Marketing and Distribution Agreement For Dealtio Platform

We Agreed on The Below

First/ Dealtio Platform which is registered Under the name of Dealtio for E-Commerce (L.L.C)

Registered with the Commercial Register number (196848) For the Year (2022) and Tax Card Number (704-109-697) For the Year (2022)

Which is located at : 21 Mohamed Tawfik Diab st. – Nasr City – Cairo

Introductory clause

The first party is a provider of multiple and integrated solutions, An agreement for platforms and systems for marketing services and e-commerce, according to the Egyptian law system, and it has great experience and an honorable reputation, and this is provided through (DEALTIO).

Owned and exclusive marketing and display of goods and services.

And since the second party works in the field of manufacturing products (          ) and wants to benefit from the services and solutions provided by the first party and related to it through the use of modern technology, and since the two parties want to define the rights and obligations of each party towards the other to serve their common interests in accordance with the principles of dealing It is good for this relationship to be consistent with the requirements of the regulations related to the movement of internal or international trade in force ..:

And after both contracting parties acknowledged their full capacity to contract and act legally, it was agreed and agreed upon as follows:

First clause

The previous introductory clause is considered an integral part of this contract and complementary to it in all its terms and conditions, and it is read and interpreted with it, in addition to the following definitions of the main terms used wherever they appear in this contract and which are explained in this article as follows:

What is meant by the first party: is the company that owns DEALTIO platform (and is the party that provides the service).

- What is meant by the second party: is every (producer or promotion requester or distributor) or whoever registers an account on the platform.

- What is meant by electronic applications: It is (Dealtio e-commerce platform www.dealtio.com and mobile applications) for marketing and offering goods and services.

What is meant by products: means the products manufactured by a company exclusively and detailed in Appendix No. (2) approved by the second party and attached to this contract.

- Trademarks: They are the registered trademarks of the second party and the registered trademarks of the products, which are detailed in Appendix No. (3) approved by the second party and attached to this contract.

- Distribution area: It is a region or a country, or it is the places specified regionally for the marketer and distributor to distribute the Producer’s  products

The provisions and laws in force in the Arab Republic of Egypt applies to this contract, in particular the provisions relating to commercial agencies and trademarks stipulated in the Egyptian Commercial Law.

The second clause: (Presentation of marketing goods and services)

In exchange for the undertakings and conditions stipulated in the contract, the second party appointed the first party as a marketer in the distribution areas and as a franchisor also as an exhibitor, organizer, marketer and promoter of related goods and services or the production of the second party, in accordance with the following provisions:

- The second party authorizes the first party to display, promote and advertise its own products, goods and services in the electronic applications owned and supervised by the first party, in order to make it available for sale and purchase through those electronic applications as a marketer in the distribution areas.

- The second party is obligated to provide all the requirements and to fulfill the real data and information related to the goods or service to the first party for the purpose of displaying them on the electronic applications, and the second party is solely responsible for the validity of the data and information provided by it.

The first party has the freedom to choose electronic applications to display goods and services to the second party, as well as their number, and the freedom to choose the appropriate means, spaces, and time periods for display and advertisement.

The second party is obligated to prepare and present all designs and promotional and advertising materials for its goods, and sends them to the first party to be displayed in the electronic applications. The first party may make the necessary designs for advertisements and display them in the electronic applications as it deems appropriate. Materials, designs, advertisements, or other means of advertising and publishing prepared by the first party on the electronic applications, except after obtaining his prior written approval and paying the value thereof.

- The second party Bears alone all the consequences and legal effects of any deal after its presentation and promotion with the knowledge of the first party, and this includes the obligation to deliver the goods and the safety of the product and the obligation to ensure the quality of manufacture and its conformity with the standard specifications approved in the Arab Republic of Egypt and the distribution area and others, and the first party is not considered a party to any deal It does not assume any liability in the face of any party in this regard.

- The second party is obligated to compensate for the products delivered by him, replace them and return them at his own expense if they have a manufacturing defect or a hidden defect.

- The second party is obligated to review all operations and deals that took place through the first party on a sustainable basis and to verify and audit all request data and the special deal at the request of the customer and to keep all the documents related to the performance of the service and the delivery of products and goods and the customer’s proofs without the Any responsibility on the First Party.

- The second party must, throughout the contract period, provide and update the first party's systems with data, the number of goods and their specifications for each item, and the period required for their availability if they are not available, in order to avoid the occurrence of sales of non-existent goods, and the second party Bears Alone the responsibility for violating this and compensation for the resulting delay or damage The first party and the customer, in addition to signing delay fines.

- The second party bears all the legal consequences of the completion of any commercial agreement to which the first party is not a party, and it also bears jointly with the customer or the buyer the effects of any contract, agreement or deal that takes place with the knowledge of the first party.

- In Case of any technical Issue or technical Error in one of the purchase or sale operations, the second party must immediately inform the first party to amend the defect using the available means and methods prescribed for that.

The second party grants the first party the right to use its trademarks or the trademarks of the products within the scope of the distribution area in connection with the marketing and distribution of these products, and the first party is obligated not to use them in anything other than what is intended for them.

The Third clause: (Legality of Goods and Services)

- The second party acknowledges that all products, goods, services and advertisements subject to the contract that the first party is required to display and promote on electronic platforms and electronic applications are not prohibited, suspicious, stolen or imitated, or violate the laws in force at ministries, government agencies and institutions, or constitute a violation of intellectual or industrial property rights Or violate the rights of any individual or company, and in Case of a violation, the second party Bears alone the personal and legal responsibility and all the effects of these violations without the slightest responsibility on the first party.

- The second party is obligated to maintain at all times all licenses, permits, government approvals, and authorizations that legally qualify it to manufacture products, provide goods, or perform services, and it is responsible for providing safety and security requirements and appropriate storage conditions until delivery to the customer

- The second party also acknowledges that all trademarks of products, goods and services that it provides to the first party for display in electronic platforms and electronic applications belong to it, and the first party does not bear any responsibility towards them, and the first party does not bear any responsibility as a result of errors that occur due to incorrect data and information presented by before the second party.

The Forth clause: (contract value, sales commission, and payment methods)

First, the two parties agreed that the second party would pay the first party a counterpart

1- Type of subscription package (           )

2- The value of the subscription package (               )

- The first party is obligated to provide all the contents of the package, which are detailed in Appendix No. (1) approved by the first party and attached to this contract.

- The exchange rate is calculated according to the Central Bank on the date of the contract.

The Fifth clause:  (Type and value of the platform subscription package)

Concerning the contract and the second party's payment of the value of the subscription to the service provided by DEALTIO, the two parties agreed that the contract would be concluded and the financial consideration for it determined with an additional appendix as an integral part of this contract after the second party's acknowledgment of sufficient knowledge and Awareness of what the first party offers of subscription packages and their prices and different categories that he determines Acting on his vision in choosing electronic applications to display goods, as well as their number, available means, spaces, and appropriate time periods for display and advertisement, and then aware of the quality of service (package details) that he chose.

   (Attached to the contract is an appendix that includes the technical conditions of the contract, details of the package, its services, advantages and prices)

The Sixth clause: (General Provisions)

- The first party owns all the intellectual and legal property rights related to the promotional and marketing designs for the subject of the contract and what it includes of pictures, materials, information and advertisements that the first party displays in electronic applications belonging to him without prejudice to the original rights of the products or goods provided by the second party on his products and offered goods or any of the Advertising and promotional materials prepared in advance with his knowledge.

- The two parties acknowledge compliance with the provisions of the relevant laws and legislative regulations, the Personal Data Protection Law and other accompanying laws, regulations and systems in force that apply to the implementation of their obligations under this contract.

Since the contracts are based only on the principle of good faith in dealing, the two parties are obligated to implement this contract in accordance with its provisions and in accordance with the prevailing commercial custom in accordance with good faith in dealing. The marketing, promotion and distribution relationship requires the exchange of confidential information between them. Therefore, they have committed themselves through this contract to maintain the confidentiality of that relationship.

The two parties undertake not to harm each other, whether by word, deed, publication, or any other form of damage, and this obligation extends beyond the completion of the contract.

The second party must review all settings and services and test the service periodically to ensure that all data is correct in all stages of the service and that the settings are correct and efficient.

- In Case that the second party discovers any defect or suspicion of any abnormal or usual matter, it must immediately stop the service and report it directly and officially to the officials of the first party to find appropriate solutions that are consistent with the performance of the service by the means designated for that.

The first party is obligated to keep all copies of advertising and promotional materials, confidential data and information in a safe manner, and to take all necessary measures and precautions to protect this information and to use systems that ensure its preservation from damage. And he is obligated to return those copies that he received or received from the second party immediately upon request, whether they were written, electronic or digital, and without keeping or copying them.

- The first party alone is obligated to perform the services entrusted to the subject of the contract through the affiliation of those subject to supervision, and that this contract was concluded for considerations of technical competence of the first party, and that this contract was concluded for considerations of technical competence of the first party, and therefore it is not entitled to assign this contract or part of it to others.

The obligations agreed upon by the two parties in this contract are personal obligations that neither of them may assign or delegate to others.

The Seventh clause: (Account and registration obligation)

Once the second party registers an account with the first party, the second party is required to disclose specific information and choose a username and a secret password to use when using his account on Dealtio. Once the second party's account on Dealtio is activated, he is committed to the following:

- The second party is obligated to submit the required papers, documents, and documents that include a copy of the commercial register, industrial register, tax card, or any other documents requested by the first party.

- The second party is committed to presenting its products, data and prices to Dealito with all credibility to maintain the reputation of the first party in front of its customers around the world.

- The first party is not responsible for the second party's miscalculation of the prices that it displays for its products on the platform, as this will cause a weak movement and demand for its products offered on Dealtio. Thus, the second party is responsible for that, and the first party has no involvement in it.

The Eighth clause: (Technical Issues and Updates)

As an exception to the general principle of the commitment of the first party to take all appropriate and necessary means and measures to ensure the continuity of providing the service on a daily, sustainable and periodic basis, the first party may, at any time during the validity of this contract, cut off the services provided by it for a period to be determined without prior notice, in the following cases, for example:

- Cases of data updating or development of electronic applications.

- Cases of sudden technical Issue that require maintenance and repair to stop services.

- The work of electronic applications or one of them suddenly stopped for any reason outside the will of the first party.

- If he believes or has reason to believe that there is fraud, electronic piracy or other illegal operations

The Ninth clause: (Confidentiality)

- The two parties are obligated to maintain the confidentiality of the information related to this contract and any documents or information related to it, and the two parties must take all necessary measures to ensure the preservation of information and data related to this contract or its financial results, and it is not allowed to be traded or disclosed to any other party, and this obligation is enforceable and remains in force After the expiry of the contract period or its termination for any reason whatsoever.

- Some or all of the information may differ in its policy, requirements or availability, which is used in the following matters, for example (anti-fraud, SMS, payment gateways and means, servers, the Internet, programs and systems, data centers, etc. ....).

The second party agrees that all correspondence, documents, items and fees related to this contract are confidential and may not be shared by any other party.

- The two parties are obligated to use the confidential information that they receive or receive - in any way, whether in writing or electronic - for the purposes of this contract only.

Confidential information is meant: it is all the information disclosed by the disclosing party or any of its affiliates to the receiving party or any of its affiliates, and this information includes, for example, the following:

1- The information made available to the two parties on a daily basis, whether in writing or orally.

2- Any other information of a nature related to the second party, sister or related companies, its customers and employees, which were obtained either in writing or according to discussions.

3- Documents, data, reports and analyzes related to the company’s methods and operations, commercial and financial information, business plans, revenues, books, records and trade secrets, whether in writing or by digital or electronic means or any other method or which contain or reflect in any other way the information or data subject of this contract.

4- All information and data disclosed by the company, the second party to the first party, are confidential and will be dealt with by the first party on this basis.

5- Details of the contractual arrangements between the two parties.

6- Data related to work, commercial data and information such as price lists, discount rates, customer lists, distribution plans, guiding services, financial information, costs and quantity of distribution.

7- The second party shall maintain this confidential information and not disclose it to others during the term of this contract.

The first party has the right to use the information of the second party and the information contained in its services for the purposes of studies, research, development work, marketing and advertising, or using it in any other field that serves the activities of the first party, provided that it does not publish or disclose personal information of the second party.

- The two parties guarantee that their affiliates are aware of and informed in advance of the terms and conditions of this clause and that they are committed to all of the terms and conditions contained therein. In the event of a breach by either party or any affiliate, he shall be responsible for direct and indirect losses and damages to any party.

The Tenth clause: (limitation of liability)

To avoid any misunderstanding or doubt, the first party does not bear any obligation other than the obligation to provide the service of displaying and marketing the goods of the second party without the slightest responsibility for the product, goods or service provided, and therefore the first party is not responsible for any claim, complaint, claims, expenses, loss or A debt or any other kind of legal responsibilities resulting from this contract or related to its provisions. In all cases, the second party must bear any expenses or losses due to this contract that the first party bears and compensates for that.

The Eleventh clause: (Amendments and Appendices)

Amendments and / or appendices attached or that may be attached to this contract are considered an integral part of this contract, and the additional appendices are edited or canceled with the approval and signature of the two parties without the need for a separate agreement.

The Twelfth clause: The Competent Court (Dispute Resolution)

The two parties acknowledge that this contract is subject to the Egyptian law and that in the event of a dispute or dispute, God forbid, the dispute shall be resolved through first conciliation, negotiation or amicable settlement.

The Thirteenth clause: (Contract Termination and Contractual Compensation)

In Case that the second party wishes to terminate the contract, this will be only before listing its products on the platform, and the full amount will be refunded in the event of cancellation. Then, after the products are listed on the platform, the policy stipulated in Item Seventeen (17) is implemented.

If the contract is terminated or rescinded at an inappropriate time and without a legitimate reason justifying that, and this would expose either party to a loss, the party causing it shall be obligated to compensate the injured party for the loss incurred.

The first party has the right to terminate this contract and compensation if the second party attempts to waive this contract in a manner contrary to what is stipulated in this contract, or if the second party commits acts of treason and dishonesty or any immoral behavior that is intentionally committed, or if it violates the provisions and provisions of this contract. The contract, or the inability to make the distribution process a success within a reasonable period of time, or the inability to pay the dues of the first party during the agreed period.

- This item is considered null and void in the case of discounts on the original subscription value.

The Fourteenth clause: (Correspondences and Notices)

- All notifications related to this contract shall be sent between the two parties in writing by registered mail, or the approved e-mail to each of them at the addresses mentioned in this contract. Notices sent to his fixed address in the contract.

- When submitting service or contract termination notices, the notice must be in writing and signed by or on behalf of the person who submits it, and it must be sent by registered mail with acknowledgment of receipt to the other party.

The Fifteenth clause: (Contract Duration)

The duration of this contract is one year starting from the date of signing this contract and ending in ……… unless one of the two parties notifies the other party of his desire to renew the contract for other similar periods two months before the end of this contract.

The Sixteenth clause: (Copies of the Contract)

This contract was drawn up in two original copies, with each party holding a copy to work with when necessary.