Umowa

Between Platural Life Sciences Sp. z o.o. ul. Jesionowa 11, 55-114 Malin, Poland VAT ID: PL9151831790 (hereinafter “Platural” or the Buyer)

and

the registered participant of the Platural® Professional Program (hereinafter the “Partner” or the Supplier).

Together referred to as the Parties.

1. Purpose and Legal Basis

This Agreement is entered into pursuant to Article 224 of Council Directive 2006/112/EC, which permits a buyer to issue invoices on behalf of a supplier under a prior agreement and a defined approval procedure.

The purpose is to allow Platural to issue self-billed invoices for marketing commissions earned by the Partner under the Platural® Professional Program.

2. Authorisation

The Partner authorises Platural to issue invoices in the Partner’s name and on its behalf for all commission payments due under the Program.

Each invoice issued by Platural in accordance with this Agreement shall be treated, for all tax and accounting purposes, as if it had been issued directly by the Partner.

3. Invoice Issuing and Approval Procedure

Platural will generate a self-billed invoice and monthly commission report after the close of each calendar month.
Each invoice will reference the reporting period, the Partner’s VAT ID (if applicable), and the commission amount net of VAT.
The Partner shall review each report upon receipt and may raise objections within 7 days. If no objection is made, the invoice is deemed approved (tacit acceptance under Article 224).
Adjustments for returns or disputes will appear as credit notes in subsequent periods.
Platural will keep electronic records of all self-billed invoices and approval logs for audit purposes.

4. VAT Treatment

For Partners established outside Poland but within the EU, the reverse-charge mechanism applies (Article 196 of Directive 2006/112/EC). Invoices will state:

“Reverse charge – VAT due by the recipient.”
The Partner remains responsible for declaring and remitting any taxes due in their jurisdiction.

5. Tax Verification

Before any payments are made, the Partner must provide accurate tax and VAT information (VAT ID or local tax number, registered address, and bank IBAN/BIC). Platural reserves the right to withhold commission payments until such information is verified. Partners must update these details immediately upon any change of status or registration.

6. Partner Responsibilities

The Partner shall:

ensure that all information supplied is complete and accurate;
retain copies of self-billed invoices for their own records;
fulfil all local tax-filing obligations;
indemnify Platural for any losses arising from false or misleading information.

7. Platural Responsibilities

Platural shall:

issue invoices in good faith based on verified sales data;
maintain secure storage of records and Partner consents;
provide copies of invoices and commission reports upon request.

8. Liability and Indemnification

Each Party bears its own tax liabilities. Platural shall not be liable for any penalties or taxes resulting from incorrect Partner data. If tax authorities impose additional liability on Platural due to the Partner’s misrepresentation, the Partner agrees to indemnify Platural for such costs.

9. Term and Termination

This Agreement takes effect upon the Partner’s electronic acceptance and remains valid until revoked by either Party with 30 days’ written notice. Termination affects only future invoices; invoices already issued remain valid.

10. Governing Law and Jurisdiction

This Agreement is governed by Polish law, supplemented by the EU VAT Directive and the national VAT laws of Germany and Austria. Any disputes shall be subject to the competent courts in Wrocław, Poland, unless mandatory law requires otherwise.

11. Acceptance and Record Keeping

Acceptance is made electronically (checkbox, digital signature, or recorded consent). Platural records the timestamp, IP address, and version of this Agreement as evidence of consent. Electronic acceptance has the same legal effect as a handwritten signature.

12. Language

This Agreement is issued in English and German. In case of discrepancy, the English version prevails.