This Production Partner Agreement (the “Agreement”) is concluded between Hypena LLC (“Hypena”) and the print shop that registers on the Hypena platform (the “Partner”). It sets out the terms on which Hypena presents the Partner's services to customers, receives orders and payments on the Partner's behalf, and provides the Partner with its production software. By creating a shop on Hypena the Partner accepts this Agreement; a signed copy is exchanged before the Partner's first online payment is enabled.
1. Nature of the Relationship
The Partner is the seller of every order placed with it through the Platform and issues the fiscal receipt for each sale. Hypena acts as the Partner's agent, in the Partner's name and on the Partner's behalf: it presents the Partner's catalogue and prices, receives customer orders, collects customer payments, and remits them to the Partner as set out in section 5. Hypena does not acquire title to the goods and does not act in its own name towards the customer. Hypena also provides the Partner with software for running its production (the “Service”) under the subscription the Partner chooses.
2. Partner Verification
Before the Partner's shop is published, the Partner completes business verification: state registration extract, taxpayer number, bank account details, identity of the director and beneficial owners, and contact details. Hypena may reconfirm this information periodically and may suspend a shop whose verification has lapsed.
3. Catalogue & Scope of Services
- The Partner offers only services from the Hypena catalogue of printing and finishing services. It cannot create services of its own and may not use the Platform to sell anything other than printing and related finishing.
- The Partner is responsible for the accuracy of its prices, turnaround times, sample imagery and declared technical capabilities.
- The Partner grants Hypena a non-exclusive licence to display its name, logo, images and listings on the Platform and in Hypena's promotion of the Platform for the term of this Agreement.
- Hypena may remove listings and decline orders that fall outside printing services, infringe third-party rights, or violate applicable law.
4. Order Acceptance & Fulfilment
The Partner must accept or decline each incoming order within the response time published on its shop profile. Once accepted, the Partner commits to producing the order to its canonical specification — the print format's geometry (trim, bleed, safe area and resolution), the ordered size and placement, the declared substrate and decoration method — and to the revision of the proof the customer approved. Where a proof was approved, that revision is what the Partner manufactures; a later file does not replace it unless the customer approves it too. A Partner that cancels an order it has accepted, or fails to produce it, owes Hypena a penalty of 10% of the order value, set off under section 7; the order is then re-offered to other Partners. Repeated failure to meet these obligations is grounds for suspension.
5. Payments, Remittance & Agent's Reports
Customer card payments are collected by Hypena on the Partner's behalf through Hypena's acquiring bank. Every Monday Hypena remits to the Partner's registered bank account the amounts collected for orders whose handover to the customer was confirmed during the previous week, less Hypena's service fee (section 6) and any amounts set off under section 7, together with an agent's report listing every order, the amount collected, the fee withheld and the amount remitted. An order not collected, not sent for delivery or not paid in full by the customer within 30 days of the ready notification is treated as abandoned: the amount the customer has paid is remitted in the same way as a handed-over order, no balance is pursued, and the Partner may dispose of the goods. Orders with an open complaint are remitted once the complaint is resolved. Cash accepted by the Partner at pickup is received by the Partner directly; the service fee on such orders is invoiced monthly.
6. Service Fee & Subscription
Hypena's service fee is a percentage of the order value (excluding delivery) and depends on the scope of service Hypena provides for the order. The catalogue rate applies to orders placed from the Hypena catalogue, search or a quote request, which include catalogue placement, Hypena's customer service and the Hypena Guarantee. The direct rate applies to orders placed through the Partner's own shop page, QR code or links, which Hypena processes without catalogue placement or the Guarantee. Current rates are shown in the Partner's billing settings and on the Pricing page. The fee is withheld from remittances for card orders and invoiced monthly for cash orders. Promo codes the Partner issues to its own customers reduce the order value on which the fee is calculated; discounts that Hypena funds are credited to the Partner in the remittance. The subscription fee for the Service is charged monthly to the Partner's card on file after any free trial shown on the Pricing page. Hypena may change fees on at least 30 days' notice; the Partner may close its shop without penalty if it does not accept a change.
7. Complaints, Refunds, Chargebacks & Set-off
Hypena handles customer complaints and issues refunds to customers on the Partner's behalf under the Returns & Refunds Policy; its decision, made from the order's evidence bundle — the artwork and its checksum, the pre-flight report, the approved proof revision, messages on the order, and completion or handover proof — is final between the parties. Where a refund or chargeback results from the Partner's performance — a manufacturing defect, a deviation from the approved proof or specification, a missed deadline or a non-delivery — the refunded amount, any chargeback fee and any penalty under section 4 are set off against the Partner's next remittance, or invoiced where remittances are insufficient. Where Hypena refunds a customer under the Hypena Guarantee without fault on the Partner's side, Hypena bears the cost. Hypena may suspend the Guarantee for a Partner whose orders show an abnormal rate of claims.
8. Taxes, Receipts & Documents
Each party is responsible for its own taxes. The Partner is the seller and issues the fiscal receipt for each sale to the customer, handing it over with the order or sending it electronically. Amounts Hypena collects for the Partner are the Partner's revenue, not Hypena's; Hypena's revenue is the service fee and the subscription. The weekly agent's report and Hypena's monthly invoice for the service fee and subscription are the documents on which both parties account for the transactions.
9. Product & Service Compliance
- The Partner's services must comply with all applicable consumer-protection, safety and labelling regulations of the Republic of Armenia.
- The Partner must not produce counterfeit goods or reproduce third-party copyrighted material without authorisation.
- The Partner must respond promptly to any takedown request received via the Platform's intellectual-property reporting mechanism.
10. Acceptable Use
- No moving of an order off the Platform after it was started on Hypena, and no solicitation of customers to do so.
- No manipulation of reviews, ratings or rankings (whether by reciprocal review schemes, paid reviews or otherwise).
- No abusive conduct toward customers, support staff or other Partners.
- No deceptive user-interface tactics (“dark patterns”) in the Partner's storefront.
11. Data Handling
Customer information shared with the Partner (name, contact details, delivery address, uploaded artwork) is provided solely to fulfil the order. The Partner must keep this information confidential, must not use it for unsolicited marketing, and must comply with the RA Law on the Protection of Personal Data. Detailed obligations are in the Privacy Policy.
12. Suspension & Termination
Hypena may suspend or terminate the Partner's shop for material breach of this Agreement, failure to maintain verification, regulatory non-compliance, or to comply with a court order or regulatory directive. Where practical, Hypena will give notice and an opportunity to cure. The Partner may close its shop at any time. Obligations relating to open orders, open complaints and confidentiality survive termination; amounts collected for the Partner are remitted once open orders and complaints are closed.
13. Indemnification
The Partner will indemnify Hypena against any claims, losses or expenses arising from (a) the goods and services the Partner sells, (b) the content the Partner uploads to the Platform, and (c) the Partner's breach of this Agreement or of applicable law.
14. Force Majeure
Neither party is liable for any failure or delay in performing its obligations to the extent that the failure or delay results from circumstances beyond its reasonable control, including natural disaster, fire, flood, epidemic, war, hostilities, civil unrest, act of a public authority, strike, failure of power or telecommunications networks, or interruption of internet or payment infrastructure. The affected party shall notify the other without undue delay and shall resume performance as soon as the circumstances permit. This clause does not excuse any obligation to refund amounts already paid for goods or services that were not delivered.
15. Governing Law
This Agreement is governed by the laws of the Republic of Armenia, and the competent courts of Yerevan, Republic of Armenia have exclusive jurisdiction over any dispute arising under it.
16. Contact
Questions about this Agreement can be sent to [email protected].