justification or notice.
11.4 Order Cancellation
If the Merchant needs to cancel an order, such as in the case of a damaged item, inventory shortage, or posting error, the Merchant must notify Tennpercent, via email at support@tennpercent.com who will refund the consumer to resolve the situation as quickly as possible. Tennpercent reserves the right to charge a fee when the refund is the result of an error or negligence on the part of the Merchant.
11.5 Order Processing Time
In the interest of providing a quality customer experience, Tennpercent imposes an order processing, shipping, and shipment notification time of no more than five (5) business days from the date of the order. Tennpercent reserves the right to cancel an order and refund the consumer if an order has not been shipped within seven (7) business days from the date of payment and may charge the Merchant a fee for the refund.
11.6 Order Accuracy
It is the Merchant’s responsibility to ensure that the product description and photo match the item sold on the Tennpercent platform. If the consumer does not receive the product or service as described on the platform, the Merchant shall ship the correct item at its expense or refund the consumer if a substitution is not possible.
11.7 Problem with an order received by a consumer
The Merchant has a maximum of three (3) business days to resolve a problem.
12. SHIPPING POLICY
12.1 Shipping Charges
When posting its products, the Merchant must indicate if shipping charges will be applied to the shipment of its products. These charges can be modified at any time and can be configured for each product displayed.
12.2 Shipping time
The Merchant must indicate the shipping time for each of its products. The shipping time can be modified and configured at any time for each product displayed. It is the Merchant’s responsibility to indicate when the order is processed/shipped in their dashboard or synchronized store, so that the consumer receives a confirmation that their order is processed/shipped.
When it is not possible to meet the shipping deadline, the Merchant must contact Tennpercent, via email at support@Tennpercent.com, who will contact the consumer to make arrangements with the consumer.
12.3 Damage, loss and/or theft of packages
It is the responsibility of the Merchant to ship a quality product to the consumer. In addition, the Merchant must ensure that the product is packaged in such a way as to prevent damage during shipping. In the event of damage during shipment, the Merchant will be responsible for all costs.
A consumer may claim they have not received an item when the estimated shipping deadline has passed. It will be the responsibility of the Merchant to follow up with the carrier of the package to locate the package. If the package is not found, the Merchant is responsible for compensating the consumer, either by replacing the order or refunding the full amount paid. The Merchant may not exempt himself from his responsibility to the consumer by invoking the fault of the carrier and will have to undertake the steps to obtain compensation from the carrier, if necessary.
In no event shall Tennpercent be liable for the loss, theft, or destruction of a package. It is the responsibility of the Merchant to provide proof to Tennpercent that the package has been delivered to the consumer.
13. CUSTOMER SERVICE
Tennpercent’s mission is to provide outstanding service to consumers. In order to provide optimal customer service, Merchant must agree to:
- Resolve disputes and disagreements with consumers
- Respond to consumers in a timely manner
- Manage exchange and refund requests as provided for in the Exchange and Refund Policy established by it within the parameters of Section 14 of the Agreement
- Honor stipulated warranties if any
13.1 Product Quality and Customer Service Standards
The quality of products offered to consumers on the Tennpercent platform is of paramount importance to Tennpercent.
14. EXCHANGE AND REFUND POLICY
14.1 Exchange and Refund Policy
At the time of posting its product or service on the Tennpercent platform, the Merchant shall establish its exchange and refund policy for that product. This policy will be posted on the Tennpercent platform.
Merchant shall select the parameters of its exchange and refund policy from the following options:
– Refund (3 choices):
o None
o 14 days *
o 30 days *
– Exchange (3 choices):
o None
o 14 days *
o 30 days *
– Exemptions (2 choices):
o Product on sale
o Final sale product
– Refund of shipping costs to the consumer (2 choices) :
o Yes
o No
– Return label at Merchant’s expense (2 choices) :
o Yes
o No
*The time limit starts from the date of receipt of the product by the consumer and applies to all orders placed on the Tennpercent platform (without exception).
14.2 Procedure for a return with refund
If the Merchant’s exchange and refund policy allow, a consumer may return a product for a refund. Once the Merchant accepts the refund request, it is the Merchant’s responsibility to confirm via email to retour@Tennpercent.com when it has received the product in order for Tennpercent to process the refund to the consumer. Tennpercent reserves the right to charge a fee for the refund if the refund results from an error or negligence on the part of the Merchant.
If, after ten (10) days of the acceptance of the refund request by the Merchant, Tennpercent has not yet received an email confirmation from the Merchant, the Merchant shall be deemed to have received the returned product, and the consumer shall be refunded immediately. The amount will be deducted from the next payment made to the Merchant. Tennpercent reserves the right to charge a fee for the refund if the refund results from an error or negligence on the part of the Merchant.
If the refund is made following termination of the Agreement with Tennpercent and the last payment due to Merchant has been made, Tennpercent will invoice Merchant for refund and return fees in accordance with Merchant’s exchange and refund policy within thirty (30) days of receipt of such invoice. Tennpercent reserves the right to charge a fee for the refund if the refund results from the Merchant’s error or negligence.
15. INDEMNIFICATION
Merchant shall indemnify and hold Tennpercent harmless from and against any actions, causes of action, demands or claims, including fees and disbursements, both judicial and extra-judicial, lawful and reasonable, whether or not based on the cause of action, made by any consumer or third party, arising out of or in connection with its products, use of the Tennpercent platform or breach of this Agreement, or a violation by it of any applicable law or any rights of a third party, including, but not limited to, any infringement of intellectual property owned by a third party.
16. LIMITATION OF LIABILITY
Merchant shall maintain the confidentiality of its user ID and password and shall be solely responsible for all actions taken under its user ID. Merchant shall immediately notify Tennpercent of any unauthorized use of its username and password and of any breach of security.
Tennpercent shall not be liable for any damages resulting from technical causes, in particular the unavailability of the Tennpercent platform for any reason whatsoever, and any defect in the operation of the platform, including but not limited to direct or indirect damages, such as direct or indirect financial loss, loss of profit, or problems of any kind, which may result from the use of, or inability to use, the Tennpercent platform.
17. GENERAL PROVISIONS
17.1 Applicable law and jurisdiction
The validity, interpretation, and performance of this Agreement and all related documents, contracts, and agreements shall be governed by the laws in force in the province of Quebec and the laws of Canada applicable therein. The parties agree that any legal proceedings that may be instituted by either of them in connection with this Agreement shall be instituted before the court having jurisdiction in the judicial district of Montreal.
17.2 Entire Agreement
This Agreement constitutes a full, true, and complete reproduction of the Agreement between the parties with respect to this Agreement and supersedes any prior agreement to the same effect, the parties waiving all discussions and negotiations preceding the execution thereof.
17.3 Scope of Agreement and Assignment
This Agreement shall be binding upon the parties hereto and their respective successors, heirs, permitted assigns, and assigns-in-interest. Merchant’s rights and obligations hereunder may not be assigned without the written consent of Tennpercent.
17.4 Severability of Provisions
The invalidity of any provision hereof shall not affect the validity of the remaining provisions. If for any reason one or more of the covenants or provisions hereof shall be held invalid or unenforceable, in whole or in part, it shall not be deemed to affect or impair the validity or enforceability of any other covenant or provision hereof.
17.5 No Waiver of Rights
The failure of any party hereto to insist upon full performance of any of the covenants contained herein or to exercise any of its rights hereunder shall not be deemed to be a waiver of any such right or performance in the future. Unless otherwise provided, any waiver by either party hereto of any of its rights shall be effective only when in writing, and any such waiver shall be attributable only to the rights and circumstances expressly covered by such waiver.
17.6 Interpretation
The headings and sub-headings inserted herein and in the Schedules here to have been inserted solely for convenience of reference and shall not be construed as meaningless.
SCHEDULE A
CHART OF STANDARD ADMINISTRATIVE AMOUNTS AND FEES* (A)
Chart #2
| Charity Amount => on order amount (quantity x product price) | 10% |
| Tennpercent administrative fee=> on order amount (quantity x product price) + shipping cost | 13% |
*This chart is subject to change.
See Table #1 in section 10.3 for an example of the calculation