Offer agreement on customer acquisition service

PREAMBLE

This document is the official written public offer of POSTOPLAN OU, a limited liability company registered in Estonia under the number 14726315 with legal address: Harju maakond, Tallinn, Lasnamäe linnaosa, Majaka tn 26, 11412, hereinafter referred to as the Principal, to conclude the Contract for Customer Attraction Services (hereinafter referred to as the Contract).

The person accepting the offer is considered as an “Agent” who entered into contractual relations with the Principal on the conditions set out below. 

The Agent and the Principal shall be separately referred to as the "Party" and jointly referred to as the "Parties" of the agency agreement. The agreement is considered concluded from the moment of acceptance. 

The fact of clicking the "Register" button during registration on the Principal's website page is recognized by the Parties as acceptance, i.e. the Agent's consent to conclude an agency agreement with the Principal on the terms and conditions of this offer.

At the moment of acceptance, a unique number is assigned to the Agreement.

1. CONTRACT SUBJECT

1.1 The Principal instructs and the Agent assumes the obligation, on his (her) own behalf and at the expense of the Principal, to attract customers to use the service of managing social networks and messengers POSTOPLAN, owned by the Principal. The service of managing social networks and messengers POSTOPLAN means websites and mobile applications owned by the Principal. 

1.2 Attracting customers is carried out by placing hypertext links or parts of the Principal's website or other materials provided by the Principal on the Agent's websites, or by legally sending emails containing links. 

2. PARTIES’ RIGHTS AND OBLIGATIONS

2.1. The principal must:

2.1.1. Ensure the operability of the POSTOPLAN social network and messenger management system installed on the Principal's websites, inform the Agent about possible changes in the system.

2.1.2. Register the Agent as a partner on the Principal's website and assign an individual identifier code.

2.1.3. Organize records of customer conversions from the Agent's websites to the Principal's website, and also control the actual sales of services made by customers as a result of such transitions.

2.1.4. Pay agent remuneration in the manner and amount established in accordance with Section 3 of this Agreement.

2.1.5. Provide advice on the operation of the POSTOPLAN social network and messenger management system, necessary for the performance of the Agent's duties, during the working hours of the Principal by email.

2.1.6. Require Agent to stop any actions misleading the user regarding the nature of the Principal's website and its properties.

2.1.7. Refuse to execute the contract without paying the Agent’s remuneration in case of violation by the latter of 2.2.6 - 2.2.10 of this agreement. 

2.1.8. The Principal has the right to unilaterally change terms of the agreement with the mandatory e-mail notification to the Agent no later than one month before these changes take effect.

2.1.9. The Principal has the right to unilaterally terminate the agreement with the Agent without explanation of reasons with the mandatory e-mail notification of the Agent and payment of the due remuneration in accordance with the established procedure.

2.2. The agent must:

2.2.1. Place hypertext links, parts of the Principal's website or other materials provided by the Principal on their sites that direct customers to the POSTOPLAN social network and messenger management service owned by the Principal.

2.2.2 Place parts of the Principal’s website without any changes in the appearance and working principles of these parts.

2.2.3. By any available means, encourage visitors of the Agent's websites to use the service of managing social networks and messengers POSTOPLAN.

2.2.4. Immediately inform the Principal of all failures, inaccuracies and errors in the system POSTOPLAN.

2.2.5. Upon the Principal's request, provide a report on activities carried out to promote the POSTOPLAN social network and messenger management service.

2.2.6. Not to send emails and other messages to Internet users without their explicit consent.

2.2.7. Not to engage in link, mail or other types of SPAM.

2.2.8. Not to create a parasitic load on the Principal's website. The parasitic load means the transition to the Principal's website, made not for the purpose of ordering services for the personal needs of visitors to the Agents' websites, but to artificially inflate the Agent's performance or reduce the performance of the Principal's website.

2.2.9. Not to use for promotion of the Principal’s services domains whose names are consonant with the names of the Principal’s websites. Also not to create any copies of the Principal’s websites.

2.2.10. Refrain from taking any actions prohibited by law, as well as any actions that may result in harm to the business reputation of the Principal and/or the Principal may be involved in legal proceedings, the subject of which, including, but not limited to, are disputes about the rights to the results of intellectual activity and/or means of individualization, disputes with consumers, disputes with state authorities regarding the Agent’s taxation, as well as the need for the Agent to obtain permits to carry out activities.

3. AGENT'S COMPENSATION. CONTRACTUAL SETTLEMENTS

3.1. The Agent's fee for attracting customers is paid by the Principal for active registrations resulting from clicking on the Agent's link to the Principal's website. Active registration is a user registration, in which the purpose is to use the POSTOPLAN system, and not "fake" activities, only aimed at obtaining affiliate deductions (does not apply to referrals).

3.2 To calculate the agent fee, all conversions made to the POSTOPLAN social network and messenger management service owned by the Principal via links or parts of the Principal's website containing the code identifier assigned to the Agent are accepted. When clicking on links, active registrations made from users’ devices within 30 days from the moment the client first visits the Principal’s website are taken into account. Customer accounting is based on cookies set in users’ browsers.

3.3. The amount of agent remuneration is calculated as payment for active registration on the Principal's websites. The amount of the agent fee is specified in the administrative part of the Principal’s website. An increase in agent fee may be additionally agreed privately. 

3.4. The Principal provides the Agent with information about his or her remuneration received from active registrations via Agent's links in real time in the Agent's personal account on the Principal's website. If from 7% of Agent’s active registrations have signs of "fake" activity, only aimed at receiving affiliate deductions (does not apply to referrals), then no income is paid to such an agent.

3.5. Payment of remuneration to the Agent is carried out at the Agent's request, issued in the Agent's personal account. The terms of these payments are specified in the Agent's personal account. Payments are made by transferring funds to the payment details of the Agent, indicated in the personal account.

3.6. By accepting the terms of this offer, Agent confirms that he or she has read the terms of the agent program.

3.7 If the amount of available agent fee is less than the minimum amount (the minimum amount of payment is specified in the personal account on the Principal's website), the Principal has the right to make payment in the period when the accumulated amount of agent fee exceeds the minimum amount.

4. SPECIAL CONDITIONS

4.1. Confirmation of the Agent's will by performing the actions specified in the last preamble paragraph of the Agreement, as well as further use of a unique login and password to access the Agent's personal account on the Principal's website, by means of which certain legally significant actions can be performed within the framework of execution of the Agreement, the Parties recognize as an analogue of the handwritten signature of the person authorized to conclude and execute the Agreement on behalf of the Agent.

4.2 At the Principal's request, the Agent is obliged to sign and send within 5 working days the text of documents justifying the execution of this Agreement in paper.

4.3. The Agent undertakes to notify the Principal on time of any changes in the details of the Agent and the person authorized to execute the Agreement on his behalf.

4.4 If it is discovered that the Agent provided false information during the registration procedure or during the execution of this Agreement, the Principal has the right to require the provision of appropriate documents certifying information about the Agent and/or refuse to execute the Agreement without paying any fee to the Agent.

5. PARTY LIABILITY

5.1. In case of non-fulfillment or improper fulfillment of obligations, the parties are liable in the manner prescribed by the current legislation of the Republic of Estonia.

6. FORCE MAJEURE CIRCUMSTANCES

6.1. The Parties are exempted from liability for failure to perform or improper performance of obligations under this Agreement if it was a consequence of force majeure circumstances and if such circumstances directly affected the performance of obligations under this Agreement, at the same time the term for fulfillment of obligations under this Agreement is postponed in proportion to the time during which such circumstances existed.

6.2. The Party for which the inability to perform obligations under this Agreement was created is obliged to notify the other Party in writing form of the occurrence of such circumstances within three working days from the date of these circumstances.

7. DISPUTE RESOLUTION PROCEDURE

7.1 All disputes under this Agreement shall be resolved by negotiation.

7.2 If it is not possible to resolve the dispute through negotiations, the dispute shall be considered in accordance with the legislation of the Republic of Estonia and submitted to the Arbitration Court of Estonia.

8. TERM OF AGREEMENT

8.1 This Agreement comes into force from the moment of its acceptance by the Agent and is valid for 1 calendar year from the date of acceptance. In case none of the parties no later than 30 days prior to the expiration of this agreement does not declare its intention to terminate the contract, the contract is automatically renewed for each subsequent calendar year.

8.2 Any of the parties may refuse to execute this Agreement unilaterally and extrajudicially by notifying the other party in writing form 30 days before the expected date of termination. Obligations of the Parties terminate after the fulfillment of all obligations specified in the Agreement.

9. FINAL PROVISIONS

9.1. None of the Parties of this Agreement may in any way transfer its rights and obligations under this Agreement to third parties without the prior written consent of the other Party.

9.2. Correspondence between the Parties, as well as the exchange of information and notifications, is carried out by e-mails specified in this Agreement.

9.3. The Parties shall be governed by the current legislation of the Republic of Estonia on all issues not regulated by this Agreement.

10. PRINCIPAL DETAILS

Name: POSTOPLAN OU
Address: Harju maakond, Tallinn, Lasnamäe linnaosa, Majaka tn 26, 11412.