SELLGATE Sales Outsourcing

The small print

A solid base for successful sales services.

Terms and conditions

SELLGATE SELLGATE SELLGATE
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§ 1 Sales services

I. Clients' addresses

A. Target clients' addresses can be provided by the customer or SELLGATE.

B. Target clients' addresses will be segmented according to criteria relevant to sales. These criteria will be set by the customer in conjunction with SELLGATE. The segmentation of clients' addresses can be conducted by the customer himself or by SELLGATE at no costs.

C. The customer provides SELLGATE with a list of companies placed with blocking notice. SELLGATE shall under no circumstances approach any of these companies.

D. The customer ensures that clients' addresses delivered to SELLGATE are not dealt with by other partners of the customer (retailers/resellers, distributors, etc.)

E. SELLGATE can at any time suggest further potential clients apart from the existing stock of target clients' addresses. The customer has the right to refuse these addresses.

II. Appointments arranged by telephone

A. A monthly number of appointments is agreed upon which SELLGATE will arrange for the customer.

B. The customer informs SELLGATE about his time windows

C. The appointments will be attended by the customer himself.

III. Appointments for presentation

A. A monthly number of appointments is agreed upon which SELLGATE will arrange for the customer.

B. Appointments with potential clients will be planned and organized by SELLGATE at their own discretion.

C. The first two appointments with a sole client can be organized by SELLGATE without consultation with the customer.

D. All subsequent appointments with a sole client will only be arranged if the customer and SELLGATE agree that this appointment is target-aimed and to the advantage of both parties. This rule does not apply to subsequent appointments with the aim to sell other or additional products or services to this client.

E. The SELLGATE team will exclusively act under the name of the customer.

IV. Holding workshops

A. Workshops will only be held if a minimum of three companies attend. Workshops will be held in hotels or congress centers hired for this purpose.

B. A monthly number of workshops is agreed upon which SELLGATE holds for the customer.

C. Appointments with potential clients will be planned and organized by SELLGATE at their own discretion.

D. The SELLGATE team will exclusively act under the name of the customer.

V. Sales tools

A. Information on customer's products and services:
1) The customer provides SELLGATE with a complete and latest list of available products and or services.
2) Changes and additions which are planned have to be communicated to SELLGATE at least 4 weeks ahead of announcement.

B. Price list
1) The customer provides SELLGATE with the latest price list.
2) This price list has to comply entirely with the customer's price list used for his sales activities.
3) Price changes which are planned have to be communicated to SELLGATE at least 4 weeks ahead of announcement.

C. Business cases
1) If possible, the customer provides SELLGATE with so called „Cases“ (examples / clients' projects) as part of the sales material and for use in verbal sales argumentation.
2) The transmission of the Cases to SELLGATE takes place in written form.
3) SELLGATE has the option to edit these Cases in order to improve understanding with regard to sales promotion.

D. Clients' references
1) The customer provides SELLGATE with a list of clients' references.
2) The customer specifies if possible contact persons of selected clients' references, so that potential clients acquired by SELLGATE can prove features such as performance, quality and advantageous ROI of products and services offered by the customer.

VI. Pricing / Proposal preparation

A. The base for pricing / cost estimate or proposal preparation are the list prices of the price list provided to SELLGATE by the customer.

B. Cost estimates / proposals are in principle raised by the customer after consulting SELLGATE and within the rules agreed upon with signature of this contract. The customer will send cost estimates and / or proposal to the client.

C. Clients' change requests to cost estimates / proposals will only be conducted by the customer in consultation with SELLGATE.

D. SELLGATE obtain permission from the customer to freely adjust prices for potential clients, without prior approval from the customer. The extend of this free room to manoeuvre is to be defined and shall be both below and above the customer's list prices provided to SELLGATE.

§ 2 Performance fulfilment

I. The fulfilment of performance within the timeframe of performance will be monitored by means of sales meetings on a regular basis.

II. By means of the CRM tool provided by SELLGATE, the customer is able to overview the status of performance fulfilment at all times.

§ 3 Remuneration

I. Remuneration of address provision

A. The provision of target clients' addresses will be charged to the customer's account seperately. The customer has to give his prior written appointment for this service.

B. The target clients' addresses thereby change into the property of the customer. SELLGATE is obliged to use these addresses solely for the purpose of the customer's mandate.

II. Remuneration of appointments arranged by telephone

A. A commission per each appointment arranged by telephone will be agreed upon.

B. The commission is to be calculated by the number of appointments agreed upon for the contractor within the timeframe of performance, not by appointments actually taken place within the timeframe of performance.

C. All appointments agreed upon will be invoiced, including appointments which finally fail. In return SELLGATE accepts postponements free of charge, whether the postponement is caused by the customer or the target contact.

III. Kick-off flat rate allowance

A. Larger projects require a one-off flat rate allowance to be defined („Kick-off flat rate allowance“).

B. The kick-off flat rate allowance includes the briefing, the team building, the workshop at the start of the project on the customer's premises and the installation of the CRM tools.

IV. Remuneration of presentation appointments

A. A commission per each presentation appointment will be agreed upon.

B. The commission includes direct marketing, arrangement of appointment, preparation, travel costs, the presentation, CRM control and follow-up of appointments.

C. Each appointment with a client which takes place with the aim to complete contract for the customer, will be remunerated to SELLGATE by the customer. This includes, but is not extended to, follow-up appointments with a sole end client.

D. Appointments cancelled by the client, even without serious reasons given, will be remunerated to SELLGATE at full price.

E. Appointments which are cancelled due to misfunctionality or errors of the demonstration tools / samples will be remunerated to SELLGATE at half price.

V. Remuneration of workshops

A. A commission per each workshop held will be agreed upon.

B. The commission includes direct marketing, arrangement of appointment, preparation, travel costs, the presentation, CRM control and follow-up of appointments.

C. Expenses related to bookings of hotels and conference centres will be invoiced seperately to the customer. The customer has to agree each booking beforehand.

VI. Turnover commission

A. The turnover commission derives from a rate of commission to be defined, and which in return refers to the turnover generated by SELLGATE for the customer.

B. The turnover commission also applies to all additional income which the customer indirectly receives. This includes, but is not extended to:
1) Commission fee for sub-contracts which the customer receives from sub-contractors.
2) Contracts which are forwarded to any of the customer's subsidiaries.
3) Additional income which derives through master contracts with cooperative partners or resellers initiated by SELLGATE.

C. With regard to the turnover commission, the right of the contractor to obtain information is agreed upon.

VII. Over-target bonus

A. If a turnover priorily defined is overexceeded, a bonus to be defined will be paid to SELLGATE for the additionally generated turnover.

B. With regard to the over-target bonus, the right of the contractor to obtain information is agreed upon.

VIII. Commission after termination of contract

A. In addition to the commission on sales increases generated within the duration of this contract, SELLGATE obtains an after contractual commission guaranteed by the customer on:
1) Subsequent orders from new clients acquired within the duration of this contract.
2) Orders from new clients, who become clients after the duration of this contract, as far as this can be ascribed to the sales activities by SELLGATE defined in this contract.
3) Indirect additional income which is indirectly paid to the customer (sub-contractors, subsidiaries, cooperation partners, resellers).
4) The after contractual commission is to be paid for 2 years after termination of contract between SELLGATE and the customer.

B. With regard to the turnover commission, the right of the contractor to obtain information is agreed upon.

IX. All remuneration are due without deductions within 14 calender days upon receipt of contractor's invoice. A monthly billing is agreed upon.


X. All remunerations plus statutory VAT.

 

§ 4 Exklusivity

I. The services will be exclusively deducted by the contractor. The contractee is therefore not authorized to appoint a third party for the services described above.

II. The customer ensures SELLGATE that the target addresses provided to SELLGATE implement no restriction whatsoever regarding a restraint on competition of the customer.

III. SELLGATE ensures the customer that for the duration of this contract, not to work for any competitor without prior permission of the customer.

IV. SELLGATE ensures the customer that for a period of 2 years after termination of this contract between SELLGATE and the customer, SELLGATE will not work for any of the customer's competitors. This period shall be extended to the maximum time frame which ends with the after contractual commission payment for SELLGATE.

§ 5 Liability for damages

I. The contractor is liable for damages to the contractee (including indirect or consequential damages) – regardless of the legal cause – only under the following circumstances: in an intent or act of gross negligence on behalf of the contractor, his legal representatives or performing agents, but not in a case of an ordinary negligence.

II. The limitation of liability as defined in paragraph I. does not apply to the liability for damages of life, body or health or the liability for the culpable breach of constitutive contractual commitments.

III. Compensation claims of the contractee due to culpable breach of constitutive contractual commitments are restricted to the typical, predictable damages.

§ 6 Data privacy

I. The contractor commits himself to maintain silence regarding all information received in connection with his activities for the contractee. This includes personal information. The contractor will also brief persons working for him with regard to this contract about this commitment. This commitment is still applicable without modification after the termination of this contract.

§ 7 Further agreements

I. The contractee agrees that his personal data is automatically saved and processed.

§ 8 Salvatorious clause

I. If individual or entire provisions of this contract are invalid or unachievable, or if they lose their validity or achievability at a later point, the validity of the remaining provisions in this contract will not get affected. An arrangement will then come into effect which economically comes closest to the former provisions. The same applies to possible legal gaps in this contract.

§ 9 Court of jurisdiction/place of fulfilment

I. Court of jurisdiction and place of fulfilment for all rights and obligations arising from this cooperation is the place of business of the contractor.

§ 10 Applicable law

I. The law of the Federal Republic of Germany applies exclusively to this business connection.

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