Partner Services Agreement

Partner Services Agreement

m. Kyiv

19.03.2022

INNOVATION AND STABILITY LIMITED LIABILITY COMPANY

a natural or legal person, or a natural person-entrepreneur, hereinafter referred to as "Partner" who has applied for accession in the prescribed manner, on the other hand, have entered into this agreement on the following:

1. SUBJECT OF THE AGREEMENT

1.1. In the manner and under the conditions specified in this Agreement, the Partner carries out for a fee intermediary activities in the interests of the Company, aimed at attracting customers through the acceptance of potential customers public contract (offer) to use the Site https://instaco.com.ua (hereinafter - the Main Agreement ) with the Company. To act as an intermediary under this Agreement, the Company provides the Partner with a Referral Link to the e-mail address specified in clause 14 of this Agreement, which the Partner provides to other persons (entities or individuals) in order to attract them to the Company.

1.2. The Partner, acting for the purpose of carrying out intermediary activities in the interests of the Company, in addition to signing this Agreement, may accept / accept the terms of this Agreement by following the following actions on the Company's website https://instaco.com.ua, namely:

registration by the Partner on the Website, where the Partner fills in the relevant application;
submission of an application for accession to the Agreement.
1.3. By signing the application for accession, the Partner confirms that he is fully acquainted with the terms of the Basic Agreement and accepts them.

2. TERMS AND DEFINITIONS

2.1. The company is a limited liability company "Innovation and Stability Company", abbreviated as INSTACO LLC.

2.2. Partner - a business entity or individual.

2.3. The Client is a consumer (business entity or individual) of the Company's services, which was involved by the Partner as a result of advertising, consulting and other activities and which accepted the Basic Agreement.

2.4. Virtual Infrastructure - a set of components, which may include: technical support, virtual network infrastructure, virtual servers, software use and other components, if they are part of the current configuration of services available to the Client via the Internet using the Client's own equipment.

2.5. Official Notice is a written notice of the Company sent by e-mail to the e-mail address of the Partner's contact persons and / or posted on the Company's website. The official notice may be administrative, financial, informational, promotional, educational and other. By signing this Agreement, the Partner agrees to receive Official Notices to the e-mail addresses of the Partner's contact persons, which are indicated in the section "Location and details of the parties" of this Agreement.

2.6. The main agreement is an offer (public agreement, accession agreement), which is posted on the Company's website at https://instaco.com.ua/help/oferta.

2.7. Services - services provided by the Company to the Client for urgent paid use of virtual infrastructure deployed in accordance with the configuration of services defined by the Main Agreement, which may change under the Basic Agreement, Tariffs for providing services for urgent paid use of virtual infrastructure and Service Level Agreement .

2.8. The parties are the Company on the one hand and the Partner on the other.

2.9. Party - Company or Partner depending on the context.

2.10. Website - the Company's website on the Internet, located at: https://instaco.com.ua;

2.11. Referral link - a link to the Company's website, which contains the personal number of the Partner, which is registered at the end of the link address and which allows to identify the Partner. Referral links can be of two types:

Type 1 - Referral links to the relevant document template posted on the Company's website. This type of links is provided regardless of the number of Clients attracted by the Partner and the amount of the Company's services purchased by the Client.

Type 2 - Referral link to any of the Company's services posted on the Company's website. Such links are provided by the Company after the Partner attracts Clients who have purchased the Company's services on a Type 1 Referral Link in the amount of not less than UAH 30,000.00.

Referral links are sent to the e-mail address of the Partner specified in section 14 of this Agreement.

2.12. Referral user is a consumer (business entity or individual) of the Company's services, which was involved by the Partner as a result of advertising, consulting and other activities and which accepted the Basic Agreement and became a Client by using the Referral link provided by the Partner to fulfill the terms of this Agreement.

2.13. The order of cooperation of the Parties to this Agreement may take place

read as follows:

The Partner submits an application for joining the official e-mail of the Company;
The Company provides the relevant referral link to the Partner's e-mail;

2.14. The Company's report is information on the number of Clients with whom the Main Agreement has been concluded, additional Services have been ordered with the assistance of the Partner, as well as Services paid for by the Client. The Company's report is displayed in the Partner's Personal Account on the Company's website in real time. Until the introduction of the Partner's Personal Account section on the Company's website, the Company provides a report on the number of referral users and payment for Services from the Client attracted by the Partner at the request of the Partner, but at least once a year until December 31 this year.

3. SUPPORT OF PARTNERS

3.1. The company provides maximum support and assistance to Partners.

3.2. The company provides advice on any issues that arise in the process of attracting customers.

3.3. The Company provides Demo access to the Services to potential Clients. Potential Clients from Partners have priority for using the test period.

3.4. The Company provides the Partner, if available, with advertising, informational, educational and other supporting materials about the Services.

3.4.1. At the request of the Partner, the company provides templates for marketing (presentation) and commercial documents to the extent necessary to attract customers.

3.5. The Company advises and trains the Partner on any issues that arise in the process of attracting Clients and further support of the Client by the Partner.

3.6. If necessary, the Company participates in negotiations, meetings, etc. on the sale of Services, if necessary and by prior agreement.

3.6.1. If necessary, the Company provides a demonstration platform in order to demonstrate to potential customers the opportunities that can be obtained by them through the Services.

3.7. The Company may post information about the Partner on its Website and public pages on social networks in the amount agreed with the Partner.

3.8. In order to increase the Partner's competence in the Services and to increase the Partner's involvement in potential Clients, the Company may conduct Partner certification. Successful certification of the Partner is confirmed by a certificate. The validity of the certificate is 1 year.

4. PROHIBITED ACTIONS OF PARTNERS

4.1. Disseminate inaccurate information, in particular about the Services and / or the Company.

4.2. During its activity within the framework of the Agreement, indicate in its advertising and information materials that the Services are provided on behalf of the Partner.

4.3. Take any actions that contribute to the termination of the Basic Agreement by the Client, renegotiation of the Basic Agreement in favor of other providers of similar or similar services.

4.4. Make any changes to the templates of marketing (presentation) and commercial documents, as well as to advertising, information, training and other supporting materials about the Services without the consent of the Company.

4.5. To act and / or act as a contact person on the main, financial and administrative issues of the Client.

5. AMOUNT OF REMUNERATION

5.1. Reporting period - one calendar month during which the Client was provided with and paid for by this Client under the Main Agreement. Until the introduction of the Partner's Main Cabinet section on the Company's website, the reporting period will be the period between the start of services under this Agreement and the report requested by the Partner and / or the period between the previously submitted report and the current one requested by the Partner under this Agreement. .

5.2. Remuneration is accrued:

5.2.1. To the Partner having the status of a business entity (legal entity, natural person-entrepreneur) in the amount of 10% (ten percent) of the value of the Company's Services provided by the Company and paid by the Client in the relevant Reporting Period in the following order:

- until the Partner attracts Clients who have purchased the Company's services on a Type 1 Referral Link in the amount of not less than UAH 30,000.00. - in the amount of 10% (ten percent) of the cost of licenses for templates provided by the Company and paid by the Client by referral link of the Type1 Partner;

- after the Partner attracts Clients who have purchased the Company's services on a Type 1 Referral Link in the amount of not less than UAH 30,000.00. - in the amount of 10% (ten percent) of the value of all Services provided by the Company and paid for by the Client through a referral link of the Type2 Partner.

5.2.2. To a Partner with the status of a natural person in the amount of 8% (ten percent) of the value of the Company's Services provided by the Company and paid for by the Client in the relevant Reporting Period in the following order:

- until the Partner attracts Clients who have purchased the Company's services on a Type 1 Referral Link in the amount of not less than UAH 30,000.00. - in the amount of 8% (ten percent) of the cost of licenses for templates provided by the Company and paid by the Client on the referral link of the Type1 Partner;

- after the Partner attracts Clients who have purchased the Company's services on a Type 1 Referral Link in the amount of not less than 30 0

00.00 UAH - in the amount of 8% (ten percent) of the value of all Services provided by the Company and paid for by the Client through the referral link of the Type2 Partner.

5.3. At the request of the Partner, the remuneration, in part or in full, may be used to pay for the Company's Services (https://instaco.com.ua/#constructor).

5.3.1. In this case, the amount of the Remuneration is 15% (fifteen percent) of the value of the Services provided by the Company and paid for by the Client in the relevant reporting period.

5.4. The Partner has the right to combine the procedure for payment of the Remuneration in accordance with p. 5.2, 5.3, 5.3.1 of this Agreement.

5.5. The Partner may accumulate remuneration for 3 (three) years from the date of signing and / or acceptance of this Agreement. Upon expiration of this period, the remuneration will be canceled and will not be paid if the Partner does not provide feedback to the Company or has not duly notified the Company of the remuneration.

5.6. The Partner's remuneration is not accrued in the case of:

5.6.1. The main agreement was not concluded between the Client and the Company within 6 (six) months, does not apply to self-registration of the client on the Site. The company considers such a period to be as reasonable and acceptable as possible for establishing a relationship.

5.6.2. Information about the potential Client is available in the Company's database and / or was previously received from another Partner.

5.6.3. The Client, with whom the Basic Agreement has already been concluded with the assistance of the Partner, ordered additional Services from the Company independently, without the assistance (encouragement, assistance) of the Partner, for such additional Services.

5.6.4. The main agreement or the Agreement has expired on any grounds and / or such agreements have been declared invalid or not concluded, and / or such agreements are void in accordance with the current legislation of Ukraine.

5.6.5. One-time Services and services provided by contractors (system administration services; assistance in transferring data to the Virtual Infrastructure; registration (re-registration) and support of domain names in domain zones; certificates, etc.).

5.6.6. If the Client is already a user of the Company's Services, this fact is not the result of the Partner's actions.

5.6.7. Commitment by the Partner of any action under Section 4 of this Agreement.

6. TERMS OF PAYMENT OF REMUNERATION

6.1. Remuneration is guaranteed and paid only upon receipt of payment for Services from the Client by the Company and proper execution of the act of acceptance-transfer (provision) of services between the Client and the Company. Until the payment for the Services is received from the Client and the act of acceptance-transfer (provision) of services between the Client and the Company is duly executed, the Company shall not have any obligations to the Partner regarding the payment of the Remuneration.

6.2. All settlements for the payment of remuneration under this Agreement shall be made:

- in the national currency of Ukraine - hryvnias, if the Partner is a resident of Ukraine:

- in US dollars or Euros at the official exchange rate of the NBU on the date of payment, if the partner is not a resident of Urkina.

6.3. When paying the remuneration to the Partner, all necessary fees and taxes provided by the current legislation shall be deducted from it. This applies to natural persons, as well as natural persons-entrepreneurs who do not have a proper NACE.

6.4. Confirmation of the Partner's fulfillment of obligations under the Agreement is a duly executed Act of services provided (hereinafter - the Act), signed by both Parties. The form of the act is given in Annex №1 to this Agreement.

6.5. The Company keeps records of the Clients with whom the Basic Agreement has been concluded, additional Services have been ordered with the assistance of the Partner, as well as the Services paid for by the Client in the respective Reporting Period by own means of accounting. The Company's records are the only source of information on the amount of obligations performed by the Partner. The Partner agrees that in case of disputes, the Company's accounting data will take precedence over other data. The Company provides the Partner with reports on the number of Clients with whom the Main Agreement has been concluded, additional Services have been ordered with the Partner's assistance, as well as Services paid for by the Client in accordance with clause 2.14 of this Agreement.

6.6. At the request of the Partner, the Company provides the Partner with information on the remuneration accrued to him by sending a report (in any form) for the previous reporting period. After the introduction of the Partner's Personal Account section on the Company's website, such a report will be displayed in the Partner's Personal Account in real time.

6.7. By the 20th of each current month, the Partner shall provide the Company with a Certificate in two copies for the amount specified in the relevant report and the invoice. If the report was submitted in the period before the introduction of the Partner's Personal Account section on the Company's website, the Partner shall submit the Act to the Company in two copies by the 20th day of the month following the submission of the report.

7. TERMS OF PAYMENT OF REMUNERATION

7.1. The Company pays the remuneration by the end of the current month for the previous Reporting Period to the Partner's current account. To receive a reward through the Company's cash desk, the Partner undertakes to provide its valid IBAN, bank and other bank details for payment using

e-mail specified in the Application for Accession.

7.1.1. Restrictions established by the current legislation apply to the payment of remuneration through the Company's cash desk. Applies to the maximum amount of cash payments.

7.2. If the Client has not made a monthly payment for the Services under the Main Agreement within the prescribed time, the fee will be paid to the Partner after the Client makes a monthly payment for the Services under the Main Agreement, in accordance with paragraph 7.1.

8. RIGHTS OF THE PARTIES

8.1. The Parties have the right to properly assist each other to achieve the objectives of this Agreement.

8.2. The partner has the right to:

8.2.1. to receive the Company's Support under Section 3 of this Agreement;

8.2.2. provide the Company with offers, wishes, any information about the Services.

8.3. The company has the right to:

8.3.1. monitor the Partner's compliance with the requirements of Section 4 of this Agreement;

8.3.2. make changes to this Agreement unilaterally, which informs the Partner 7 (seven) calendar days before the date of such changes.

9. OBLIGATIONS OF THE PARTIES

9.1. The Parties undertake to take all legal and ethical measures to achieve the objectives of this Agreement.

9.2. The Parties undertake to adhere to the chosen procedure of cooperation according to the relevant scheme specified in Section 2, Clause 2.13 of this Agreement.

9.3. The Parties undertake to record in electronic form (from the official e-mail addresses specified in Section 12 of this Agreement) agreements on controversial issues during the implementation of this Agreement.

9.4. In the event of a change in the details, the Party undertakes to notify the other Party within 10 (ten) calendar days.

9.5. The Partner undertakes:

9.5.1. make a reasonable maximum effort to attract potential customers by finding potential customers, acquainting them with the Services provided by the Company;

9.5.2. not to perform the actions listed in Section 4 of this Agreement.

9.6. The company undertakes:

9.6.1. if possible, provide support to the Partner under Section 3 of this Agreement;

9.6.2. accrue and pay remuneration to the Partner in accordance with the terms of this Agreement.

10. CONFIDENTIALITY

10.1. The conditions for the confidentiality of personal data are provided in accordance with certain practices set forth in the Company's Privacy Policy, which is available on the Company's website at https://instaco.com.ua/help/politika-konfidentsiynosti.

10.2. Under a trade secret, the Parties shall understand information of a technical, organizational, commercial, industrial and other nature, except for those which, in accordance with the law, cannot be classified as a trade secret.

10.3. Confidential information is understood by the Parties as information restricted by the Company and / or the Partner and / or the Client, therefore has commercial value and has been subject to adequate measures to maintain its secrecy.

10.4. The parties undertake not to use the knowledge of the information under p. 10.1-10.3 of this Agreement without the written consent of the other Party or the Client to conduct other activities, except to achieve the subject of this Agreement.

11. RESPONSIBILITY OF THE PARTIES

11.1. The Parties shall be liable for violation of the terms of this Agreement in accordance with applicable law.

11.2. The Parties shall be released from liability for breach of obligations under the Agreement if such breach is the result of force majeure and if the Party proves the existence of such circumstances.

11.3. Irresistible force in the Agreement means any extraordinary events that occur without the fault of the Parties, against their will or against the will or desire of the Parties and which cannot be foreseen and cannot be prevented and avoided with all caution. including (but not limited to) natural disasters (earthquakes, fires, storms, snow or ice, floods, hurricanes, lightning damage, etc.), disasters of biological, man-made and anthropogenic origin (explosions, fires, machine failures and equipment, mass epidemics, epizootics, epiphytosis, etc.), circumstances of public life (war, threat of war, revolutions, uprisings, uprisings, hostilities, blockades, public unrest, terrorism, explosions, mass strikes and lockouts, boycotts, etc.), and issuing prohibitive or restrictive acts of public authorities or local self-government bodies, other legal or illegal prohibitive or restrictive measures of these bodies, which make it impossible for the Parties to perform the Agreement or temporarily impede such performance.

11.4. A Party for which it is impossible to fulfill its obligations under this Agreement due to force majeure shall, as soon as possible, notify the other Party of the occurrence, probable duration and expiration of such actions.

11.5. Proof of the existence of force majeure circumstances and the term of their validity are duly executed certificates of the relevant state bodies and / or the Chamber of Commerce and Industry at the place of occurrence of such an event. Confirmation of the circumstances of force majeure that took place in the hosting

-provider of the Company (fire, flood, etc.), there is a message from the hosting provider.

12. SETTLEMENT OF DISPUTES

12.1. In the event of deficiencies in the implementation of this Agreement, the Party shall send a reasoned claim to the e-mail of the other Party specified in section 14 of this Agreement. The claim is made in any form with a description of the problem that arose during the implementation of this Agreement, the date and time of the problem.

12.2 If it is impossible to settle the dispute in a pre-trial procedure within twenty working days from the date of sending a reasoned claim by the Party, the dispute shall be resolved in the manner prescribed by the legislation of Ukraine.

13. EFFECT OF THE AGREEMENT

13.1. The Company informs the Partner that it will involve other partners in providing them with intermediary activities in the interests of the Company, aimed at attracting Clients and concluding Basic Agreements with them.

13.2. Terms and definitions used in this Agreement and not defined by it shall be used in the sense set forth in the Basic Agreement.

13.3. Each Party guarantees to the other Party that it has the necessary capacity, as well as all the rights and powers necessary and sufficient for the conclusion and implementation of this Agreement in accordance with its terms.

13.4. Unilateral change of the terms or refusal to fulfill the terms of the Agreement is inadmissible, except for the cases provided by this Agreement.

13.5. The Partner may not transfer its rights and obligations to third parties without the written consent of the Company.

13.6. This Agreement shall enter into force upon receipt by the Company of the accession application from the Partner and shall be valid for one year from the date of signing, but in any case until its final implementation by the Parties. This Agreement is subject to automatic extension for each subsequent year, unless either Party notifies the other Party in writing of its intention to terminate the Agreement 30 (thirty) calendar days before its expiration. The number of such extensions is not limited.

13.7. The contract may be terminated early:

13.7.1. at the request of one of the Parties, the latter shall notify the other Party in writing no later than 30 (thirty) calendar days by sending a letter to the e-mail specified in section 14 of this Agreement, as well as to settle accounts and perform all financial obligations to each other in compliance with the terms of this Agreement;

13.7.2. by court decision;

13.8.3. in case of long-term (more than three months) force majeure, the Parties undertake to make financial settlements within one month and have no right to demand compensation from the other Party;

13.8.4. in the event that the Partner commits the actions listed in Section 4 of this Agreement, the Company has the right to terminate the Agreement at any time unilaterally by notifying the Partner by sending him an official notice;

13.8.5. by mutual agreement of the Parties.

13.9. During the validity of the Agreement, the Company has the right to change and / or supplement the terms of this Agreement with the obligatory Official Notice of the Partner not later than 7 (seven) calendar days prior to its entry into force. Such notification is also valid if it is sent to the Partner's e-mail specified in Section 14 of this Agreement.

13.10. In case of disagreement of the Partner with changes and / or additions to the Agreement, this Partner has the right to terminate the Agreement in accordance with the procedure set forth in the Agreement within 7 (seven) calendar days from the date he learned or could learn about changes to the Agreement. . Failure of the Partner to terminate the Agreement within the specified period indicates the Partner's agreement with the changes made to the Agreement.

14. LOCATION AND DETAILS OF THE PARTIES

COMPANY:

INNOVATION AND STABILITY COMPANY LIMITED LIABILITY COMPANY

(abbreviated as INSTACO LLC)

USREOU code: 42000872

Ind. tax number: 420008708140

Legal address: 70504, Zaporizhia region, Orikhiv district, Orikhiv city, POKROVSKA STREET, building 109

Tax status: Payer of income tax on general grounds

IBAN: UA393133990000026007055743943, ZAPRU PJSC CB "Privatbank", MFI Bank 31339

Tel .: +38 (050) -268-41-69,

E-mail address: [email protected]

Director

_______________ / Kornienko IP /

signature

Appendix 1

to the Agreement on the provision of partnership services from "___" ____________ 2022.

Act of services provided

LIMITED LIABILITY COMPANY "COMPANY" INNOVATION AND STABILITY ", hereinafter referred to as" the Company ", in which the director Kornienko Irina Pavlovna, acting on the basis of the Statute, acting on behalf of on the basis of ___________________, on the other hand, made this act on the following:

This Act was drawn up by the Parties pursuant to Clause 6.4 of the Partnership Services Agreement dated ___ __________ 2022, according to which the Company accepts the Client Attraction Services provided by the Partner for _________________________202_.

Indicate the period of services provided

The Parties confirm that according to the Clients' accounting (paragraph 6.5 of the Partnership Services Agreement from "__" _____ 2022), during the reporting period _______________ ____ Clients were attracted through the Agency's intermediary activities, the Clients paid for the Company's services in the total amount of __________.
The Services are considered provided and the Company has no claims on the provision of such services by the Partner.
According to this act, the Partner's remuneration is (it is necessary to note one of the following types of remuneration):
10% (ten percent) of the value of the Services provided by the Company and paid for by the Client in the relevant reporting period and is ____________ UAH.
the Partner's remuneration is partially / fully (it should be emphasized) directed to the payment for the Company's Services (https://instaco.com.ua/#constructor), namely the following services __________________, this remuneration is 15% (fifteen percent) of the value provided by the Company and paid by the Client for the Services in the relevant Reporting Period.
combined remuneration, namely ________ UAH. is aimed at partial / full (emphasis added) payment for the following services of the Company __________________ and is 15% (fifteen percent) of the cost of services provided by the Company and paid by the Client in the relevant reporting period, and the rest of the fee of ____________ UAH. must be transferred to the current account of the Partner and is
This Act of Acceptance-Transfer of the Claim is drawn up in the Ukrainian language in two authentic copies, one for each of the Parties.

PARTNER: