Affiliate Agreement – Adore Us AB

Affiliate Agreement


Adore Us Babies and Consultants are hereinafter referred to as "Part" as well as

in common "Parties".


1.1. Adore Us Babies is an organic brand for baby clothes with a unique design

for children. High quality with a stylish design is the main focus. Adore Us

Baby's clothes are made from GOTS & OEKO TEX certified organic cotton.

1.2. Within the framework of its business, Adore Us Babies has developed a

product range including Organic Baby Clothing & Personal Baby Posters, sold to

private individuals through the Adore Us Baby website

1.3. Adore Us Babies is interested in appointing the Consultant with the right to

market and sell Adore Us Babies products and the Consultant is interested in

assuming such an assignment.

1.4. Against this background, the parties have agreed as follows. 2.


2.1. Adore Us Babies hereby advises the Consultant to market and sell Adore Us

Babies products under the website ("Products") to

customers in Sweden with a non- exclusive right. The consultant undertakes to

act as Adore Us Baby's Consultant for the Products.

2.2. The consultant shall perform his or her assignment in accordance with this

Agreement and applicable legislation as well as business ethics and ethical


2.3. The Consultant is not entitled to terminate a Sales Agreement with

Customer or otherwise bind Adore Us Babies, but Adore Us Babies will confirm

the orders Adore Us Babies wish to assume and the required agreement with

Customer will be met after ordering the Customer through the website

2.4. All deliveries of Products to Customer and All Billing are made directly from

Adore Us Babies and the Consultant is not entitled to pay any customer


2.5. It is the duty of the Consultant to inform the customer of his position as a

consultant and that orders or agreements to be binding on Adore Us

Babies shall be Written Confirmed by Adore Us Babies. The consultant will

further convey prices and terms of sale to the customer as Adore Us Babies

determines and provides the Consultant.

2.6. The consultant is not entitled to receive customer complaints. Such

complaints shall be forwarded immediately to Adore Us Babies.


The consultant will market the Products at your own expense, following the

instructions given by Adore Us Babies from time to time as well as using the

marketing material provided by Adore Us Babies.


4.1. The consultant is entitled to 20 percent compensation for all of Adore Us

Babies during the term of the agreement entered into with the Products with

Customers and made available through the Consultant's direct delivery of orders

on the Website under this Agreement.

4.2. Compensation is based on the net invoiced net price of the Products (after

deduction of VAT, freight and any discounts) invoiced to the customer.

Compensation is paid only if and to the extent that the customer fulfills his

payment obligation vis-à-vis Adore Us Babies.

4.3. Adore Us Babies shall provide the Consultant with a summary of the

remuneration received during the previous month not later than fourteen (14)

days after the end of each calendar month.

4.4. The consultant registers a PayPal account through his Affiliate account,

where payment is made automatically

4.5. In case the Consultant holds a F-Tax and VAT registration certificate, which

is to be presented to Adore Us Babies, the Consultant has the right to invoice

the compensation through his own company. In case Adore Us Babies is required

to pay social security contributions / special payroll on agreed compensation,

Adore Us Babies has the right to reduce agreed compensation to the extent that

complies with the statutory obligation.

4.6. In addition to the agreed commission under this paragraph 4, the

Consultant is not entitled to any compensation from Adore Us Babies for

expenses or other costs or otherwise for the performance of his obligations

under this Agreement.

4.7 Consultants buy and may sell the Adore Us Babies in their own name and on

their own account. Should you choose to trade with the Adore Us Babies

Products you will be considered, and shall at all times act as an independent

person (self-employed/sole trader) and not as an Adore Us Babies agent or

employee and working on principal to principal basis. You shall not have any

authority to negotiate, buy, sell or generally conclude any agreements in our

name or on our behalf or in the name and on behalf of Adore Us Babies.

4.8 Should you chose to trade with the Adore Us Babies Products you must

obtain for yourself all permits, licenses, and generally make any and all

registrations required under the relevant laws of the Territory for the

performance of an independent business practice, including any data protection

registration and tax registration. You are solely responsible for the reporting

and payment of any taxes, duties and fees applicable to such activity. You are

solely responsible for ensuring all aspects of your use of your Customers'

personal data complies in all respects with national data protection and privacy

laws. A direct seller shall keep and maintain proper books of accounts stating

the details of the products, price, tax and the quantity and such other details

in respect of the goods sold by him / her, in such form as per prevailing law. In

the event of a change in the law post signing of Terms, including the

introduction of GST, the Consultant shall comply with all provisions of such new



5.1. The Consultant shall only use the Adore Us Baby brand in all marketing of

the Products.

5.2. The consultant is not entitled to use or register trademarks, product names

or companies that may be confused with the name Adore Us Babies.

5.3. The consultant will follow Adore Us Baby's instructions regarding the use of

trademarks and product names, and the right to use this is limited to the term

of agreement of this Agreement.


4. Through this Agreement, the Consultant does not acquire any right to the

trademarks, characteristics or other intellectual property rights of Adore Us


5.5. The consultant shall promptly inform Adore Us Babies of infringement or

suspected infringement of the Adore Us Baby brand or design / copyright.6.

SECRET Consultant undertakes, during the term of the agreement and for two

(2) years thereafter, not to disclose

confidential information to third parties, which the Consultant receives or has

received from Adore Us Babies. "Confidential Information" in this Agreement

means any disclosure - by commercial or any other kind, whether or not the

information has been disclosed - with the exception of information that is

generally known or becomes publicly known otherwise than by a breach by the

Consultant against the content of this Agreement or was known to the

Consultant without confidentiality already when the Consultant received the

information in question.


7.1. This Agreement shall enter into force when signed by both parties and

apply until further notice with a mutual notice period of three (3) months.

7.2. Adore Us Babies has the right to terminate this Agreement in writing in

writing if the Consultant violates its obligations under the Agreement and not,

to the extent possible, complete rectification within ten (10) days of written


7.3. Upon termination of the Agreement, the Consultant shall return to Adore

Us Babies or, in accordance with the Adore Us Babiess Choice, destroy all

promotional material, all documentation and any other material received by

the Adore Us Babies Consultant or which may be deemed to contain confidential

information regarding Adore Us Babies or its business as well as to also cease to

represent Adore Us Babies.


8.1. The Consultant may not, in full or in part, transfer his or her rights and

obligations under this Agreement without Adore Us Babie's written consent.

Adore Us Babies is entitled to, without or without the consent of the

Consultant, transfer all or part of its rights and obligations under this

Agreement to a limited liability company wholly or partly owned by Sara


8.2. Amendments to and additions to this Agreement shall be made in writing

and signed by both Parties to be valid.


Dispute in connection with this Agreement shall be decided by a General Court

with Malmö District Court as the first instance.