DRAFTME LLC-FZ, registered in accordance with the laws of the Meidan Free Zone, the laws of the Emirate of Dubai, and the federal legislation of the United Arab Emirates, represented by Manager Kirill Buryakov (hereinafter referred to as the "Company") hereby publishesthese Partnership Terms and Conditions (hereinafter referred to as the "Terms andConditions"), addressed to the person who has entered into a separate agreement with theCompany for the application of the Terms (hereinafter referred to as the "Partner"). The Company and the Partner are hereinafter collectively referred to as the "Parties", and individually as a"Party".
In the Terms and Conditions, the following terms have the following meanings:
"Software" is an AI-based computer software called "Draftme" designed for automation and management of documents.
"License" means a non-exclusive license granting the right to use the Software.
"Potential client" means a third party who intends to purchase licenses of the Company's Software, as well as a party with whom the Company enters into contract(s) as a result of being attracted by a Partner.
"Deal" refers to information about a potential client, the business client of the potential client, which can be understood as a division or department of the potential client, as well as information about the provided volume of the Software license and its conditions.
"Integration" means (1) the services to install and integrate the Software with CRM / ERP systems, as well as with other IT-platforms; (2) the analysis of the Integration of the Software into the person's business processes; and (3) the technical and consulting support necessary for the Integration of the Software.
"Automation" refers to the services for preparing interactive documents for use in the Software, based on typical document templates of potential clients.
2.1 The Partner undertakes, on behalf and at the expense of the Company, to take actions to attract potential customers for the purchase the Software worldwide.
2.2 The Company undertakes to pay a commission to the partner for the attraction of the potential clients to purchase the Software in accordance with these Terms and Conditions.
2.3 In the context of these Terms and Conditions, the Partner undertakes to act thoughtfully, rationally, and solely in the interests of the Company, as well as to perform actions on behalf of the Company in accordance with its requirements and instructions.
2.4 For the purpose of implementing the Terms and Conditions, the Partner may be provided with necessary access and/or materials for work in the Software, which the Partner undertakes to return to the Company upon request (including deleting copies).
3.1 The remuneration and payment procedure are determined by a separate agreement between the Parties. The Partner's expenses are included in the amount of remuneration.
3.2 The remuneration can be adjusted based on the sales volume within ten (10) business days after the completion of the first year of cooperation between the Parties:
3.3 The Partner's commission rate may be increased at the discretion of the Company.
3.4 In the event of the Partner's failure to perform or improper performance of their obligations as provided for in these Terms and Conditions or in a separate agreement between the Parties, the Company has the right to unilaterally reduce the percentage of compensation payable to the Partner or terminate the separate agreement between the Parties by sending a corresponding notice.
3.5 Any changes to the terms of remuneration must be formalized in an additional agreement signed by the Parties. If the Partner fails to sign an additional agreement with the new remuneration terms within five (5) business days from the date of receipt, the Company has the right to unilaterally terminate cooperation with the Partner by sending the corresponding notice.
3.6 The amount of Partner's remuneration for each Deal is calculated based on the size of the Partner's remuneration determined on the date of the respective Deal notification.
4.1 Amounts payable in accordance with the Terms and separate agreement between the Parties shall be paid by the Company to the Partner by transferring funds to the Partner's account, the details of which are specified in the agreement between the Parties. In the event of any changes to the Partner's account details, the Partner is obliged to notify the Company of such changes in writing, and the Company is obliged to make payments using the new account details.
4.2 The obligation to pay any payments, established by the Terms and Agreement between the Parties, is considered fulfilled at the moment of funds being credited to the correspondent account of the recipient bank.
4.3 All payments are made in US dollars.
5.1 The Partner is entitled to:
5.2 The Partner is not entitled to:
5.3 The Partner shall:
5.4 The Company is entitled to:
5.5 The Company shall:
6.1 In case a potential client is ready to enter into contract(s) with the Company for the acquisition of licenses for the Software, the Partner registers the Deal with the Company by sending a Deal notification to the Company's email address firstname.lastname@example.org in the form of Schedule 1 to these Terms and Conditions.
6.2 The Company reviews the Deal notification received from the Partner and sets a deadline for its validity and registration conditions within ten (10) business days from the date of its receipt.
6.3 When notified of a Deal, the Company has the right to refuse Partner registration of the Deal, regardless of the stage of interaction with the potential client and the time at which such interaction began, if (i) the Company and the proposed potential client already have a valid contract; (ii) the Company is already in negotiations with the proposed potential client; (iii) a similar Deal has been previously registered by another partner; (iv) the information provided in the notification is insufficient to make a decision regarding the registration of the Deal with the Partner, or the provided information raises doubts about its accuracy.
6.4 In the event that the Partner submits a Deal notification that does not meet the requirements of Schedule 1, the Company has the right to refuse the Partner's registration of the Deal.
6.5 If the Company does not declare a refusal to register the Deal by the Partner, the Company notifies the Partner by email.
6.6 Within fourteen (14) calendar days from the date of the end of each quarter in which the Company entered into a contract, signed an act of transfer of rights to the Software with a potential client attracted by the Partner, and received compensation for it, the Company provides the Partner with information on the conclusion of such contracts, indicating the corresponding Deal notifications on the registered by the Partner, and the Partner provides the Company with a detailed report on the actions taken to attract potential clients to purchase the Software (hereinafter referred to as the "Report") in the form of Schedule 2.
6.7 In order to avoid any doubts, if payment for the transfer of rights to the Software to a potential client attracted by the Partner was received in a different quarter, the Partner's reward for such a Deal will be paid at the end of the quarter in which the Company received payment for this Deal.
6.8 The Company shall sign the Report within fourteen (14) calendar days from the date of its receipt and send one (1) copy to the Partner, or within the same period provide a reasoned refusal to sign the Report.
6.9 After signing of the Report by the Parties, the Company undertakes to pay compensation to the Partner in accordance with the terms set out in clause 3.1. Only those actions of the Partner that were performed based on registered Deals, the registration period of which has not expired at the time of conclusion of the license agreement between the Company and the potential client, are subject to payment.
6.10 In the event that the information provided by the Partner in the notice does not correspond to reality (is not confirmed by the potential client), the actions of the Partner cannot be considered properly executed and are not eligible for payment by the Company.
6.11 After registering the Deal, the Company guarantees that it will not independently offer or transfer licenses to the Sub-Licensee for such Deal without the prior consent of the Partner.
6.12 If the conditions of registration agreed upon by the Parties are not fulfilled by the Partner, the Company may cancel the registration of the Deal before its expiration.
7.1 In order to facilitate effective partnership, the Company may provide the Partner with consulting and other support (such as training for the Partner, etc.) upon the Partner's request. These services are provided by the Company based on an additional agreement that the Parties may sign if necessary.
8.1 The parties are liable for non-performance or improper performance of their obligations under these Terms and Conditions.
8.2 In case of non-compliance with the terms specified in these Terms and Conditions or in a separate agreement between the Parties regarding the performance deadline of obligations by one of the Parties, the breaching Party shall pay to the other Party, upon its request, a penalty in the amount of 0.1% of the value of the unfulfilled obligations for each day of delay, but not exceeding the amount of the unfulfilled obligations.
8.3 The Company is only liable if there is fault. The company does not compensate for lost profit under any circumstances.
8.4 The maximum aggregate liability of the Company in relation to all and any claims of the Partner under these Terms and Conditions, regardless of the nature and basis of liability, is limited to 10,000 (ten thousand) dollars. Under no circumstances shall the Company be liable for claims in excess of said amount.
8.5 The Parties shall be relieved from liability for non-performance or improper performance of obligations provided for in the Terms and Conditions in the event of force majeure. Such relief from liability applies only to those obligations directly affected by the force majeure circumstances, and this relief is applicable only during the existence of the force majeure circumstances.
9.1 The Parties confirm that the signing of agreements and exchange of other documents, as defined in these Terms and Conditions, may be carried out in electronic form by exchanging scans of signed paper documents or by using specialized electronic systems that allow for the identification of the person signing the document.
9.2 The Company has the right at its own discretion to exclusively accept legally significant documents defined in these Terms and Conditions or in a separate agreement between the Parties, sent in paper form in accordance with the rules of these Terms and Conditions.
9.3 Any notices, demands, consents, and other communications sent not in electronic form relating to the execution of the Terms and Conditions shall be:
9.4 The direction of signed scanned documents, notifications, demands, agreements, and other messages to email addresses agreed upon by the Parties shall be deemed proper delivery of such document.
9.5 Either Party may notify the other Party of any changes to its name, recipient or address for the purposes of this section, provided that such notification shall only take effect after Five (5) business days from the date of sending the notice of any changes, if no date is specified or the specified date is less than five (5) business days from the date on which this notice is sent.
10.1 The relationship between the parties under these terms shall be governed by the law of England and Wales.
10.2 Unless otherwise provided by the terms or separate agreement between the Parties, in the event of any dispute between the Parties arising from the Terms, authorized representatives of the Parties shall meet within 10 (Ten) working days upon receipt of a written request from one Party to the other Party, in order to resolve the dispute in good faith through negotiations, without resorting to legal proceedings.
10.3 If any dispute, including those related to the conclusion, invalidity, modification, or termination of the Terms or a separate agreement between the Parties, is not resolved in accordance with the provisions of section 10.2 of the Terms within ten (10) business days from the date of such written request, then this dispute shall be resolved in the Hong Kong International Arbitration Centre (HKIAC).
11.1 The term of validity of the Terms and Conditions is established by a separate agreement between the Partie.
12.1 The Partner is not allowed to partially or fully assign rights and obligations to third parties without the written consent of the Company.
Schedule 1 Deal Notification Form
Schedule 2 Report Form
Posting date: January 17, 2024.