Terms of Use

Buyer General Terms of Use

The following General Terms of Use are issued by Covento, a company duly existing and organized under the laws of Denmark, having its registered office at Hedeager 42, 8200 Aarhus N, Denmark, registered with the Commercial and Companies Registry of Denmark under number 43186655.

Covento may be contacted for question regarding these General Terms of Use at buyer-support@covento.com.

1 Introduction

Access to Covento online marketplace (the “Marketplace”) is reserved for registered users only.

By registering on the Marketplace you as a company on behalf of which you are registering (the “Buyer”) agree to be bound by these General Terms of Use and the Privacy Notice (click here to read).

If you do not wish to accept these General Terms of Use, you must not register on the Marketplace and not use the Marketplace.

Any legal or natural person, acting under the Buyer’s authority or on its behalf and who accesses the Marketplace, shall be deemed to have read, understood and accepted these General Terms of Use.

These General Terms of Use are accepted by clicking on the "I agree to the General Terms of Use" button in the Enrolment Section of the Marketplace.

Sales made through the Marketplace are governed by the General Conditions of Sale.

Covento is acting as a commission agent for the Suppliers on the Marketplace. This means that Covento will be your contracting party for the purchases made on the Marketplace. However, orders will be fulfilled by the applicable Supplier, and questions and request will be directed via the Marketplace to the applicable Supplier. However, as your contracting Party Covento is responsible for the fulfilment of the orders on the Marketplace in compliance with these General Terms of Use and the General Conditions for Sale.

2 Definitions

General Terms of Use means this document.

Applicable Law means requirements of jurisdictional laws, regulations, ordinances, and administration orders and rules of the countries in which the Product is produced, sold and delivered.

Buyer Profile Account means the Buyer profile on the Marketplace.

Confidential Information means all non-public information or material disclosed or provided by one Party to the other, in any form or media including orally or in writing, data, documents, strategy, relationships with third parties or any other form, relating to the disclosing Party or any Affiliate.

Effective Date means the date on which the Buyer accepts these General Terms of Use by clicking on the I agree to the General Terms of Use button in the Enrolment Section.

Enrolment Section means the enrolment section on the Marketplace to be completed by the Buyer to set up the Buyer Profile Account.

General Condition of Sales means the terms and conditions of sales applicable to all Products sold on the Marketplace.

Intellectual Property Rights means any intellectual property right, whether registered or not, including but not limited to trademarks, designs, patents, utility models, copyright, database rights, data, website, domain names, corporate names, trade names, trade dress, service marks, software, firmware, trade secrets, know how, drawings, logos, plans, prototypes, processes, methods, algorithms, and any and all other intangible protectable proprietary information that is legally recognized.

Marketplace means the Covento ecommerce marketplace at www.covento.com

Product means the product offered for sale on the Marketplace.

Product Listings means Products details listed on the Marketplace.

Supplier means the entity who markets the Products on the Marketplace.

Supplier Marketplace Profile means the Supplier profile on the Marketplace.

3 Enrolment on the Marketplace

Enrolment

The Buyer will provide the information requested on the Enrolment Section and the Buyer Profile Account and commits to update such information promptly in case of changes.

The Buyer warrants that it has the authority to agree to these General Terms of Use and to perform the acts required. It warrants that these General Terms of Use will not violate any other agreement to which it is otherwise a party, or any other obligation it has.

Protection of Buyer Profile Account

The Buyer agrees to secure its login and password used to establish and access its Buyer Profile Account and not to disclose it to any third party.

In case of loss, misappropriation or fraudulent use of the Buyer’s login and/or password, the Buyer shall notify Covento without delay and request a different login and/or password, that Covento shall provide promptly.

Notices

All notices shall be sent to buyer-support@covento.com

4 Buyer use of the Marketplace

Compliance with these Terms

The Buyer will at all time comply with these General Terms of Use and the applicable guidelines and policies on Marketplace.

Inappropriate conduct

The Buyer is prohibited from posting or transmitting to or from the Marketplace any material:

- which is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite to racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience;

- for which it has not obtained all necessary licenses and/or approvals;

- which constitutes or encourages conduct that could be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the Applicable Law or infringe the rights of any third party, in any country in the world;

- which is technically harmful (including without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).

5 Intellectual Property Rights

The use of the Marketplace shall give the Buyer no right to any Intellectual Property Rights whatsoever on the Marketplace.

6 Indemnity

The Buyer is solely responsible for its use of the Marketplace, and undertakes to guarantee at first request, to indemnify and to hold Covento harmless for any damage, loss, or loss of profit that Covento may suffer if it is held responsible by a third party as a result of an action connected to the use of the Marketplace by the Buyer.

7 Limitation of liability

Covento shall not:

- Be liable towards the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of production or for any indirect or consequential loss arising under or in connection with the use of the Marketplace.

- Be held responsible for the content made available on the Marketplace by Buyers or Suppliers. Covento shall not at any time be deemed liable for any inaccurate, incomplete, misleading or deceptive information provided by the Supplier.

- All information regarding the Products, the Product Listing or the Supplier Marketplace Profile are provided by the Supplier

Covento does not warrant that the use of the Marketplace by the Buyer will be without risk and more particularly Covento shall not be responsible for any electronic virus or viruses that may be associated with the use of the Marketplace by the Buyer.

The functionality provided on the Marketplace shall not be considered as an archive by the Buyer. The Buyer is solely responsible for maintaining independent archival and backup copies of all information.

8 Service access

Covento shall not be liable for any indirect, incidental, consequential, special or punitive damages of any kind or nature whatsoever (including lost profits or revenues, or harm to business).

Covento will endeavor to make the Marketplace available twenty four (24) hours a day. Nevertheless, it shall not be liable for any reason if the Marketplace is unavailable at any time or for any period.

Access to the Marketplace may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for any reason beyond Covento’s control.

9 Data Protection

The Parties undertakes to comply fully and at all time with all data protection laws and regulations applicable when controlling or processing any personal data (as defined under Applicable Law) under these General Terms of Use, including where applicable Regulation (EU) 2016/679 of the European parliament and of the council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

By accepting these Terms of Use, you also agree to Covento’s Privacy Notice.

10 Modifications to these General Terms of Use

Covento reserves the right to revise or modify these General Terms of Use at any time. Any modification will be notified in advance.

The latest version shall apply.

Access to and use of the Marketplace by the Buyer after the entry into force of the updated version of the General Terms of Use shall constitute acceptance.

11 Suspension, termination of access and deletion of profile

Covento may, at its sole discretion, suspend or terminate the Buyer’s access to the Marketplace, including deleting the Buyer Profile Account,

- with a fourteen (14) day notice, if the Buyer has shared or misappropriated its login and/or password without notifying Covento; or

- without notice in case of inappropriate conduct on the Marketplace in accordance with Article 4, fraudulent conduct, or breach of any other term of these General Terms of Use or if the Buyer is insolvent or is otherwise unable to pay the invoices due.

12 Force Majeure

Covento shall not be held liable for the harmful consequences of an event of Force majeure including, but no limited to, fire, flood, war, embargo, strike, riot, act of God, act of government authorities, laws or regulations. Covento shall make every reasonable effort to limit the duration and consequences of the event.

If the event is only temporary, Covento’s obligations will be suspended until the situation is restored to normal. However, if the duration of the impossibility of performance is greater than forty-five (45) days, Covento shall be deemed excused from its obligations and may suspend or terminate all access and operations affected by the Force Majeure.

13 Applicable Law

These General Terms of Use are governed by, interpreted and construed exclusively in accordance with Danish law (however expressly excluding in full the United Nations’ Convention on the International Sales of Goods “CISG”).

Any dispute arising out of or in connection with these General Terms of Use , including any disputes regarding the negotiation, existence, validity or termination thereof, which is not settled by negotiation within thirty (30) days of the first notification of the dispute, (or such longer period as the parties may agree), shall be settled by arbitration administrated by The Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced.

The place of arbitration shall be Copenhagen, Denmark. The arbitral tribunal shall be composed of 3 arbitrators. The arbitrators shall be appointed in accordance with the above arbitration rules. The language of the arbitration shall be English, unless otherwise agreed between the Parties. Any information and material relating to the arbitration and all aspects of the arbitration, including but not limited to its existence and the award, shall be treated as Confidential Information under these General Terms of Use.

14 Survival

If any provision of these General Terms of Use is held illegal, invalid or unenforceable in whole or in part in any jurisdiction, this shall not affect the validity or enforceability in that jurisdiction of any other provision of these General Terms of Use or the validity or enforceability of that provision or any other provision in any other jurisdiction.

15 Language and interpretation

The General Terms of Use has originally been drafted in English.

As a consequence, only the English version shall be binding upon the Parties.

Supplier General Terms of Use

The following General Terms of Use are issued by Covento, a company duly existing and organized under the laws of Denmark, having its registered office at Hedeager 42, Aarhus N, Denmark, registered with the Commercial and Companies Registry of Denmark under number 43186655

Covento may be contacted for question regarding these General Terms of Use at info@covento.com

1 Introduction

Access to the Covento online marketplace (the “Marketplace”) is reserved for registered users only.

By registering on the Marketplace, you as a company on behalf of which you are registering (the “Supplier”) shall be bound by these General Terms of Use and the Privacy and Cookie Policy (click here to read).

If you do not wish to accept these General Terms of Use, you must not register on the Marketplace and not use the Marketplace.

Prior to being allowed to list Products on the Marketplace, all Suppliers will be evaluated by Covento and its partners. The Supplier is expected to provide all information necessary for Covento and partners designated by Covento to achieve this evaluation. If the Supplier does not provide the necessary information, it will not be granted access to the Marketplace.

Any legal or natural person, acting under the Supplier’s authority or on its behalf and who accesses the Marketplace, shall be deemed to have read, understood and accepted these General Terms of Use.

These General Terms of Use are accepted by clicking on the "I agree to the General Terms of Use" button in the Enrolment Section of the Marketplace.

Sales made through the Marketplace are governed by the General Conditions of Sale, which are accepted by the Buyers when creating the Buyer Profile Account.

2 Definitions

General Terms of Use means these conditions.

Anti-Bribery Laws has the meaning referred to in Article 12.

Applicable Law means requirements of jurisdictional laws, regulations, ordinances, and administration orders and rules of the countries in which the Product is produced, sold and delivered.

Buyer Profile Account means the Buyer profile on the Marketplace.

Effective Date means the date on which the Supplier accepts these General Terms of Use by clicking on the [“I agree to the General Terms of Use”] button in the Enrolment Section.

Enrolment Section means the enrolment section on the Marketplace to be completed by the Supplier to set up the Supplier Profile Account.

Extended Warranty means a warranty period longer than twelve (12) months as offered by a Supplier on a Product and mentioned on the Product Listing.

General Condition of Sales means the terms and conditions of sales applicable to all Products sold on the Marketplace.

Marketplace means the Covento ecommerce marketplace at www.covento.com

Product(s) means the product(s) that the Supplier intends to sell on the Marketplace.

Product Listing means the product page on which appears the Product’s sales offer including all information, images, videos, text, Product descriptions, created by the Supplier and displayed on the Marketplace.

Supplier is a Product’s manufacturer or distributor.

Supplier Marketplace Profile means the Supplier profile on the Marketplace.

3 Registration on the Marketplace

The Supplier will provide the information requested on the Enrolment Section and the Supplier Profile Account and commits to update such information promptly in case of changes.

As part of your enrolment in the Marketplace, you agree to pay a monthly fee to Covento. The amount of the monthly fee is twenty-four ninety-nine euros (24,99€), for each national shop created on Covento.

The Supplier warrants that it has the authority to agree to these General Terms of Use and to perform the acts required. It warrants that these General Terms of Use will not violate any other agreement to which it is otherwise a party, or any other obligation it has.

The Supplier will comply with the applicable rules and guidelines of the Marketplace at all time.

The Supplier agrees to secure the password used to establish and access its Supplier Profile Account and not to disclose it to any third party.

In case of loss, misappropriation or fraudulent use of its login and/or password, the Supplier shall notify Covento without delay.

4 Product Listings

The Supplier will create Product Listings via the Marketplace for all Products it intends to offer for sale on the Marketplace.

Products will be sold with Covento as seller of record according to the Commission Agent Agreement. All Products will be sold under the General Conditions of Sale. Suppliers may offer specific conditions on Products such as an Extended Warranty. Said conditions shall appear on the Product Listing.

All Product Listings shall comply with the requirements in these General Term of Use and the specifications and policies posted on the Marketplace (including the Product Listing Policy).

All Product Listings must fall within the approved Product Categories unless otherwise agreed with Covento.

The Supplier acknowledges that Covento may reject, remove, suspend, modify or censor any Product Listing for any reason, at Covento's sole discretion, without any liability.

The Supplier warrants that all information in the Product Listings are accurate, complete, current, and is not misleading or deceptive in any manner. The Supplier is responsible for continuously updating its Product Listings to ensure the Product Listings and related inventories are, at all times, accurate.

The Supplier is prohibited from listing Products on the Marketplace thate are dual-use items listed in Annex IV of the Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items.

5 Buyer claims on the Marketplace

Covento will receive all Buyer requests for cancellations, returns and refunds etc. on the Marketplace.

Then, Buyer claims will be communicated to the Supplier through a dedicated tab on its Product Listing or on the Supplier Marketplace Profile.

The Supplier shall be solely responsible for processing all Buyer inquiries relating to the Products.

The Supplier will also be solely responsible for the preparation, execution and follow-up of any Product recalls.

All Product returns will be sent from the Buyer to the Supplier. Upon request, Supplier will provide an address for the return of Products, and receive the Products returned by the Buyer.

Supplier will handle Buyer claims within a reasonable time and with all usual care, skill and forethought.

As a last resort, and only if the Supplier demonstrates that it is unable to deal with the Buyer's claim due to dissolution, bankruptcy, insolvency or an event of Force Majeure, Covento will process the Buyer’s claim.

In this case, the Supplier will remain liable to Covento and will have to indemnify it for the reasonable expenses and procedures it has carried out on its behalf.

6 Intellectual Property Rights

Use of the Marketplace shall grand the Supplier no specific right to Covento’s Intellectual Property Rights. In particular, the Supplier shall not copy, extract or reuse whole or part of the database of the Marketplace, including the content thereof.

The Supplier further undertakes that neither the Products nor the Product Listing shall use, incorporate or refer to any Intellectual Property Rights of Covento.

7 Indemnity

The Supplier guarantees Covento against any action or claim that could be directed against it by one or more third parties connecting to its use of the Marketplace, including but not limited to Product Listings, including information and content and the sale of Products.

In case of a third party claim against Covento for a cause relating to the Products, Covento shall immediately inform the Supplier, which undertakes to intervene voluntarily and without delay in the proceedings or, if necessary, to take the necessary measures to settle the conflict with the third party.

The Supplier will defend, indemnify and hold harmless Covento from and against (a) damages, causes of action, costs, losses and expenses and/or (b) all third party claims, whether actual or alleged, in both instances arising out of or relating to the use of the Marketplace and / or the sale of the Products, including but not limited to breach of the terms of these General Terms of Use, death or injury to any person, damage to any property, or any other damage or loss.

8 Limitation of liability

Covento does not warrant that the use of the Marketplace by the Supplier will be without risk and more particularly Covento shall not be responsible for any electronic virus or viruses that may be associated with the use of the Marketplace by the Supplier.

The Marketplace shall not be considered as an archive by the Supplier. The Supplier is solely responsible for maintaining independent archival and backup copies of all information relevant to its activity or the sale of Products via the Marketplace.

Except for third party claims for infringement of intellectual property, in cases of death or personal injury or in cases of gross negligence or willful misconduct, neither Covento nor the Supplier shall be liable for any indirect, incidental, consequential, special or punitive damages of any kind or nature whatsoever (including lost profits or revenues or harm to business).

Covento shall limit its total liability towards Buyers for the Products in the General Conditions of Sale, at the least mirroring the above.

9 Service access

Access to the Marketplace may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for any reason beyond Covento’s control.

10 Data Protection

Covento and Supplier undertake to comply fully and at all time with all data protection laws and regulations applicable when controlling or processing any personal data (as defined under Applicable Law) under these General Terms of Use, including where applicable Regulation (EU) 2016/679 of the European parliament and of the council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

By accepting these Terms of Use, you also agree to Covento’s Privacy Policy.

11 Visitor Material and conduct

The Supplier is prohibited from posting or transmitting to or from the Marketplace any material:

- which is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience;

- for which it has not obtained all necessary licences and/or approvals;

- which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the Applicable Law or infringe the rights of any third party, in any country in the world;

- which is technically harmful (including without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data.

In addition, the Supplier undertakes not to make available to Buyers a link to its personal website on its Supplier Marketplace Profile.

12 Anti-Corruption Laws

(a) Each Party shall comply with the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions as well as all applicable national and local anti-bribery laws (collectively, the "Anti-Bribery Laws").

(b) Each Party represents and warrants that no person acting on its behalf will offer, promise, make, accept, solicit, authorize or provide, directly or indirectly, payments, gifts or anything of value to any person, legal or natural (or to any intermediary of such person) for the purpose of corruptly or improperly influencing or rewarding any action, inaction or decision of such person, or for the purpose of obtaining or retaining business or obtaining an improper business advantage.

(c) Covento may immediately terminate access to the Marketplace, in its sole discretion and without notice, if the other Party’s acts or omissions are under investigation for potential violation of the Anti-Bribery Laws. In addition, the Supplier understands that if Covento determines that the former has failed to comply with the provisions of any Applicable Law, including the Anti-Bribery Laws, Covento may immediately terminate Buyer’s access to the Marketplace, and any performance due hereunder, at its sole discretion and without notice.

(d) Each Party warrants that all persons acting on its behalf will comply with all Applicable Laws in connection with all activities under these General Terms of Use, including Anti-Bribery Laws, if any, in force in the country or countries in which such Party has its principal place of business.

(e) Each Party further warrants and represents that if it becomes aware of or has reason to suspect a breach of the covenants in this Article, it will immediately notify the other Party.

13 Code of Conduct

The current version of Covento’s Business Partner Code of Conduct is set out in Appendix A. Covento’s Business Partner Code of Conduct is updated by Covento from time to time and will be available on www.vestas.com (“Code of Conduct”). By agreeing to these General Terms of Use, the Supplier confirms that it complies with all requirements in the areas set out in the latest version of the Code of Conduct.

The Supplier shall maintain appropriate documentation to demonstrate compliance with the requirements of the Code of Conduct and relevant legislation. Documentation must be made available to Covento upon request.

Further, as part of Covento’s goal to ensure general improvement of the Marketplace, Covento requires the Supplier to commit to continuous improvements in all areas listed in the Code of Conduct.

14 Modifications to these General Terms of Use

Covento reserves the right to revise or modify these General Terms of Use at any time. Any modification will be notified to the Supplier at least one (1) week in in advance.

The Supplier will accept the new conditions by clicking on the I accept button on the Marketplace.

The latest version shall apply.

Access to and use of the Marketplace by the Supplier after the entry into force of the updated version of the General Terms of Use will not be possible without its acceptance

15 Termination

Covento may terminate access to the Marketplace or suspend the Supplier access to the Marketplace immediately and without notice if Covento determines at its discretion that the Supplier has:

- breached any term of these General Terms of Use,

- acted fraudulently or with bad intent, or

- is insolvent.

In case of termination, Covento shall have the right to cancel all open Buyers’ orders for the Supplier’s Products, and to remove all of the Supplier’s Product Listings from the Marketplace.

16 Force Majeure

17 Disputes and choice of law

18 Completeness

These General Terms of Use and the Commission Agent Agreement constitute the complete and entire agreement between the Parties with regards to the subject matter hereof. It amends, replaces and supersedes all previous agreements, provisions and undertakings with respect to the subject matter hereof.

19 Assignment

Neither these General Terms of Use, nor any other contractual obligation pertaining to the performance entered into by the Supplier may be assigned transferred, or sub-contracted by the Supplier without prior written consent of Covento. Any such transfer, assignment or sub-contract without the required consent will be void.

20 Survival

21 Relationship of Parties

The Parties to these General Terms of Use are independent contractors, and no other relationship will be implied from these General Terms of Use. Nothing contained in or done pursuant to these General Terms of Use will be construed as creating a partnership, or joint venture, and neither Party will become bound by any representation, statement, or act of the other Party. The Supplier is responsible for all expenses necessary to fulfill its obligations under these General Terms of Use.

22 Language and interpretation

The General Terms of Use has originally been drafted in English.

As a consequence, only the English version of the General Terms of Use shall be binding upon the Parties.

Commission Agent Agreement

By accepting this Commission Agent Agreement, you, as a company on behalf of which you are registering (the “Supplier”) agree to appoint Covento A/S, a company duly existing and organized under the laws of Denmark, having its registered office at Hedeager 42, Aarhus N, Denmark, registered with the Commercial and Companies Registry of Denmark under number 43186655 (hereafter “Covento”), as your commission agent.

WHEREAS:

• Covento is an online e-commerce marketplace where Buyers can purchase products for the renewable energy industry offered by relevant Suppliers through multiple offers;
• The Supplier is a manufacturer of products in the renewable energy sector and wishes to sell its products through Covento’s Marketplace.

THIS BEING SAID, THE PARTIES AGREE TO THE FOLLOWING:

Article 1 – Definitions

All capitalized terms shall have the meaning given to them in this Article.

Affiliate means any person or entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

Agreement means this Agreement and its appendices.

Applicable Law means any requirement of jurisdictional law, regulations, ordinances, and administration orders and rules of the countries in which the Product is produced, sold or delivered.

Change of Control has the meaning referred to it in Article 6.2

Buyer means any account holder on the Marketplace that allows that user to purchase Products.

Defective Products means any Products which has a defect in materials or workmanship or which is not conform to its intended use

Enrolment Section means the enrolment section on the Marketplace to be completed by the Supplier to set up the Supplier Profile Account.

Force Majeure has the meaning referred to it in Article 14.

General Condition of Sales means the terms and conditions of sales applicable to all Products sold on the Marketplace.

General Terms of Use means the terms and conditions of use of the Marketplace between Covento and the Supplier.

Marketplace means the Covento ecommerce marketplace at www.covento.com

Parties means the Parties to this Agreement, namely Covento and the Supplier.

Product(s) means the product(s) that the Supplier intends to sell on the Marketplace, within the approved Product Categories.

Product Category means the types of Products as defined by Covento and in accordance to which Products are classified and listed on the Marketplace

Product Price means the price before commission that the Supplier sets for the Products for their sale via the Marketplace.

A Supplier is a Product’s manufacturer or distributor.

Supplier Trademarks means all of Supplier’s registered trademarks, service marks, trade names, registrations and applications to register the foregoing, logos, and domain names.

Supplier Product Information means all information, images, videos, text, Product description, and Product related data uploaded by Supplier to create its Supplier Profile Account and/or Product Listing.

Supplier Marketplace Profile means the Supplier profile on the Marketplace, accessible to Buyers.

Supplier Profile Account means the Supplier’s back office access to modify Product Prices and Product Listings.

Article 2 – Subject of the Agreement

This Agreement determines the terms and conditions under which Covento, acting as a commission agent, offers for sale the Supplier’s Products on the Marketplace in its own name on behalf of the Supplier.

This Agreement is accepted by clicking on the “I agree to the Commission Agent Agreement” button in the Enrolment Section of the Marketplace.

Article 3 – Relationship

3.1 Covento will be a commission agent within the meaning of the Danish law on commission (in Danish Kommissionsloven).

3.2 For the avoidance of doubt, the Parties agree on this characterization and expressly exclude any other.

3.3 This Agreement does not constitute and shall not be construed as constituting a contract of employment, a commercial agent relationship, a subcontractor agreement, a partnership or joint venture or any other type of relationship between the Parties.

Article 4 – Retention of title

Covento will not have title to, or in a way be deemed the legal owner of any Products at any time or in any way under this Agreement.

Article 5 – Non-Exclusivity

This Agreement is not exclusive. Covento and the Supplier shall remain free to perform their activities with other parties and through other channels.

Article 6 – Intuitu personae

This Agreement is concluded in consideration of the Supplier’s person.

Article 6.1 Assignment

Neither this Agreement, nor any other contractual obligation pertaining to the performance entered into by the Supplier may be assigned transferred, or sub-contracted by the Supplier without prior written consent of Covento. Any such transfer, assignment or sub-contract without the required consent will be void.

Article 6.2 Change of Control

Covento shall have the option, but not the obligation, to terminate this Agreement in its entirety without any judicial formality and without payment of a termination charge if, directly or indirectly, in a single transaction or in a series of related transactions:

(i) there is a change in the ownership, voting rights, management, or contracts or any other means that confer to another party the power to exercise decisive influence over the Supplier; or
(ii) all or substantially all of the assets of the Supplier are acquired, or
(iii) the Supplier is merged with or into another entity (for convenience, any event affecting the Supplier in accordance with these (i) (ii) and (iii) is referred to hereafter as a “Change of Control”).

The Supplier shall notify Covento immediately upon first becoming aware that a Change of Control may occur.

Article 7 – Parties’ obligations

Article 7.1 Good Faith

The Parties undertake to perform their obligations in good faith.

Article 7.2 Authority to enter into the Agreement

The Parties warrant that they have the authority to enter into the Agreement and to perform the acts required. They warrant that the Agreement will not violate any other agreement to which they are otherwise a party, or any other obligation they have.

Article 7.3 Intellectual property rights

Article 7.3.1 Ownership

The Parties agree and acknowledge that, as between Covento and the Supplier, each Party retains ownership of its own Intellectual Property Rights, and this Agreement does neither directly nor indirectly imply any transfer of Intellectual Property Rights between the Parties.

The Supplier shall not use or exploit in any way whatsoever, in whole or in part, any Intellectual Property Rights of Covento, including without limitation those related to the Marketplace, website and any software, algorithms developed by Covento, or the trademarks of Covento. In particular, the Supplier shall not copy, extract or reuse whole or part of the database of the Marketplace, including the content thereof.

The Supplier further undertakes that neither the Products nor the Product Listing shall use, incorporate or refer to any Intellectual Property Rights of Covento.

Article 7.3.2 License

The Supplier hereby grants to Covento, for the duration of this Agreement, a royalty free, non-exclusive, worldwide, right to use, reproduce, adapt or modify, display, distribute, create derivative works of or otherwise commercially exploit the Supplier Product Information and Product Listings, and more generally the content generated or provided by the Supplier, for the purposes of operating the Marketplace, including especially with the right to sublicense such rights through multiple tiers, provided further that nothing in this Agreement will restrict Covento right to use the Supplier Product Information to the extent that such use is allowable without a license from Supplier under Applicable Law. For the avoidance of doubt, nothing in this Article or in this Agreement in general shall grant Covento any rights in or to the Products listed for sale by the Supplier.

Supplier expressly agrees that Covento shall grant a non-exclusive, royalty-free, and non-transferable limited license to the Buyer to use any documentation delivered with the Products solely in connection with the purchase, operation, and use of the Product.

The Supplier hereby grants to Covento, for the duration of this Agreement, a royalty free, non-exclusive, worldwide, right to use, reproduce, and display, the Supplier Trademarks, provided, however, that Covento will not alter any Supplier’s Trademarks except to the extent necessary for presentation, so long as the relative proportions of the marks remain the same. This license to the Supplier Trademarks is limited to use in connection with the Marketplace, including but not limited to marketing material.

The Supplier is responsible for ensuring that Covento always have an up-dated version of the relevant Supplier Trademarks.

The license to the Supplier Product Information and Product Listings Trademarks shall expire thirty (30) days after termination, for whatever reason, of this Agreement.

The Supplier represents and warrants to Covento, as of the effective date of this Agreement, that it is the rightful owner of the content, the Products, Products Listings and any of the Intellectual Property Rights of the Supplier provided under this Agreement and that they are not infringing and will not infringe any Intellectual Property Right of any third party. The Supplier shall be solely liable and indemnify Covento for any claim, liability, loss, expenses, damages (including penalties, fines or attorney fees) which are made or brought by any third party against Covento arising out of or in connection with the alleged or actual infringement of its Intellectual Property Right by the use of any of the foregoing on the Marketplace, including the sale of the Products, photographs, drawings, content related to the presentation of the Products. Upon notice by a third party of the alleged infringement, Covento reserves the right to: withdraw promptly the disputed content or Products, suspend or terminate this Agreement, without prejudice to any damages or remedies it may be entitled to.

Article 7.4 Data protection

The Parties agree that, at all time, they will comply with all data protection laws and regulations applicable when controlling or processing any personal data (as defined under Applicable Law) under this Agreement, including where applicable Regulation (EU) 2016/679 of the European parliament and the council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data. The Supplier also agrees that is shall respect Covento’s Privacy and Cookies Policy.

Article 7.5 Confidentiality

The Parties agree on the confidentiality of the Agreement and consequently refrain from disclosing its terms, except with the express agreement of the other Party.

The Parties also agree to: (i) treat as confidential, and preserve the confidentiality of all Confidential Information and not disclose it to any third party; (ii) use the Confidential Information solely for the purpose of or as described in this Agreement.

The obligation with respect to Confidential Information will not apply to any information that: (i) is already in, or had entered the public domain prior to its disclosure or after it, otherwise than through the fault of one Party; (ii) is already known or available to the Party at the date of receipt of Confidential Information, as evidenced by written records of the Party; (iii) is lawfully obtained by the Parties from third parties, with full rights of disclosure, as evidenced by written records of the Parties.

Without limiting the foregoing, the Supplier will not disclose any information regarding the Supplier's sale of Products on the Marketplace, in any advertising, promotional or sales activity, publicity release, or other public communication without Covento’s prior written consent and approval in each instance. Covento has the right to review and approve any press release, marketing materials or related content that mentions Covento or the Marketplace.

For the avoidance of doubt, nothing in this Article shall limit Covento’s rights to use the license according to Article 7.3.2.

Failure to comply with this Article may result in immediate termination of the Agreement and compensation for any damage that may result.

Article 7.6 Liability

Either Party shall be responsible for the consequences of any breach of one of its obligations under this Agreement.

Except for third party claims for infringement of intellectual property, in cases of death or personal injury or in cases of gross negligence or wilful misconduct, neither Covento nor the Supplier shall be liable for any indirect, incidental, consequential, special or punitive damages of any kind or nature whatsoever (including lost profits or revenues, or harm to business).

In no event will Covento’s liability under this Agreement (whether in contract, tort or other legal theory) be greater than the total commission paid by the Supplier to Covento in the six (6) months prior to the date on which any such claim arose.

Article 8 – Covento’s obligations

Article 8.1 Condition of sale of the products

Covento undertakes to offer on the Marketplace all the Product Listings established by the Supplier provided that it is in accordance with the prescriptions of the Supplier Terms of Use.

Article 8.2 Del credere

Covento shall act as del credere for all purchases made directly by Buyers on the Marketplace passed on to the Supplier following through due diligence of the Buyer’s solvency and which remains unpaid by the Buyer following a formal payment notice. In consideration for this commitment, the Supplier shall pay Covento a commission corresponding to two percent (2%) of the Product price, in addition to the commission referred to in article 9.1.2.

Article 8.3 Marketplace related costs

All costs related to the operation of the Marketplace including maintenance, marketing and payment service costs will be borne by Covento.

Article 8.4 Sales and invoicing

Covento will sell the Products on the Marketplace in its own name but on behalf of the Supplier.

Prior to Buyer Enrolment, Buyers will be evaluated by a partner of Covento.

Covento will invoice the Buyer for the Products and receive payment on behalf of the Supplier.

Article 8.5 Supplier payment

Covento shall use a Payment Service Provider (“PSP”) to handle payment to the Supplier. The Supplier shall have access to a dedicated wallet with eMoney made available by the PSP. Product Price shall be paid through the PSP to the Supplier’s wallet. Pay-out from the wallet will be done to the Supplier, no less than twice per month.

By accepting this Agreement as set out in article 2, you are therefore also accepting the General Terms and Conditions of Use for Payment Services of the PSP, available on https://www.mangopay.com/update-terms/

Refunds shall be taken from the Supplier’s wallet.

If the wallet is empty and there is no pending sales from the Supplier’s Products whereas a refund is expected to occur, the Supplier shall refund the amount to Covento.

Article 8.6 Accountability

The set of invoices issued by Covento per month will constitute the account of the operations of the month and will constitute monthly accounting.

They will be transmitted to the Supplier upon request.

Article 9 – Supplier’s obligations

Article 9.1 Item related obligations

Article 9.1.1 Quality

The Supplier is solely responsible for the quality of the Products offered for sale on the Marketplace.

Consequently, the Supplier guarantees to Covento the conformity of the Products to the characteristics and/or technical specifications initially defined and the quality of the Products delivered. The Supplier also undertakes to replace any Defective Product immediately and free of charge on the terms and conditions set out in the General Conditions of Sale.

The liability of the Supplier for Defective Products shall not exceed that granted by Covento to Buyers in the General Conditions of Sale.

All Products offered and delivered must comply with all applicable European and local rules.

Article 9.1.2 Product pricing and Commission

9.1.2.1 The Supplier is responsible for establishing and updating Product Prices for its Products on the Marketplace through its Supplier Profile Account as described in the General Terms of Use.

9.1.2.2 The Supplier shall pay Covento a commission corresponding to eighteen percent (18%) of the Product Price. For the avoidance of doubt, this commission will be paid in addition to the two percent (2%) commission on the price of the Products in return for the del credere commitment, provided for under Article 8.2 of the Agreement, bringing the total commission to twenty percent (20%).

9.1.2.3 Covento shall have the right to grant exceptional discounts to Buyers on the Marketplace, at its discretion, by reducing its eighteen percent (18%) commission.

For the avoidance of doubt, Covento shall not reduce the two percent (2%) commission obtained in consideration of the del credere clause referred to in Article 8.2 to grant discounts to Buyers.

9.1.2.4 In case it grants a discount to Buyers, and in order to avoid discrimination between Suppliers, Covento undertakes to apply said discount to all Products sold on the platform and belonging to the same Product Category.

9.1.2.5 Even if Covento grants a discount to Buyers, the Product Price received by the Supplier will remain unchanged.

Article 9.2 Transaction related obligations

Article 9.2.1 Delivery

When the Supplier receives notice of an order from Covento, it will process and fulfil the order.

The Supplier undertakes to deliver the Products within the period under the General Conditions of Sales or its Specific Terms and Conditions of Sales, if any.

The Supplier is responsible for all aspects of delivery, including providing adequate packaging, tagging, labelling and packing of the Products in compliance with the Applicable Laws and regulations.

The Supplier will not substitute any item(s) for the requested Products unless agreed in writing by Covento.

Article 9.2.2 Buyer claims on the Marketplace

In case a Product is Defective within the Warranty Period, the Buyer shall notify Covento in writing. Covento shall notify the Supplier of this Defective Product. Supplier shall decide whether Supplier shall, as a remedy, (i) repair or replace the Defective Product or (ii) if Covento shall reimburse the Product Price to the Buyer.

In case the remedy is the replacement or reimbursement of the Product, the Buyer will send said Defective Product to the Supplier. Supplier shall cover the cost of the return for the Buyer.

Buyers may request information relating to the Products or address claims or complaints to Covento. Covento shall transmit all Buyer inquiries or claims to the Supplier. The Supplier shall be solely responsible for answering all Buyer inquiries or claims relating to the Products.

The Supplier will be solely responsible for the preparation, execution and follow-up of any Product recalls, and will cover all costs of the recall. The Supplier shall inform Covento who will liaise with Buyers and send them all information relevant to the recall.

Supplier will handle Buyer claims within a reasonable time and with all usual care, skill and forethought.

In this case, the Supplier will remain liable to Covento and will have to indemnify it for the reasonable expenses and procedures it has carried out on its behalf.

Article 10 – Indemnity

The Supplier will defend, indemnify and hold harmless Covento from and against (a) damages, causes of action, costs, losses and expenses and/or (b) all third party claims, whether actual or alleged, in both instances arising out of or relating to the use of the Marketplace and / or the sale of the Products, including but not limited to breach of the terms of this Agreement, death or injury to any person, damage to any property, or any other damage or loss.

In case of a third party claim against Covento for a cause relating to the Products, Covento shall immediately inform the Supplier which undertakes to intervene voluntarily and without delay in the proceedings or, if necessary, to take the necessary measures to settle the conflict with the third party.

Article 11 – Insurance

The Supplier shall obtain and maintain, at its own cost and expense, during the whole term of this Agreement, all necessary insurance policies, in connection with the performance of the Agreement, in particular those covering the financial consequences of its civil and professional liability for any damages arising out during its execution.

Supplier shall provide Covento with proof of insurance upon request.

Article 12 – Term

This Agreement will take effect on the date of its signature. It is concluded for a period of one (1) year, renewable by tacit agreement for one-year periods.

Article 13 – Termination

The Supplier may terminate this Agreement at any time upon a fifteen (15) day notice to Covento.

Covento may terminate this Agreement at any time upon a Supplier thirty (30) day notice.

In case of termination, the Parties' agreement on the General Terms of Use will also terminate.

The termination does not affect the dispute resolution Article or the confidentiality Article.

Each Party shall respectively process and fulfil all orders made during the termination notice period, including if delivery date and/or payment date is set to occur after the end of the termination notice period, and proceed with payments owed on orders made during the termination notice period.

Article 14 – Force Majeure

For the purpose of the Agreement, “Force Majeure” means any event reasonably unforeseeable at the time of the formation of the Agreement, beyond the control of the Parties and which could not have been reasonably prevented, avoided or removed.

Neither Party may be held liable for the harmful consequences of an event of Force Majeure as defined in this Article including, but no limited to, fire, flood, war, embargo, strike, riot, act of God, act of government authorities, laws or regulations. The Parties shall make every reasonable effort to limit the duration and consequences of the event.

In the event of the occurrence of such an event, the victim Party shall immediately inform the other Party in writing of the nature, cause, starting date and the anticipated extent of such event.

If the event is only temporary, the effects of this contract will be suspended until the situation is restored to normal. However, if the duration of the impossibility of performance is greater than thirty (30) days, the Parties undertake to meet as soon as possible in order to negotiate in good faith an adaptation of the contract.

In the event that this negotiation fails, or in case that the Force Majeure event renders performance under this Agreement definitively impossible, each Party shall be allowed to terminate the agreement upon simple written notification.

Article 15 – Disputes and choice of law

This Agreement will be governed by Danish law, to the exclusion of the Vienna Convention of 11 April 1980 on the International Sale of Goods (“CISG”).

The relationship between the Supplier and the Buyer are solely governed by the General Conditions of Sale agreed directly between the Supplier and the Buyer.

All disputes arising out of or in connection with the present contract shall be submitted to the International Court of Arbitration of the International Chamber of Commerce and shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by three (3) arbitrators appointed in accordance with said Rules. The proceedings shall be conducted in English. The arbitration seat shall be Copenhagen, Denmark. The arbitral tribunal shall apply Danish Law to the merits of the dispute.

Article 16 – Completeness

The Supplier acknowledges having read the General Terms of Use attached to this contract and accepts them without reservation.

The General Terms of Use and the Agreement constitute the complete and entire agreement between the Parties with regards to the subject matter hereof. It amends, replaces and supersedes all previous agreements, provisions and undertakings with respect to the subject matter hereof.

Article 17 – Language and interpretation

The Agreement has originally been drafted in English.

As a consequence, only the English version of the Agreement shall be binding upon the Parties. In the case where this Agreement would be translated into another language, the Parties expressly agree that it shall be for information purposes only, and the English version shall be the sole binding version between the Parties.

Article 18 – Headings

The Article headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. In case of difficulty of interpretation of the titles appearing in the heading of the Articles, they will be declared non-existent.

Article 19 – Modification to this Agreement

This Agreement may be amended only by written agreement of the Parties. Said agreement may be offered by Covento and accepted by the Supplier similarly to this Agreement.

Article 20 – Survival

If any provision of this Agreement is held illegal, invalid or unenforceable in whole or in part in any jurisdiction, this shall not affect the validity or enforceability in that jurisdiction of any other provision of this Agreement or the validity or enforceability of that provision or any other provision in any other jurisdiction.

Article 21 – Waiver

The failure of a Party to insist upon performance of any provision or part of a provision of this Agreement or the failure of a Party to exercise any right or remedy to which it is entitled thereunder shall not be considered a waiver of such provisions, rights or remedies.

A waiver by a Party of any right or remedy to which it is entitled shall not preclude or prejudice such Party from later enforcing or exercising such rights remedies in other instances.

The rights, powers and remedies provided in this Agreement are cumulative and do not exclude any right, power and remedy provided by Danish law.

Article 22 – Conflicting Provisions

To the extent the provisions contained in this Agreement are inconsistent with those contained in any other document, instrument or agreement executed pursuant hereto including the General Terms of Use, the terms and provisions contained herein shall control. Otherwise, such provisions shall be considered cumulative.

Article 23 – Notices

Notices may be done by Covento at the email address provided by the Supplier upon Enrolment and by Covento at notices@covento.com