UAB “1stopVAT”, a company registered in the Republic of Lithuania under company ID number: 305405450 and having its registered office at Ozo st. 12A-1, LT-08200, Vilnius, the Republic of Lithuania (“1STOPVAT”) and the referring Company.
SCOPE OF SERVICES AND OBLIGATIONS
1STOPVAT (by itself or through a third party) agrees to provide VAT/GST/Sales Tax compliance services, including but not limited to foreign VAT registration and VAT returns, collectively referred to as the "Services." The Company agrees to market these Services and refer potential clients ("Clients") to 1STOPVAT. The Company will undertake efforts to promote the Services using its marketing channels and networks, ensuring that all referrals align with the Service offerings provided by 1STOPVAT.
REFERRAL
The Company will refer potential clients to 1STOPVAT for the purpose of it providing the Services and/or Additional Services to such potential clients using such promotional materials as shall be provided by 1STOPVAT at the cost and expense of 1STOPVAT. 1STOPVAT will contract directly with the Referred Clients electing to utilize the Services and/or Additional Services. 1STOPVAT shall provide all Services and/or Additional Services pursuant to this Agreement as principal, not as agent of the Company.
1STOPVAT hereby authorizes the Company to market the Services and/or Additional Services to potential clients and refer same to 1STOPVAT during the term of this Agreement.
If a potential client wishes to utilize the Services and/or Additional Services, the Company shall make a Referral to 1STOPVAT in such manner as is agreed by the Parties from time to time. 1STOPVAT will contract directly with Referred Clients electing to utilize the Services and/or Additional Services pursuant to its standard terms and conditions (“1STOPVAT Agreement”).
1STOPVAT shall be responsible for complying with all applicable laws with respect to the provision of Service and/or Additional Services, including any documentation required for the same. The cost of ensuring compliance with all applicable laws shall be borne solely by 1STOPVAT.
REFERRAL FEE STRUCTURE
The Company shall be entitled to a referral fee equivalent to seven percent (7%) of the total fees paid by each referred Client to 1STOPVAT during the first twelve (12) months of service ("Referral Fee"). The Referral Fee will be calculated based on payments received from Clients, excluding any fees for additional services or agreements signed after the initial service agreement. The Referral Fee will be calculated quarterly, and payments will be made to the Company within thirty (30) days following the end of each quarter. The Company acknowledges that no Referral Fee will be due for Clients independently acquired by 1STOPVAT, outside the scope of the Company's marketing efforts.
The Referral Fee shall not include:
a.any Additional Services; or
b.any subsequent agreement or addendum executed between the Referred Client and 1STOPVAT for the provision of Services and/or Additional Services.
The Referral Fee will be paid to the Company calculated on a quarterly basis from the date of receipt of the payment by the Referred Client.
Nothing herein shall preclude 1STOPVAT from independently, and without the use of any Confidential Information of the Company, soliciting Clients of the Company or its Affiliates by means of its own sales research and networking, responding to enquiries from such Clients and contracting with such Clients, as long as such Clients have not been subject to a Referral ("Non-Referred Clients"). For the avoidance of doubt, the Company will not be entitled to the Referral Fee in respect of such Non-Referred Clients.
NON-COMPETE
During the term of this Agreement and for a period of two (2) years following its termination, the Company agrees not to engage in any activities that directly or indirectly compete with the business of 1STOPVAT in any geographic area where 1STOPVAT operates. Furthermore, the Company shall not solicit or attempt to solicit business from any Clients of 1STOPVAT or otherwise interfere with 1STOPVAT’s business relationships.
CONFIDENTIALITY
The Parties agree to maintain the confidentiality of all proprietary and confidential information received from the other Party in connection with this Agreement ("Confidential Information"). Confidential Information includes, but is not limited to, business plans, client lists, financial information, and any other non-public information. Each Party agrees to use such Confidential Information solely for the purposes of this Agreement and not to disclose it to any third party without the prior written consent of the disclosing Party. This confidentiality obligation shall remain in effect for five (5) years following the termination of this Agreement.
DATA PROTECTION
Each Party shall, at its own expense, ensure that it complies with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data and privacy of electronic communications including the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy.
TERM AND TERMINATION
This Agreement shall commence on the effective date and shall remain in effect for one (1) year ("Initial Term"). Thereafter, this Agreement shall automatically renew for successive one-year terms ("Renewal Term(s)") unless terminated by either Party by giving at least thirty (30) days written notice prior to the end of the Initial Term or any Renewal Term.
Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party breaches any material obligation under this Agreement and fails to cure such breach within fourteen (14) days after receiving notice of the breach.
Upon termination of this Agreement, 1STOPVAT shall pay to the Company any unpaid Referral Fees accrued prior to the termination date.
CHANGES IN LAW AND REPORTING REQUIREMENTS
If at any time during the term of this Agreement, there is any change to law or regulation which imposes a material additional cost to 1STOPVAT and/or materially affects the profitability of this relationship then, 1STOPVAT may, upon written request to the Company require it to enter into negotiation of amendments to this Agreement. If the Parties fail to negotiate amendments, this agreement will become terminable by either Party on the provision of one (1) month written notice. In the event that the continuance of this Agreement becomes unlawful, in such event the Agreement shall be terminated within thirty (30) days or such other shorter period so as to comply with applicable law or regulation.
NOTICES
All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, sent by registered mail, or sent by a recognized courier service to the addresses specified above or to such other address as a Party may specify in writing.
FORCE MAJEURE
Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to war, terrorism, strikes, government actions, or natural disasters ("Force Majeure Event"). In the event of a Force Majeure Event, the affected Party shall notify the other Party as soon as reasonably possible and shall use reasonable efforts to resume performance. If the Force Majeure Event continues for more than sixty (60) days, either Party may terminate this Agreement by giving written notice to the other Party.
WARRANTIES
Each Party warrants that:
a.it has full power and authority to carry out the actions contemplated under this agreement;
b.this Agreement constitutes a legal, valid, binding and enforceable agreement in relation to it; and
c.so far as it is aware, all information, data and materials provided by it under this Agreement will be accurate and complete in all material respects, and it is entitled to provide the same to the other without recourse to any third party.
INDEMNITY AND LIMITATION OF LIABILITY
Each Party shall indemnify the other Party and hold them harmless from and against any and all claims, losses, expenses (including legal fees), liabilities, demands, damages of any kind or nature ("Damages") which may at any time be incurred by, suffered or asserted by the other Party as a result of, arising from or relating to:
a.any breach of any representation or warranty of the Party contained in this Agreement;
b.any grossly negligent acts or wilful misconduct of the Party in connection with this Agreement.
1STOPVAT’S entire liability to the Company whether in contract, tort (including negligence) in respect of claims arising under this Agreement in any twelve (12) month period shall not exceed the lesser of the total amount of Referral Fees earned in such twelve (12) month period PROVIDED HOWEVER that the limitations set forth in this clause shall not apply to or in any way limit the obligations of either Party under clauses of Confidentiality.
Nothing in this clause shall limit or restrict the indemnified Party’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.
GOVERNING LAW AND DISPUTE RESOLUTION This Agreement shall be governed by and construed in accordance with the laws of Lithuania. Any disputes arising out of or in connection with this Agreement shall be resolved through good faith negotiations. If the Parties are unable to resolve the dispute amicably, the dispute shall be submitted to the exclusive jurisdiction of the courts of Lithuania.
ENFORCEABILITY AND MODIFICATION
If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of this Agreement.
If any provision or part provision of this Agreement is deemed deleted under the above clauses, the Parties shall negotiate in good faith to agree to a replacement provision that, to the greatest extent possible achieves the intended commercial result of the original provision.
No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorized representative).
Any variation of this Agreement agreed by the Parties in accordance with the clause above shall be deemed to apply to all future Referrals entered into after the date of such variation but shall not apply to Referrals already referred.
OTHER TERMS
Each Party shall retain the intellectual property owned by them and nothing in this Agreement shall grant either party any rights as to the intellectual property owned by either Party.
This Agreement constitutes the entire Agreement concluded between the Parties and no variation, modification or addition hereto shall be of any force or effect unless reduced to writing and signed by the Parties.
Nothing contained in this Agreement will be construed as constituting or creating a partnership, joint venture, strategic alliance, agency or other association or relationship between 1STOPVAT and the Company. To the extent that any Party undertakes or performs any duty for itself or for another party as required by this Agreement, the Party will be construed to be acting as an independent contractor and not as a partner, joint venture or agent for the other Party.
This Agreement supersedes any arrangements, understandings, promises or agreements made or existing between the Parties prior to or simultaneously with this Agreement and constitutes the entire understanding between them.Except as otherwise provided in this Agreement, no addition, amendment or modification of this Agreement shall be effective unless it is in writing and signed by and on behalf of both parties.Neither Party has relied upon any statement, representation or warranty of any person other than as expressly set out in this Agreement but nothing in this Agreement shall limit or exclude either party's liability for fraud.
Each Party acknowledges and agrees with the other Party that this Agreement constitutes the entire and only agreement between the Parties relating to the subject matter of this Agreement.
Failure or neglect by 1STOPVAT to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver by 1STOPVAT's of those rights nor in any way affect the validity of the whole or any part of this Agreement nor prejudice 1STOPVAT’s rights to take subsequent action.
Referral Factory