ondilo
Distributors

PARTNER PROGRAM – LICENCE AGREEMENT





ONDILO is dedicated to the design, manufacture, and distribution of ICO products, smart water monitoring solutions.

ICO monitors Pool & Spa water 24/7, analyses and anticipates water characteristics and reports personalized recommendations to mobile phones.

It is in the context of an innovative and competitive market that ONDILO has turned to a selective distribution, to meet the requirements of high quality of service to consumers and partners. 

This selective distribution – “Authorized Distribution Partner Program” - is based on the selection of Partners chosen according to their ability to market ICO products in optimal conditions. The objective of the program is to increase the technical and commercial performance of the Partners - Resellers & Distributors - , enabling them to ensure efficient and profitable marketing for all.

1. Prior requirements of the Adherent Partners

In order to enhance the value of the ICO product range, in the best interest of all parties, the Partners shall necessarily require meeting a level of quality and seriousness. 

For this reason, the Partner shall: 

Be validly registered in the Trade and Companies Register, or its equivalent in the country in which it operates 

Comply with the standards applied in the country in which it is registered, both in commercial and social terms and in terms of taxation 

2. ONDILO's commitment

The objective of this program is to offer ONDILO's Partners specific guarantees as well as technical and commercial support. 

In any case, ONDILO is the sole owner of the "ONDILO" trademark, the "ICO" trademark, which have been registered with the I.N.P.I: 

ICO : registered at national level under number 16 4 265 782 on 16 April 2016 in classes 9, 11, 37, 40, 42, and at European level under number 15905847 on 10 October 2016 

ONDILO : registered at national level under number 16 4 265 781 on 18 April 2016, in classes 9, 11, 37, 40, 42, and at European level under number 15905896, on 10 October 2016

Authorised Partner, Reseller & Distributor level

As a Partner, the signatory of this charter is authorized to use the trademarks mentioned above and the distinctive signs attached, for the entire duration of its approval as a Partner, in its commercial communication, on a precarious basis and solely for the promotion and sale of the ICO product.

The Partner, as such, undertakes not to use these trademarks and distinctive signs as a corporate name or trade name, nor to create any confusion about its status as an independent trader, nor to disclose the information and products to a competing company.

This Authorised Partner level offers, in addition to the authorization to use the concerned brands with a view to marketing ICO products and the dedicated applications, the following services: 

A registration fee and access to the dedicated portal http://partner.ondilo.com

Marketing support through the provision of regular information

A listing in the "Internet Retail" or "Authorized Store" section of the ondilo.com Store Locator

Privileged access to ONDILO's customer/service support, including access to live chat with our technical teams

Complete after-sales management of the end customer by the ONDILO after-sales technical team.

The right to display a "Authorized Distributor” badge on their communication materials

Access to training sessions (webinars) organized by ONDILO

ONDILO reserves exclusive protected access to the Partners on the Ondilo Partner Portals, where they can find all the elements and tools made available. The access is protected by a login and a password. 

3. Reseller Partner's commitment

To offer the final consumer a service of the highest quality, the partner undertakes by this agreement to:

Strictly respect the positioning and values of the brands made available 

Respect the Recommended Retail Prices (R.R.P) of products indicated by ONDILO. Consequently, the minimum Recommended Retail Prices (R.R.P) published must be the one mentioned by ONDILO when the offer was established.

Not apply sales or promotions on Recommended Retail Prices (R.R.P) of the products without prior agreement from ONDILO.

Keep a minimum stock of accessories and spare parts (probes & calibration kit)

Sell via their own site. The license will be granted per site, i.e., one domain name.

Ensure that offers and Recommended Retail Prices (R.R.P) are respected if selling via marketplaces

In addition, the Reseller Partner shall:

Execute his activity as a good professional

Not interfere with ONDILO's commercial activity concerning its customers

Regularly inform ONDILO or the distributor about the state of the market in its area, the needs or wishes of the clientele and the actions of the competition

Not mask or modify the trademarks and logos present in the ONDILO products

Respond diligently to customer requests by providing first-level support

Respect the image of ONDILO

4. Specific commitments of the Distributor Partner

The Distributor Partner will have to keep the same commitments as the Reseller Partners (see paragraph 3). 

In addition, the distributor partner undertakes by the present charter to :

Inform its customers about the Partner Program – Licence agreement - and invite them to register on http://partner.ondilo.com to sign it

- Ensure that its customers respect the Partner Program and their commitments.

5. Commitment by the Partner as to the consistency of its website, the permanence of its content and access for consultation

The Partner is the owner and operator of its own website. If it has one and wishes to market ONDILO products on it, the Partner must have completed all the formalities incumbent on him with the National Commission for Information Technology and Civil Liberties. 

He undertakes to ensure that the definition of the web pages is of good quality, that the images are not corrupted, and that if there are one or more hyperlinks, or reserved spaces, these are visible and quickly accessible to the consumer. 

The Partner also undertakes to ensure that the Website is:

Aesthetic and effectively reflects the quality of ICO and affiliated products

Presented in such a way that the consumer is in front of a virtual shop window where he can see the products, prices, and all relevant information

Capable of receiving any consumer request, regardless of the time of connection, and/or following a marketing campaign, on any medium whatsoever, so as not to be blocked by the influx of visitors

Scalable to take account of the market, new presentations of the Products, or even technological developments. The partner also retains the right to update and maintain its website; it undertakes to take all measures it deems useful to limit, during these interventions, the duration of unavailability of the service

6. Duration and termination of the agreement

The approval conferred by this charter by the Company ONDILO, and the rights and services attached to it, comes into force on the day of signature, and for the current calendar year. 

This approval will be renewed by tacit agreement, from year to year, unless terminated by one or other of the parties to this charter, at least one month before 31 December of each year. 

If the partner fails to fulfil any of its commitments, made to maintain the reputation and image of the ONDILO brand and the ICO brand, and without having remedied to this within a period of one month following formal notice, the approval may be withdrawn by the ONDILO company.

This withdrawal of approval may take place immediately if it is found that the Partner does not comply with the legislation in force, in particular on its commercial site, if it is placed in compulsory liquidation, or in the event of the transfer of the site or the Partner's assets to a competitor of ONDILO or ICO. 

In the event of expiry or withdrawal of approval:

The Partner may no longer buy or sell the ICO products. The Partner shall cease to use the brand name and documentation concerning the products and shall no longer be able to present itself as a reseller of the products. 



The Partner must in all these cases immediately cease to disseminate the images, logos and other promotional items of any kind.