Public Agreement (offer) on the provision of partner services (LLC "KHMARA")

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  4. Public Agreement (offer) on the provision of partner services (LLC "KHMARA")

Company - limited liability company "Khmara". 

Partner - a business entity or individual who accepted this Public offer.

The Partner, having read the terms of this Public offer, acting for the purpose of conducting intermediary activities in the interests of the Company, accepts by providing full and unconditional consent to the terms of this offer by:

  • registration by the Partner on the Website where the Partner fills out the corresponding application;
  • conclusion the application for joining the Agreement.

Subject of the Agreement - the implementation of reward for mediation in the interests of the Company to attract Clients through the acceptance of potential clients of the Public Agreement (offer) on the provision of temporary paid use of the virtual infrastructure of Tucha (hereinafter the Main Agreement),  with the Company.

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SECTION No. 01. TERMS AND DEFINITIONS

Client — a consumer (business entity or individual) of the Company's Services who was attracted by the Partner as a result of advertising, consulting and other activities and who accepted the Main Agreement;

Virtual Infrastructure — a set of components that can include: technical support, virtual network infrastructure, virtual servers, software usage, and other components if they are included in the current service configuration, which is available to the Client via the Internet using the Client's own equipment.

Official notification — is a written message from the Company, sent by email to the email address of Contact Persons of the Partner and/or posted on the Company's Website. An Official notification may be an administrative, financial, informational, advertising, educational, or others. By accepting the Agreement, the Partner agrees to receive Official notification to the email addresses of the Partner's Contact persons.

Services — are the services provided by the Company to the Client for temporary paid use of the virtual infrastructure deployed in accordance with the service configuration defined by the Main Agreement, which may change under the terms of the Main Agreement, Tariffs for the provision of services for temporary paid use of the virtual infrastructure and the Service Level Agreement;

Parties — the Company on one side and the Partner on the other side.

Party — the Company or the Partner, depending on the context;

Website — the Company`s website on the Internet, located at: https://tucha.ua/.

Referral link — a link to the Company's website containing the Partner's personal number, which is written at the end of the link address and which allows identifying the Partner.

SECTION 02. THE PROCEDURE OF COOPERATION

Scheme 1 — Partner Account (waiting for implementation):

  1. The Partner receives contact information about a Potential Client. The Partner informs the Potential Client that their contact information will be passed to the Company for concluding the Main Agreement.
  2. The contact information about the Potential Client is entered into in the Partner Account.
  3. The received information processes by the Company.
  4. The Company concludes the Main Agreement with the Client. The Company does not guarantee the unconditional conclusion of the Main Agreement with the Client.
  5. The Company notifies the confirmation of the conclusion of the Main agreement with the Client.
  6. The Company assigns the Client with whom the Main Agreement was concluded to the Partner.
  7. The Company makes remuneration payments to the Partner in accordance with the terms of Sections 05-07.
  8. The Company records the following Clients with whom the Main Agreement was concluded with the assistance of the Partner, in accordance with clause 1-7.

Scheme 2 — Personal Manager:

  1. The Сompany assigns a Personal Manager to the Partner.
  2. The Partner receives contact information about the Potential Client. The Partner informs the Potential Client that their contact information will be passed to the Company for concluding the Main Agreement.
  3. The Partner sends contact information about the Potential Client to the Personal Manager.
  4. The received information processes by the Company.
  5. The Company concludes the Main Agreement with the Client. The Company does not guarantee the unconditional conclusion of the Main Agreement with the Client.
  6. The Company notifies the confirmation of the conclusion of the Main agreement with the Client. 
  7. The Company assigns the Client with whom the Main Agreement was concluded to the Partner.
  8. The Company makes remuneration payments to the Partner in accordance with the terms of sections 05-07.
  9. The Company records the following Clients with whom the Main Agreement was concluded with the assistance of the Partner, in accordance with clause 1-8.
SECTION 03. SUPPORT OF PARTNERS

3.1.    The Company provides maximum support and assistance to the Partners. 

3.2.    The Company provides consultation on any issues that arise in the process of attracting Clients. 

3.3.    The Company provides Demo-access to the Services to the Potential Clients. The Potential Clients from the Partners have priority for using the test period.

3.4.    The Company provides the Partner, if available, with advertising, informational, training, and other support materials about the Services.

3.4.1.    At the Partner's request, the Company provides templates for marketing (presentation) and commercial documents in the volume necessary to attract Clients.

3.5.    The Company consults and trains the Partner on any issues that arise in the process of attracting Clients and further supporting the Clients by the Partner.

3.6.    The Company takes part in negotiations, meetings, and so on, if necessary and upon prior agreement, from the sale of the Services.

3.6.1.    If necessary, the Company provides a demonstration platform to show the Potential Clients the opportunities that can be obtained by using the Services.

3.7.    The Company may publish information about the Partner on its Website and public pages in social networks to the extent agreed with the Partner.

3.8.    In order to increase the Partner's competence in the Services and to increase the number of Potential Clients attracted by the Partner, the Company may conduct Partner Certification. Successful certification of the Partner is confirmed by a certificate. The certificate is valid for 1 year.

SECTION 04. PROHIBITED ACTIONS OF PARTNERS

4.1.    Distribute false information about the Services and/or the Company.

4.2.    Throughout their activities under the Agreement, indicate in their advertising and information materials, that the Services are provided on behalf of the Partner.

4.3.    Perform any actions that contribute to the Client's termination of the Main Agreement or renegotiation of the Main Agreement in favor of other providers of analogous or similar services.

4.4.    Make any changes to the templates of marketing (presentation) and commercial documents, as well as advertising, informational, educational, and other supplementary materials about the Services without the Company's consent.

4.5.    Speak and/or act as a contact person on key, financial, and administrative matters of the Client.

SECTION 05. AMOUNT OF REMUNERATION

5.1.    Reporting period - is one calendar month during which the Client paid and was provided with the Services in accordance with the Main Agreement.

5.2. Procedure of accruing remuneration:

5.2.1. The basic remuneration is accrued to the Partner on a monthly basis, starting from the reporting period in which the Partner attracted from 1 to 9 Client, in the amount of 10% (ten percent) of the cost of services provided by the Company and paid by the Client in the corresponding Reporting period. The basic reward applies only for attracted Client in such a Reporting period;

5.2.2. Increased remuneration is awarded to the Partner on a monthly basis, starting from the Reporting period in which the Partner attracted 10 or more Clients, in the amount of 15% (fifteen percent) of the cost of services provided by the Company and paid by the Client. The increased remuneration applies only to attracted Clients in such a Reporting period;

5.2.3. The Basic remuneration and increased remuneration are not summarized for one Client. 

5.3.    At the request of the Partner, the basic remuneration and/or increased remuneration, in part or in full, can be used to pay for the Company's Services (https://tucha.ua/products/).

5.3.1. In this case, the amount of remuneration is 15% (fifteen percent) of the cost of services provided by the Company and paid for by the Client in the corresponding reporting period, regardless of the order in which the remuneration was accrued under Clause 5.2. 

5.4.    The Partner has the right to combine the Remuneration payment procedure in accordance with clauses 2 and 3.

5.5.    The Partner may accumulate the Remuneration within 3 (three) years from the date of acceptance of this Agreement. At the end of this period, the remuneration is canceled and not paid if the Partner does not provide feedback to the Сompany or have not sent in any proper way a notification to the Сompany about the payment of the Remuneration.

5.6.    Partner Remuneration is not accrued in the case: 

5.6.1.    The Main Agreement was not concluded between the Client and the Company within 6 (six) months. The Company considers this period to be the most reasonable and acceptable for establishing a relationship;

5.6.2.    Information about the Potential Client is available in the Company's database and/or was obtained earlier from another Partner;

5.6.3.    The Client with whom the Main Agreement has already been concluded with the assistance of the Partner, ordered additional Services from the Company independently, without assistance (motivation, help) of the Partner, for such additional Services;

5.6.4.    The Main Agreement or the Agreement is no longer valid for any reason;

5.6.5.    For one-time Services and services provided by contractors (system administration services; assistance in transferring data to the Virtual Infrastructure; registration (re-registration) and support of domain names in domain zones; certificates, etc);

5.6.6.    If the Client is already a user of the Company's Services, and this fact is not the result of the Partner's actions;

5.6.7.    Affliction by the Partner of any action from Section 04.

SECTION 06. TERMS AND CONDITIONS OF REMUNERATION PAYMENT

6.1.    Remuneration is guaranteed and paid only upon receipt of payment for the Services from the Client by the Company and proper registration of the act of acceptance and transfer (provision) of services between the Client and the Company. Until receipt the payment for the Services from the Client and proper execution of the act of acceptance and transfer (provision) of services is duly executed between the Client and the Company, the Company does not have any obligations to the Partner to pay Remuneration.

6.2.    All payments for the Remuneration under this Agreement are made in the national currency of Ukraine — Hryvnia.

6.3.    When paying remuneration to the Partner, all necessary fees and taxes stipulated by current legislation are deducted from It. This applies to individuals, as well as individual entrepreneurs, who do not have a proper Classifier of Economic Activities.

6.4.    A duly executed Act of Services Rendered (hereinafter the Act) signed by both Parties confirms that the Partner has fulfilled their obligations under the Agreement.

6.5.    The Company keeps records of the Clients with whom the Main Agreement has been concluded, additional Services that have been ordered with the assistance of the Partner, as well as Services paid for by the Client in the corresponding Reporting period using its own accounting tools. The Company's accounting tools are the only source of information about the amount of obligations fulfilled by the Partner. The Partner agrees that during disputes, data from the Contractor's accounting tools will take precedence over other data.

6.6.    The Company, at the request of the Partner, provides the Partner with information about the accrued remuneration by sending a report (in any form) for the previous Reporting period.

6.7.    The Partner provides the Company with the Act in two copies for the amount specified in the corresponding report and the invoice by the 20th day of each current month.

SECTION 07. TERMS OF REMUNERATION PAYMENT

7.1.    The Company pays the Remuneration until the end of the current month for the previous Reporting period to the Partner's current account. To receive the Remuneration through the Company's cash register, the Partner shall report to the Company's office before the expiration of this period.

7.1.1.    Payment of the Remuneration via the Company's cash has restrictions established by current legislation. This applies to the maximum amount of cash payments.

7.2.    If the Client does not make a monthly payment for the Services under the Main Agreement within the established time period, remuneration will be paid to the Partner after the Client makes a monthly payment for the Services under the Main Agreement, in accordance with clause 7.1

SECTION 08. RIGHTS OF THE PARTIES

8.1.    The Parties shall have the right to provide each other with proper assistance in order to achieve the objectives of this Agreement.

8.2.    The Partner has the right:

8.2.1. to receive support from the Company under Section 03;

8.2.2. provide the Company with offers, requests, and any information regarding the Services.

8.3.    The Company has the right:

8.3.1. monitor the Partner's compliance with the requirements under Section 04;

8.3.2. make changes to this Agreement unilaterally, which informs the Partner 7 (seven) calendar days before the date of introduction of such changes.

SECTION 09. OBLIGATIONS OF THE PARTIES

9.1.    The Parties undertake to take all legal and ethical measures to achieve the objectives of this Agreement.

9.2.    The Parties undertake to comply with the selected order of cooperation under Section 02.

9.3.    The Parties undertake to record in electronic form (from official e-mail addresses) agreements on disputed issues

during the execution of this Agreement.

9.4.    If the details are changed, the Party undertakes to notify the other Party within 10 (ten) calendar days. 

9.5.    The Partner undertakes to:

9.5.1. make a reasonable maximum of efforts to attract potential Clients by searching for potential Clients and familiarize them with the Company's Services;

9.5.2. do not perform the actions listed in Section 04.

9.6.    The Company undertakes to:

9.6.1. if possible, provide support to the Partner under Section 03;

9.6.2. accrue and pay remuneration to the Partner in accordance with the terms of this Agreement.

SECTION 10. CONFIDENTIALITY

10.1.    The terms of confidentiality of personal data are provided in accordance with certain practices set out in the Company's Privacy Policy.

10.2.    Under the Party's trade secret is understood the information of a technical, organizational, commercial, industrial, or other nature, except for those that, according to the law, cannot be classified as a trade secret.

10.3.    Under confidential information, the Parties understand information that access to which is restricted by the Company and/or the Partner and/or the Client, therefore has commercial value and has been the subject of adequate measures to preserve its secrecy.

10.4.    The Parties undertake not to use knowledge of the information under clauses 1-3 without the written consent of the other Party or the Client to conduct other activities other than to achieve the object of this Agreement.

SECTION 11. RESPONSIBILITY OF PARTIES

11.1.    For violation of the terms of this Agreement, the Parties are liable under applicable law.

11.2.    The Parties are released from liability for breach of obligations under the Agreement if such breach is the result of force majeure and if the Party proves the existence of such circumstances.

11.3.    Force majeure in the Agreement means any extraordinary events that occur without the fault of the Parties, beyond of their will or against the will or desire of the Parties and that cannot be foreseen, provided that the usual measures are taken, and cannot be avoided with all due care, including (but not limited to) natural phenomena (earthquakes, fires, storms, snow or ice accumulation, floods, hurricanes, lightning destruction, etc.), disasters of biological, man-made and anthropogenic origin (explosions, fires, failure of machinery and equipment mass epidemics, epizootics, epiphytotic, etc.), circumstances of public life (war, threat of war, revolutions, riots, insurrections, military actions, blockades, public unrest, manifestations of terrorism, explosions, mass strikes and lockouts, boycotts, etc.), as well as the publication of prohibiting or restricting acts of state or local government bodies, other legal or illegal prohibiting or restricting measures of these bodies that make it impossible for the Parties execute  the Agreement or temporarily prevent such execution.

11.4.    The Party that is unable to perform its obligations under this Agreement due to force majeure shall notify the other Party of the occurrence, expected duration and expiration of such actions as soon as possible.

11.5.    Proof of the existence of force majeure circumstances and their validity period are duly executed certificates of the relevant state bodies and/or the Chamber of Commerce and Industry at the place of occurrence of such an event. Confirmation of force majeure circumstances that occurred at the Company's hosting provider (fire, flood, etc.) is a message from the hosting provider.

РОЗДІЛ № 12. «ВРЕГУЛЮВАННЯ СПОРІВ»

12.1.    In case of deficiencies in the performance of this Agreement, the Party sends a reasoned claim to the email address of the other Party. The claim is made in any form with a description of the problem that occurred during the execution of this Agreement, the date and time of the problem.

12.2.    If it is impossible to settle the dispute in a pre-trial procedure within twenty working days from the date of sending a reasoned claim by the Party, the dispute is resolved in accordance with the legislation of Ukraine.

SECTION 13. CONTRACT VALIDITY

13.1.    The Company informs the Partner that it will also involve other partners to provide intermediary activities in the interests of the Company, aimed at attracting Clients and concluding the Main Agreement with them.

13.2.    Terms and definitions used in this Agreement and not defined by it, are used in the sense that is fixed by the Main Agreement.

13.3.    Each Party guarantees to the other Party that has the necessary legal capacity, as well as all the rights and powers necessary and sufficient to conclude and perform this Agreement in accordance with its terms.

13.4.    Unilateral modification of the terms or refusal to fulfill the terms of the Agreement is not allowed, except for the cases provided in this Agreement.

13.5.    Neither Party of the Agreement has the right to transfer its rights and obligations under it to third parties without the written consent of the other Party.

13.6.    The Agreement is public and perpetual and is valid until its termination by either Party in accordance with the procedure established by this Agreement or current legislation, but in any case until its final execution by the Parties.

13.7.    This Agreement is considered to be agreed by the Partner and concluded at the Company's location from the date of acceptance.

13.8.    The agreement may be terminated prematurely:

13.8.1. at the request of one of the Parties, the latter shall notify the other Party in writing no later than 30 (thirty) calendar days in advance by sending a letter to the e-mail, as well as make mutual settlements and fulfill all financial obligations to each other in compliance with the terms of this Agreement;

13.8.2. by a court decision;

19.3.4. in case of force majeure (more than three months), the Parties undertake to make financial settlements within one month and are not entitled to claim damages from the other Party;

13.8.4. if the Partner performs the actions listed in Section 04, the Company has the right to terminate the Agreement at any time unilaterally, notifying the Partner of this by sending him an Official notification;

13.8.5.  by mutual agreement of the Parties.

13.9.    During the validity of the Agreement, the Company has the right to independently change and/or supplement the terms of this Agreement with mandatory Official notification of the Partner not later than 7 (seven) calendar days before they enter into force. At the same time, the Company guarantees and confirms that the current version of the text of this Agreement posted on the Company's Website is valid.

13.10.    If the Partner does not agree with the amendments and/or additions made to the Agreement, this Partner has the right to terminate the Agreement in accordance with the procedure set out in the Agreement, within 7 (seven) calendar days from the day when they learned or could have learned about the amendments made to the Agreement. Failure by the Partner to terminate the Agreement within the specified period indicates the Partner's consent to the changes made to the Agreement.
13.11.    This Agreement is executed in accordance with the current legislation of Ukraine.

SECTION 14. LOCATION AND DETAILS OF THE COMPANY

COMPANY - LIMITED LIABILITY COMPANY "KHMARA".

Location: 

02095, m. Kiev, vul. Knyazhy Zaton, Bud. 16b, non-residential premises No. 69 / in letter A/

Address for correspondence: 

02095, m. Kiev, vul. Sribnokilʹsʹka, bud.1, kv.173

Current Account No. 26000599177  Raiffeisen Bank AVAL JSC, MFO 380805

EDPNOU 39481519

ITN 394815126517

The payer of profit tax on a common basis

Contact phone number: +380 44 583-5-583

Email address: partners@tucha.ua

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