TERMS AND CONDITIONS FOR PARTNERS

1. PURPOSE AND DEFINITIONS

1.1 The following Terms and Conditions ("T&C") form an integral part of the Partnership Agreement ("Agreement") entered into between WOU and the Partner. By registering as a WOU Partner, the Partner agrees to be legally bound by these T&C.

1.2 Definitions:

Support Line: Telephone or other contact available on the Site, providing support to the User/Visitor and Partners.

Partner: Legal entity or individual who enters into an Agreement with WOU to promote their products or services.

Partnership: Commercial relationship between WOU and the Partner, governed by these T&C and by a specific Partnership Agreement.

Intellectual Property: Includes, but is not limited to, patents, trademarks, trade names, copyrights, database rights, know-how and confidential information.

Product/Service: Refers to the product or service provided by the Partner to Users.

Site: Refers to the website www.wou.pt.

User: Any person who uses the Site to search for or acquire a Product/Service.

2. OBLIGATIONS OF WOU

2.1 WOU undertakes to promote the Partner's Products/Services on its platform and other channels it deems appropriate, at its sole discretion.

2.2 WOU shall be responsible for:

2.2.1 Presenting on the Site information about the Partner and its Services, as provided by the Partner.

2.2.2 Managing its platform and marketing channels with the aim of creating opportunities for its Partners, in accordance with the Partnership model established in the Agreement.

2.2.3 Determining, at its sole discretion, the eligibility criteria for Users and the manner in which Products/Services are promoted, typically based on location and other relevant factors.

3. OBLIGATIONS AND RESPONSIBILITIES OF THE PARTNER

3.1 The Partner is the sole and exclusive provider of the Products/Services, and is fully responsible for ensuring their quality, legality and compliance with all applicable laws and regulations.

3.2 The Partner guarantees that all materials and information submitted to WOU for promotion are accurate, up to date, and do not breach the Partnership Standards set out in Clause 6.

3.3 WOU's obligations under these T&C are limited to the provision of promotion and marketing services. The Partner agrees to defend, hold harmless and indemnify WOU, its directors and employees from and against all claims, damages, losses and costs (including attorneys' fees) arising from the provision of its Products/Services or any breach of these T&C.

3.4 The Partner authorises, free of charge, WOU's use of materials relating to its Products/Services (images, text, logos) in promotional campaigns for the platform.

3.5 The Partner declares that it operates from an establishment that meets all mandatory legal requirements for its operation.

4. BUSINESS MODEL AND FINANCIAL TERMS

4.1 The Partnership's business model (e.g. subscription, commission per sale, pay-per-lead performance, or other) shall be as defined in the Partnership Agreement entered into between the parties.

4.2 The Partnership Agreement shall specify all financial details, including amounts, payment frequency, deadlines and the billing method applicable to the relationship between WOU and the Partner.

4.3 Any financial transaction between the end User and the Partner is the sole responsibility of both parties, except where the Partnership Agreement expressly states otherwise.

5. TERM AND TERMINATION OF THE PARTNERSHIP

5.1 The Partnership shall commence on the date the Agreement is signed and shall remain in effect for an indefinite period, unless otherwise stated in the respective Agreement.

5.2 Either party may terminate the Partnership, without cause, by written notice to the other party, with a minimum of 15 (fifteen) days' notice.

5.3 Either party may terminate the Partnership with immediate effect, by written notice, in the event of serious breach or culpable failure to comply with the other party's obligations, or in the event of insolvency or cessation of activity.

5.4 In the event of termination, WOU reserves the right to remove all of the Partner's promotional material from its Site, and the Partner shall be required to cease all use of any material associated with WOU. Termination does not exempt the Partner from the obligation to settle any outstanding amounts, if applicable.

6. WOU PARTNERSHIP STANDARDS

6.1 The Partner undertakes to comply with WOU's Partnership Standards. Breach of these standards may result in immediate termination of the Partnership and the Partner being held liable for any losses caused to WOU.

6.2 The materials and nature of the Products/Services published must not:

6.2.1 Contain any defamatory, false, obscene, offensive, hateful or inflammatory content.

6.2.2 Promote violence, discrimination (based on race, sex, religion, nationality, sexual orientation, age or otherwise), or any illegal activity.

6.2.3 Infringe any copyright, trademark or other intellectual property rights of third parties.

6.2.4 Be likely to mislead, harass or invade the privacy of others.

6.2.5 Give the impression that they originate from, or are directly endorsed by, WOU.

7. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

7.1 Each party shall retain ownership of all its Intellectual Property rights.

7.2 The Partner grants WOU a non-exclusive, royalty-free, worldwide licence to use, reproduce, modify and display the materials provided (logos, text, images) for the sole purpose of promoting the Partnership across its channels.

7.3 Both parties undertake to treat all non-public information received from the other party in connection with the Partnership as strictly confidential, and not to disclose it to third parties. This confidentiality obligation shall remain in effect even after the Partnership ends.

8. DATA PROTECTION (GDPR)

8.1 Where WOU transmits Users' personal data (e.g. Leads, Contacts) to the Partner for the purpose of providing the Service, the Partner undertakes to process that data in strict compliance with GDPR.

8.2 The Partner undertakes to use such data exclusively for the purpose of contact or provision of the service requested by the User, and is prohibited from using it to build its own marketing databases or sharing it with third parties without the data subject's express consent.

9. LIMITATION OF LIABILITY

9.1 To the fullest extent permitted by law, WOU excludes all liability for indirect losses or damages suffered by the Partner, including, without limitation, loss of revenue, loss of profits, loss of business or loss of reputation.

9.2 WOU's total liability to the Partner, arising from these T&C and the Agreement, shall be limited to the total amount paid by the Partner to WOU in the three months preceding the event giving rise to the claim, unless otherwise stated in the Agreement.

10. FINAL PROVISIONS

10.1 These T&C, together with the Partnership Agreement, constitute the entire agreement between the parties, superseding any prior agreements.

10.2 WOU reserves the right to update these T&C periodically. Changes will be notified to the Partner by email. Continuation of the Partnership after notification implies acceptance of the new terms.

10.3 Notifications between the parties shall be deemed effective when made in writing to the official email addresses provided.

10.4 If any clause of these T&C is declared invalid or unenforceable, the remaining clauses shall remain in effect.

10.5 These T&C are governed by Portuguese law, and the courts of the district of Porto shall have jurisdiction to resolve any dispute arising therefrom, with express waiver of any other jurisdiction.