APPROVED

by the Order of the Director of Limited Liability Company "GulliverSoft" No. 2024-09-17-1 dated September 17, 2024

PUBLIC AGREEMENT FOR PAID REPRESENTATION SERVICES (AGENCY AGREEMENT)

Minsk, Republic of Belarus

This public agreement for paid representation services (hereinafter referred to as the "Agreement") is concluded between Limited Liability Company "GulliverSoft," hereinafter referred to as the "Principal," represented by Director Elena Vadimovna Leonova, acting on the basis of the Charter, and any person who has accepted the proposed Agreement in its entirety (an individual entrepreneur or legal entity), hereinafter referred to as the "Agent," collectively referred to as the "Parties," and individually as a "Party," in accordance with Article 396 of the Civil Code of the Republic of Belarus, and defines the procedure for the Parties' interaction during the execution of the Agreement.

1. TERMS AND DEFINITIONS

1.1. Client – an individual, including an individual entrepreneur, or a legal entity seeking services from the Principal.
1.2. Client Agreement – a paid services agreement concluded between the Client and the Principal.
1.3. Personal Account – a set of secure pages of the Agent’s information resource (website) created as a result of the Principal providing data for joining the Agreement.
1.4. Virtual Platform GulliverCrm (Platform, Service) – software for managing clients and attendance records in children's centers, language and music schools, dance and sports studios, etc. The Platform enables full-cycle management control, stores research and other wiki-information, and manages clients, projects, invoices, and received payments, automating routine HR workflows. The Platform consists of various modules that can operate independently or in conjunction with other modules. The Virtual Platform is an object of copyright and intellectual property rights, regulated and protected by intellectual property and copyright laws.

2. SUBJECT OF THE AGREEMENT

2.1. The Agent undertakes to provide the Principal with services for finding and attracting business partners (hereinafter referred to as "Clients") for the Principal to provide services to Clients in accordance with paragraphs 2, 3 of clause 2.2.1 of the Agreement. In turn, the Principal undertakes to accept the services rendered and pay the Agent an agency fee under the terms of this Agreement.
2.2. The services provided to the Principal include (hereinafter referred to as the "Services"):

2.2.1. Identifying and establishing contacts with Clients interested in purchasing the following services from the Principal:
- Access to the GulliverCrm virtual platform;
2.2.2. Providing Clients with consultations on the possibility of purchasing the Principal’s services, including the terms of their provision, execution, and fulfillment of the relevant Client Agreements;
2.2.3. Recommending Clients via their website and/or other service (by placing a promo code, referral link, etc.) to contact the Principal with a request to conclude a Client Agreement;
2.2.4. Transferring to the Principal information about Clients who have expressed a desire to conclude a Client Agreement and providing Clients with the Principal’s contact details for concluding Client Agreements;
2.2.5. Other actions aimed at finding and attracting new Clients, as well as informational support to Clients and the Principal in concluding Client Agreements.
2.3. The Agent shall perform this Agreement personally, without involving third parties.
2.4. The Agent assists the Principal in concluding Client Agreements with the Clients it attracts but does not act as an independent party to such Client Agreements or sign them on behalf of the Principal.
2.5. The purpose of the cooperation between the Principal and the Agent is to attract new Clients for the Principal, establish contractual relationships with them, and increase the Principal’s revenue from its business activities.

3. PROCEDURE FOR PARTIES' INTERACTION

3.1. The Agent, using methods established by the Agreement and the legislation of the Republic of Belarus, recommends that individuals, individual entrepreneurs, and legal entities purchase the Principal’s services and conclude a Client Agreement with the Principal. For this purpose, the Agent provides potential Clients with complete and accurate information about the services provided by the Principal and the procedure for their provision:

3.1.1. The Agent explains to potential Clients the procedure and content of the services in accordance with the paid services agreements, Service Rules, and other documents of the Principal regulating the provision of services, available at: Service Rules;
3.1.2. The Agent explains to potential Clients the terms of access and use of the GulliverCRM Virtual Platform, as well as the requirements for the service purchaser. The Client must meet the requirements set by the legislation of the Republic of Belarus, local regulations, and the public agreement of GulliverSoft;
3.1.3. The Agent explains to potential Clients the payment procedure for the Principal’s services and their cost in accordance with the Principal’s current Price Lists;
3.1.4. The Agent informs potential Clients about the advantages of the GulliverCRM Platform for business, requirements, information, and documents necessary for concluding a Client Agreement.
3.2. The Agent provides the Client, who has expressed a desire to purchase the Principal’s services, with the Principal’s contact details for further interaction regarding the preparation of documents required for concluding a Client Agreement. Simultaneously, the Agent notifies the Principal of the contact established with the said Client (by sending a notification to the Principal’s email or by phone) and transfers the potential Client’s contact details to the Principal for further interaction. The Client may also independently contact the Principal with a request to conclude a Client Agreement, indicating the Agent as the source of information about the Principal’s services.
3.3. The Principal reviews the documents and information received from the Client and, upon making a positive decision to conclude a Client Agreement, adds the attracted Client to the Agent’s Personal Account. If circumstances are identified during the Principal’s review of the Client’s information or at any other time before or after the conclusion of the Client Agreement that make it impossible to conclude or execute the Client Agreement through no fault of the Principal, the Principal’s obligation to pay the Agent’s fee does not arise.
3.4. The Agent provides the Services at their location.
3.5. The Principal independently keeps records of Clients attracted by the Agent under this Agreement through the Agent’s Personal Account.
3.6. The following methods of executing this Agreement by the Agent are not permitted:
Mass distribution of advertising or other correspondence (spam);
Artificial inflation of the number of orders (requests);
Creating clones of the Principal’s website;
Using an interface similar to the Principal’s website interface;
Using the Principal’s website domain, logos, or company name in contextual advertising (Google AdWords, Yandex Direct);
Using other illegal methods of attracting Clients.

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1. The Agent shall:

4.1.1. At its own expense and discretion, take necessary actions to find and attract Clients for concluding Client Agreements in compliance with the legislation of the Republic of Belarus;
4.1.2. Follow the Principal’s instructions and recommendations when selecting Client candidates and verify their compliance with the established requirements;
4.1.3. Provide the Principal with complete and accurate information about Clients as per the terms of this Agreement and verify such information;
4.1.4. Provide Clients with complete and accurate information about the terms of the Principal’s services, criteria, and requirements;
4.1.5. Immediately notify the Principal of any unauthorized use of the login and/or password to the Personal Account by third parties;
4.1.6. Promptly inform the Principal of any violations of Client Agreement terms by the Clients it has attracted;
4.1.7. Notify the Principal in writing within 5 (five) business days of any changes to its bank details, contact, or registration data;
4.1.8. Provide the Principal, upon request, with accurate, complete, and substantiated information about the execution of this Agreement;
4.1.9. Maintain confidentiality regarding information about the Principal, its partners, and Clients;
4.1.10. Exercise due diligence and good faith when selecting Clients for the Principal;
4.1.11. Activate the Agent’s Personal Account after concluding the Agreement using the login credentials provided by the Principal;
4.1.12. Properly fulfill its obligations under this Agreement.
4.2. The Agent has the right to:
4.2.1. Receive remuneration from the Principal for the Services rendered in accordance with the Agent’s remuneration rates;
4.2.2. Request explanations and consultations from the Principal regarding the execution of Client Agreements;
4.2.3. Coordinate with the Principal via official correspondence the possibility of developing individual terms for a Client Agreement with a specific Client.
4.3. The Principal shall:
4.3.1. Timely and fully pay the Agent’s remuneration;
4.3.2. Conduct technical and commercial negotiations with Clients;
4.3.3. Post information in the Agent’s Personal Account about each Client’s connection;
4.3.4. Advise the Agent on matters related to the conclusion and execution of Client Agreements;
4.3.5. Provide the Agent with necessary information in accordance with the subject of this Agreement;
4.3.6. Timely and fully fulfill its obligations under Client Agreements concluded with the Agent’s participation;
4.3.7. Promptly notify the Agent in writing of any changes to its details.
4.4. The Principal has the right to:
4.4.1. Independently decide on concluding a Client Agreement;
4.4.2. Establish criteria for Client eligibility to conclude a Client Agreement;
4.4.3. Unilaterally amend Client Agreement terms in agreement with the Client;
4.4.4. Establish direct connections and agreements with third parties;
4.4.5. Monitor the accuracy and reliability of information provided by the Agent;
4.4.6. Monitor the methods used by the Agent to attract Clients.

5. AGENT'S REMUNERATION. PAYMENT TERMS

5.1. The billing period for determining the Agent’s remuneration under this Agreement is a calendar quarter.
5.2. For the Agent’s Services, the Principal shall pay the Agent a quarterly percentage-based remuneration, the amount of which depends on the total volume of payments made in the reporting month.
5.3. The cost of Services is determined in accordance with the Remuneration Price List for the Agent’s Services as per Appendix No. 1.
5.4. Changes and/or additions to the Price List are made by the Principal unilaterally.
5.5. Changes and/or additions to the Price List take effect 3 (three) business days after their publication.
5.6. If the Agent disagrees with the changes, it may unilaterally terminate the Agreement.
5.7. Primary accounting documents confirming business transactions may be issued unilaterally by each party to the transaction.
5.8. No later than the 15th day of the month following the reporting quarter, the Principal shall provide the Agent with a Service Acceptance Certificate.
5.9. To confirm the Services rendered, the Agent may quarterly print the Principal’s Service Report generated in the Agent’s Personal Account.
5.10. The basis for the Principal’s payment of remuneration to the Agent is the unilaterally issued Service Acceptance Certificate.
5.11. Remuneration shall be paid to the Agent quarterly, no later than the last day of the month following the reporting quarter.
5.12. Payment of remuneration shall be made via bank transfer to the Agent’s details specified in the Personal Account.
5.13. The Agent and the Principal shall bear their own expenses for executing this Agreement.
5.14. The Agent shall refund the Principal the agency fee if the Client’s financial transaction processed by the Principal is canceled.
5.15. During the term of this Agreement, the Agent may receive services from the Principal.

6. LIABILITY OF THE PARTIES. DISPUTE RESOLUTION

6.1. The Parties shall be liable for breach of this Agreement in accordance with applicable law.
6.2. Neither Party shall be liable for failure to perform its obligations under the Agreement due to force majeure.
6.3. In the event of force majeure, the performance of obligations shall be suspended for the duration of such circumstances.
6.4. If force majeure persists for more than 60 calendar days, either Party may terminate the Agreement.
6.5. All disputes arising under or in connection with this Agreement shall be resolved through negotiations.
6.6. If disputes cannot be resolved amicably, they shall be submitted to the court at the Principal’s location.

7. AGREEMENT CONCLUSION PROCEDURE

7.1. The Agreement is a public contract and may be concluded by the Agent’s accession to the Agreement.
7.2. The Agreement is concluded by the Agent’s acceptance of its terms in full.
7.3. A person wishing to join this Agreement shall review its text and submit an online application via the Principal’s website.
7.4. Upon receiving the Agent’s online application, the Principal contacts the Agent to clarify details.
7.5. Submission of the online application by the Agent constitutes acknowledgment and acceptance of the Agreement terms.
7.6. The absence of a written refusal by the Agent to accept the Agreement terms constitutes acceptance.

8. AMENDMENTS TO THE AGREEMENT

8.1. The Principal may unilaterally amend and/or supplement this Agreement.
8.2. Amendments take effect for the Parties upon their publication.
8.3. The Agent may terminate the Agreement if it disagrees with the amendments.
8.4. The absence of written notice of termination by the Agent constitutes acceptance of the amendments.
8.5. Either Party may unilaterally terminate the Agreement.

9. TERM AND TERMINATION

9.1. This Agreement is deemed concluded upon the Agent’s acceptance of its terms and remains in force until December 31 of the year of its conclusion.
9.2. Either Party may unilaterally terminate this Agreement.

10. PERSONAL DATA PROCESSING

10.1. Personal data processing is conducted by the Parties in accordance with applicable law.
10.2. The Principal processes personal data for the purposes set forth in its Personal Data Processing Policy.
10.3. Each Party shall take necessary measures to fulfill its personal data protection obligations.

11. MISCELLANEOUS

11.1. The Parties recognize the legal validity of documents exchanged electronically.
11.2. The Parties shall notify each other of any changes to their details.
11.3. Neither Party may transfer its rights or obligations under this Agreement to third parties.
11.4. For matters not regulated by this Agreement, the Parties shall comply with applicable law.

12. PARTIES' DETAILS

12.1. The Agent’s details are the information provided for registering the Personal Account.
12.2. The Principal’s details:
Limited Liability Company "GulliverSoft,"
UNP 193772835, Republic of Belarus, Minsk, Ratomskaya St. 7-384B,
Account No. BY58ALFA30122F22610010270000 at JSC "Alfa-Bank," ALFABY2X
Mobile: +375 (25) 750-25-35, Website: GulliverCrm
Email: gullivercrm.com@gmail.com

Appendix No. 1 to the Agreement for Paid Representation Services (Agency Agreement)

Price List for Agent’s Services

Service Name: Services for finding and attracting business partners (Clients)
Agency Fee, %: 15%

The total volume of funds received includes successfully completed transactions within the reporting period.