Offer agreement on customer acquisition service

Preamble

This document is an official written public offer of POSTOPLAN OU, a limited liability company registered in Estonia at number 14726315 with a legal address: 26 Majaka str., Lasnamae district, Harju County, Tallinn,11412, hereinafter referred to as «Principal» to enter into Agreement for customers engagement services  (hereinafter – Agreement)

The person accepting the offer shall be considered as the «Agent» who entered into a contractual relationship with the Principal upon the following terms and conditions.

Agent and Principal are individually referred to as the «Party», and collectively - «Parties» of the agency agreement. The agreement shall be deemed as concluded from the moment of acceptance.

The fact of registration on the page of the Principal website shall be recognized by the Parties as an acceptance which means the consent of the Agent to enter into an agency agreement with the Principal on the terms and conditions of the offer.

1. Terms and definitions

1.1. Offer – contractual offer contained herein for the provision of services published on the official website of the Principal at address: https://postoplan.app/affiliate-program-rules.

1.2. Acceptance of Offer - entire and unconditional acceptance of Offer by pressing the button «Register» during the registration on the page of Principal website.

1.3. POSTOPLAN service for automating marketing in social networks and messengers - websites and mobile applications owned by the Principal.

1.4. Affiliate link - a link that contains a unique identifier of the Agent used by the Agent to engage new users to the POSTOPLAN service for automating marketing in social networks and messengers by which the Principal keep records of visits of customers from Agent’s resources to the Principal website for subsequent fee calculation to the Agent who attracted them.

1.5. Affiliate promo code - an individual set of symbols that an Agent is able to generate in an account on the Principal website to distribute to potential users of the Principal service, by which the Principal keep records of payments made by customers using an affiliate promo code on the Principal website for subsequent fee calculation to the Agent who attracted them. 

1.6. Agent’s fee – payments made by the Principal on the payment details of the Agent for payments made by referrals as a result of the Agent’s distribution to potential users of POSTOPLAN service for automating marketing in social networks and messengers hypertext affiliate links or affiliate promo codes by posting segments of the Principal website and/or other materials provided by the Principal on Agent websites and/or in accounts in the social networks, and by legal e-mailing containing affiliate promo codes or affiliate links to the Principal website.

2. Subject of the agreement

2.1. The Principal entrusts, and the Agent undertakes on his own behalf and at his own expense to engage customers to use POSTOPLAN, owned by the Principal, the service for automating marketing in social networks and messengers.

2.2. Customer engagement shall be implemented by Agent’s distribution to potential users of POSTOPLAN service for automating marketing in social networks and messengers through hypertext affiliate links or affiliate promo codes by posting segments of the Principal website and/or other materials provided by the Principal on Agent websites and/or in accounts in the social networks, and by legal e-mailing containing affiliate promo codes or referral links to the Principal website.

3. Rights and obligations of the parties

3.1. The Principal shall: 

3.1.1. Ensure the functionality of POSTOPLAN service for automating marketing in social networks and messengers installed on the Principal websites and inform the Agent of possible changes in the work of service.

3.1.2. Register the Agent as a partner on the Principal website and assign a unique identifier code.

3.1.3. Conduct accounting of visits of customers from websites or Agent’s accounts in the social networks to the Principal website and payments made by them if visits occurred through a affiliate link; also keep records of payments made by customers using an affiliate promo code on the Principal website for subsequent fee calculation to the Agent who attracted them.

3.1.4. Pay the Agent`s fee in the manner and amount established in compliance with Section 4 of the Agreement.

3.1.5. Consult on the work of POSTOPLAN service for automating marketing in social networks and messengers by e-mail at working hours of the Principal for the necessity of the performance of the Agent’s obligations. 

3.2. The Agent shall: 

3.2.1. Post on its websites and/or in accounts in the social networks hypertext links, segments of the Principal website or other materials provided by the Principal that direct customers to POSTOPLAN, owned by Principal, service for automating marketing in social networks and messengers or distribute to potential customers of the service affiliate promo codes including, but not limited to the means indicated in this paragraph. 

3.2.2. Post segments of the Principal website without any modifications in the layout and operating principles of those segments if segments of the Principal website are placed on its own resources.

3.2.3. Immediately inform Principal of all failures, inaccuracies and errors in the operation of POSTOPLAN service for automating marketing in social networks and messengers.

3.2.4. Provide upon Principal’s request a report on the promotional activities regarding POSTOPLAN service for automating marketing in social networks and messengers.

3.2.5. Send no e-mails or other messages aimed at distributing affiliate links leading to the Principal’s website and/or affiliate promo codes to Internet users without their explicit consent.

3.2.6. Not engage in referral, postal or other types of SPAM in order to distribute affiliate links leading to the Principal website and/or affiliate promo codes. 

3.2.7. Not create a parasitic load on the Principal website. Parasitic load refers to visits of the Principal website committed not for the purpose of using the Principal service by Internet visitors of Agent websites in person, but for the purpose of artificially inflating the Agent’s results or reducing the operational capabilities of the Principal website.

3.2.8. Not use domains with names corresponding to the names of Principal websites to promote Principal services. Shall not replicate Principal websites.

3.2.9. Avoid performing actions prohibited by law as well as any actions that might damage the business reputation of the Principal and/or the Principal may be involved in legal proceedings including without limitation disputes over intellectual rights and/or the means of individualization, disputes with customers, disputes with public authorities concerning the taxation of the Agent, also the necessity of the Agent to obtain permits to pursue the business activity.

3.3. The Principal has the right to:

3.3.1 Require the Agent to cease any actions that mislead the user about the nature of the Principal website and its properties.

3.3.2. Refuse to execute the Agreement with exemption from paying any fee to the Agent due to the breach of clauses 3.2.5. - 3.2.9 of the Agreement by the Agent. 

3.3.3 Amend unilaterally the terms and conditions of the Agreement with obligatory notification of the Agent by e-mail not later than two weeks before the amendments enter into force. 

3.3.4. Terminate unilaterally the Agreement with the Agent without giving reasons, with obligatory notification of the Agent by e-mail and paying due Agent’s fee in compliance with the established payment procedure.

3.4. The Agent has the right to:

3.4.1. Encourage visitors of the Agent’s websites to use the Principal POSTOPLAN service to automate marketing in social networks and messengers by any means available and not prohibited by law with the exception of contextual advertising the POSTOPLAN brand and other means prohibited by the provisions of the Agreement and/or relevant sections of the Principal website

3.4.2. Require the Principal to properly perform the obligations under the Agreement.

3.4.3. Request Principal through the support service information on the work of the POSTOPLAN service to automate marketing in social networks and messengers necessary for the performance of the Agent’s obligations. 

3.4.4. Require timely payment of the Agent’s fee in compliance with Section 4 of the Agreement.

4. Agent fee. Payments

4.1. The Agent’s fee is paid by the Principal for payments made by referrals visiting Principal’s website through hypertext affiliate links of the Agent or using affiliate promo codes generated by the Agent in the account on the website of the Principal.

4.2. Determining the Agent’s fee,  payments of Start and Business subscriptions for any available period (30, 365 days) are taken into account made by referrals of the Agent who have visited the Principal website via the Agent`s affiliate link or by referrals applying the Agent’s affiliate promo code. The Agent’s fee does not include payments for Lifetime subscriptions. The Agent’s affiliate promo code does not provide a referral with a discount for purchasing a Lifetime subscription. The Agent’s affiliate promo code gives the referral a discount on paying Start and Business subscriptions for any of the available periods at any time of using POSTOPLAN service to automate marketing in social networks and messengers.

4.3. The Agent’s fee for payments made by a referral of any levels supported by service using the Agent’s affiliate promo code shall be calculated within the first 6 (six) months after the referral was registered on the Principal website. If there is a time period between the registration of the referral and the first payment made by him using the Agent’s affiliate promo code on the Principal’s website then a period of six months, the billing period during which the Agent’s fee is calculated, shall be reduced for the relevant period.

4.4. The Agent’s fee for payments made by a referral of any levels supported by service using the Agent’s affiliate promo code shall be calculated within the first 6 (six) months after the referral visited the Principal website in the case if a time period between the referral visit using the Agent’s affiliate promo code and the referral registration on the Principal website is not exceeded 180 days. If there is a time period between the referral visited Principal website using the Agent’s affiliate promo code and the referral made its first payment on the Principal website, then a period of six months, the billing period during which the Agent’s fee is calculated, shall be reduced for the relevant period.

4.5. The Agent’s fee is provided solely for engaging new users on the Principal website. 

If the visit was made by a registered user of POSTOPLAN service to automate marketing in social networks and messengers through Agent’s referral link or the registered user applied Agent’s affiliate promo code then the Agent’s fee is not calculated. At any time of using POSTOPLAN service to automate marketing in social networks and messengers the Agent’s affiliate promo code gives the registered user a discount on paying any subscription except Lifetime.

4.6. If a referral visits the Principal website using a raffiliate link generated by one Agent, but after registration in the service he uses the other Agent’s affiliate promo code on paying, then the Agent’s fee will be calculated to the Agent who owned the affiliate link.

4.7. The simultaneous visit of a referral through the affiliate link and the use of Agent’s affiliate promo code by the referral of the same Agent who owns the affiliate link does not double the amount of the Agent’s fee.

4.8. The amount and other terms and conditions of the calculation of Agent’s fee are specified in the administrative part of the Principal website. An increase of the amount of Agent’s fee may be additionally negotiated privately. The Agent is obliged to declare and pay taxes in his country in connection with the receipt of the Agent’s fee.

4.9. In the account of the Agent on the Principal website the Principal provides the Agent with information about his fee received from purchases of Start and Business subscription based on the Agent’s links and affiliate promo codes. 

4.10. The Agent’s fee shall be paid upon the request of the Agent made in the account of the Agent. The terms and conditions of such payments are specified in the account of the Agent. The payments are executed by transferring money funds according to the Agent’s payment details indicated by Agent in his account.

4.11. Money funds calculated as the Agent`s fee shall be available for withdrawal no earlier than 30 days from the date of their calculation. 

4.12. By accepting the terms of the Agreement the Agent confirms that he has read the terms of the agency program.

4.13. In case the amount of the available Agent’s fee is less than the minimum the Principal shall be entitled to pay when the accumulated Agent’s fee exceeds the minimum amount. The minimum amount of payment is indicated in the Agent’s account on the Principal website.

5. Special terms

5.1. The fact of the registration of the Agent on the Principal website page, as well as the Agent’s use of a unique login and password to access the account on the Principal website through which certain legally binding actions may be committed in the performance of the Agreement, shall be recognized by the Parties as analogue to the handwritten signature of the person authorized to conclude and execute the Agreement on behalf of the Agent.

5.2. Upon the Principal`s request the Agent shall sign and transmit to the Principal legal address the text of the documents in paper form aiming the implementation of the Agreement.

5.3. The Agent undertakes to notify the Principal in a timely manner of a change in the details of the Agent and of a person authorized to execute the Agreement on its behalf.

5.4. If the Agent is found to have provided incorrect information on the registration procedure or during the execution of the Agreement, the Principal at his discretion is entitled to require the provision of appropriate documents certifying the Agent’s identity and/or refuse to execute the Agreement with exemption from paying any fee to the Agent.

6. Liability of the parties

6.1. In case of failure to perform or improper performance of obligations the parties are liable in compliance with the procedure established by the legislation in force of the Republic of Estonia.

7. Force majeure

7.1. The Parties shall be exempted from liability for non-performance or improper performance of obligations under the Agreement due to the results of force majeure and if such circumstances directly affect the performance of obligations on the Agreement, herewith the time for performance of obligations under the Agreement is extended proportionately to the duration of force majeure.

7.2. A party that has become unable to perform obligations under the Agreement is obliged to notify the other party of such circumstances in writing within three business days of their occurrence.

8. Disputes consideration procedure

8.1. All disputes under the Agreement shall be settled by negotiation. If the Parties do not reach an agreement the disputes are considered in a claim procedure. The claim consideration period is 30 days from the date of claim receipt.

8.2. In case of failure to settle a dispute by negotiation the dispute shall be considered in compliance with the procedure established by the legislation of the Republic of Estonia and shall be submitted to the Estonian Arbitration Court for its consideration.

9. Duration of the agreement

9.1. The Agreement shall enter into force upon its acceptance by the Agent and shall be valid for 1 (one) calendar year from the date of acceptance. If no party declares its intention to terminate the Agreement no later than 30 days before the expiration day the Agreement shall be automatically extended for each subsequent calendar year.

9.2. Either party may refuse to perform terms of the Agreement unilaterally out of court by giving written notice to the other party 30 days prior to the estimated date of termination. The obligations of the parties shall cease upon the performance of all the obligations specified in the Agreement.

10. Final provisions

10.1 No Party to the Agreement shall have the right in any way transfer its rights and obligations under the Agreement to third parties without the prior written consent of the other Party.

10.2. Correspondence between the parties along with exchange of information and notices is carried out by e-mail: [email protected] When questions arise the user can also apply for support by filling in the form.

10.3. In all matters not regulated by the Agreement the Parties shall be guided by the legislation in force of the Republic of Estonia.

11. Details of the principal

Name: POSTOPLAN OU
Address: 26 Majaka str., Lasnamae district, Harju County, Tallinn,11412

Updates from 21.02.2022