Partner Agreement

between

unitedprint.com UK Ltd.
16 Great Queen Street
London WC2B 5AH

(hereinafter "Unitedprint")

and

..
..
..
(hereinafter Partner)

1 Object of the Contract

(1) The Partner offers its customers printed products via the shop system provided by Unitedprint
(hereinafter: Partner Shop) in its own name and for its own account. The Partner is the sole services
provider and contractual partner of the final customers registered via the Partner Shop.

(2) The Partner shall organise its online sales exclusively by way of the Partner Shop and, for the du-
ration of this Partner Agreement, shall not operate any competing online shops either itself or through
the agency of any third parties. Excepted from this rule are those, in Annex 2 of this contract men-
tioned, online shops that the Partner operates either itself or through the agency of a third party at the
time of the conclusion of this contract.

(3) In the context of operating its Partner Shop the Partner shall be free to blank out groups of prod-
ucts provided by Unitedprint and / or to offer its own groups of products in its own Partner Shop inas-
much as and to the extent to which Unitedprint makes such functions available. Orders made up of
groups of products that have been provided by Unitedprint shall, inasmuch as the Partner has deter-
mined this in its Partner Shop, be handled by Unitedprint and sent to the delivery address indicated by
the Partners customer.

(4) Unitedprint undertakes to waive a providers identification in the shop system and in the context of
contractual processing with the Partners customer.

2 Remuneration and Payment Transactions

(1) Unitedprint shall make its shop system available to the Partner free of charge for the duration of
the Partner Agreement. Inasmuch as it should be intended to introduce charges, this shall be an-
nounced to the Partner serving a period of notice of 1 month; the Partner shall have the option of can-
celling the Partner Agreement in accordance with 13 should the continuation thereof subject to a fee
be rejected.

(2) The Partner shall invoice the final customers for the deliveries at the prices quoted in the order.

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(3) Unitedprint shall invoice the Partner for the print orders which the latter commissions it to produce
at the prices agreed in the individual case. In case of such orders Unitedprint shall additionally receive
a separate remuneration from the Partner according to the percentage rate to be defined in the An-
nex 1 to this contract. The processing and settlement of the payments shall be effected by online
methods of payments, such as payment by credit card via the financial institute (according to ZAG
(Payment Services Supervision Act)) Wirecard Banking AG, Einsteinring 35, D-85609 Aschheim
(hereinafter referred to as Payment Provider). In order to handle the processing of the payments
made by online methods the Partner shall be required to set up an account without an overdraft facility
with the Payment Provider and to maintain this throughout the usage of the Partner Shop and the du-
ration of the Partner Agreement. This shall be effected by way of its concluding a contract pursuant to
the acceptance of the means of payment and, if necessary, an acceptance contract with the Payment
Provider.

(4) Pursuant to orders from groups of products for which the articles are not pro-
cessed/produced/ordered via Unitedprint and which are delivered independently by the Partner, Unit-
edprint shall receive from the Partner a separate remuneration according to the percentage rate to be
defined in the Annex 1 to this contract. The total amount of the resultant fee will be reported to the
Partner weekly and, inasmuch as one of the online payment methods made available by the Payment
Provider has been selected, be automatically settled via the Payment Provider. Otherwise settlement
shall be effected via Unitedprint.

3 Templates and Contents

(1) Unitedprint shall provide the Partner automatically and free of charge with up-to-date groups of
products and article descriptions via an available interface of the Partner Shop.

(2) Unitedprint is otherwise under no obligation, beyond the scope of this contract, to provide the Part-
ner with any graphics, descriptions, scripts, templates or text modules free of charge.

(3) As far as Unitedprint provides the Partner with newsletter-content, the Partner shell use these con-
tent as a part of a newsletter that is least once send to his customers. The Partner shell seek any nec-
essary consent of the customers for his newsletter-advertisement. Upon request of Unitedprint, the
Partner will furthermore enclose print advertisement materials from Unitedprint to mailings send to his
customers; Unitedprint shell enclose these print advertisement materials, as far as Unitedprint dis-
patches the mailings. Unitedprint is entitled to additionally enclose other print advertisement to the
mailings in a reasonable and customary scope.

4 Obligations of the Partner

(1) The Partner is under an obligation to provide a complete and correct address as well as all com-
pulsory details required by law in the site notice of its Partner Shop. The Partner shall be solely liable
for any missing or incorrect details in its site notice or on any other sites of the Partner Shop.

(2) The Partner shall additionally be solely responsible for the lawful arrangement of its customer
business, method of approaching customers and adherence to the statutory obligations to provide
information and instructions. Unitedprint shall under no circumstances be liable in terms of the external
relationship towards the respective customer when the Partner signs or acts on its own responsibility.
As a general principle Unitedprint shall not itself supply any information of the Partners. The Partner
thus undertakes to adhere independently and actively to those demands made upon lawful commer-
cial trading.

(3) The Partner confirms that it is the legal owner of the goods it is offering. It shall be obliged to pro-
vide proof of this by suitable means to Unitedprint at any time upon request and to keep these proofs
available throughout the term of the contract.

(4) Unitedprint reserves the right to review whether the Partner is complying with these conditions by
way of suitable measures for the duration of the contract. In particular in cases of well-founded suspi-
cions or if there are doubts concerning the identity of the Partner visits to the Partner may take place
unannounced. The Partner shall be obliged to cooperate in all cases.
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(5) The provision of information also covers all orders from customers registered via the Partner Shop.

(6) The Partner shall be required to use General Terms and Conditions of Trade of its own that do not
contract this present Partner Agreement.

5 Order Processing

(1) Unitedprint explicitly reserves the right to reject inquiries and orders that do not comply with the
requirements of Unitedprint or which cannot be implemented due to impracticable time constraints
imposed by the Partner.

(2) The entire order processing procedure for the articles supplied by Unitedprint to the Partner Shop
(incl. the review of the print data and the implementation of the orders) shall be effected by Unit-
edprint. Orders from the Partners own groups of products or in-house productions of Unitedprint arti-
cles on the part of the Partner are to be processed by the Partner autonomously and without any
availment of services provided by Unitedprint. The Partner shall hereby be obliged to provide Unit-
edprint with truthful information pursuant to the status of its own groups of products or in-house pro-
ductions.

(3) The Partner shall be solely responsible for the service to its final customers. In the event of any
disagreements with the final customer in connection with orders that are to be processed by Unit-
edprint the Partner shall be obliged to inform Unitedprint hereof in good time.

(4) The partner may request the clearance for foreign delivery in a countries of the EU, if he proves his
value added tax registration in the respective country to Unitedprint. With regard to foreign delivery,
order processing according to Para. 2 is done by the respective affiliated company of Unitedprint un-
der the terms of this partner agreement.

6 Complaints from Final Customers

(1) The Partner shall process complaints in accordance with the statutory regulations and its own
GTC.

(2) Should any complaints affect services provided by Unitedprint, Unitedprint shall, in the event of the
complaint based on defects being justified, be entitled according to its own discretion to effect either
subsequent delivery or compensation to the Partner.

(3) By way of clarification it is hereby stipulated that cases of rescission, of complaints based on de-
fects to products that the Partner has produced itself and unjustified complaints or good-will services
on the part of the Partner shall not create any obligations on the part of Unitedprint. They shall in par-
ticular not have any influence upon any claims to a commission held by Unitedprint against the Part-
ner.

7 Data Protection

(1) The Parties are obliged to adhere to the data protection regulations prescribed by the legislator.

(2) Unitedprint shall be entitled to deploy a company affiliated to it (e.g. its parent) for the purpose of
fulfilling its contractual services and to supply that company with the data it requires for that purpose.
For the purpose of processing and settling payments by online methods, Unitedprint shall also supply
personal data of the Partner to the Payment Provider. The Partners data shall hereby be processed
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and stored with the companies affiliated to Unitedprint and with the Payment Provider. The Payment
Provider shall furthermore transmit the personal data of the Partner to those parties necessary for the
processing of a transaction, in particular to the credit institutes, banks and credit card companies in-
volved.

(3) Beyond that, no personal data of the Partner shall be forwarded to any third parties inasmuch as
the Partner should not have granted its consent thereto and the forwarding is not legally permissible or
necessary. The Partner undertakes that it shall likewise adhere to all statutory regulations pursuant to
data protection.

8 Third Party Rights

(1) The Partner shall be solely responsible for the support and design of its Partner Shop.

(2) The Partner shall be liable for and ensure that the design of its Partner Shop and the usage thereof
do not violate any protected or other rights of any third parties.

(3) Inasmuch as print orders placed by customers of the Partner should violate statutory regulations, in
particular but not exclusively data protection laws, criminal laws, copyright and trademark laws as well
as stipulations pursuant to commercial intellectual property rights, the Partner shall be required to
exempt Unitedprint from any claims directed at Unitedprint.

(4) The Partner undertakes to notify Unitedprint without delay should any claims be asserted against it
due to the violation of the rights of third parties in connection with the Partner Shop or any contents
posted therein. Inasmuch as any third parties should assert claims against Unitedprint due to viola-
tions of rights, Unitedprint shall be entitled, at its own discretion, to remove any contents complained
about from the Partner Shop entirely or partially. Inasmuch as any third party rights should be violated
by contents posted by the Partner and recourse should be made to Unitedprint in connection there-
with, the Partner shall be obliged to exempt Unitedprint upon first demand from any costs connected
with any recourse made by third parties.

9 Warranty

(1) Unitedprint shall not assume any liability towards the Partner for shop system provided by Unit-
edprint free of charge (hereinafter: Partner Shop).

(2) The Partner shall in particular not hold any warranty claims pursuant to the software deployed and
/ or the programming and shaping and / or functionality and functional capability of the Partner Shop.
The Partner is aware that, every day, down-times lasting ca. 15 minutes for maintenance tasks are to
be planned for; these will, as a general rule, be implemented during the night.

10 Liability

(1) Unitedprint shall be liable in cases of wilful intent or gross negligence either on its own part or on
the part of its representatives or vicarious agents in accordance with statutory stipulations. Beyond
that, Unitedprint shall only be liable for the violation of life, body or health or due to the culpable viola-
tion of cardinal contractual obligations i.e. those contractual obligations that make the achievement of
the contractual purpose possible in the first place. Any claim for compensation on the basis of the
violation of such cardinal contractual duties is, however, restriction to such losses as are typical and
predictable for this kind of contract.

(2) Liability for damage to legally protected assets of the Partner or its customers that are caused by
the object of delivery, in particular any damage suffered by other material assets, as well as liability on
the part of Unitedprint for lost profits due to delayed delivery of goods by Unitedprint, is excluded. This
shall not apply inasmuch as it should be a case of wilful intent or gross negligence, of liability for the
violation of life, the body or health or a matter of product liability.
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 11 Obligation to Secrecy

(1) The Partner undertakes to treat all information as confidential that is made available to it in the
context of the implementation of this contractual relationship. This covers in particular the methods
and processes applied by Unitedprint as well as any other company and commercial secrets.

(2) The Partner may only forward the aforementioned information to its employees and contractors
under the condition that the latter should require this information in order to fulfil their own obligations
and that they have been committed to secrecy by way of an appropriate agreement.

(3) Information that had already been known to the Partner or to the general public or which becomes
public knowledge at a later date without any assistance from the recipient are not subject to confiden-
tiality.

(4) All data, samples, commercial documents, correspondence and other materials that are surren-
dered to the Partner by Unitedprint in the context of this contractual relationship are to be treated with
care and may only be used for the purpose provided for in the contract. They shall remain the property
of Unitedprint and are to be returned upon request or after the termination of the contractual relation-
ship.

(5) The obligation to secrecy shall continue to apply after the termination of the contractual relation-
ship.

(6) Unitedprint explicitly reserves the right to assert a claim to a refund for any losses suffered by Unit-
edprint as a consequence of the Partner having violated its obligations to secrecy.

12 Abusive Business Practices

(1) The Partner shall be under an obligation not to abuse the Partner Agreement in order to violate the
legitimate interests of Unitedprint. The Partner shall in no case induce registered customers of its
Partner Shop to order goods outside the Partner Shop. The same shall apply to affiliated companies.
The Partner is not allowed to use customer data for his own general e-mail advertisement, unless he
is expressly allowed to do so.

(2) Should it establish any such business practices, Unitedprint shall terminate its cooperation perma-
nently. This shall affect not only cooperation in the context of this Partner Agreement, but also the
blocking of all accounts held with Unitedprint and companies belonging and affiliated to Unitedprint.

(3) Unitedprint, should there be grounds for suspecting abusive business practices on the part of the
Partner, shall be entitled to demand information from the latter and is furthermore entitled to refuse
performance until such time as the matter has been clarified. The Partner shall be obliged to provide
Unitedprint with information pursuant to all relevant orders and business transactions.

(4) In cases of intentional or grossly negligent violations of contractual duties the Partner shall be
obliged to compensate Unitedprint for the losses suffered. The Partner shall furthermore be obliged to
pay a contractual penalty to be determined at the discretion of Unitedprint subject to a judicial review
of the appropriateness thereof amounting to up to 200,000.00 and to refund to Unitedprint any costs
incurred in the pursuit of legal remedies.

13 Contractual Term / Cancellation

(1) This agreement has been concluded for an indefinite period of time. It may cancelled in text form
by the Partner giving a one-year-notice period, and by Unitedprint giving a one-month-notice period.
The option of a cancellation with immediate effect on important grounds shall remain unaffected by
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this. During the notice period the Partner is prohibited to use the customer data generated via the
Partner Shop.

(3) The Partner may, in the event of the dissolution of the contract/cancellation on the part of Unit-
edprint, only demand a refund for any services already paid for or demand their return if it can be
proven that no order processing has been initiated.

14 Amendments

Unitedprint shall notify the Partner in writing of any amendments to this agreement in text form. Inas-
much as the Partner, subsequent to receiving notification of the amendment, should continue to place
print orders with Unitedprint, it shall be assumed in cases of doubt that the amendment has been tacit-
ly accepted by the Partner.

15 Severability Clause

Should any individual stipulations of this contract be invalid or impracticable or should they become
invalid or impracticable subsequent to the conclusion of the contract, this shall not affect the validity of
the remainder of the contract. The invalid or impracticable stipulation is to be replaced by that valid
and practicable one the impacts of which come closest to the economic targets that the contractual
parties had been pursuing by way of the invalid or impracticable stipulation.

16 Court of Jurisdiction / Place of Fulfilment / Applicable Law

The place of fulfilment is London. The court of jurisdiction, inasmuch as the Partner is a merchant, is
London. The law of England and Wales shall apply.

_________________ _____________________________
Date, Signature Partner

_________________ _____________________________
Date, Signature Unitedprint

Annexes

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Annex 1 Commission Agreement between Unitedprint and Partner

1. For each print order, that the Partner gives Unitedprint to produce/process, Unitedprint re-
solves the right to charge a commission, in addition to the price that Unitedprint invoices Part-
ner according to 2 Para. 3, sentence 1.

2. For orders via the Partner Shop that are not processed/produced/ordered/supplied by Unit-
edprint, Unitedprint shall receive a commission in accordance with 2 Para. 4 of this Partner
Agreement a commission amounting to

20 %

of the turnover generated by the Partner.

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Annex 2 Tolerated competing online shops

According to 1 Para. 2, sentence 2 of this contract the Partner is allowed to operate the following
online shops either itself or through the agency of a third party.

Competing Online Shop 1:

Trademark used by the online shop:

URL of online shop:

Collaboration partner/service provider:

Competing Online Shop 1:

Trademark used by the online shop:

URL of competing shop:

Collaboration partner/service provider:

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Annex 3 Consent for creditworthiness appraisal

I hereby agree that Unitedprint processes my personal data to the credit agencies Brgel
Wirtschaftsinformationen GmbH & Co.KG Postfach 500 166, 22701 Hamburg, Germany and Verband
der Vereine Creditreform e.V., Hellersbergstrae 12, 41460 Neuss, Germany (hereinafter referred to
as credit agencies) for the purpose of assessing my creditworthiness during the performance of the
contract.

Unitedprint may instruct its affiliated company, Unitedprint.com SE, Friedrich-List-Strae 3, 01445
Radebeul, Germany to perform the credit assessment and make the requests to the credit rating
agencies and therefore process my relevant personal date to that affiliated company.

I can receive information from the credit rating agencies on the data that is stored regarding me. Unit-
edprint may process data on any breach of contractual obligations by me to the credit rating agencies.

I may revoke my consent towards Unitedprint at any time, with effect for the future, in written form or
via email to info@unitedprintshopservices.com.

.. .
Date, Place Signature

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