Cooperation Agreement


between

 

Spiritualme UG 

Eulenspiegelstr. 78d, 

81739 Munich, 

Germany

(as the “Company”)

 

and

 

 

 

 

(as the “Practitioner”)

 

The Company and the Practitioner are hereinafter also jointly referred to as the“Parties”.

___________________________________________________

 

Table of Contents

Preamble

1. Purpose of the Platform

2. The Territory of the Services

3. Services of the Platform

4. Responsibilities of the Practitioner

5. Contractual Relationship

6. Remuneration / Payment

7. Infringement / Penalty

8. Inactivation

9. Indemnification

10. Intellectual Property Rights

11. Intellectual Property and Confidentiality

12. Term and Termination

13. Miscellaneous

Appendix: Sissoo Practitioner Commitment Statement

Preamble

The mission of the Company (the “Mission”) is to provide a web-based platform (the “Platform”) of validated spiritual services that rapidly improves the spiritual life of its consumers (the “Consumer(s)”), humanity and ultimately the Earth.

The Practitioner practices spiritual healing methods, alternative medicine, complementary therapies, holistic practices and natural healthcare such as massage, meditation and acupuncture (the “Healing Practices”).

In consideration of the aforesaid, the Parties hereby enter into the following cooperation Agreement (the “Agreement”):

1. Purpose of the Platform

The Vision of the Company and the purpose of the Platform is to play its part to help to move humanity toward spiritual enlightenment and sustainable life on Earth (the “Vision”). The Platform will include, however will not be limited to, the provision of e-commerce and high quality content management services (the “Services”). The Services offered to the Consumers of the Platform may vary over time, dependant on the scale up strategies that determined during the Proof of Concept start-up phase (the “PoC”) and as required over time to continually improve. 

The Company Culture will evolve over time, though such values as family, kids and life itself will stay its first priority. The second priority of the Company and the purpose of the Platform is to bring together good people to rapidly achieve the Mission and the Vision (together the “Philosophy”) of the Company.

2. The Territory of the Services

The Company will be active all over the world (the “Territory”), as Consumers from all cultural areas will be able to access the Platform. The Platform is an “agent” in the sense of the German Commercial Code (“HGB”), therefore Article 89 b HGB is applicable.

3. Services of the Platform

3.1 The Platform provides the Consumers with the booking tools, including payments, for making appointments with the Practitioner for the Healing Practices (the „Booking Tools“). 

3.2 The Company provides the Practitioner with tools to operate their store, including, but not limited to, automated booking and payment processes, staff availability and management, online meetings (the "Practitioner Tools").

4. Responsibilities of the Practitioner 

4.1 The Practitioner shall provide its content (the “Content”) to the Platform adhering to the Company's quality standards. The Practitioner grants to the Company a non-exclusive, non-transferable, royalty-free right to use, reproduce and to modify the content that is submitted by the Practitioner to the Company for use at the Platform. Whenever possible modifications will be done in collaboration with the Practitioner to assure quality standards while also attempting to maintain the meaning of the content. The Practitioner ensures the Content does not violate the third party rights. 

4.2 The Practitioner is strictly prohibited to make the appointments for the Consumer, which booked the Practitioner at least once by the Booking Tools, without using the Booking Tools; the Practitioner is rather obliged to refer the Consumers to the Platform for booking the appointments. 

4.3 The Practitioner should use the Company provided Practitioner Tools only in direct relationship to the services the Practitioner provides on the Platform.

4.4 The Practitioner will make best efforts to render best possible Healing Practices. The Practitioner will comply with all statutory and/or official regulations, laws, instructions, decisions and/or statutes which affect the Healing Practices. At its own responsibility, the Practitioner will also observe the rules of fair competition.

4.5 The Practitioner will safeguard the interests of the Company and will comply with the Vision and the Mission of the Company at any time.

4.6 The Practitioner shall inform the Company immediately about all circumstances of significance with respect to the changing of its Healing Practices, in order the Company can evaluate if the Practitioner still can be validated for the Platform. 

4.7 The Practitioner agrees to immediately inform the Company of any infringements known or becoming known to it of intellectual property rights, trademark rights and/or copyrights as well as of the know-how of the Company with respect to the Platform.

4.8 The Practitioner will pay at its own responsibility and at its own cost all taxes and fees as well as costs and duties to be incurred in connection with the formation and/or operation of its business.

4.9 The Practitioner shall keep records regarding the applicable data protection regulations applicable for the Consumers.

4.10 The Practitioner will make best efforts to adhere to the Commitment Statement contained within Appendix.

5. Contractual Relationship

It is clarified that the contractual relationship regarding the Healing Practices exists solely between the Practitioner and the respective Consumer. There shall be no contractual relationships between the Company and the Consumer regarding the Healing Practices. 

6. Remuneration / Payment 

6.1 The remuneration of the Company for presenting the Practitioner on the Platform and for Consumers making the appointments for the Healing Practices by the Booking Tools shall be charged to the Practitioner is 5% of the fees of the Practitioner for the Healing Practices booked by the Consumers. The remaining 95% proportion of fees of the Practitioner for the Healing Practices will be transferred from the Company to the Practitioner on a weekly basis (i.e. minus the aforementioned 5% fees of the Company).

6.2 Although unlikely due to our use of business process automation, upon request of the Company the Practitioner undertakes to submit to the Company the business accounting records (“the Books”) of the Practitioner. The Books may be requested for example, but not limited to, when we encounter an accounting or system issue in order to settle any issues and fulfil the Company's accounting responsibilities correctly, including avoidance of auditing risks.

7. Infringement / Penalty 

7.1 In the unlikely event of any infringement of this Agreement the Practitioner shall be liable for any and all damages, losses, costs and expenses arising, which the Company may incur or suffer as a result of the infringement. The Company shall be entitled to cumulative remedies.

7.2 In each case of violation of the Practitioner’s Responsibilities of the foregoing Section 4 the Practitioner is obliged to pay to the Company a contractual penalty amounting to 2000 Euro for each case of violation. The contractual penalty does not limit the rights of the Company to any other remedies, in particular to additionally claim damages.

8. Inactivation

8.1 In case of any violation of the provisions subject to Section 4 above the Company is entitled to inactivate the Practitioner with immediate effect. 

8.2. Any such inactivation shall be in addition to and not in lieu of any appropriate relief in the way of money damages, the deletion of the Practitioner's profile at the Platform and of its Content and the termination of the Agreement. 

9. Indemnification

The Practitioner agrees to indemnify and hold the Company harmless from and against any liability, loss, cost or expense, including reasonable attorneys’ fees, incurred for a third party claim resulting directly or indirectly from any failure by the Practitioner to perform the Healing Practices and / or its obligations subject to Section 4 above. In the event the Company seeks indemnification under this Section 9, it shall inform the Practitioner of a claim as soon as reasonably practicable after it receives notice of the claim and shall permit the Practitioner to assume direction and control of the defence of the claim (including the right to settle or compromise the claim), and shall cooperate with the Practitioner in its defence of such claim.

10. Intellectual Property Rights

10.1 The Company shall retain all intellectual property rights such as trademarks, firm names, copyrights, designs, rights in the Company's computer programs, data, specifications, etc. as well as know-how of the Company (“Company IP”). The Practitioner agrees not to challenge the Company IP both during and after the Term of this Agreement, whether itself or through third parties, and shall not assist any third parties in such challenge. If the Practitioner acts in breach of this provision, the Company shall have the right to terminate this Agreement without notice for good cause. This shall not affect the right of the Company to claim from the Practitioner the damage sustained by it or yet to be sustained by it.

10.2 The Practitioner may not, whether within or outside the Territory, register for itself any trademarks, firm names or other designations of the Company or any designations which are similar to those of the Company. The same applies to the registration of domain names. 

10.3 The Practitioner shall notify the Company of any infringement or potential infringement of the Company IP, that it becomes aware of without undue delay and shall provide the Company all assistance in order to defend the Company IP.

11. Intellectual Property and Confidentiality

11.1 The Practitioner shall maintain secrecy concerning the trade and business intellectual property of the Company (Company IP) disclosed to it by the Company or coming to its knowledge in the course of its work, including after the end of this Agreement. 

11.2 Any intellectual property documents concerning the Company business processes which have been disclosed to the Practitioner shall be returned by the Practitioner to the Company without undue delay after their use, but no later than at the end of this Agreement.

11.3 The Practitioner and any legal advisor providing input to the Practitioner are obliged to treat the contents of this Agreement in strict confidence. 

11.4 The Practitioner will impose the obligations of Intellectual property and Confidentiality and non-disclosure also on any staff members supporting the Practitioner.

12. Term and Termination

12.1 The Agreement enters into force upon signature of both Parties and shall be concluded for an indefinite period of time (the “Term”).

12.2 Either Party may terminate the Agreement without reason by providing a written notice (electronic communication, such as message, email and/or PDF via correct channels is sufficient) to the other Party with a notice period of 3 (three) months to the end of the calendar month.

12.3 The Company may terminate this Agreement with immediate effect for good cause.

Good cause for termination by the Company shall be deemed to exist, in particular in, but shall not be limited to, the following events:

  • a material violation of the Practitioner's Responsibilities subject to Section 4 of this Agreement (above all, those under Section 4.2);
  • unless otherwise agreed between the Company and the Practitioner due to, for example but not limited to, the Practitioners ill-health or ill-health of their immediate family - the complete or partial or substantial discontinuation of the Practitioner’s business activity regarding the Healing Practices with an actual or foreseeable length of more than three (3) months, or
  • the Practitioner fails to comply with the Company's reasonable and lawful requests;
  • the Practitioner is, in the Company's reasonable opinion, careless, ineffective or unable to carry out the Healing Practises;
  • the Practitioner is guilty of any fraud or dishonesty, or acts in any way which the Company believes damages its reputation, or which might seriously damage the Company's business.

12. 4 Good cause for termination with immediate effect by either the Company or the Practitioner shall be deemed to exist, in particular, in the following events:

  • either of them negotiates with any creditors who it owes money to reschedule its debts to them, or enters into any arrangement or compromise with its creditors concerning its debts;
  • a petition is filed, a notice is given, a resolution is passed or an order is made for either of their companies to be wound up (except if that happens as part of it combining with another company whilst it is still solvent), or for the bankruptcy of either of them;
  • a court application or order is made for the appointment of an administrator over either of them and its affairs.

12.5 Upon the expiring of the Agreement the Company will deactivate the Content of the Practitioner from the platform and, within the time required by applicable data protection regulations, will delete the profile and the Content of the Practitioner from the Platform.

12.6 The Practitioner has no claim arising in connection or out of the ending of the Agreement, irrespective of the reason of termination, for indemnity or compensation of any kind including any Practitioner compensation claim. 

13. Miscellaneous

13.1 The relationship between the Company and the Practitioner shall be that of an “independent contractor” which means that the Practitioner is not the Company's employee, worker, Practitioner or partner, and the Practitioner shall not give the impression that it is.

13.2 This Agreement between the Parties finally reflects the entire agreement between the Parties. There are no oral or other collateral arrangements.

13.3 Modifications of and/or amendments to this Agreement require the written form or online digital form to be effective. This also applies to the waiver of such written form requirement. Other electronic written forms (such as email) do not qualify as a valid written form and are excluded.

13.4 This Agreement may be signed separately by the Company and the Practitioner, in which case the separate copies will together be taken as the whole Agreement.

13.5 The Practitioner may not assign this Agreement or any of its rights or obligations under this Agreement. The Company may assign this Agreement or any of its rights and obligations to any company owned by, or which is an affiliate or subsidiary of the Company, or to anybody acquiring the Company’s business or its assets.

13.6 If a party delays, waives or omits to enforce their rights under the provisions of the contractual relationship vis-à-vis the other party at a certain point in time, these rights shall remain unaffected even so.

13.7 This Agreement shall be governed by the applicable laws and statutes of the Federal Republic of Germany without regard to its choice of law rules and excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods. The Parties hereby submit to the jurisdiction of Munich courts. 

13.8 If any of the provisions of this Agreement or any provision included in this Agreement eventually should be or become ineffective or unenforceable, as a whole or in part, or if an unintended omission should be found herein, then the validity of the remaining provisions of this Agreement shall not be affected thereby. The Parties agree to replace such ineffective or unenforceable provision by an effective and enforceable provision, or agree on a reasonable regulation to fill an unintended omission, which comes closest to the meaning and purpose of the ineffective or unenforceable provision and the economic objective of the Parties, or which the Parties had opted for in accordance with the meaning and purpose of this Agreement had they taken into consideration the issue.


 

Appendix

Sissoo Commitment Statement

As a member of the Sissoo community, I am committed to having a positive impact on the lives of people and aiding their personal growth. At the same time, I will benefit from the support of the community for my own personal growth.

Spirituality is within us all. Some of us just need help awakening it from within. Sissoo provides the pathways for people to awaken their inner spirituality through connections to practitioners, information and resources. I play a critical role as a practitioner in guiding and empowering my clients to find their spiritual awakening so they can become enlightened to the possibilities within themselves. 

Sissoo is dedicated to connecting people to information, expertise and support. Sissoo achieves this by connecting practitioners to people seeking self-development. My role as a practitioner provider within Sissoo is to maintain open, clear and encouraging communication to promote the health, safety and overall well-being of everyone within the community.

Self-development and self-care are concepts not only limited to clients on Sissoo. Our practitioner community recognises the importance of continuously engaging in professional and personal development. Only by continuously working to improve myself can I commit to offering the highest quality service and guidance to my clients.  

At Sissoo we do not wait to act. We believe now is the time to awaken and invest in ourselves, the community around us and the world. I am not waiting for change to come, I am an enabler of that change for myself, my clients and my community.

There should be no differences between us, but often there are. Sissoo works to removes these differences by promoting and upholding the principles of diversity, equity and inclusion. I respect my inclusion in this community and share this commitment to upholding these principles.

Sissoo provides an authentic and trustworthy environment where dignity and privacy are respected at all times. It is a place where my clients can feel safe and free of judgement at all times. Trust is critical to me for my clients in order to provide a professional, authentic and open environment which will best allow me to nurture my clients on their individual personal journeys.

I offer the spirit of compassion, connection and optimism to ensure I enrich people peoples experiences on their path of self-discovery and healing on the Sissoo platform.

Thank you for joining us.

IN WITNESS WHEREOF, each of the Parties has executed this Agreement, both Parties by its duly authorised officer, as of the day and year set forth below.

Location: , , 2024-05-28

Name: 

Company:

 

Location: Munich, Germany, 2024-05-28

Name: James Grant

Company: Spiritualme UG (haftungsbeschränkt)

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Signed by James Grant
Signed On: 2023-12-20


Signature Certificate
Document name: Cooperation Agreement
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Timestamp Audit
2022-05-05 15:10 CESTCooperation Agreement Uploaded by James Grant - management@spiritualme.life IP 84.61.174.195
2022-05-09 18:39 CESTPractice email - practice@spiritualme.life added by James Grant - management@spiritualme.life as a CC'd Recipient Ip: 151.68.223.251
2022-05-10 12:16 CESTCooperation Agreement signed - practice@spiritualme.life added by James Grant - management@spiritualme.life as a CC'd Recipient Ip: 93.144.184.62
2022-05-10 12:16 CESTCooperation Agreement signed - spiritualme_board_2649264305_fc0035a11e2f99f5df21__15736021@use1.mx.monday.com added by James Grant - management@spiritualme.life as a CC'd Recipient Ip: 93.144.184.62
2022-12-06 13:15 CESTCooperation Agreement signed - practice@spiritualme.life added by James Grant - management@spiritualme.life as a CC'd Recipient Ip: 2a02:2f0e:310d:4100:f05f:95fe:1016:1796
2022-12-06 13:15 CESTCooperation Agreement signed - spiritualme_board_2649264305_fc0035a11e2f99f5df21__15736021@use1.mx.monday.com added by James Grant - management@spiritualme.life as a CC'd Recipient Ip: 2a02:2f0e:310d:4100:f05f:95fe:1016:1796
2022-12-06 14:24 CESTCooperation Agreement signed - practice@spiritualme.life added by James Grant - management@spiritualme.life as a CC'd Recipient Ip: 2a02:2f0e:310d:4100:f05f:95fe:1016:1796
2022-12-06 14:24 CESTCooperation Agreement signed - spiritualme_board_2649264305_fc0035a11e2f99f5df21__15736021@use1.mx.monday.com added by James Grant - management@spiritualme.life as a CC'd Recipient Ip: 2a02:2f0e:310d:4100:f05f:95fe:1016:1796
2022-12-08 14:06 CESTCooperation Agreement signed - practice@spiritualme.life added by James Grant - management@spiritualme.life as a CC'd Recipient Ip: 2a02:2f0e:310d:4100:ecc8:271e:cbfc:d883
2022-12-08 14:06 CESTCooperation Agreement signed - spiritualme_board_2649264305_fc0035a11e2f99f5df21__15736021@use1.mx.monday.com added by James Grant - management@spiritualme.life as a CC'd Recipient Ip: 2a02:2f0e:310d:4100:ecc8:271e:cbfc:d883
2023-11-16 09:12 CESTCooperation Agreement signed - practice@spiritualme.life added by James Grant - management@spiritualme.life as a CC'd Recipient Ip: 84.61.174.195
2023-11-16 09:12 CESTCooperation Agreement signed - spiritualme_board_2649264305_fc0035a11e2f99f5df21__15736021@use1.mx.monday.com added by James Grant - management@spiritualme.life as a CC'd Recipient Ip: 84.61.174.195
2023-11-16 09:24 CESTCooperation Agreement signed - practice@spiritualme.life added by James Grant - management@spiritualme.life as a CC'd Recipient Ip: 84.61.174.195
2023-11-16 09:24 CESTCooperation Agreement signed - spiritualme_board_2649264305_fc0035a11e2f99f5df21__15736021@use1.mx.monday.com added by James Grant - management@spiritualme.life as a CC'd Recipient Ip: 84.61.174.195