Partner licence and fee agreement

1. Subject of the agreement

Red Box grants the partner a licence to the platform software and, as a broker, brings the partner together with buyers and provides technical support for the deal (Article 813 and following of the Law on Obligations). The partner pays a fee for this only on completed deals. There is no subscription fee.

2. Licence

Red Box grants your company a non-exclusive, non-transferable right to use the partner portal for the term of this agreement: to receive requests, send quotes and manage orders, warehouses and tariffs.

3. Your role in a deal

In each deal your company is the buyer’s supplier and importer: it purchases the goods in China, arranges transport, clears customs and delivers to its warehouse under a supply contract concluded directly with the buyer. Red Box is not a party to that contract.

4. Buyer payments

The buyer pays your company directly. Red Box never receives or holds the buyer’s money and does not accept payments on your behalf. The Red Box account may not be given in a contract with a buyer as the account for paying for goods.

5. What the Red Box service includes

• attracting the buyer and handing you a ready request: product, quantity, packing, preliminary estimate;
• quote and negotiation tools: price form, chat, comparison of quotes for the buyer;
• generating the supply contract and annexes from the parties’ details and their electronic confirmation;
• the schedule of the buyer’s payments to you, reminders and payment marks, without money passing through Red Box;
• deal stages and notifications to the buyer;
• storage of documents, correspondence and the deal history;
• the rating and reviews on your company’s page.

6. Red Box fee

For the licence and the brokerage your company pays Red Box a fee of 2% of the value of the contracts with the buyer in the deal, excluding import VAT and the Red Box fee line. The fee is earned only when the deal is completed: the goods have been handed over to the buyer and all of the buyer’s payments have been marked. If the deal is not completed, no fee accrues. The rate may be changed only with 30 days’ notice, and a new rate does not apply to orders already accepted.

7. Invoice, act and payment

After the deal is completed Red Box issues an invoice and an act of services. They are available in the portal, sent by email and, where the law requires it, also through the electronic invoicing system (SEF). You confirm the act in the portal or send reasoned objections within 5 working days; otherwise the act is deemed accepted. Paying the invoice also means accepting the act. Payment is due within 10 days of the invoice date. Late payment bears statutory default interest (zakonska zatezna kamata). VAT and other taxes are charged according to the law. If payment is more than 30 days overdue, Red Box may stop sending you new requests.

8. Your obligations

Answer requests within one working day, prepare quotes in good faith, keep your company profile, warehouses and tariffs up to date, comply with customs, tax and foreign exchange law and, at Red Box’s request, provide the information needed to calculate the fee.

9. Partner representations

Your company represents, and ensures throughout the agreement, that it is registered and holds all permits needed for freight forwarding, transport, import and customs clearance, or engages persons who hold them; that neither it nor its owners are under sanctions; that it does not route prohibited, sanctioned or counterfeit goods through the platform; that it complies with tax, customs, foreign exchange and anti-corruption law; and that the details of its profile, warehouses and tariffs are accurate. You inform Red Box without delay if any of this changes.

10. Insurance

Your company maintains freight forwarder’s or carrier’s liability insurance to the extent usual for its business, offers the buyer cargo insurance and provides the policy to Red Box on request.

11. Indemnity

Your company compensates Red Box for all losses, fines and reasonable costs, including legal fees, arising from claims of buyers, public authorities and third parties relating to the goods, transport, customs clearance, the supply contract or your company’s breach of the law or this agreement.

12. Liability of Red Box

Red Box does not guarantee any number of requests or deals. The liability of Red Box towards your company is limited to the fees you paid in the 12 months before the event that caused the damage. Red Box is not liable for lost profit, loss of customers or other indirect loss. These limits do not apply to intent or gross negligence.

13. No circumvention of the platform

If, within 12 months after receiving a buyer’s request through the platform, your company concludes a deal with that buyer for the same or similar goods outside the platform, you inform Red Box and pay the fee on the same terms as for a deal on the platform.

14. Data and confidentiality

Your company processes buyer data obtained through the platform as an independent controller, only for the request and the deal and in line with personal data protection law. It does not use the data for mailings and does not pass it to third parties without a legal basis. Terms, prices and correspondence on the platform are confidential while the agreement is in force and for 3 years after it ends, unless the law requires disclosure.

15. Reviews and rating

Your company agrees to the publication of buyers’ reviews and the average rating on its page. You may reply publicly once to each review and ask Red Box to hide a review that breaks the rules. Red Box does not remove reviews for payment and does not change the ranking for a fee.

16. Changes to the agreement

Red Box announces changes by email and in the portal at least 15 days in advance, and changes to the fee rate 30 days in advance. If you do not agree, you may terminate the agreement before the changes take effect.

17. Term and termination

The agreement is concluded for an indefinite period. Either party may terminate it with 30 days’ written notice. Red Box may terminate it with immediate effect, stating the reason, for a serious breach: sanctions, fraud, prohibited goods or non-payment for more than 60 days. Deals already started with buyers are completed, and the fees for them remain payable.

18. Partner complaints

Complaints about decisions of Red Box go to iburtnik@gmail.com; we reply within 15 days. Before going to court, the parties may try to settle a dispute through mediation.

19. Governing law

The agreement is governed by the law of the Republic of Serbia. Disputes are decided by the Commercial Court in Belgrade.