Ubique Qurator - User Agreement

These terms and conditions set out the rights and obligations which will form the legal agreement ("this Agreement") between you ("Qurator") and Ubique srl (“Ubique”) whose registered office is in Via Rosmini 8, Milano 20154.

 

Upon validation and acceptance by Ubique of the Qurator’s application to join the Ubique Qurator Platform (as defined below), Ubique will communicate its acceptance of the Qurator’s application to access the Ubique Qurator Platform at which time this Agreement will take effect immediately.

 

1)  Definitions

In this Agreement the following terms have the following meanings:

 

"Client" the person authorizing the purchase order uploaded on the Platform by a Qurator.

 

"Commencement Date" the date on which Ubique informs the Qurator that the Qurator’s application to operate on the Ubique Qurator Platform has been successful;

 

"Confidential Information" all information or data (whether oral, visual, recorded in writing, in any other medium or by any other method) disclosed to or obtained by one Party from the other or from a third party, including without limitation any information relating to a Party’s operations, processes, plans, intentions, price lists, pricing structures, Intellectual Property Rights, market opportunities, customers and business affairs;

 

“Data Protection Legislation” means the Data Protection Act 2018; (b) 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 (General Data Protection Regulation) including the recitals or equivalent legislation; and all other applicable laws (including judgments of any relevant court of law) and regulations relating to the processing of personal data, data privacy, electronic communications, marketing and/or data security, in each case as amended, extended or re-enacted from time to time;

 

"Intellectual Property Rights" any patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

 

"Qurator Commission" or "Commission" the compensation each Qurator may earn on Transactions made by on behalf of Clients and confirmed by them after the receipt of the order confirmation invoice;

 

"Transaction" a purchase made in the interest of a Client on the Ubique Qurator Platform;

 

"Ubique Qurator Platform" and/or the “Platform” the internet platform owned or operated by Ubique for the uploading of the purchase orders by the Qurators on behalf of the Clients;

 

1)         Interpretation

1.1        In this Agreement unless the context requires otherwise:

1.1.1     references to a Clause are to a clause of this Agreement;

1.1.2      references to this Agreement are to this Agreement as amended from time to time in accordance with the agreed notice provision;

1.1.3     the singular includes the plural and vice versa; references to any gender include every gender; and references to persons include corporations, partnerships and other unincorporated associations or bodies of persons;

1.1.4      all headings are for convenience, have no legal effect and should be ignored when interpreting this Agreement;

1.1.5      the words "other", "including" and "in particular" do not limit the generality of any preceding words;

1.1.6     a reference to any provision of any enactment will be construed as a reference to that provision or enactment as amended, re-enacted or extended at the relevant time; and

1.1.7      unless the contrary appears any right or power conferred by this Agreement may be exercised and any duty or obligation imposed by this Agreement is to be performed, from time to time, as occasion requires.

 

2)         General

2.1        Subject to the terms of this Agreement, the Qurator agrees to cooperate with Ubique as a freelance personal shopper. The Qurator agrees to shop on behalf of his Clients by accessing the Ubique Qurator Platform and filing orders from the selection of luxury brands uploaded on the Platform; Ubique agrees to pay the Qurator a Commission (5%) on each Transaction.

2.2        The terms of the Ubique Qurator Platform are expressly incorporated into this Agreement.

 

3)         Commencement

3.1        This Agreement shall commence on the Commencement Date and shall continue until terminated upon five (5) days written notice by either Party to the other.

 

4)         Qurator’s Use of the Ubique Platform

4.1       Subject to the licence granted to the Qurator under Clause 4.2 below, Ubique reserves all of its rights, title and interest in its Intellectual Property Rights in the Ubique Qurator Platform and the Ubique Website.

4.2       Ubique grants to the Qurator during the term of this Agreement the credentials for the access to the Ubique Qurator Platform solely for the purposes envisaged by this Agreement. Any other use of the Ubique Platform is expressly excluded.

4.3       Ubique may in its sole discretion, from time to time, change the appearance or style of the Ubique Qurator Platform.  

4.4       The Qurator acknowledges that the Intellectual Property Rights of Ubique are and shall remain the sole and exclusive property of Ubique.

4.5       The Qurator agrees not to use the Ubique Platform in a manner that disparages Ubique, or its products or services, or portrays Ubique and/or its products or services in a false light.

4.6       The Qurator agrees not to reproduce or store all or any part of the Ubique Platform in any form on any other website or other electronic retrieval system.

4.7       Without prejudice of the freelance nature of the relationship, The Qurator accepts that in case of inactivity, Ubique is allowed to send a monthly newsletter instead of the weekly newsletter provided for the active Qurators. 

 

5)         Qurator Warranties

5.1       The Qurator represents and warrants to Ubique that:

5.1.1     The Qurator shall fill the Client orders provided by the Ubique Qurator Platform according to a valid authorization received by each Client.          

5.1.2     The Qurator will do nothing that would detrimentally affect Ubique or Ubique’s good name and/or reputation and shall fully indemnify and keep Ubique fully indemnified against all loss, damages, claims, demands, actions, costs, charges, expenses and liabilities of whatsoever nature which Ubique may suffer or incur as a result of breach of this warranty; and

5.1.3  The Qurator will comply in all respects with any obligations the Qurator may have under the Data Protection Legislation.

 

5.1.4     The Qurator:

5.1.4.1  will comply with all applicable laws and regulations;

5.1.4.2  including, without limitation, the domain name, will not infringe any Intellectual Property Rights of a third party or Ubique;

5.1.4.3  will not libel, defame, cause injury to, invade the privacy of or otherwise infringe or violate the rights of any person or third party;

5.1.4.4  will not link directly to any material which is in breach of the provisions of this Agreement; or

5.1.4.5  will not falsely advertise Ubique promotional codes, discounts or similar.

 

6)         Ubique’s Obligations

6.1        Ubique shall keep detailed and up to date records of all Transactions.

 

7)         Qurator’s Indemnity

7.1       The Qurator undertakes that it will fully indemnify Ubique and keep Ubique fully indemnified against all loss, damages, claims, demands, actions, costs, charges, expenses and liabilities of whatsoever nature which Ubique may suffer or incur as a result of a breach or negligent performance or failure in the performance by the Qurator of the terms of this Agreement.

 

8)         Qurator’s Commission

8.1        Payment of the Qurator’s Commission shall be made by Ubique in accordance with the terms of this clause and the terms and conditions of Ubique.

8.2        Ubique's obligation to pay the Commission shall be discharged by Ubique as follows: [●][DS1] .

 

9)         Termination and Effect of Termination

9.1       Ubique may terminate this Agreement forthwith by giving written notice to the Qurator if:

9.1.1     the Qurator commits a material breach of this Agreement (other than a breach of Clause 5), which is capable of remedy, and fails to remedy the breach within 14 days of written notice to do so;

9.1.2     the Qurator commits a material breach of this Agreement which cannot be remedied;

9.1.3     the Qurator is repeatedly in breach of this Agreement;

9.1.4     the Qurator is in breach of any of the warranties set out in Clause 5;

9.2        On termination:

9.2.1     all credentials granted by Ubique to the Qurator under this Agreement will immediately terminate;

9.2.2     Ubique shall have no obligation to pay the Qurator any Commission which is accrued but unpaid as at the date of termination if this Agreement is terminated for any of the reasons set out in Clause 9.1.

 

10)       Confidentiality

10.1      The Parties will at all times keep confidential all Confidential Information acquired in consequence of this Agreement, except for information which they are bound to disclose by law or where information requested by regulatory agencies or information given to their professional advisers where reasonably necessary for the performance of their professional services. The provisions of this Clause 10.1 shall survive termination of this Agreement.

 

11)       Remedies

11.1      The remedies available to either Party under this Agreement shall be without prejudice to any other rights, either at common law or under statute, which it may have against the other Party.

 

12)       Costs

12.1      The Parties will bear all their own costs and expenses incurred in connection with this Agreement.

 

13)       Relationship of the Parties

13.1      Ubique and the Qurator are independent Parties and not the agent, representative or partner of the other Party.

13.2      The Qurator declares to perform the obligations envisaged in the Agreement as a freelance. As a consequence of the independence of each Party and in reason of the absence of any obligation for the Qurator to charge a definite number of purchase orders, the Parties acknowledge that in any case whatsoever the relationship between them shall be intended as an employment contract or as an agency according to the relevant provisions of the Italian Civil Code. 

 

14)       Waiver

14.1      The failure of either Party to enforce or to exercise, at any time or for a period of time, any term of or any right arising pursuant to this Agreement does not constitute and shall not be construed as a waiver of such terms or right and shall in no way affect that Party’s right later to enforce or exercise it.

 

15)       Severability

15.1      The invalidity or unenforceability of any term of, or any right arising pursuant to, this Agreement shall not in any way affect the remaining terms or rights which shall be construed as if such invalid or unenforceable term or right did not exist.

 

16)       Notices

16.1      Notices may be sent as follows: [●][DS2] .

 

17)       Assignment

17.1      This Agreement is personal to the Qurator and may not be assigned, transferred, sub-contracted or otherwise parted with this Agreement or any right or obligation under it without Ubique’s prior written consent.

 

18)       Force Majeure

18.1      Neither Party shall have liability to the other Party to the extent that its performance of its obligations under this Agreement is prevented or hindered due to any circumstances outside its reasonable control.

 

19)       Variation

19.1      This Agreement (or any provision of it) may be amended upon five (5) days written notice by Ubique to the Qurator signed by a duly authorised representative of Ubique.

19.2  The continued performance of the Qurator’s obligations under this Agreement after the notice period set out in Clause 19.1 has elapsed shall be deemed to be a binding acceptance of such amendments.

 

20)       Entire Agreement

20.1      This Agreement and the Ubique Qurator Platform contain all the terms which the Parties have agreed in relation to the subject matter of this Agreement. Neither of the Parties have been induced to enter into this Agreement by a statement or promise which it does not contain save that this clause shall not exclude any liability which one Party would otherwise have to the other in respect of statements made fraudulently.

 

21)       Law and Jurisdiction

21.1      The construction, validity and performance of this Agreement is governed by the laws of Italy and the Parties accept the exclusive jurisdiction of the Tribunal of Milan.