1 TERMS AND CONDITIONS
1.1 Aim
This memorandum establishes the terms and conditions between NOI International Consulting Ltd based in Hong Kong ("Manager"), Network ("Net") and Affiliates ("Members").
The Manager, as the leader of the Net network, network manager, network reputation manager, marketing manager and intermediation agency, offers to Members a top quality service in the name of their belonging to the network. These services concern China and Italy.
1.2 Definitions
"Member": any natural or legal person who applies to be part of the Network and is accepted by the Manager.
“Net”: represents the complete contractual relationship between the parties and all Chinese and Italian affiliates.
“Membership”: refers to the acceptance of common objectives, common policies and roles between each entity part of the network. Members will benefit from the brand of the network and the services provided by the Manager.
“Database”: the Manager provides access to the network database to its agents in Europe and Asia so that they can procure and propose business or partnership opportunities to Chinese Members in Italy and vice versa.
"Services": promotion of the network and its individual members, scouting.
"Agent": a third party that collaborates with the network to conduct research on the territory with the aim of matching the needs of the Members.
1.3 Regulations
It is at the Manager's sole discretion to analyze and accept affiliation requests. The Manager has no obligation to provide the reasons for his decision.
Member agrees to abide by the terms and conditions of this memorandum and follow its procedures.
The rights Member receives based on this memorandum are exclusive and reserved only for Net affiliates.
The Member and the Network Manager (NOI International Consulting Ltd) may freely decide, if both parties wish, to reach an Agency Agreement if the opportunity or situation makes it necessary and to access the Manager's paid services. The two parties will receive their benefits and their compensation only by virtue of and under the terms regulated by the Agency Agreement. Belonging to the Net does not provide for any compensation, no right or gain insurance from either party, nor can Members claim benefits, services or partnerships from other network affiliates by virtue of their belonging to the Net, except the Manager's free services .
The Member absolutely cannot: (i) request payments on behalf of the Manager or Net, (ii) provide conditions or guarantees on behalf of the Manager or by virtue of its belonging to the Net, (iii) make any representation on behalf of the Manager or of Net, (iv) commit the Manager or Net in any contract, pre-contract or letter of intents, (v) make promises or provide guarantees regarding the contents of the promotional material provided by the Manager or (vi) take responsibility in the name and on behalf of the Manager or the Net network.
The Manager does not make any representations or warranties about the potential income that may result from Membership and participation in Net's programs. In particular, it denies any guarantee regarding the number of opportunities proposed or successful.
The Member will be treated as an independent contractor and there is no form of joint venture or franchise between the parties. The Member does not act as an agent, nor is it in any way a legal representative of the Manager or of the Net network. Neither party has a subordinate employment relationship with the other.
None of the parties will be held responsible for delays in performance or for non-fulfillment due to causes beyond its reasonable control, with the exception of the payment obligations for the services provided for by any Agency Agreement (not part of this memorandum).
1.4 Commission
Net Membership is completely free and does not include any compensation or commission. Under no circumstances may the Member conduct business or enter into contracts by virtue of reports of opportunities procured by the Manager's agents, or thanks to the services of the Manager by virtue of Membership, without first having signed an Agency Agreement with NOI international Consulting Ltd.
The Member, upon signing this memorandum, will earn the right to use the Net logo for marketing purposes, both on its website and on its letterhead. The Net logo cannot be used by the Member to market products and/or services due to Membership.
1.5 Intellectual property
The rules for the protection of intellectual property will be guaranteed by the Hong Kong court by virtue of the stipulation of this memorandum (see the dedicated chapter).
The Member undertakes not to infringe any intellectual property rights owned by the Manager and/or other affiliates of the Net network.
The Manager undertakes not to infringe any intellectual property rights owned by the Member.
The Member has the right to use the intellectual properties of Net (but not of the Manager), however following the policies described in this memorandum. The Manager is in no way responsible for any costs related to this use. You will not be liable in any way for claims or legal actions in connection with improper use or in violation of copyright.
The Member cannot sell services in the name of the Manager or the Net network, as well as use the trademarks of the company NOI International Consulting Ltd. Instead, it can freely use the logo and the Net brand only and only for the purposes described in the previous paragraph.
The Member cannot misrepresent himself as a direct provider of Net services.
The Member has the right to use the marketing material provided by the Manager through his affiliation system.
The Member agrees not to make any changes to any content of the network (for example, data, logos, trademarks, information, graphics, photos, etc.), unless specifically authorized in writing by the Manager. However, the suggestions, recommendations and ideas of all Members are welcome.
1.6 Representations, guarantees and indemnity
Each party declares and guarantees that:
He has the authority and full power to accept this memorandum and to execute it. It is not required to respect any exclusivity, for example through agreements of non-competition or exclusivity, neither in Europe nor in Asia (these constraints could instead be present in a eventual Agency Agreement).
The Manager declares and guarantees that it will keep all the material, data, intellectual property and anything else that can be considered sensitive by the Member, as a general European regulation on data protection, officially regulation n. 2016/679 and better known as GDPR.
1.7 Responsibility
The Manager excludes any explicit or implicit declaration of guarantee of merchantability and / or suitability for a particular purpose of any product (material or intellectual) of the Net network.
The Manager has no control over the Members and their actions, apart from the agreements stipulated in the name and in the interest of the Membership.
The parties exclude any kind of liability of one party to the other party for loss of revenue, loss of profits, loss of anticipated savings, loss of data, loss of opportunity or loss of expectations and any other form of consequence, special, indirect , punitive or of damage suffered or sustained in connection with this memorandum.
The exclusion of liability does not apply in cases where there has been a violation of the terms and conditions of this memorandum, including violations in relation to intellectual property and breach of confidentiality
Any liability of a party to the other party in relation to a loss related to this memorandum is limited to the extent to which the acts or omissions of the other party cause or contribute to cause such loss.
The Manager, as regards the terms of this agreement, must act in the interest of the Net network and its Members. The Manager and the Members do not have the right to gain anything from the use and exploitation of the Net network apart from the contracts obtained thanks the NOI International Consulting Agency Agreement, its agents and its services.
1.8 Communications
The Manager is the only person responsible for the relationship with the Members and must be in direct contact with them. Members shall under no circumstances solicit or contact other Members without the supervision or presence of an agent of the Manager.
The Manager will act as intermediary by virtue of this memorandum. None of the parties must disclose to the public information on any contractual relationship between the parties, except as permitted by this memorandum.
1.9 Confidentiality
The terms of this memorandum are not reserved.
The Manager reserves the right to send newsletters, reports and other information by e-mail.
It is forbidden to use the information of the Manager contained in its e-mail as junk mail, spam, collective communications, distribution of lists and chains of letters.
1.10 Cancellation
The Manager has the right to immediately cancel the terms of this memorandum and the Membership if the Member behaves in a way that does not comply with any of the terms established in this memorandum.
The Member may terminate the terms of this memorandum unilaterally and without a particular reason at any time.
This memorandum constitutes the terms of acceptance of affiliation to the Net network. It does not in any way replace any negotiation, agreement between parties, verbal or written, before or after this memorandum. Any changes or additions to this memorandum must be submitted in writing and signed by both parties.
1.11 Applicable law and jurisdiction
This memorandum is governed by the laws of Hong Kong. The Hong Kong courts will have jurisdiction over disputes arising from this memorandum.
1.12 Transfer
Neither party may transfer any part of this memorandum or any of its rights or obligations under this memorandum without the prior written consent of the other party.
1.13 Communications
All communications required by this memorandum must be in writing or by e-mail. The e-mail address of the Manager is: info@noiic.com.
