Agency Agreement №23/001

This Agency Agreement (the “Agency Agreement”) is executed on 20.03.2023 by and between:

The Seller (name; legal entity code; VAT no; registered address at; representative’s duties, name, surname):

and

The Agent (name; legal entity code;  VAT no; registered address at;  representative’s duties, name, surname):

Petsy OÜ, reg. nr. 16633150; Ida-Viru maakond, Narva linn, Kiriku tn 6, 20308, Juhatuse liige Alexey Neprimerov

The Agent manages the Website petsy.ee using of which the Seller offers and sells Services to the Clients under the Seller Agreement signed between Parties (the “Seller Agreement”).

Therefore, the Parties are willing to enter into the Agency Agreement regarding provision of commercial agency services on the below indicated terms:

1. Definitions

Website means ecosystem for pet owners petsy.ee

Services means consultations in the field of veterinary medicine or cynology that the Seller sells through the Website.

Regular service means consultation by appointment.

Emergency service means advice immediately at the time of contact.

Services Price means the price (VAT included) that the Client has to pay to the Seller for the ordered Services.

Agency Fee means the fee payable by the Seller to Agent per every event of sale of the Seller’s Services through the Website for the provision of agency services to the Seller.

Client means any User of the Website that has placed an Order and enters into a Sales Agreement with the Seller.

Order means the order of Services that the Client has placed with the Seller.

Sales Agreement means the agreement between the Client and the Seller for the sale of Services in accordance with the Order.

2. Scope of the Agency Agreement

2.1. Subject to the terms and conditions contained herein, the Seller hereby appoints the Agent and the Agent hereby accepts the appointment by the Seller to act as the Seller’s commercial agent in relation to the Services offered and sold on the Website under the Seller Agreement, and the Seller hereby agrees to remunerate the Agent for the services rendered.

2.2. Subject to the terms and conditions of the Agency Agreement, the Agent will perform the following actions:

2.2.1. Representation of the Seller on the Website in relation to the sale of the Seller’s Services, i.e. conclusion of the purchase-Sale Agreements with the Clients on behalf of the Seller. The Agent shall conclude herein mentioned agreements with the Clients based on the standard form of agreement (standard rules of sale) available on the Website. The Agent is entitled to adapt the terms of agreement concluded with the Clients as the Agent may see it necessary, however the Agent shall never influence or in any way change and/or advice on the prices applicable for sale of Services, their discounts or promotions and such decisions shall always be taken solely and exceptionally by the Seller;

2.2.2. Promotion of the Website and in such way making Website more known and available for Clients;

2.2.3. Receipt and acceptance of the Clients’ payments on behalf of the Seller for the Seller’s Services sold on the Website. The Agent is obliged to transfer the received funds to the Seller in accordance to the terms and conditions of the Agency Agreement.

2.3. For the avoidance of doubt Parties hereby agree that the Agent shall not:

2.3.1. For the avoidance of doubt Parties hereby agree that the Agent shall not:

2.3.2. Provide marketing services by promoting sale of the Seller’s Services. The Seller shall solely decide on how to promote and market its Services as well as shall make decision on the content of such promotions and take all the actions needed to promote its Services.

3. Service provision procedure

3.1. To manage its Services, the Seller uses a personal account on the Website.

3.2. When providing a Regular service, the Seller creates a schedule of consultations.

3.3. When providing an Emergency service, the Seller switches on the online mode.

3.4.

3.4. The Parties hereby agree that the Seller will have to confirm each agreement concluded by the Agent with the Client on the Website:

  • in case of Regular service — within 4 (four) business hours from the conclusion of the respective agreement;
  • in case of emergency service — within 5 (five) minutes from the conclusion of the respective agreement;

Each such agreement will be available on the Seller’s Account opened for the purpose of sale of Services on the Website. In such a case the Seller does not confirm the agreement concluded by the Agent with the Client on the Website within the term indicated herein, the Agent acting in the best interest of the Seller will be entitled to unilaterally either confirm, or cancel the respective agreement concluded with the Client.

4. Fees and terms of payment

4.1. Each sale of Services on the Websites is subject to a Agency Fee.

Agency Fee shall be 20 (twenty) percent from the total amount payable by the Customers to the Seller for the Services sold on the Website.

4.2. The Agency Fee is deducted automatically by the Agent against the amounts payable by the Agent to the Seller under this Agency Agreement or any other contracts that are concluded between parties. The Seller authorizes the Agent to deduct all other amounts payable by the Seller to the Agent from the amounts received by Agent under this Agency Agreement.

4.3. Other fees, if any, payable under the Agency Agreement by the Seller to the Agent will be indicated in the Agency Agreement (or its annexes concluded between the Parties). Subject to availability, such fees can be deducted automatically by the Agent against the amounts payable by the Agent to the Seller.

4.4. For the sake of clarity, fees payable to the Agent will include any and all taxes that the Agent may be subject to regarding performance of the Agency Agreement.

4.5.  The funds received by the Agent on behalf of the Seller (as the payment for the Services sold by the Seller on the Websites) will be paid to the Seller’s payment account indicated in the Agency Agreement or other documents automatically once received by the Agent and only after the Seller renders the Service to the Client.

5. Taxes

5.1. The Seller is solely responsible for withholding, collecting, reporting, paying, settling and/or remitting any and all taxes to the appropriate tax authorities in such jurisdiction(s) in which the Seller may be liable to pay tax.

6. Rights and obligations of the Parties

6.1. Rights and obligations of the Agent

6.1.1.

Hereby under the Agency Agreement the Agent undertakes to:

(a) Act in good faith representing the Seller, to be loyal to the Seller and to act on the interests and benefit of the Seller;

(b) Regularly update the Seller on the relevant information related to performance of the Agency Agreement;

(c) Take reasonable actions chosen at sole discretion to promote Website and in such way engage Clients for the Seller;

(d) To help the Seller to conclude the agreements with the Clients regarding the Services sold by the Seller on the Website;

(e) Communicate with the Clients regarding the sale of the Seller’s Services when Clients address such queries directly to the Agent;

(f) transfer to the Seller complaints received from and submitted by the Clients . If requested by the Seller, the Agent shall handle the complaints and the Seller will assist the Agent in this matter in accordance and to extent asked by the Agent;

(g) Receive and accept payments for the Services on behalf of the Seller and to transfer such payments to the Seller in accordance with the Agency Agreement;

(h) upon termination of the Agency Agreement, to return to the Seller all documents, assets and other data transferred by the Seller to the Agent for the purpose of performance of this Agency Agreement.

6.1.2.

Hereby under the Agency Agreement the Agent has a right to:

(a) Be remunerated for the performance of the Agent’s obligations in accordance with the Agency Agreement;

(b) Take all necessary actions for the purpose of performance of the Agency Agreement on the sole discretion, including, but not limited to confirm or to reject the order for the Seller’s Services submitted by the Clients;

(c) Hear the complaints regarding the Services sold on the Website and received from the Clients;

(d) Request the Seller to provide documents and/or information and/or data that might be required for the proper performance of the obligations undertaken by concluding the Agency Agreement.

6.2. Rights and obligations of the Seller

6.2.1.

Hereby under the Agency Agreement the Seller undertakes to:

(a) Settle with the Agent in accordance with the Agency Agreement;

(b) Provide Agent with any and all information that may be required to duly and fully perform obligations undertaken under this Agreement;

(c) Confirm the agreement concluded by the Agent with Client in accordance with the Agency Agreement; and

(d) Cooperate with the Agent and assist to the Agent to the extent necessary to ensure conclusion of the agreements with the Clients.

6.2.2.

Hereby under the Agency Agreement the Seller has a right to:

(a) Request the Agent to represent the Seller in accordance with the Agency Agreement;

(b) Request the Agent to act for the benefit of the Seller.

7. General representations and warranties

7.1. Each Party represents and warrants to the other Party that (a) it has the authority to execute and perform this Agency Agreement, and (b) its execution, delivery and performance of this Agency Agreement does not conflict with the terms of any other agreement to which it is a party or by which it is bound.

7.2. Each Party represents and warrants to the other Party that (a) it has the authority to execute and perform this Agency Agreement, and (b) its execution, delivery and performance of this Agency Agreement does not conflict with the terms of any other agreement to which it is a party or by which it is bound.

8. Use of personal data

8.1. Personal data obtained under the Agency Agreement or in relation to the Agency Agreement will be managed in accordance with the relevant provisions indicated in the Seller Agreement.

9. Confidential information

9.1. The Parties will treat all information relating to the contractual relationship between the Seller and the Agent as confidential. The duty of confidentiality will apply unless otherwise agreed and in cases where the Party will be required to disclose such information by law, regulation or a decision taken by public authority, or where the information in question will be already publicly available and this fact cannot be attributed to the other Party’s breach of the Agency Agreement, or where the information provided by the Seller to the Agent is intended to be used as marketing material of the Services.

9.2. Section 9 continues to apply once the Agency Agreement is terminated.

10. Liability

10.1. The Party that fails to perform its obligations undertaken under the Agency Agreement, will be liable to reimburse the injured Party’s direct damages.

10.2. The Agent and / or its affiliates are not parties to any transactions between the Seller and the Clients. The Agent and its affiliates (their respective employees, shareholders, directors, agents) will be released from liability for any claims, costs, damages (including any indirect or consequential damages), decisions, fines, penalties, fees (including legal fees and any investigations, defense costs) arising from any claims against the Seller and any third party, government entity or agency.

10.3. The Party will be released from the liability for failure to perform the Agency Agreement, if the default will be subject to force majeure, i.e. The Agency Agreement will not be performed due to circumstances that are beyond the Party’s control and the Party could not reasonably foresee such circumstances upon the execution of the Agency Agreement. Each Party will inform the other Party upon the occurrence of the force majeure as soon as practically possible, but not later than within 5 (five) business days.

11. Termination of the Agency Agreement

11.1. The Agency Agreement will enter into force upon signing of it and will remain into effect until it is terminated by either Party in accordance to the Article 11.3 of this Agreement.

11.2. The Agency Agreement will enter into force upon signing of it and will remain into effect until it is terminated by either Party in accordance to the Article 11.3 of this Agreement.

11.3. Both Parties will be entitled to terminate the Agency Agreement subject to the condition that the other Party has been notified about the termination thereof one month before.

11.4. The Parties hereby agree that it is not required that the end of the period of notice would coincide with the end of the calendar month.

11.5. In the event the Party fails to comply with the provisions regarding service of the termination notice indicated in Art. 11.3 of the Agency Agreement, the defaulting Party will be obliged to reimburse the injured Party for all direct damages suffered by the injured Party because of such termination of the Agency Agreement save for the case when the Agency Agreement was terminated for material reasons and another Party was informed about such reasons without undue delay.

11.6. The termination notice indicated in Article 11.3 of the Agency Agreement must be serviced in writing by means of communication agreed in the Seller Agreement.

11.7. Even if the Agency Agreement is terminated, it will remain valid in respect of outstanding claims at the time of the expiry of the Agency Agreement.

12. 12. General terms

12.1. Entire Agreement. This Agency Agreement contains the entire agreement between the Parties hereto with respect to the relationship contemplated herein, and all prior negotiations, representations, agreements and understandings are merged into, extinguished by and completely expressed by it. The Parties will execute any other instruments or documents or perform any other acts that may be or may be necessary to effectuate and carry on the purposes set forth in this Agency Agreement.

12.2. Definitions. The words in capital letters will have the meaning prescribed to them in the Seller Agreement unless indicated otherwise in the Agency Agreement.

12.3. Notices. Communication between the Parties will be handled in the same manner as it is indicated in the Seller Agreement.

12.4. Waiver. Any failure or delay by any Party in exercising any right or remedy in one or many instances will not prohibit the Party from exercising it at a later time or from exercising any other right or remedy. No part of this Agency Agreement may be waived, modified, amended, or supplemented in any manner whatsoever except by a written document signed by authorized officers of the Parties.

12.5. Invalidity. If any provision of this Agency Agreement will be found by any court or legal authority to be invalid, unenforceable or illegal, the other provisions will remain valid and in force and, to the extent possible, the provision will be modified to ensure it is valid, enforceable and legal whilst maintaining or giving effect to its commercial intention.

12.6. Effect. All provisions of this Agency Agreement which by their nature are intended to continue will survive termination.

12.7. Accrue rights. Termination of this Agency Agreement will not affect accrued rights and obligations of the Seller and the Agent except unless such rights were accrued unlawfully or in breach of this Agency Agreement.

12.8. Enforceability. No provisions of this Agency Agreement are intended to be enforceable by any other person other than the Parties of this Agency Agreement.

12.9. Governing law. This Agency Agreement will be governed by the law of the country where Agent performs its activity.

12.10. Disputes. Any dispute, arising out of or relating to this Agency Agreement, will be finally settled by the competent court of the country where Agent performs its activity.

12.11. Language. This Agency Agreement is concluded in Estonian and English languages. In case of discrepancies between provisions in Estonian and English languages, provisions in English language shall prevail.

12.12. Counterparts. This Agency Agreement may be executed in counterparts, all of which taken together will constitute one single agreement between the Parties.

The Seller:

Signed digitally

Represented by:

 

The Agent:

Signed digitally

Represented by: juhatuse liige Alexey Neprimerov

Appendix to the Agency Agreement №23/001

Appendix to the Agency Agreement №23/001

This Data Processing Agreement is an integral part to the Agreement and shall apply to all relations that are formed between the Agent and the Seller in the course of using Website petsy.ee and relate to processing of the personal data.

Background information:

A. In the course of performance of the Agreement and use of the Website the Agent and the Seller share personal data with

B. In case of a conflict between the Agreement and the Data Processing Agreement with regard to the processing of personal data, the Data Processing Agreement shall prevail and apply.

1. General provisions and definitions

1.1. The terms used in this Data Processing Agreement are used in the meaning given to them in the Agreement or in the meaning given to them in Article 4 of the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council (hereinafter the GDPR). The term “ data subject” shall mean the identified or identifiable natural person who uses Website and to whom the personal data shared relates.

1.2. In the meaning of GDPR, the Agent and the Seller shall both be data controllers with regard to the personal data processing conducted by each in the respective scope.

2. General obligations of Seller

2.1. The Seller shall process personal data only in accordance with the applicable law, the terms and conditions of the Agreement and the terms and conditions of this Data Processing Agreement.

2.2. The Seller shall not process personal data outside the European Economic Area.

2.3. The Seller agrees to process personal data received from the Agent only in accordance with the data processing principles described in Part 2 herein and only for the purposes described in Part 3 herein, unless the data subject has separately authorized Seller for further processing. For the avoidance of doubt, the Seller may not use the data subject’s personal data for marketing purposes, unless the data subject has expressly stated otherwise.

2.4. The Seller agrees to process personal data received from the Agent only in accordance with the data processing principles described in Part 2 herein and only for the purposes described in Part 3 herein, unless the data subject has separately authorized Seller for further processing. For the avoidance of doubt, the Seller may not use the data subject’s personal data for marketing purposes, unless the data subject has expressly stated otherwise.

2.5. The Seller shall ensure the security of personal data for the purposes of protecting personal data from accidental or unauthorised processing, disclosure or destruction. The Seller shall inter alia procure that no physical or other copies are made of the data provided to the Seller through the Website.

2.6. Upon the termination of the Agreement, Seller shall delete or destroy all personal data received from Agent, incl. all (backup) copies of the personal data in the possession of Seller that is received from Agent, unless (i) otherwise required under applicable laws or (ii) data subject has authorized Seller to further processing and retention of personal data.

2.7. If Seller uses (sub)processors, Seller shall assume full liability for the (sub)processor’s actions.

2.8. The Agent has the right to check the performance of the Data Processing Agreement by the Seller at any time.

3. Rights of the data subjects

3.1. Both Parties shall ensure that personal data processing procedures carried out by each are lawful.

3.2. The Seller shall guarantee that while processing the personal data, all the data subjects’ rights according to the GDPR are guaranteed to the data subjects, including but not limited to the following rights:

3.2.1. The right of access under GDPR Article 15;

3.2.2. The right to rectification under GDPR Article 16;

3.2.3. The right to erasure (“right to be forgotten”) under GDPR Article 17;

3.2.4. The right to restriction of processing under GDPR Article 18;

3.2.5. The right to data portability under GDPR Article 20.

4. Personal data breaches

4.1. In case of a (suspected) personal data breach related to the personal data received from the Agent or an incident that is likely to escalate into a personal data breach, the Seller shall immediately notify the Agent thereof.

4.2. In case of a (suspected) personal data breach related to the personal data received from the Agent or an incident that is likely to escalate into a personal data breach, the Seller shall immediately notify the Agent thereof.

4.3. The notification shall be sent to privacy@petsy.ee

5. Liability and compensation for damage

5.1. Seller shall assume full liability and indemnify and hold harmless the Agent for any and all liability, damage, administrative fines or any other claims created for Agent or which any person submits against the Agent with regard to the Seller’s violation of the Data Processing Agreement or requirements of the applicable law.

5.2. In case of a violation of any condition of the Data Processing Agreement or a requirement under the applicable law, the Seller shall compensate the Agent in full for any damage caused directly or indirectly by the violation, including legal expenses associated with the violation.

5.3. The Seller shall immediately notify the Agent if any claim or administrative fine is submitted against the Seller in relation to the Data Processing Agreement. The notification shall be sent to privacy@petsy.ee

6. Data processing principles

6.1. Purpose limitation: Personal data may be processed and used only for purposes described in the Article 7.

6.2. Purpose limitation: Personal data may be processed and used only for purposes described in the Article 7.

6.3. Transparency: Data subjects must be provided with information about their collected personal data to ensure fair processing (information about the purposes of processing and transfer).

6.4. Security and confidentiality: Technical and organisational security measures must be taken by the data controller that are appropriate to the risks, such as against accidental or unlawful destruction, unauthorised disclosure or access.

6.5. Rights of access, rectification, deletion and objection:The data subjects must be provided with the personal information about them that the data controller holds. Data subjects must be able to have the personal information about them rectified, amended, or deleted where it is inaccurate or processed against these principles.

7. Final provisions

7.1. Data subjects. Natural persons using the Website petsy.ee (Clients).

7.2. Purpose of data processing. Enabling the data subjects to use the Website petsy.ee for ordering Services from Seller(s) (data importers).

7.3. Categories of personal data. Following data disclosed by the data subject via Website petsy.ee:

(a) The Client’s first name and the initial of last name;

(b) The Client’s phone number;

(c) The Client’s Order and information related to the Order (special requests regarding ordered Goods, etc).

7.4. Processing period. The data importer (Seller) agrees to delete or destroy the personal data about each data subject received from the data exporter (Agent) within 30 days after the fulfilment of each Order, unless the data subject has separately authorized the data importer (Seller) to further processing.

7.5. Sensitive data. No sensitive personal data is transferred.

7.6. The Data Processing Agreement shall be valid during the term of the Agreement.

7.7. The Data Processing Agreement shall be governed by the laws of the Republic of Estonia.

The Seller:

Signed digitally

Represented by:

The Agent:

Signed digitally

Represented by: juhatuse liige Alexey Neprimerov