This Agency Agreement, in accordance with article 437 of the Civil Code, is an official written public offer of "Internet Technologies" LLC, hereinafter called “the Principal”, addressed to one or more specific persons, hereinafter called “The Agent”, to conclude the agreement under the conditions specified therein (hereinafter — Agreement).
Agent and Principal hereinafter separately referred to as the “Party” and collectively as the “Parties” of Agency Agreement.
Agents may be legal entities and private persons, which have the status of an Individual Entrepreneur, and not have the specified status.
1. TERMS AND DEFINITIONS
1.1. Software – software, intended for Online Booking, automatization of company's business processes which presents on website https://dikidi.net (https://dikidi.app https://dikidi.ru) All exclusive rights for software and website https://dikidi.net (https://dikidi.app https://dikidi.ru) belong to the Principal.
1.2. Software Buyer – end user of software, purchasing a license to use software, engaged by Agent.
1.3. Partner's personal account – web-site https://dikidi.net/business/agent/payments/, intended to view details of payments received by the Principal from Software Buyers, Agent's report generation and agency fees payment requests.
2.1. The Agent undertakes to attract Software Buyer for fee and consult them configuration and use.
3. PRINCIPAL'S OBLIGATIONS
3.1. Subject to the Agent's strict compliance with the terms of this Agreement, pay the Agent a fee under the terms of this Agreement.
4. PRINCIPAL'S RIGHTS
4.1. The Principal shall have the right to require the Agent to stop distributing advertising messages and materials containing information about the Software if it deems these messages inadmissible. The Agent shall cease distribution of such materials within 2 calendar days of receipt of such request. In case of failure to comply with this requirement, the Principal shall have the right to terminate this Agreement ahead of schedule and demand compensation for damages caused.
4.2 The Principal shall have the right to unilaterally modify the terms of this Agreement by publishing it on the website https://dikidi.net (https://dikidi.app https://dikidi.ru) and then notifying the Agent in the Partner's Personal Account. In this case, the Agreement shall be deemed amended and the Agent shall be deemed notified of any change in the terms of the Agreement from the date of its publication on the https://dikidi.net (https://dikidi.app https://dikidi.ru) website.
5. RESPONSIBILITIES OF AGENT
5.1. The Agent shall, for remuneration, engage the Software Buyers in ways not prohibited by the Principal and advise them on the Software configuration and operation.
5.2. Do not use the trade mark and the name "Дикиди" or "DIKIDI" for purposes other than the execution of this Agreement.
5.3. Do not place links to the Principal's website and other promotional materials on sites not owned by the Agent without the consent of the owners of these sites.
5.4. Refrain from committing acts prohibited by law, as well as any acts resulting in damage to the Principal's business reputation and/or the Principal may be involved in legal proceedings.
5.5. Submit the report to the Principal by forming it in the Partner's Personal Account on the day of sending the request for agency fee.
5.6. Agent has no right:
- publish somewhere and advertise terms that different from the terms of service presented on the website https://dikidi.net (https://dikidi.app https://dikidi.ru) (use different prices, offer an extended demo period, etc.);
- advertise promo-codes through context and media advertising;
- use any spam methods for Dikidi advertising, be it spam, search spam or something else;
- in context and media advertising, it is forbidden to use websites owned by Internet Technologies LLC (dikidi.ru, dikidi.net, etc.);
- context ads are not allowed to use queries that contain "dikidi", "дикиди";
- impersonate its company as Internet Technologies LLC (use the name, registration information, phones, addresses, etc., as the details of its company);
- use websites with domain names that contain “dikidi”.
5.7. In case the Agent decides to use personal data in the course of fulfillment of the terms of this agreement, the processing of such personal data shall be carried out with the consent of the personal data subject.
6. AGENT'S RIGHTS
6.1. Have access to the relevant information about Software Buyers engaged by the Agent in Partner's personal account, including the amount received by the Principal from Software Buyers and amount of award accrued to the Agent.
6.2. Use trade mark «Дикиди» or «Dikidi» only for execution purposes of this Agreement.
7. AGENCY REMUNERATION (FEE) AND И PROCEDURE OF SETTLEMENT
7.1. Agency fee for attracting Software Buyers is 25 (twenty-five) % of payments, effected by Software Buyers for the right to use software by accounting functionality rates, premium placement and deals publication, which present on Principal's website https://dikidi.net (https://dikidi.app https://dikidi.ru).
The Agent's fee for engaging each individual Software Buyer shall be payable in the first 6 (six) months from the date of registration of such Software Buyer on the Principal's website.
Upon expiration of the specified period, payment of Agency fee for such Software Buyer shall be terminated.
Agency fees from the payments made by the Software Buyers in the prescribed amount shall be paid once.
7.2. Payment of remuneration to the Agent under this Agreement shall be made by transferring funds to the Agent's settlement account (legal entity or individual person with individual entrepreneur status) or to the Project Personal Account in Dikidi, which is administered by the Agent (individual person without individual entrepreneur status), in the Partner's Personal Account. An agent represented by a legal entity or an individual with IP status may also request payment of remuneration to the Dikidi Project Personal Account, of which he is an administrator, in the Partner's Personal Account.
7.3. Payment of remuneration to the Agent shall be made after the Agent's request for payment of remuneration and the formed report of the Agent in the Partner's Personal Office. This report of the Agent reflecting the amount of services rendered by the latter to attract the Software Buyers is the basis for the Principal to pay the Agent Fee.
7.4. Payment of remuneration to the Agent shall be made within 15 (fifteen) working days from the date of receipt of the Agent's request for payment of remuneration and the formed report of the Agent in the Partner's Personal Account.
7.5. Payment of remuneration is permissible provided that its amount is not less than 100 USD.
7.6. In case the Software Buyer has requested a refund from the Principal or has completed a chargeback on a payment made with a bank card, the fee from the said payment to the Agent shall not be paid. If the Software Buyer has requested a refund after the fee calculated from this payment has already been paid to the Agent, the amount of the fee from this payment shall be returned to the Principal's settlement account or (at the Principal's discretion) shall be withheld by the Principal from the Agent's subsequent fees.
8. DISPUTE RESOLUTION
8.1. All disputes and disagreements between the Parties, arising from the Agreement shall be settled through negotiation (claim order).
8.2. In case the Parties fail to resolve such a dispute in accordance with Clause 8.1 of this Agreement, the dispute is resorted to the Yaroslavl Arbitration Court, jurisdiction - at the location of the Principal.
9.1. The Parties agree that all documents and information received during the term of the Agreement relating to the implementation of this Agreement are Confidential Information, the disclosure of which is permissible solely for the purpose of fulfilling duties as established by the Agreement. Each Party agrees to protect the Confidential Information of the other Party in the same manner as it protects its own Confidential Information of this kind, but in any event each Party will have no less than reasonable care to protect such Confidential Information.
9.2. The provisions of this section of the Agreement shall apply from the date of the Agreement and for a period of 1 (one) year after the termination of the Agreement for any reason.
10. DURATION OF THE AGREEMENT
10.1. This Agreement will be effective at the moment of acceptance by the Agent by registering the Partner's personal account and is valid for 12 months from the date of such acceptance.
10.2. This Agreement shall be extended by the same term, if neither Party notifies the other Party of its intention not to extend the Agreement in writing or electronically 10 calendar days prior to the expiration of this Agreement. The number of extensions is not limited.
11. TERMINATION AND AMENDMENT OF THE AGREEMENT
11.1. This Agreement may be terminated by either party unilaterally early by notice of the other Party not less than 30 calendar days in advance.
11.2. The Principal shall have the right to terminate this Agreement early at any time provided that the Agent violates the terms of this Agreement. In that case The Agreement shall be deemed terminated from the date of receipt by the Agent to the electronic address of the notice of termination of the Principal.
12. FINAL PROVISIONS
12.1. Neither Party of this Agreement shall be entitled in any way to transfer its rights and obligations hereunder to third parties without the prior written notice of the other Party.
12.2. Correspondence between the Parties, as well as exchange of information and documents, shall be carried out by email, the address of which is shown in the Partner's Personal Account. The documents and information obtained by this method are duly obtained and have legal effect.
12.3. For all matters not regulated by this Agreement, the Parties shall be governed by the effective legislation of the Russian Federation.