RESELLER AGREEMENT
The Agreement is made on 2023 / 01 / 09 between
1. Advisera Expert Solutions Ltd., Zavizanska 12, 10000 Zagreb, Croatia, European Union, VAT
number HR13077006668 (hereinafter referred to as “Advisera”); and
2. Alberto Pazmiño Consultor, De las Verbenitas S8-284 y Stefano Maderno, Ecuador, Tax no: 1707107965001
.
(hereinafter referred to as “the Partner"),
collectively referred to as the "Parties".
Whereas Advisera offers courses, toolkits, software and services for various ISO standards and
frameworks (hereinafter referred to as the Products).
The Partner is a company that expresses interest to resell Advisera’s Products in the
designated territory.
I. GENERAL PROVISIONS
Article 1
This Agreement regulates mutual relations of the parties in the process of promoting and reselling
the Products.
Advisera grants the Partner the non-exclusive, non-transferable right to market Advisera and the
Products, contact potential customers and resell the Products. The Partner is not authorized to resell
or sublicense Advisera services pursuant to this Agreement.
The Partner will cover the following geographical area: Ecuador, Colombia, Panama
(hereinafter referred to as “Territory”). The Partner can also process potential customers outside the
above areas only upon prior written consent by Advisera.
Article 2
The term of this Agreement will be for one (1) year from the date of this Agreement. It will auto-
renew for subsequent one (1) year extensions if termination notice is not provided by either party
within ninety (90) days of the then-current term.
For avoidance of any doubt the Parties agree that in case of any separate agreements between the
Parties in relation to any of Products such arrangement shall not in any case apply to this Agreement.
Article 3
The Partner warrants that it has all the necessary authorizations and registrations for the
implementation of these types of services. Advisera is not responsible to the end client if they are
not certified properly.
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Article 4
The Partner agrees to perform work under Article 1 of this Agreement properly, correctly and on
time, according to the law, and according to the conditions, rules and instructions issued by Advisera
herein, or as otherwise communicated and amended in the future.
Any violation of the conditions, rules and instructions by the Partner shall be considered to be a
serious violation of this Agreement and is grounds for immediate termination of the Agreement.
Article 5
By signing this Agreement, the Partner confirms that it is aware that the Products are protected by
copyright held by Advisera.
It is expressly prohibited to remove the copyright label and to commercially exploit the Products in
any manner or for any purpose not directly related to the execution of this Agreement, and it is
specifically prohibited to rent or put into circulation the original or copies of the Products through
sale or otherwise. It is also prohibited to issue, publish, or make available to the public, by wire or
wireless, in a way that permits unauthorized third parties to access documents from a place and at a
time individually chosen (e.g., publishing via the Internet), without the prior written consent by
Advisera.
The Partner is not authorized to transfer his rights to related or unrelated third legal or natural
persons, including affiliates, or to grant such third parties any rights to use the Products, without the
prior written consent by Advisera.
II. MUTUAL RIGHTS AND OBLIGATIONS
Article 6
In performing work defined in Article 1 of this Agreement, the Partner shall promote Advisera’s
Products to the Partner’s clients and prospects in a mutually agreeable way. The Partner will provide
all customer contact details to Advisera as new customers for Advisera are generated by The Partner,
and both parties can have direct communications with such customers.
Article 7
Advisera will develop a website on which all the Products and purchase links will be listed.
The Partner will receive commission, as detailed further in this Agreement, for each purchase that
will be finalized through the purchase links that Advisera will provide to the Partner.
Advisera shall regularly monitor customer payments initiated by the Partner and record them as
generated on a monthly basis. Advisera will report such to the Partner on a monthly basis.
All data in the System is considered the property of Advisera, and Advisera can use the data without
restrictions for the purpose of marketing and other activities determined as appropriate by Advisera.
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Advisera has the right to conduct marketing on behalf of the Partner to try to generate new business
for the Partner (e.g., listing the Partner in the directory to generate leads, writing and promoting case
studies, good case examples, guest blog posts, etc.).
Article 8
The process of promoting and reselling Advisera Products is powered by third-party software, that
uses cookies and IP addresses to track referrals/end customer via purchase links. If the cookies are
deleted from referrals/end customers, the software may not be able to track these events. Incorrect
use of purchase links by the Partner will result in referrals/end customers not been tracked.
The cookie window is 365 days after the referral/end customer clicks on the Partner purchase link.
Advisera reserves the right to change the cookie window at any time.
Advisera is not liable for any damages or interruptions caused by the content of the software,
software errors, or the hardware of the participants, or for damages caused by the insufficient
availability or limited functionality of the Internet.
Article 9
Advisera will, whenever it is possible, provide to the Partner marketing materials in electronic format
for the Products.
Advisera will, whenever it is possible, organize a brief presentation of the Products in order to
introduce them to the Partner.
Advisera has the right to display the Partners’ logo in Advisera “Partners” section.
Advisera shall provide Partner, or its customers, reasonable technical or product level support
related to the Products, as needed, through Advisera’s normal course of business.
Article 10
The Partner and Advisera will come up with a mutually acceptable business plan, marketing budget
and sales target each year. The Partner will use best efforts to implement such a plan, spend such a
budget and achieve such sales targets each year. There is no annual rebate program for over-
performance at this time, but the parties will revisit that topic in future years.
The Partner shall only promote Advisera’s products or services which are promoted from its website.
No promotions will be allowed from any third party websites or platforms without Advisera’s prior
written approval.
The Partner is in charge of ensuring the accuracy and providing the required information of each
order. Advisera can reject any order that it cannot reasonably fulfill.
The Partner can promote the prices on the Advisera website, unless agreed otherwise. Advisera
reserves the right to change its prices at any time, and Partner will update them accordingly over
time. The Advisera prices are exclusive of any applicable value added, sales or other taxes and fees
which are the sole responsibility of the Partner.
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The Partner shall preserve the reputation of Advisera and the Products.
The Partner will only promote the Products from its own business and website, not subcontracted to
other third parties without Advisera’s prior written approval. The Partner will display the Advisera
logo wherever it promotes the Products.
The Partner must get prior written approval on any planned marketing materials, including press
releases, catalogues, brochures, emails, web pages or other materials used to promote the Products.
These materials need to comply with Advisera’s brand guidelines, to be shared with the Partner.
The Partner will reasonably participate in any promotions or campaigns for the Products, as
requested by Advisera.
The Partner has no right to market and sell the Products as its own product.
The Partner will aid Advisera to improve the marketing strategy for the market in Territory, if
necessary.
The Partner and Advisera will share all necessary information with each other to assess the success of
the partnership and resulting revenues therefrom on a monthly basis, per a mutually agreeable
report format.
The Partner will ensure it complies with all federal, state and local statutes, rules, regulations and
ordinances related to the sale of the Advisera products and services.
The Partner will promptly inform Advisera of any material change in its ownership. This Agreement
may terminate if the new owner is reasonably deemed to be a direct competitor of Advisera.
Article 11
The Partner shall perform work under Article 1 of this Agreement at its own premises, and will at its
own expense furnish equipment, including hardware, software and communications that are
necessary to carry out work specified in this Agreement.
The Partner shall ensure at its own expense the maintenance of hardware and purchase of
consumables and office supplies.
When visiting potential customers and buyers, the Partner shall use its own transportation, at its own
expense.
Article 12
The Partner shall finance all costs of promotion of the Products.
The Partner shall seek prior written consent from Advisera for any promotional activity which
mentions the name or uses the logo of Advisera or the Products, or names of authors mentioned in
the Products.
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Article 13
Advisera has the right to supervise the Partner in performing work under this Agreement, to control
the correct interpretation of the Products, and may prohibit the Partner to work in sales operations
under this Agreement.
Advisera reserves the right to review all Advisera related documentation produced by the Partner to
ensure quality and accuracy.
Article 14
The Partner shall upon written request by Advisera immediately discontinue the work as a Partner
performing work under this Agreement due to:
failure to comply with the provisions of this Agreement,
lack of expertise,
lack of financial stability,
anything which might reasonably be considered: (i) to be immoral, deceptive, scandalous or
obscene; or (ii) to injure, tarnish, damage or otherwise negatively affect the reputation and
goodwill associated with the Advisera,
not upholding the brand standards,
other justifiable reasons.
Advisera reserves the right to cancel any outstanding earned commissions in these cases.
Article 15
Advisera shall provide technical maintenance of the Products and keep the content of the Products
up to date.
III. COMMISSION
Article 16
The Partner will receive a 20% commission on the first-year revenues of any product they sell.
As consideration for promoting the Products by the Partner, the price for promoting is in the form of
a commercial commission: 20% of the total purchases finalized through the website.
The commission in this article is expressed in gross terms related to the Product sales themselves,
excluding all taxes, contributions, and other statutory expenses.
Partner will not receive commission for self-purchases.
Article 17
Advisera shall calculate all payments received for the sale of the Products as per this Agreement
during one month by the 5th day of the following month. The calculation shall be sent by e-mail to the
person authorized by the Partner.
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The following criteria shall be applied to determine whether the Partner has right on a commission
for an individual sale of the Products: the purchase was performed through the website provided by
Advisera.
Advisera has the right to suspend payments to the Partner if there is a reasonable suspicion that this
Agreement have been violated. Advisera has the right to delay payments to the Partner in order to
verify the purchase data provided and/or the quality of the traffic (e.g. fraud, duplication, incentives,
tracking, self-purchases, etc.).
Advisera will track all sales sourced by the Partner and pay the entire payout balance within thirty
(30) days for the previous month (if the minimum payout balance for that month has been met and
the Partner has entered payout details, e.g. bank name, account number, etc., in the software). All
payments will be made in U.S. dollars (USD) unless agreed otherwise with the Partner.
The commission shall be paid only for work for which payment has been received from the customer.
The minimum commission payout balance is USD 200.
The commission can be paid to the Partner for two (2) years after the Agreement has been
terminated.
The commission shall not be invoiced for sales or revenues that have been cancelled, refunded,
charges back or any other cases where Advisera did not make recognize revenue from particular sale
(“Cancelled sales”). If the commission for the sale was invoiced and the sale or revenue become
Cancelled sales afterwards, the Partner will reduce the following invoice for the commission related
to the Cancelled sales.
The Partner shall invoice Advisera by the 10th of the month for the previous month in one of the two
following ways: (a) if the Partner is a legal entity, the Partner will issue the invoice directly to
Advisera and send it to invoices@[Link]; or (b) if the Partner is a natural person, a technical
recruitment agency needs to be engaged in the invoicing and payment process. Advisera will agree
with the Partner as to which technical recruitment agency is most appropriate depending on the
Partner’s country and payment currency. The commission to the technical recruitment agency will be
paid by the Partner.
IV. FINAL PROVISIONS
Article 18
For the purpose of executing this Agreement, Advisera shall provide the Partner with access to
materials in English.
English shall be the official language for the implementation of this Agreement, as well as for all
communication pertaining to this Agreement. The U.S. dollar (USD) shall be the currency used for
calculations and payments related to this Agreement.
Article 19
The Partner agrees to perform work under this Agreement in accordance with professional rules and
rules laid down by Advisera, and with due business and professional care.
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If by careless or negligent operation the Partner incurs damage to Advisera, buyers or third parties,
the Partner shall compensate the damage in full.
In case of serious non-compliance with the provisions of this Agreement by the Partner, Advisera
may terminate this Agreement without prior notice.
Article 20
All information pertaining to this Agreement, as well as the conditions, price lists, technical details
and other Products’ materials represent a trade secret by Advisera, which the Partner shall keep for
the duration of this Agreement and after its termination. All details related to Advisera’s business,
Products, transactions, commission, and agreements will be kept 100% confidential and will be
bound by this non-disclosure and confidentiality article of this Agreement.
Article 21
This Agreement shall be effective on the date when it is signed by both Parties.
The parties may terminate the Agreement unilaterally with a notice period of 1 month.
In case of serious violation or repeated failure to observe the provisions of this Agreement, each
party may terminate this Agreement with a chosen notice period.
All commenced work and all mutual obligations must be completed during the notice period, and all
documentation related to performance must be submitted to Advisera.
Article 22
For the duration of this Agreement, the parties may agree to modify, amend, or adjust individual
provisions of this Agreement by means of an Annex to the Agreement. The changes shall be valid if
prepared in writing and signed by the parties.
Article 23
The parties shall endeavour to settle amicably any disputes arising in connection with the application
of the provisions of this Agreement; in case of failure the court in Zagreb, Croatia shall have
jurisdiction over the dispute.
Article 24
The Parties will indemnify each other and its employees, subcontractors, owners and directors
against any claims, loss, damage, costs and expenses which a party may incur as a consequence of
any act, omission, negligence or default of the other party, its employees, subcontractors, assignees
or agents in connection with or in execution of this Agreement.
Neither party is making any guarantees of future revenues from this Agreement and will not seek any
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claims for lost or unrealized revenues from the other party, or its employees, subcontractors,
owners, and directors.
In no case, other than for issues of indemnification, will Advisera be liable to the Partner for any
amount in excess of the commissions paid or payable by Advisera to the Partner.
Article 25
Without prior written approval, the parties will not, and will ensure that their employees or
subcontractors will not, make any approach to any member of staff of the other party, nor will any
party offer employment to any of the other party’s employees or contractors either during this
Agreement or for a period of twelve (12) months from the termination or expiry of the Agreement.
Article 26
The parties and its employees and subcontractors are independent contractors and nothing in this
Agreement will render them an agent or partner of the other party and neither party will not and will
ensure that its employees and subcontractors will not hold themselves out as such. Neither party nor
its employees and subcontractors will have any right or power to bind the other party to any
obligation.
This Agreement will not establish a joint venture, agency or legal partnership between the parties.
The Partner will not be considered under this Agreement or otherwise or in any way as having the
status of employee or being entitled to participate in any plans, schemes, arrangements, or
distributions by Advisera pertaining to or in connection with any person, stock, bonus, profit sharing
or other benefits provided ordinarily by Advisera to its employees.
Article 27
This Agreement was made in 2 (two) identical copies, one for each contracting party.
Article 28
The Agreement shall enter into force when signed by both Parties.
_______________________________ _____________________________
SIGNED by ALBERTO PAZMINO SIGNED by Ruzica Kadic Kesegic
for and on behalf of for and on behalf of
The Partner Advisera Expert Solutions Ltd
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Channel Partner Program Agreement Renewal - Signature...
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Reseller agreemen... 1_0 - DK [Link]
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Audit trail date format
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Status Signed
2023 / 01 / 09 Sent for signature to Ruzica Kadic Kesegic
[Link] UTC+1 ([Link]@[Link]) and ALBERTO PAZMINO
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IP: [Link]
2023 / 01 / 09 Viewed by Ruzica Kadic Kesegic ([Link]@[Link])
[Link] UTC+1 IP: [Link]
2023 / 01 / 09 Signed by Ruzica Kadic Kesegic ([Link]@[Link])
[Link] UTC+1 IP: [Link]
2023 / 01 / 09 Viewed by ALBERTO PAZMINO (albertopazmino@[Link])
[Link] UTC+1 IP: [Link]
2023 / 01 / 17 Signed by ALBERTO PAZMINO (albertopazmino@[Link])
[Link] UTC+1 IP: [Link]
2023 / 01 / 17 The document has been completed.
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