Aarhus Makers Partnership Agreement

 

1 INTRODUCTION

1.1 Aarhus Makers is a collective webshop and offline community for Artists, Craftsmen, Designers and Creatives (“Makers”) based in Aarhus Municipality - standing stronger together, to promote and increase sales of original art, artisan products and creative services (“Products”). Aarhus Makers is inspired by the cooperative movement.

 

1.2 The goal is to create a sustainable organization where local Makers can increase their individual visibility and sales, through joint effort, skill-sharing by collaborating and working together.

 

1.3 Aarhus Makers offers local Makers to enter into a partnership with us (“Partner”). The Partners is offered the possibility to showcase themselves on the Marketplace, which makes it easier for customers to discover the Partners - in short, it is a way to be seen and to sell your unique products. In addition, you become a part of a community of makers that support each other by sharing resources, skills and experience.

 

1.4 Aarhus Makers offers Partners the possibility to sell their Products via an online marketplace at www.aarhusmakers.com (“the Marketplace”). The Marketplace is exclusively reserved for the selling of Products manufactured by Partners with a base in Aarhus Municipality

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2 PARTNERSHIP

2.1 Any natural or legal entity meeting the following conditions can apply to become a Partner

of Aarhus Makers:

 

a) The Partner must be at least 18 year. If the Partner is a legal entity the person signing for the Partner warrants and represents that, he/she has the authority to enter into binding agreements for the Partner.

b) The Partner or his/her business has to have their principal office in Aarhus municipality. The board of directors can, in its own discretion, make exceptions if the Partner has a connection to Aarhus.

c) The Partner has to be a Maker which offers Products that can be sold via the Platform.

 

2.2 Applications can be send to: hello@aarhusmakers.com. The application must contain a short description of you and the products you offer for sale on the Platform. The board of directors can ask that you provide additional information.

 

2.3 The board of directors (direktionen) will, in its own discretion, decide if an application to

become a Partner is granted or not. Typically, we will revert to you within 14 days.

 

2.4 As a Partner you undertake to comply with this agreement, the Terms and to uphold high ethical standards that lives up to the guidelines of Aarhus Makers and the “principles” of Aarhus Makers.

 

2.5 The partnership grants you the right to offer your Products for sale on the Marketplace

and to be part of the community around .

 

3 FEES

 

3.1 For the services offered under clause 3 the Partner pays a annual service fee to Aarhus Makers in the amount of DKK 1.500 excl. VATS. The Partner can opt to pay the service fee biannually. The service fee is due the 1st of march each year or 1st of march and 1st of September each year if paid biannually.

3.2 The Service Fee covers all annual costs associated with registering the partner as a Partner, setting up the Partners Products on the Marketplace and to “introduce” the Partner into the community.

3.3 Due to the nature of the Service Fee is it nonrefundable and there will be no refunds if the

partnership is terminated, regardless of the reason for termination.

3.4 Additional fees applies when selling on the Marketplace, cfr. the Terms.

3.5 Partners that is active in growing the community or Partners that in any other capacity helps the community and Aarhus Makers to thrive may be offered special discounts or other advantages. Such advantages are allotted discretionary.

 

4 OBLIGATIONS

 

4.1 Partner undertakes to be an active part of the community around Aarhus Makers and to take his/her best efforts to treat other partners, Aarhus Makers, customers and other third parties with respect.

 

4.2 Additionally the Partner undertakes to live up to the obligations set forth in the terms and conditions for Aarhus Makers as represented on [link], including any policies found on [link] (“the Terms”).

 

4.3 Aarhus Makers expect the Partner to deliver a professional and prompt service to the persons using the Marketplace to buy Products (“Buyers”). As such Partner is expected to answer any reasonable inquiries from Buyers in a professional manner.

 

4.4 Aarhus Makers monitors customer satisfaction. If a Partner has low customer satisfaction or if Aarhus Makers repeatedly, or in severe cases once, receives complaints from Buyers regarding a Partners handling of Buyers Aarhus Makers can terminate the Agreement according to clause (7).

 

4.5 Aarhus Makers expects that the Partner is an active part of the online and offline community surrounding Aarhus Makers. Aarhus Makers will frequently ask Partners to participate in activities, fairs, marketing or other efforts to market Aarhus Makers, the Partners and the Platform or to promote cooperation or skill building between the Partners.

 

4.6 It is mandatory for Partners to participate in the yearly partner meeting.

 

5 PARTNER MEETING AND ADVISORY BOARD

 

5.1 Aarhus Makers hosts a annual partner meeting, where Partners and Aarhus Makers will discuss a fixed agenda regarding the day to day affairs of Aarhus Makers, Aarhus Makers strategy and other issues relevant for the Partners.

 

5.2 Aarhus Makers wants the Partners undertake an active role in the day to day affairs of Aarhus Makers and in the overall planning. As such there will be elected an advisory board on the yearly partner meeting consisting of 3-5 Partners and 2 members elected by Aarhus Makers.

 

5.3 The role of the advisory board is to advise and spar with Aarhus Makers regarding strategy and also to provide Aarhus Makers with feedback regarding ways to improve the marketplace and the community. The advisory board is expected to meet 4 times a year. Aarhus Makers will serve as “secretary” for the advisory board.

 

6 ELECTRONIC COMMUNICATION

 

6.1 You consent to receive communications from us by email. All important information regarding Aarhus Makers and the Marketplace is sent to you via email. You agree that all agreements, notices, disclosures and other information that we provide to you by e-mail satisfy any legal requirement that such communications be in writing. Please make sure that you check your email often.

 

7 INSURANCE

 

7.1 The Partner shall, at its own expense, maintain product liability insurance coverage, through the term of this agreement and for a period of two (2) years thereafter, for a reasonable amount. Partner will provide a certificate of insurance to Aarhus Makers upon request. Aarhus Makers shall be covered as an additional insured on Partners product liability policy.

 

8 DISTRIBUTION OF PROFITS

 

8.1 Each year Aarhus Makers will distribute 20 % of the previous years EBIT to the Partners,

where 10 % is based on sales and 10 % is bases on soft criteria.

 

8.2 15 % of the EBIT is distributed according to a plan of distribution based on each Partners

sale on the Marketplace in the respective calendar year.

 

8.3 The remaining 10 % is distributed, by the board of directors discretion, to Partners based on “soft criteria” like engagement in Aarhus Makers, activity in the community or as “working grants” to Partners.

 

8.4 In the calendar year 2018 all profits will be divided evenly between all Partners who have

generated sale on the Marketplace.

 

9 TERM AND TERMINATION

 

9.1 Either party may by written notice terminate this agreement at any time without any liability to pay compensation therefor if the other party is in breach of any material term or obligation of this agreement or the Terms and has not remedied such breach within ten (10) days of the date of a written notice requesting it to do so.

 

9.2 Aarhus Makers may terminate this agreement immediately by notice in writing without

liability to pay compensation therefor if:

 

i. the Partner fails to maintain an satisfactory customer satisfaction or Aarhus Makers receives complaints as mentioned in clause 4.4;

ii. the Partner no longer is based in Aarhus without prior written consent from Aarhus makers

iii. the Partner shall fail to pay in full on the due date for any amount owed to Aarhus Makers, including services fees and commission, iv. the Partner fails to live up to the ethical standards that Aarhus Makers is

based upon.

 

9.3 The Parties can mutually terminate this agreement with a prior notice of 6 months to the

end of a month.

 

9.4 In case of termination the Partner is no longer considered a Partner of Aarhus Makers. As such the Partners access to the Marketplace and participation in the community is cancelled on the effective date.

 

10 CLAUSE OF ARBITRATION AND VENUE

 

10.1 This Agreement is solely and exclusively governed and construed in accordance with the

laws of the Kingdom of Denmark.

 

10.2 Any dispute arising out of or in connection with this Agreement, including any disputes regarding the existence, validity or termination thereof, shall be settled by the Courts of Denmark with the Court of Aarhus as proper venue.

 

10.2.1 The language to be used in the proceedings shall be Danish, unless the Parties agree otherwise.