Warp Industries: The legal entity Warp Industries BV, with its registered office at Molengraaffsingel 12 in Delft with Chamber of Commerce number: 48335458, represented by Thijs de Vries
Company X: The legal entity for who this agreement is made.
- Warp Industries was founded in 2017. Warp Industries develops software for the production and display of interactive 360 degree video (hereinafter called: the platform) and has also developed Warp VR mobile apps for this purpose.
- Company X wants to enter into a cooperation with Warp Industries to acquire more customers for the platform.
- Company X will do its utmost to acquire more customers for the platform.
- The parties wish to lay down the basic principles and agreements regarding their cooperation below.
Have agreed as follows:
Article 1. Nature of the agreement
1.1 The key performance of Company X in the context of the cooperation is aimed at the complete acquisition of new customers and comprises: conceptualising and providing training at its own risk and expense, providing audio/visual support, providing improvement and support in terms of content, handling questions and complaints, offline marketing of training, etc.
1.2 The key performance of Warp Industries within the framework of the agreement comprises: acting as a technology provider at its own risk and expense and making all necessary knowledge, software, mobile apps available via the online platform, data costs, providing support to customers, keeping sales records and paying Company X.
1.3 Both parties are primarily responsible for carrying out their own tasks within the cooperation.
Article 2. Term
2.1 The cooperation will initially be entered into for an indefinite period.
Article 3. Commission
3.1 Warp Industries may, stating reasons, refuse a customer and will assess whether Company X has performed the entire acquisition for each customer. If a customer is rejected or Company X is rejected as the party that has performed the entire acquisition, Warp Industries will inform the customer, at the latest within 1 month after the subscription of the customer has or has not started. Warp Industries' opinion herein is binding.
3.2 For each accepted customer who uses Warp Studio and the Warp VR mobile apps and for which Company X has performed the acquisition, Company X will receive a 20% commission on the subscription amount that Warp Industries receives from this customer for a maximum period of 2 years from the first date that the subscription of this customer has started.
3.3 If the subscription amount of this customer is increased during this 2-year period, Company X will also receive a 20% commission on this increase during the period as mentioned in 3.2.
3.4 Company X will not receive any commission on customers who have been a Warp Studio customer in the past 6 months.
3.5 Warp Industries will pay out the commission at the end of each quarter provided that a minimum amount of €100 excluding VAT is then payable. If the minimum amount is not achieved, Warp Industries will try to pay out again 3 months later.
3.6 Warp Industries determines the marketing strategy and pricing of its platform.
3.7 Company X is entitled to require insight into, but not the surrender of, the records of Warp Industries. Company X may, at its expense, be assisted by an expert, accepted by Warp Industries or, in the event of rejection, appointed by the president of the competent District Court at the request of Company X.
Article 4. Confidentiality and intellectual property rights
4.1 Both parties will maintain confidentiality towards third parties regarding the business operations and finances of both parties as well as what has been agreed in this agreement.
4.2 After termination of the agreement, both parties will maintain confidentiality regarding the content of this agreement, the finances of both parties and all other confidential information.
4.3 Warp Industries acquires the right from Company X to use service trade name(s) and logo(s) as well as a short description of the cooperation for marketing and sales purposes.
Article 5. Force majeure
5.1 If either of the parties cannot fulfil its obligations under this agreement as a result of circumstances that cannot be attributed to it, this party shall notify the other party of the force majeure as soon as possible.
5.2 If the situation of force majeure persists for more than 6 months, the other party has the right, without judicial intervention, to terminate the agreement with immediate effect.
Article 6. Liability
6.1 Each party is only liable for its own share in the cooperation. Company X indemnifies Warp Industries against third-party claims and liability for (shortcomings in) its own share in the cooperation.
6.2 Warp Industries accepts no liability for risks and damages arising from delivery and use of the platform.
6.3 Warp Industries has a best-efforts obligation with regard to its services, including the availability and quality of the platform, software licences (live, player, mobile), hosting capacity, software engineers, further development, support, project management, etc. Liability is limited in accordance with the general terms and conditions of Warp Industries. By signing this agreement, Company X declares that it has received and taken note of the general terms and conditions and agrees thereto.
Article 7. Termination of the agreement
7.1 The parties may terminate this agreement at any time with immediate effect by registered letter.
7.2 Upon termination of this agreement, the parties will immediately return, transfer or declare that the following data and information have been destroyed:
- all documents, memorandums, business plans and other data provided by the other party, and all copies thereof, stored in any form;
- all notes used in the preparation of the information provided by the other party, as well as all notes taken;
7.3 Upon termination of this agreement, Company X will be entitled to a monthly fee in accordance with Articles 3.1 and 3.2 for all customers who have been customers for less than 2 years until such customers have been a customer for 2 years.
Article 8. Changes
8.1 This agreement can only be changed or supplemented by means of a written statement signed by both parties.
Article 9. Final provisions
9.1 In the event of any breach or non-performance of any provision of this agreement by Company X, Company X will owe an immediately payable penalty of €5,000 for each incident/infringement and a penalty of €250 for each day the breach continues with a maximum of €15,000, without prejudice to its right to claim compensation in full.
9.2 This agreement is expressly considered not to be an agency agreement (as described in Section 428 et seq. of Book 7 of the Dutch Civil Code). Company X waives any compensation after the termination of this agreement other than the amount set out in Article 3.
9.3 Warp Industries will be responsible for the processing of personal data. To the extent that Company X is given access to personal data, Company X will also be fully and independently responsible for the processing of such personal data. Company X declares that it complies with all relevant laws and regulations.
9.4 This agreement is governed exclusively by Dutch law. Any disputes arising from the cooperation to which this agreement relates will, at the choice of either party, be settled by arbitration award or court ruling.
9.5 If arbitration is chosen, the president of the District Court in the district where Warp Industries has its registered office will be requested to appoint a qualified arbitrator.
9.6 The above provision does not prejudice the right of the parties (in the event of urgent matters requiring preliminary relief) to apply to the competent District Court in the district where Warp Industries has its registered office.