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The editorial office operates from «12» March 2021

 

MODEL PARTNER SUPPLY AGREEMENT

Limited liability company «NEOSEO GROUP» (EDRPOU 41934082), further “Provider”, one side, and Partner, on the other hand, when generally referred to hereinafter, “Parties”, have entered into this Model Partnership Supply Agreement (hereinafter referred to as the Agreement) about the following:

TERMS AND DEFINITIONS

In this Agreement, the terms indicated below are used exclusively in the following meanings:

Statement - An application for joining a Standard Partner Supply Agreement, which is drawn up by the Partner in the form specified in Annex №1 to this Agreement and which confirms the Partner's accession to the terms of the Agreement as a whole.

Partner - a person who has registered on the Supplier's website https://neoseo.com.ua/, received the status of a Partner and fully agreed to the terms of the Supplier's Discount Program (hereinafter referred to as the Discount Program), which is available on the Internet at https://neoseo.com.ua/programma-skidok-dlya-webmastera

Software products (hereinafter referred to as PP) - the result of computer programming in the form of an applied computer program (both as a whole and individual components) according to the Specification posted on the Website, for the supply of which the Supplier has all the necessary rights throughout the entire term of the Contract. The PP also includes any changes, improvements, upgrades, additions, updated versions.

Manufacturer - LLC “NEOSEO GROUP”, registered in accordance with the legislation of Ukraine. The manufacturer of the product is the Supplier.

Website — the Supplier's website, located on the Internet at https://neoseo.com.ua

User Agreement - an agreement that is concluded between the Supplier (Manufacturer) and the end user (Customer) and assumes the rights, powers and restrictions on the use of the PP by the end user, the terms of which are irrevocably accepted by the User during the installation of the PP (Article 634 of the Grad Code of Ukraine (hereinafter CCU))

Invoice-offer - a document that is issued to the Partner for payment of the cost of the PP before each delivery and is an integral part of this Agreement. The provisions of the Offer Invoice are applied in the part that does not contradict the terms of this Agreement.

Technical support - actions performed by the Manufacturer (Supplier) within the limits and volumes determined by him to ensure the functioning of the PP, including advising End users on the use of the PP

End User (Customer) - a legal entity, a business entity or an individual who has received copies of the PP from the Parties.

1. SUBJECT OF THE CONTRACT

1.1. According to this Agreement, the Supplier undertakes to provide the Partner with the PP from the list that is located on the Internet at the following address on the terms and in the manner specified by the Agreement https://neoseo.com.ua (next - the List).

1.2. The conclusion of the Contract between the Supplier and the Partner takes place after the Partner's agreement with the conditions set out in the Contract in accordance with Article 634 of the Civil Code of Ukraine. The Contract is considered signed by the Parties from the date of filling out the Partner's Application for joining the Model Contract in the form of Appendix №1 o this Contract. At the request of one of the Parties, an application for joining the Standard Agreement in the form of Annex №1 to this Agreement and the Agreement is drawn up and signed by the Parties.

1.3. If, as of the date of registration of the Application by the Partner, a previously concluded partner supply agreement (partnership agreement) was in force between the Parties, such an agreement must be specified in the relevant section of the Application, and the partner agreement itself, including all annexes and additional agreements to it, is considered to have been amended accordingly and set out in the wording of the Agreement from the date of conclusion of the Agreement. The date of amendment of the Agreement and the beginning of its validity in the new version in this case is the date of registration of the Application by the Partner.

1.4. This Agreement applies to:

1.5. The names and special prices for PP will be available to the Partner after they fulfill the qualification conditions specified in the Discount Program at https://neoseo.com.ua/programma-skidok-dlya-webmastera, namely: acceptance of the application and activation of the participant in the program for webmasters, authorization on the Manufacturer's website.

1.6. The PP is delivered electronically by downloading the corresponding files in the Partner's personal account.

2. RIGHTS AND OBLIGATIONS OF THE PARTIES

2.1. The Supplier is obliged to:

2.2. The Supplier has the right to:

2.3. The partner is obliged:

2.3.1. pay the Supplier the cost of delivery of PP

2.3.2. do not distribute the PP to end users at lower prices than those indicated in the relevant sections on the Site https://neoseo.com.ua/internet-magazin-seo-magazin-model и https://neoseo.com.ua/moduli-dlya-opencart/

2.4. The Partner has the right to:

2.5. The Parties also undertake to ensure the confidentiality of information about the terms of the Agreement, as well as all information received in connection with the Agreement throughout the entire term of the Agreement and 3 (three years) from the date of its termination

3. REMUNERATION AND PAYMENT METHODS

3.1. For the delivery of PP under the Contract, the Partner pays the Supplier a certain amount of money, the amount of which is determined in the corresponding discounts based on the amount of the Partner's turnover for the past month.

3.2. When calculating the PP delivery price, the Partner uses discounts, the amount of which is determined in relation to the Discount Program at https://neoseo.com.ua/programma-skidok-dlya-webmastera

3.3. Payment for the delivery of PP is made by a non-cash payment in rubles/hryvnia to the Supplier's settlement account for each delivery of PP made on the basis of the Offer Invoice. Obligations to pay the cost of Delivery P is considered fulfilled on the day of receipt of funds to the Supplier's current account.

3.4. In relation to each Invoice-offer, the Supplier draws up an Act of acceptance and transfer, the form of which is given in Appendix No. 2 to this Agreement. Within no later than five working days from the date of drawing up the Act, the Supplier places it in scanned form with the Supplier's signature and seal in the Partner's personal account on the Website. The original of the Certificate signed by the Supplier on paper (in two copies) is sent to the Partner's postal address specified in the Partner's Card at the request of the Partner.

3.5. If no written objections have been received from the Partner within 10 (ten) working days from the date of receipt of the PP by him, the delivery is considered to be properly executed, and the Acceptance Certificate is signed by the parties.

3.6. If the Supplier conducts promotions (special offers), information about price changes is posted on the Website, the specified action is approved by the Parties in a separate offer. The order for the supply of PP under a special offer and its payment is determined by acceptance. The acceptance must be implemented and received by the Supplier within the terms specified in the relevant offer.

3.7. If the Partner attracts new Customers to direct cooperation with the Supplier, the Supplier charges the Partner an additional discount of 10% of the cost of works (services) paid to the Supplier by such Buyers. The discount is calculated in the form of bonus points in the Partner's personal account, which he has the right to use when ordering PP from the Supplier on the terms provided for by the Discount Program and indicated on the Supplier's website.

3.8. Unless otherwise expressly provided, each of the Parties independently pays all costs and expenses that arise in connection with the performance of the obligations assigned to it.

3.9.In case of violation by any party of the terms of document flow specified in this section, the other party has the right to postpone the term term for further fulfillment of its obligations for the appropriate number of days.

4. GUARANTEES AND LIMITATIONS OF LIABILITY

4.1. The Supplier guarantees that:

4.1.1 The partner will be provided with all the necessary scope of rights and PP for carrying out their business activities during the term of the Contract for the Supply of PP.

4.1.2. The conclusion of the Agreement will not lead to a violation and will not contradict any other Agreements or agreements of the Supplier, in which he is a participant at the time of signing the Agreement.

4.1.3. By entering into the Contract, the Supplier does not violate the rights of third parties and has all the necessary legal rights, permissions and consents for entering into the Contract.

4.2. The Parties are responsible for non-fulfillment or incomplete fulfillment of the terms of the Agreement in accordance with the legislation of Ukraine.

4.3. The parties undertake to immediately inform each other about changes in their details (location addresses, bank details, phone numbers, etc.). Otherwise, the documents (or other information) transmitted according to the details specified in the Contract are considered received (namely: transmitted accordingly)

4.4. The partner confirms that he has read the Rules for the Return of software products, which are located at the link https://neoseo.com.ua/usloviya-licenzionnogo-soglasheniya and agrees with them.

5. FORCE MAJEURE

5.1. In the event of force majeure circumstances, such as a state of emergency, war, blockade, earthquake, natural disasters, laws and other regulatory acts of the legislative and executive authorities of Ukraine, the deadlines for fulfilling obligations are postponed according to the time during which the listed circumstances and/or the consequences of such circumstances will operate.

5.2. The Party that has been unable to fulfill its obligations must inform the other Party about the beginning and end of the circumstances of force majeure, presenting a confirmation of the relevant state body to the message.

5.3. If the force majeure circumstances continue for more than three months, then each of the Parties has the right to refuse to further fulfill its obligations, which were covered by the circumstances of force majeure, under an additional agreement to the Contract or another document that operates within the framework of the Contract, in which case neither of the Parties will have the right to compensation by the other Party for possible losses.

6. PROCEDURE FOR TERMINATION AND EXPIRATION OF THE CONTRACT

6.1. The contract may be terminated by mutual consent after the Parties sign the relevant agreement

6.2. The Contract may be terminated at the initiative of one of the Parties. It must send a written notification to the other Party no later than 30 (thirty) days before the expected date of the break.

6.3. If the Partner violates the terms of the Contract or receives a message from the Supplier about actions (or inactivity) that are a violation of the terms of the Discount Program by the Partner, the Supplier has the right to terminate the Contract unilaterally by sending a corresponding written notice to the Partner within ten days and specifying the date of termination of the Contract in it.

6.4. The expiration of the Contract and/or its termination is not the reason for the termination (termination) of License Agreements with End Users concluded during its validity period.

7. FINAL PROVISIONS

7.1. The Parties acknowledge that the documents transmitted via fax or in electronic form (including via e-mail, the Internet) and contain the necessary details have the same legal force (that is, they are true) as the documents on paper signed by the officials specified in the document and sealed by the Party that signed the documents, except in cases where this contradicts the current legislation, standards of business correspondence and the provisions of the Contract.

7.2. In order to confirm their authority to conclude this Agreement, the Partner, who is a legal person or a physical person-entrepreneur, must send to the Supplier by e-mail a scanned copy of the information certificate from the unified state register of legal persons, individual entrepreneurs and public organizations certified by the Partner.

7.3. This Agreement can be changed by the Supplier unilaterally by posting its new version on the Internet on the Website, about which the Supplier sends messages to the Partner to his email address specified in the Partner's Card. In case of differences between the Contract, the Offer Invoice and the provisions of the Discount Program, the Contract, the Offer Invoice shall prevail.

7.4. On all issues that are not regulated by this Agreement, the Parties are guided by the current legislation of Ukraine.

7.5. If any provision of the Contract is declared invalid or such that is not subject to settlement by a court or other competent authority, this does not entail the recognition of the Contract as invalid as a whole and/or other provisions of the Contract.

7.6. The Parties undertake to make every possible effort to resolve disputes and differences that may be the result of the Contract or related to it, through negotiations.

7.7. All disputes and disagreements that may arise during the implementation of the terms of the Agreement or are related to it, which are not resolved within the framework of negotiations between the Parties, are considered in the Economic Court of the Lviv region.

8. SUPPLIER'S DETAILS

Limited liability company «NEOSEO GROUP»

Legal address: 93 Kulparkovskaya str., Lviv, 79021

Correspondence address/actual location: 93 Kulparkovskaya str., Lviv, 79021

USRPO: 41934082

r/r 26008053711774 in PAT KB «PRIVATBANK», MFO: 325321 tel. +38 067 670 76 47

Is a single tax payer.

Director — Baldin Nikolay Andreevich

 


 

Annex 1 to the Agreement dated March 12, 2021

 

APPLICATION FOR JOINING

to the Standard contract of partner deliveries

 

 Information about the Partner
 Full name of the Partner                                                                
 Abbreviated name  
 Legal address  
 Postal address  
 USRPU  
 № certificates of the payer of the PDV  
 TIN  
 Head* of the organization (full name and position)  
 Tax system  
 Phone number (with the area code)  
 Email address  
 Information about the partner
 Brand Name  
 Partner ID  
 Contract number  

* or another person who may have the right to conduct legal activities on behalf of the organization

 

                                                                                                                                        (hereinafter referred to as the Partner), according to Article 634 of the Civil Code of Ukraine, LLC informs «NEOSEO GROUP» about joining the Standard Partner Supply Agreement (further – Contract), which is located on the Supplier's website on the Internet at: https://neoseo.com.ua/dogovor-postavki-partneramand confirms that:

  1. I have read the provisions of the Agreement;
  2. I agree with the terms of the Contract and the Discount Program «NEOSEO GROUP» and undertakes to comply with their terms;
  3. all our rights and obligations that arise within the framework of the Discount Program are explained and understood by him;
  4. guarantees the fulfillment of all obligations of the participant of the Discount Program, observance of the Manufacturer's copyright

 

 

Director  
  (signature, seal)



Supplier Confirmation (not filled in by the Partner):

 

The application for the Partner's accession to the Standard Partner Supply Agreement has been accepted.

 

«                » 2021 г.                  Baldin N. A., Director of LLC «NEOSEO GROUP»

 

                                                                                                                                     

 

Annex 2 to the Agreement dated March 12, 2021

 

Act № –      from     .    .        year.

receiving and transmitting a software product in electronic form

 

Lviv «   »                2021 year

                                                       

     ______________________________________________________________________ (Partner), on the one hand, and

   Limited liability company «NEOSEO GROUP» (The supplier), on the other hand,

   we have drawn up this Act stating that the Supplier has transferred and the Partner has accepted the software products in electronic form using the Internet
 

 № Name of the software product Quantity Price without MPE Amount without MPE
 1 «Name PP» 1    

 

  Total without MPE:

  ____________ (Suma in cuirsive):

  This Act is drawn up in two copies and is the basis for the calculations of the Supplier and the Partner.

 If the Certificate is not signed by the Partner and/or another copy of it is not received by the Supplier within 10 (ten) working days, the Certificate is considered approved by the Partner, and the delivery is accepted in terms of quantity and quality.

                                                                                                                                                                                                   

From the Supplier          From a Partner
          /    _____ /