These Terms and Conditions are the standard terms for managing all aspects of the use of the website by any user entering the site,
1. Parties
a. Givr Pro, OÜ
A limited company registered in Estonia, whose registered address is Harju Maakond, Tallinn, Kesklinna Linnaosa, Pärnu mnt 3, 10119. And the VAT Nr EE102457551.
b. Promoter
A natural or legal entity that has signed this Agreement in order to promote the givr concept and affiliated products. The Promoter may upgrade to PRO status by agreeing to additional Addendums to this Agreement.
c. Good Avenue
A givr-affiliated company that sells products through its e-commerce platform. Products promoted by the Promoter signing this agreement are sold and supplied by Good Avenue.
d. Givr affiliated brands, product lines, or products sold via the Good Avenue website, such as BIOHAKK, Coffee Lab Stories, Saint Rochês, Hauger, Defendie, for which commissions can be earned by the givr promoter. All sales of said products are made through Good Avenue.
Definitions:
The givr.pro website: the main website for managing all aspects of a givr Promoter’s givr business. The website contains a dashboard for tracking statistics of one’s impact on influencing sales of the givr affiliated products, a tracker for earning commissions through the givr Reward Plan, a function for sending discount vouchers to end consumers or prospective new givr Promoters and for qualified PRO Promoters, a report for tracking the activity of one’s community of Promoters.
Promoter: an individual or legal entity that has signed this Agreement in order to promote the givr products and services as an individual business. A Promoter is not an employee or agent of givr or any of its affiliated businesses, but an independent entrepreneur entitled to earn commissions through the givr Reward Plan. The Promoter will receive a log-in to the givr.pro website which contains administrative tools for running a Promoter business, as well as a log-in to the webshop of Good Avenue where products promoted by Promoters are available for personal purchase as well. Purchases made on the Good Avenue website are subject to the Terms & Conditions of the Good Avenue website.
PRO Promoter: a Promoter who has upgraded their account to PRO status, allowing them to not only promote givr-affiliated products but also build their own Promoter community. Becoming and maintaining PRO Promoter status requires a monthly fee to be paid. Failure to pay the monthly fee will result in an automatic downgrade to Promoter status and possible loss of income.
Application form: the application for becoming a givr Promoter is made available on the givr.pro website or on the givr mobile application only. Paper applications are not accepted.
Vouchers: givr uses a system of digital discount vouchers in order to encourage new customers to place their first order in the Good Avenue webshop. Vouchers can be sent by e-mail to an individual recipient by logging into the givr.pro website. Vouchers can be purchased in advance, earned by achieving certain tasks are milestones set from time to time by givr, or received for free, such as when joining as a Promoter or upgrading to PRO Promoter status.
Products: all physical products sold for consumption are sold by an affiliated third party. Currently, all sales for physical products are managed by Good Avenue and the website goodavenue.com. The purchasing agreement for these sales is between Good Avenue and the customer and the terms and conditions of Good Avenue apply to these sales. Each product sold via Good Avenue has a Retail Commission amount assigned to it, expressed in % of the net price of the product, minus discounts. The Retail Commission is paid to the Promoter who initiated the sale by the Customer or the Promoter who is linked to the referring Promoter. Each product also has a givr Revenue Commission assigned to it. The givr Revenue Commission is included in the total givr Revenue, on which a Promoter’s Income Stream earnings are made according to the Reward Plan.
Customer: a customer is an end customer, purchasing products through the Good Avenue website. A Customer may or may not set up a Good Avenue account. Customer purchases generate givr Retail Commission and Revenue Commission on which Promoters are paid according to the Reward Plan.
Promoter Acquisition: A Promoter who engages another individual or legal entity and through informing them about the givr opportunity for Promoters, can benefit from their referral and support of the new Promoter through the Reward Plan. The new Promoter will become a givr Promoter by submitting their own application to givr through the givr website or the givr mobile application. The Agreement signed with the new Promoter is between givr and its affiliated parties and the new Promoter, and not between the two Promoters. The relationship between Promoters is regulated through this Agreement and its policies. The process of signing up a new Promoter is via a referral link, which can be sent by logging into givr.pro, and sending a PRO voucher to the new prospective Promoter, or by the new Promoter entering givr.pro and inserting the username or e-mail address of the referring Promoter when prompted to do so during the application process.
Customer Acquisition: a givr Promoter can make earnings by acquiring Customers to Good Avenue. The new Customer will enter a purchase agreement with Good Avenue, while there is a contractual agreement between Good Avenue and givr to compensate the GIVR Promoters for the sales revenue generated by the actions of the Promoters. A customer is acquired either by the use of a Voucher, which can be sent by e-mail by logging into givr.pro (see “Vouchers” above), or by The Customer inserting the username or e-mail address of the Promoter when prompted as they enter their details in the Good Avenue webshop.
A. GENERAL
1. GENERAL
1.1. This Agreement including the terms and conditions set out below (the “Terms & Conditions”, or “T&C”), together with the givr application form and any other document (in whatever format) forming part of a legally-binding promoter agreement (the “Agreement”) between Givr Pro OÜ, trading as “givr” (“givr” or the “Company”) and the givr Promoter (the “Promoter”) comprise and explain the relationship between each Promoter and givr.
The Promoter wishes to promote products that givr from time to time offers to the market via its brand co-operation programmes with third parties, sold via Good Avenue. In this Agreement, givr product offering shall mean both the current range of products and such further products and/or services which may be supplied by givr affiliated brands in addition to, or in substitution for, those products from time to time.
1.2. Unless the context otherwise requires, references to the singular shall include the plural and vice versa, references to any gender shall include all other genders, and references to "persons" shall include bodies corporate, unincorporated associations and partnerships.
1.3. Headings are for ease of reference only and shall not affect the interpretation of this or any other document referred to in this document.
B. PROMOTER STATUS
2. BECOMING A GIVR PROMOTER
2.1. To become a Promoter, an applicant must have read, completed in full and signed this Agreement. The applicant acknowledges that he/she is obliged to familiarize him-/herself with the contents of this Agreement and all other documents constituting the Agreement from time to time and shall confirm that he has read and understood the contents of this Agreement upon request by givr. The Promoter’s details will be recorded on givr database and stored in accordance with clause 22. Givr reserves the right to reject any application for any reason whatsoever.
2.2. Eligibility requirements to become Promoter are as follows:
2.2.1. A potential new Promoter can be introduced by givr or by a current Promoter.
2.2.2. The Promoter must have reached the age of 18 years and be resident in a country in which givr is currently conducting its business. Any person regardless of sex or race can apply to be a Promoter, subject to any relevant local laws or regulations
2.2.3. The Promoter will be allocated a Promoter Username. This Username will be recorded in givr database, together with the Promoter’s personal details.
2.2.4. If a Promoter wishes to operate his/her givr business through a corporate entity he/she shall first provide to givr proof satisfactory to givr that he/she is the owner of the corporate entity, and he shall be required to be and to remain in control of that corporate entity. Any change in control of the corporate entity may be treated by givr as an application by the Promoter to transfer his Agreement in the same way as if the Agreement was entered into by the Promoter as an individual and remained in his/her name.
2.2.5. In exceptional circumstances, a transfer or purported change of name and/or transfer of ownership (partial or total) or control of a givr business may be permitted but only with the prior written consent of givr. Such consent will not be given unless the Promoter has provided to givr (in form and substance acceptable to givr in its absolute discretion):
(a) An explanation as to the reasoning behind the change requested;
(b) Confirmation that the change will not involve any breach of the terms and conditions of this Agreement;
(c) Approval in writing from all persons directly involved; and
(d) Such other documents and materials as givr may, in its absolute discretion, determine.
2.2.6. No purchase is necessary to become a Promoter.
3. Independent Business Relationship
3.1. A Promoter is an independent contractor. The Agreement between givr and the Promoter and givr does not constitute an employer/employee, franchisor/franchisee, agency, partnership, or joint venture relationship. The Promoter shall have no legal right or authority to bind givr or any obligation or to make representations or warranties on behalf of givr. The Promoter shall be responsible for filing all necessary tax returns and paying all applicable taxes, in relation to the Promoter’s own business in accordance with Clause 4.
3.2. Any verbal or written statements made by the Promoter, as an independent contractor, with regard to givr products or services and the givr business must be based strictly on the current information issued by givr. The Promoter is liable for all statements he may make which deviate from the above and shall indemnify givr from and against any loss, damages, claims, costs (including legal fees or court costs), or fines arising from unauthorized representations made by the Promoter.
3.3. The Promoter is encouraged to determine his own hours of work, sales methods, and sales operations, provided they comply with applicable laws, codes and regulations. The Promoter is responsible for payment of all expenses incurred in the running of his/her Promoter business.
4. TAXES
4.1. As an independent contractor the Promoter shall be responsible for the filing of all necessary tax returns and registering for and the payment of all applicable taxes due in relation to the Promoter's business. This shall include (but not be limited to) the obligation to make, execute or file all reports and obtain licenses (including, if applicable, tax and VAT registration) as required by law with respect to the Agreement and/or the acquisition, receipt, holding, selling, distribution or promotion of givr affiliated products and services.
4.2. In the event that givr is required to pay VAT on any payments due to the Promoter, givr reserves the right, subject to approval by the relevant tax authority, to self-bill for such sums, in which event VAT shall be paid to the Promoter only if the Promoter is registered for VAT. If the Promoter, having been registered, ceases to be registered for VAT, he shall notify givr in writing of the fact within fourteen (14) days of the de-registration taking effect. If givr is obliged or liable to make any payment of VAT to the tax authorities as a result of the failure of the Promoter to notify givr of de-registration for VAT, then the Promoter acknowledges and agrees that givr shall be entitled to recover from him/her the amount of such VAT paid, either by deduction from the Promoter's account with givr or by any other means available to givr from time to time
C. PRODUCTS AND SERVICES
5. SALES AND DELIVERY CONDITIONS General:
5.1. All deliveries of givr-affiliated products are in accordance with the conditions below.
The supply of products or services promoted by givr shall be subject to the terms and conditions applicable to each product and service. For the sale of physical products, please see the applicable Terms and Conditions of Good Avenue. Any amendments, alterations, or sub-agreements (in particular if such amendments, etc. should alter or be inconsistent with these conditions) will only be recognized by givr as valid on submission of written confirmation signed by an authorized signatory of givr.
5.2 All sales of givr Vouchers are in accordance with the conditions below.
Givr provides three types of digital vouchers to be used as marketing tools by givr Promoters. They can be sent by e-mail to be used for purchases on the Good Avenue web shop or for acquiring new Promoters at givr.pro. The vouchers do not expire until used. However, they will have an expiry date for the user, in order to enable re-sending unused vouchers. Each voucher has an expiry date that you can track in your admin panel at givr.pro. If the voucher has not been used by its expiry date, it is redeemed and returned to the original Promoter and it may be sent again.
“Promotion”
The vouchers labeled “Promotion” are received for free when signing up as a Promoter, upgrading to PRO, or can be received for various activities performed or qualifications achieved, as announced by givr from time to time. The commissionable net price on Good Avenue products, when paid fully or partly by a voucher, will be reduced by the value of the voucher. (The retail commission of up to 16% of net price will be based on the net price, minus the voucher discount).
“GA Paid”
The vouchers labelled “GA Paid” are pre-purchased on the givr.pro platform and can be sent to prospective customers who then receive the discount value on their purchase in the Good Avenue webshop.
Givr Income Stream commissions based on the purchase price of the voucher are calculated at the time of purchase of the voucher and paid out according to the Reward Plan in the following month. This allows for the sales volume to be attributed immediately rather than at the unknown date of redeeming the voucher. The Retail Commission is paid out to the Promoter at the time of purchase of products and is based on the net price of products minus the value of the voucher.
“Gift PRO”
Gift PRO vouchers are purchased by a Promoter in order to give a new prospective Promoter a discount for, or a free PRO Upgrade. Gift PRO vouchers can only be used towards the cost of upgrading a Promoter account to PRO status. Givr Income Stream commissions based on the purchase price of the voucher are calculated at the time of purchase of the voucher and paid out according to the Reward Plan in the following month.
6. RETAIL OUTLETS
6.1. Givr does not permit the sale or promotion of givr-affiliated products or services in retail outlets. Proprietors of such establishments may, however, be introduced to the Promoter, but the promotion of givr products and services may not be affected on the retail premises. This policy ensures that all Promoters have an equal opportunity in the promotion of givr-affiliated products and services.
6.2. A Promoter with his own retail premises may display givr or Good Avenue literature and demonstration products for the purpose of creating interest in the products, services, and in the givr concept. However, no givr-affiliated product may be sold on the actual retail premises.
7. RETURNED PRODUCTS
7.1. Any promotion reward paid to the Promoter for any promotion of any product or service that is returned to givr or Good Avenue may be reclaimed back from the Promoter and debited from the Promoter account with givr or withheld from present or future payments to the extent permitted by law.
7.1.1. All shipping or courier costs for the return of products and services will be borne solely by the Promoter except to the extent provided by law. Any damage or loss that occurs to returned products or services during shipping will be the responsibility of the Promoter. Should the product arrive at Good Avenue damaged (thereby rendering it non-resalable), Good Avenue will reject the shipment. It is recommended that a reliable, traceable courier service be used for return shipping. Partial case returns will not be accepted or refunded.
THE PROMOTER’S RIGHTS AND OBLIGATIONS
8. CODE OF ETHICS
8.1. The Promoter agrees to conduct his business according to the
following Code of Ethics. This ensures high standards of integrity and professionalism throughout givr’s group of Promoters and protects the business image of the individual Promoter as well as the overall image of givr.
8.2. The Promoter promises and agrees when conducting his business and/ or representing givr that he/she will:
8.2.1. conduct him-/herself and deal with customers and other Promoters with the highest standards of honesty, integrity, and fairness;
8.2.2. be honest in all business dealings;
8.2.3. represent givr's products and services in complete accordance with the information contained in givr literature, without making a misleading product or service claims;
9. PROMOTERS’ RIGHTS AND RESPONSIBILITIES
9.1. Givr grants to the Promoter in accordance with the terms and conditions set in this Agreement, a non-exclusive right to promote the products and services that givr and Good Avenue offer from time to time to the market. The Promoter may promote products and services, and introduce new Promoters only in countries in which givr and Good Avenue operate.
9.3. The Promoters must:
9.3.1. obey all laws, codes, and regulations of the country he/she resides and/or operates in, in particular with regard to direct selling. He/she shall not involve himself in any business matter or activity which may jeopardize givr’s reputation;
9.3.2. identify himself as a givr Promoter when conducting any activities relating to givr, and fully comply with the terms and conditions in this Agreement and any other givr rules and procedures, including any subsequent amendments thereto. Givr may amend all rules and procedures at its own discretion. Such amendments will be communicated to the Promoters in such manner as givr shall reasonably determine;
9.3.3. demonstrate the product to the customer before their first purchase and explain the usage, methods, and precautions that are supplied with the products;
9.3.4. promptly inform givr of any serious complaints received from any customers. The Promoter shall also provide givr with all relevant correspondence associated with such complaint;
9.3.5. not sell products in schools, shops, stalls, leisure grounds, auctions, organized societies, or any similar locations;
9.3.6. not use telemarketing methods, flyers, posters, large quantity mailing (neither physically nor electronically, also called spam), or any other broadcasting method other than authorized marketing to promote sales;
9.3.7. not use other professions or professionals’ names or reputations to promote products. The Promoter must not pressure others into being introduced;
9.3.8. not overstate benefits or use any other misleading methods to promote products or services;
9.3.11. not distort a product’s price, specification, quality, characteristics, ingredients, origin, or condition to promote sales;
9.3.12. not promote or sell non-givr affiliated products using the givr name or methods of sale and must not export or allow others to export givr products to markets where givr and Good Avenue do not trade without givr’s prior written agreement;
9.3.13. not use his givr Community to sell other services which compete with those of givr;
9.3.14. not promote their own political or religious beliefs whilst conducting the givr business;
9.3.15. not promote themselves as agents, employees, or partners of givr;
9.3.16. not use any means to threaten or intimidate other Promoters; and
9.3.17. ensure to the best of their ability that givr is not sued due to the Promoter’s negligence. The Promoter accordingly acknowledges that they will indemnify givr against any and all loss of profits (whether direct or indirect), goodwill, business opportunity, or legal costs (whether or not reasonably foreseeable), which are incurred by givr as a result of his acts or omissions.
10. REPRESENTATIONS MADE DURING SALES
The Promoter agrees to give a true and fair description of givr-affiliated products and services in all discussions with customers, fellow Promoters and potential Promoters. This obligation to give a true and complete representation shall include the following points.
11. INTRODUCING OTHER PROMOTERS
11.1. The Promoter is not allowed to introduce other Promoters to the givr business unless the Promoter is a Professional Promoter (”PRO Promoter”). Note that the introduction of new Promoters will not give the PRO Promoter any financial compensation. All compensation is paid according to achieved results as specified in the Reward Plan.
12. PROFESSIONAL PROMOTER
12.1. To become a PRO Promoter, the Promoter must make an application from the back-office in givr. The cost to become a PRO Promoter may vary from time to time and will give various benefits and rewards according to the extended promoter plan that can be found in the back-office of givr.
13. PROMOTER PLAN
13.1. Reward for promoting products and services If a Promoter promotes any product or service to any customer by giving a gift voucher and the customer redeems the voucher the Promoter will receive up to 16% Retail commission based on the total amount of the purchase. The percentage depends on the product or service the customer chose to redeem the gift voucher for. The commission is counted on the purchase price with a deduction of the value of the gift voucher. All calculations are made with net prices (excluding VAT).
13.2. Givr will pay the reward to the Promoter for products and services which:
13.2.1. are received by givr or the company that is selling the product or service through givr (such as sales via Good Avenue) and
13.2.2. have been fully paid with appropriate payment.
13.2.3. Rewards are paid in the name of the business entity related to this Agreement. When no business entity is listed, rewards are paid to the personal name of the person related to this Agreement.
13.2.4. Rewards are paid once per month, by the 15th of the month following a full calendar month for which commissions are based according to the Reward Plan.
13.2.5. If the Promoter believes that there is an error in the computation of
Rewards, the error must promptly be brought to the attention of givr. If such problems are not presented to givr in writing within forty-five (45) days after the payment of the reward should have been made, the Promoter waives all recourse with respect to the such alleged error.
13.3. Reissued payments. In the event that a reward payment must be reissued to the Promoter, givr will charge the Promoter a fee of €15 (or equivalent). If payment must be reissued because of givr’s error, no additional charge will be applied. Payments reissued after one-hundred eighty (180) days will incur an additional €5 processing fee.
13.4. Minimum Payment Amount. The minimum amount for payment of rewards is ten euros (€10) or equivalent local currency. Rewards in an amount less than ten euros (€10) or equivalent local currency for a pay period will accumulate until they equal or exceed ten euros (€10) or equivalent local currency.
14. TRADEMARKS
Givr and the cooperating partners that offer products and services through givr own certain trademarks, service marks, trade names, slogans, symbols, and color schemes that the Promoter shall not use or display without givr's prior written permission. Such permission is not required in respect of marketing materials, sample products, and advertising provided by givr or the cooperating partners.
15. ADVERTISING
15.1. General
15.1.1. The Promoter is permitted to advertise givr -affiliated products, services, or business with prior written approval from givr. Please allow at least ten (10) days for approval. Unless givr provides written approval, such approval
shall be regarded as declined. All advertisements must state clearly that the Promoter is a “Givr Promoter”. A copy of all articles (reproduced or otherwise) must be forwarded to the marketing department of givr for their records.
15.1.2. The Promoter is prohibited from using or authorizing others to use
givr or cooperating partners’ trademarks, service marks, trade names, slogans, symbols, and color schemes in advertising in a manner that would suggest or imply that they are employed by or are agents of givr or its cooperating partners.
15.1.3. The Promoters may advertise on electronic media, provided they follow givr’s relevant rules and guidelines. It is fundamental to the givr concept that the Promoters use their personal social media platform(s), websites, and the like to promote givr, its products, and services, and that they do not create or use on such media any platform which is dedicated to commercial purposes that use the names, logos, product or service descriptions of givr nor use "blind" advertisements, which make the product, service or income claims which are associated with givr products or services.
15.1.4. The Promoters’ use of social media sites for the purpose of their givr business is subject to compliance with the terms and conditions in this Agreement or any update thereof and other guidelines published by givr from time to time.
15.1.5. The Promoter is expressly prohibited from the production, use, or
distribution of printed matter or audio-visual material which refers to the content, characteristics, or properties of givr products or services, which has not
been provided directly by givr. This prohibition is not limited to print, audio, internet, or video media.
15.1.6. The Promoter may not record or reproduce materials from any givr corporate function event or speech, without the prior written consent of givr.
15.1.7. The Promoter may not record, reproduce or copy any presentation or
speech by any givr spokesperson, representative, speaker, officer, director, or other Promoter without the prior written consent of givr.
15.1.8. The Promoter may not produce, sell or distribute literature, films, or sound recordings that in any way resemble those produced, published, and supplied by givr to the Promoter. The Promoter may not purchase, sell or distribute non-givr materials, that in any way suggest or imply that such materials originated from givr.
15.1.9. Any and all support materials, e.g., promotional items, are to be sold and distributed only by givr or givr-approved vendors.
15.1.10. The Promoter must not use the names of any individuals or companies associated with givr, or any other vendor's names in any advertising and/or promotional materials of any kind, without the express written permission of givr.
E. BREACH
16. POLICIES AND PROCEDURES VIOLATIONS
16.2. If the Promoter is alleged to have violated the terms and conditions in this Agreement, the Promoter may be suspended in accordance with Clause 17 and required by givr, in writing, to respond to the allegations within a period of ten working (10) days. Upon receipt of such Promoter's response, the givr Compliance Department will investigate and review the submissions and will determine the appropriate action to be taken. Please note that givr will act on violations as it sees fit and that violations of the same nature with regard to different Promoters may be treated differently by givr.
16.3. Where violations are proven or are not refuted by the Promoter in
question, this may result in a written warning, suspension, the imposition of fines, or the termination of this Agreement. The Promoter hereby agrees that where a breach of the terms and conditions according to this Agreement and a fine imposed, givr shall be entitled to deduct the amount of such fine from his account with givr.
16.4. The actions taken by givr can include:
16.4.1. issue of a notice to the Promoter. The notice will explain the reasoning behind the decision to monitor or discipline the Promoter as well as the punishment to be imposed. If training has been recommended, the details of this will also be included. The notice can be sent to one or more Promoters depending on how many are so affected;
16.4.3. suspending the Promoter from continuing to promote products and services.
16.4.4. suspending the Promoter from receiving any and all rewards/ incentives during a monitored period; and/or
16.5. If givr is satisfied with the result of monitoring and/or re-training then the monitoring and/or retraining will cease, and all benefits suspended will be
resumed. All expenses incurred as a result of the monitoring and/or retraining will be deducted from any rewards retained by givr during this period.
16.6. If givr decides that the monitoring and/or retraining has failed givr can either extend the suspension period, take further corrective measures or stop the monitoring and/or retraining, and terminate the Agreement with the Promoter instead.
16.7. Givr shall notify the Promoter in writing of any determination. The Promoter will then be allowed fourteen (14) days, from the date of the notice of determination, in which to appeal the disciplinary action. The appeal should be in writing and addressed to the Appeals Committee, which shall hear any such appeals once per calendar month.
17. SUSPENSION
17.1. Givr shall be entitled to suspend the Promoter for a (renewable)
A preliminary period of up to ninety (90) days. Should allegations that have been made against the Promoter be proved, givr and the cooperating partners reserves the right in its sole discretion to determine an unlimited period of suspension. The right of a suspended Promoter to receive rewards from givr ceases immediately from the date of suspension but resumes at the end of the suspension period.
17.2. A suspended Promoter must cease promoting givr products and the use of givr promotional materials, trademarks, trade names, service marks, logos, and color schemes, representing himself as a Promoter.
17.3. At the expiry of the suspension period the Promoter shall be reinstated to good standing within givr or where the suspension is for violation of the terms and conditions in this Agreement may be terminated in accordance with Clause 19.
F. TERMINATION BY THE PROMOTER
18. PROMOTER WISHES TO END THIS AGREEMENT
The Promoter can terminate this Agreement at any time by notifying givr in writing with immediate effect. If the Promoter terminates this Agreement, the Promoter must wait six (6) months from the date of termination of this Agreement before reapplying to become a Promoter again.
19. TERMINATION BY GIVR
19.1. This Agreement may also be terminated by givr by seven (7) days’ notice in writing for any breach of its provisions or violation of any of the terms and conditions, or by either party with or without cause or reason at any time during the initial term or any renewal term upon not less than fourteen (14) days written notice.
19.2. Givr may terminate the Agreement if (for example) :
19.2.1. Givr believes that there has been unethical conduct by the Promoter.
19.2.2. The Promoter seriously breaches the Agreement and/or other guidelines or policies and procedures;
19.2.3. The Promoter commits any breach that givr has requested be rectified, but which has failed to be so rectified within the period specified; and/or
19.2.4. The Promoter is convicted of any crime or breach of any laws and regulations of the Promoters’ country of residence involving moral turpitude on his part or becomes liable to any term of imprisonment.
19.2.5. The Promoter acts with unprofessional behaviour, smears or misrepresents givr, employees or consultants of givr, or any of the cooperating companies that givr from time to time cooperates with, in a way that givr thinks can harm givr directly or indirectly.
19.3. A notification of termination will be sent to the latest address and e-mail address held by givr for the Promoter and will state the details of the violation and the date termination is effective. It will also specify the Promoter’s right to appeal the decision.
19.4. A Promoter whose Agreement has been terminated, either voluntarily or by givr, must wait six (6) months from the date of termination before reapplying to become a givr Promoter. The right of a terminated Promoter to receive any rewards from givr ceases immediately from the date of the termination.
19.5. The Promoter must stop using all givr trademarks and no longer present him-/herself as a givr Promoter.
19.6. Except where the obligation on the Promoter specified to apply after termination of the Agreement in respect of non-competition in accordance with the Agreement, the Promoter shall be released from all future contractual liabilities toward givr on termination of the Agreement at any time.
20. FORFEIT OF COMMISSIONS
If this Agreement is terminated caused of a breach of the terms and conditions
in this Agreement by the Promoter, all unpaid and future rewards will be forfeited and givr also reserves the right to nil and void any tokens the Promoter may have received either through incentives, rewards or otherwise. Further givr is to take legal action against the Promoter for any harm the breach of this Agreement may have caused givr directly or indirectly.
H. MISCELLANEOUS
21. CONFIDENTIALITY
21.1. This information is strictly confidential and is the express property of givr, and is imparted to the Promoter in good faith. The Promoter agrees that he/she will not use or disclose or permit the use or disclosure of such information either directly or indirectly to any third party. The Promoter and givr agree that such confidential information would not be made available to the Promoter in the absence of such confidentiality agreement as decided by givr.
22. DATA PROTECTION
22.1. This clause describes givr's duty of care in relation to the collection and use of data, and in relation to the Promoter with regard to the data that is
held by him/her. In this respect, givr is committed to:
22.1.1. obtaining and processing personal data or the information constituting personal data fairly;
22.1.2. ensuring personal data is accurate and, where necessary, kept up-to-date;
22.1.3. keeping personal data for only one or more specified lawful purposes;
22.1.4. not using or disclosing personal data in any manner incompatible with such lawful purpose;
22.1.5. ensuring that personal data is adequate, relevant, and not excessive in relation to such purposes;
22.1.6. not keep personal data for longer than is necessary for such purposes; and
22.1.7. taking appropriate security measures against unauthorized access or alteration, disclosure or destruction of personal data, and against any accidental damage, loss, or destruction.
22.2. The Partner acknowledges that he/she has been informed by givr that the information which he/she gives to givr (including information relating to him-/herself, his/her address, and other details) will be retained by givr on a database and will be used by givr for the purposes of calculating the marketing commissions payable and for the performance of the givr business.
23. The Promoter also acknowledges that givr may disclose this information in connection with the cooperating partners that givr from time to time works with. The Promoter acknowledges that he/she accepts to receive offers from third parties that givr cooperates with.
24. SEVERABILITY
If at any time any term or provision in these terms and conditions shall be held to be illegal, invalid, or unenforceable in whole or in part under any rule of
law or enactment, such term or provision or part shall to that extent be deemed
not to form part of this Agreement but the enforceability of the remainder of this Agreement shall not be affected.
25. NON-PERFORMANCE
Givr shall not be responsible for delays and failures in performances, where performance is made commercially impracticable due to any circumstance
beyond givr 's reasonable control. This includes, without limitation, strikes,
labor difficulties, riots, war, fire, death, curtailment of givr 's usual source of supply, and/or government decrees or orders.
26. VARIATIONS
Givr expressly reserves the right to make alterations or amendments to the prices of the products and services, the rewards according to the promoter plan, and other terms and conditions subject to the applicable law.
Where the alteration is to the detriment of the Promoter, prior notice
shall be given by means of a notice on givr’s website and/or by such other means as givr shall reasonably determine. Pricing of products offered by Good Avenue is determined by Good Avenue and any changes will be reflected accordingly in the givr Reward Plan. For example, the Retail Commission for a product will change when the price of a Good Avenue product changes. The commissionable portion attributed to givr Revenue and paid out via Income Streams may also change from time to time.
27. NON-WAIVER
Failure of givr to exercise any rights stated in this Agreement and other relevant documentation shall not constitute a waiver of givr 's right to demand exact compliance therewith and waiver by givr of any particular breach of a provision contained in such documentation shall not constitute a waiver of any prior, concurrent, or subsequent breach by the Promoter.
28. GOVERNING LAW
The terms and provisions of this Agreement and all other relevant documentation and any dispute arising there shall be governed by Estonian law and the Promoter and givr hereby submit to the exclusive jurisdiction of the Estonian Courts.
29. NOTICES
Any notices to be sent to givr hereunder shall be sent to:
Email: [email protected]
Web: https://GIVR.pro
or to such revised address as may be notified to the Promoter from time to time.
Any notices to the Promoter shall be sent by first class post, by hand, or by a reputable overnight delivery service to the Promoter at his latest address of record held by givr.
30. LIMITATION OF LIABILITY
To the extent permitted by law, givr, its directors, officers, members,
managers, shareholders, employees, assigns and agents (collectively referred to as “Responsible Parties”) shall not be liable for, and the Promoter releases givr and its Responsible Parties from and waive all claims, for any loss of profits, indirect, direct, special or consequential damages, and for any other losses incurred or suffered by the Promoter as a result of:
30.1. the Promoter’s breach of the Agreement,
30.2. the promotion or operation of the Agreement and the Business;
30.3. the Promoter’s incorrect or wrong data or information provided to givr or its Responsible Parties; or
30.4. the Promoter’s failure to provide any information or data necessary for givr to operate its business.
31. ENTIRE AGREEMENT
The Agreement contains the entire understanding concerning the subject matter hereof between givr and the Promoter and is intended as a final, complete, and exclusive expression of the terms of the parties. Then Agreement supersedes and replaces all prior negotiations and proposed, but unexecuted agreements, either written or oral. Any prior agreements, promises, negotiations, or representations, either written or oral, relating to the subject matter of the Agreement, have no force or effect. If there is any discrepancy between verbal representations made to the Promoter by any employee or agent of givr and the terms of the Agreement, the express written terms and requirements of the Agreement will prevail.
32. LEGAL COSTS
If any suit, action, or proceeding is brought to enforce any term or provision of
this Agreement, the prevailing party shall be entitled to recover reasonable legal fees, costs, and expenses incurred, in addition to any other relief to which such
party may be legally entitled. Unless otherwise required by any arbitration clause herein, any legal action concerning the Agreement shall be brought in Estonia. In the event any court of competent jurisdiction shall declare any
portion of the Agreement to be invalid, the remainder of the Agreement shall not be invalidated thereby, but shall remain in full force and effect.
