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Gurulize Framework Agreement

FRAMEWORK AGREEMENT FOR GENERAL TERMS AND CONDITIONS

Contents

  1. PARTIES
  2. DEFINITIONS
  3. SUBJECT OF THE AGREEMENT
  4. DECLARATION
  5. RIGHTS AND OBLIGATIONS OF DEVIX
  6. RIGHTS AND OBLIGATIONS OF THE USER
  7. FINANCIAL PROVISIONS
  8. FORCE MAJEURE
  9. CONFIDENTIALITY
  10. INTELLECTUAL PROPERTY RIGHTS
  11. COPIES OF THE AGREEMENT AND APPENDIXES
  12. RIGHT OF WITHDRAWAL AND TERMINATION
  13. ASSIGNMENT OF THE AGREEMENT
  14. NOTIFICATION
  15. REGULATION AND DISPUTE RESOLUTION
  16. TAX, CHARGE AND GENERAL EXPENSES
  17. AMENDMENTS AND SEVERABILITY.
  18. LANGUAGE OF THE AGREEMENT AND VALIDITY

1.PARTIES

Devix Technology OÜ (“DEVIX”) having a principal place of business at Sepapaja 6, Tallinn 15551 Estonia and the Web Application Service User (“USER”) with the following information,

Company Name:
Authorized Person Name:
Address:
Email:
Phone:
IBAN / Swift:
Domain:
Preferred Gurulize Package:

Have confirmed this Agreement about providing of WEB APPLICATION PLATFORM SERVICES.

Hereinafter GURULIZE General Terms and Conditions Frame Agreement shall be referred as “Agreement”. DEVIX and USER shall be referred to herein individually as a “Party”, collectively “the Parties”.

2.DEFINITIONS

www.gurulize.com: the website for the project of providing a “platform for consultancy services web application” with all intellectual property rights belonging to DEVIX,

Platform:  All, developable, manageable, changeable, removeable technical operating processes that enables to access a service or system and utilization of that service, that works on the background of a service or system, with coding and/or other software techniques 

IP-based Video/Audio Calls: The browser-based calls that are made on the internet on any device (mobile phone, tablet, laptop or desktop computers) installed Firefox, Chrome, Safari, or Microsoft Edge, supporting WEBRTC.

GSM-based calls: Audio calls with district code of XXXX, made on the mobile phones that Gurulize Application server directs and connects to both the Consultant and the Client’s GSM operators.

Gurulize Application: All applications including audio, video calls and written communication applications, content management system, blog, etc. on the website ………………………………..com with integrated links or directly hosted by Gurulize.

 Consultant: The online service providers that the User employs under employment and social security legislation, who provide their services with a certification of qualification

Client: The real persons who buys credits to purchase mobile/web based live video or GSM based audio call sessions from the Consultants

User Website and Mobile Phone Application: the website on which the User provides consultancy services, that can go live on the  www.gurulize.com  or the application on an existing website of the User integrating Gurulize Application via the Gurulize API.

Gurulize Packages: The ready to purchase software packages identifying the shared income and service details published on www.gurulize.com/pricing

Regulation: any national or international legislation including codes, bylaws and declarations that can be applied to the Agreement and services.

3.SUBJECT OF THE AGREEMENT

Subject of this Agreement is determination of mutual rights and obligations of the Parties  and fee to be paid from USER to DEVIX in accordance with traffic composed regarding website or smart mobile application belonging to User or composed by the team of  www.gurulize.com Gurulize Application technological platform service and Gurulize application technological platform technical continuity service.

4.DECLARATION

As of the signing date of this Agreement, each of the Parties individually accept, declare and undertake that;

has the entitlement of execution of this Agreement and fulfill any undertaking and obligation arising out of this Agreement,

is binding itself with this Agreement and each term and condition is valid, binding and performable for himself under the applicable laws,

Required permission from related authorities for the purpose of fulfillment of the obligations under the Agreement in accordance with the local and international regulation and also execution of the Agreement has been obtained and shall be renewed if necessary,

By any means misleading or incorrect information regarding current situation has not been given and has not misstated and shall not misstate,

The parties of shall not be deemed as agency, legal representative or substitute of each other; they are not entitled to lay each other under any obligation,

Informing each other at any time regarding administrative or legal enforcement arising during the performance of the Agreement,

Any term of the Agreement may not be interpretable as agency, partnership or joint venture relationship between the Parties or their partial or total subrogates, and the Parties are independent businesses.

The Parties may not conclude a written or verbal contract with third parties or legal entities and undertake for the benefit of the said persons on behalf of the counter party by any means,

5.RIGHTS AND OBLIGATIONS OF DEVIX

DEVIX is responsible for providing software, hardware, platform and initializing, submission and obtaining the technical continuity of the Gurulize Application Service for the utilization of USER.

In the event of any information regarding service and content demanded by governmental agency, administrative institution and judicial authority from DEVIX, DEVIX shall only notify USER by the reason of platform of the Gurulize Application Service kept by himself however DEVIX is not liable for such content and following up. In such cases DEVIX shall notify USER as required however following up, criminal and civil liability shall completely belong to the USER. DEVIX is entitled to share this Agreement upon a claim of a governmental agency, administrative institution and/or judicial authority excluding real persons and legal entities. This right is deemed an exception of confidentiality.

DEVIX is responsible against USER for platform of the Gurulize Application Service. USER is responsible for providing service to its own customers.

DEVIX is not liable for content of the service, form of issue, administration of call center, brief content of customer care, advertisement activities or any other activity under the scope of User’s utilization of the Gurulize Application Platform Service.  Henceforth USER accepts any liability and penal sanctions due to the said issues also accepts that DEVIX has not any liability for any reasons. USER is liable for any acts relating to contents and service usage, whether stated or not. DEVIX cannot be held responsible for the content of the provided services, correspondence between the Client and the Consultant or the User to be in compliance with national and international legislation.

In the event of force majeure listed in this Agreement DEVIX shall not be liable for platform malfunction and the User shall not claim any pecuniary and non-pecuniary damages/service from DEVIX directly or indirectly for any purpose.

DEVIX may grant correction time for any notifications, notices, due process, official correspondence, virtual environment complaints etc, or terminate the Agreement without waiting correction depending on significance of the breach in the event of a breach of this Agreement.

6.RIGHTS AND OBLIGATIONS OF THE USER

USER shall be liable for the content and operation of the services to be rendered via the platform of the Gurulize Application Service used by itself.

USER accepts, declares and undertakes that by no means, prepared content and consultancy service provided shall not constitute a contradiction to any crime stated at local, national, international regulation, or moral, ethic, public interest or public security.  Otherwise, all legal and penal responsibility regarding said content shall be belong to USER. Any fine or reimbursement that might be imposed upon DEVIX due to this content, shall be recoursed to the User.

USER shall avoid declaration and defending which may harm reputation of DEVIX in the event of any damage or legal/penal investigating or judgment by the reason of content of service and service provided. USER shall achieve a solution such as covering the loss without harming reputation and trade mark of DEVIX, submitting legal pleadings urgently and with detailed.

Advertising activities, announcement, press release etc. regarding Gurulize Application Service platform and services to be rendered By USER at its own cost. Trade name of DEVIX or Gurulize shall not be used in any advertising activities.

USER is an independent entrepreneur who carries his own commercial risk and shall not claim any right if USER cannot make profit.

The USER shall respond to the calls received from Gurulize Application Service platform in an understandable manner and in accordance with the law. The USER undertakes that himself and his advisers shall comply with national and international regulations regarding data protection during services rendered via the internet.

7.FINANCIAL PROVISIONS

The income shall be shared by mutual consent of the Parties.

The DEVIX commission rates are calculated by: Stripe commission rates plus; 2,6% for Basic Gurulize Package ($99), 1,6% for Gurulize Package ($199) and 1,1% for Advanced Gurulize Package ($499). The package that is preferred by the User is written in the Article 1. The Parties shall not demand any other payment from each other whatsoever. The User shall pay the fees, only via the SaaS membership system on gurulize.com.

The income from the Gurulize Application Service, shall be collected from the Client via payment systems under DEVIX platform. DEVIX shall calculate the fees and prepare a report for calls to be made on the Gurulize Application Service that shall be subject to the fees determined under this agreement, plus Stripe etc. commissions (by the date of signing, Stripe commission rate is 2,9% + 0,30 USD and the possible increases shall be reflected on the fee), mobile phone call tolls and all the expenses made on the system including the fees on Article 7.2., until the 7th workday of the relevant month, and send to the User. DEVIX shall pay the User’s share following the receipt of the invoice until the 15th day of the month.

Provided that the User delays the payments more than 20 days, Gurulize shall be entitled to suspend the services under this Agreement.

DEVIX reserves the right to cancel or limit the payments provided that the User uses the Gurulize Application Platform for fraud, call manipulations, or any other usage with malicious intents.

8.FORCE MAJEURE

Under the situations stated below and under the scope of force majeure, DEVIX is not responsible of defect, default, suspension etc. problems that the services under this Agreement to be provided by DEVIX may face.

Planned support and maintenance of DEVIX,

Problems that may occur during Maintenance, back up or initializing/commissioning devices with new software,

Information that may get lost fully or partially due to internet traffic,

Access problems and delays that are out of DEVIX’s control

Intervention out of DEVIX’ s control by public authority to platform of DEVIX,

Other reasons unexpected within ordinary operation and impossible to take precautions or plan,

The force majeure events are the events that are not present at the signing date but occurs later on, which may not be estimated, and out of the controls of the Parties. All legally valid force majeure events shall be deemed as force majeure events for connection losses, delays, etc. other various problems under this agreement. The Parties shall not be held responsible to each other under such circumstances. The major force majeure events are as follows, with the condition that their occurrence and disappearance are approved by an authority in charge: war, blockade, martial law, mobilization, terrorist actions, natural disasters (flood, lightning strike, earthquake etc.), fire, legislative changes that prove the services impossible to perform, strike, lockout. Provided any force majeure event occurs, the obligations under this Agreement shall be suspended until the event ceases.

In the event of a force majeure event lasts more than 30 days, the Parties may come together and negotiate continuation, suspension, termination or liquidation of the Agreement.

9.CONFIDENTIALITY

Each Party undertakes that it shall not at any time during this Agreement and after the termination of this Agreement disclose to any person any confidential information concerning the business, affairs, Products, Intellectual Property Rights, customers, clients or suppliers of the other Party or of any member of the group of companies to which the other Party belongs.

Each Party may disclose the other Party’s confidential information:

to those of its employees, officers, representatives or advisers who need to know such information for the purpose of carrying out the Party’s obligations under this Agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party’s confidential information comply with this Clause; and

as may be required by law, court order or any governmental or regulatory authority.

The User may disclose confidential information of DEVIX in respect of the Gurulize Application Platform and Services, to its customers/subcontractors in case such customers/subcontractors need such information to use the platform. The User shall in such case ensure that the customers/subcontractors to whom it discloses the Supplier’s confidential information comply with this clause

No Party shall use any other Party’s confidential information for any purpose other than to perform its obligations under this Agreement.

USER shall return all information, document and materials provided him without any necessity of claiming by DEVIX upon expiration or termination of the Agreement at latest 24 (twentyfour) hour as of the expiration without copying.

The Parties are obliged to indemnify any and all damage that may occur in the event of breach confidentiality provisions under this article by itself of its employee.

10.INTELLECTUAL PROPERTY RIGHTS

Financial and non-pecuniary rights of the platform, software, source codes regarding Gurulize Application Platform and services belong to DEVIX, and USER cannot act as if its own property. The content, ideas, etc. that the User performs on the Gurulize Application shall be owned by the User.

11.COPIES OF THE AGREEMENT AND APPENDIXES

This Agreement is drafted as one copy and the original copy shall be kept by DEVIX, the confirmed copy shall be kept by USER.

Documents demanded from USER (real person or legal entity) while signing this Agreement are listed below;

From legal entities such as limited companies, joint stock companies;

copy of tax certificate

copy of valid signature circular

copy of identity card of authorized person

From real person users;

copy of tax certificate

copy of valid signature statement

copy of identity card

These documents constitute appendixes of The Agreement. In the event of lack of sending or lack of documents, agreement shall not be valid, if there are rendered services, these may be suspended until these documents sent.

12.RIGHT OF WITHDRAWAL AND TERMINATION

In principle, all bundling is definite and right of withdrawal is not exist. DEVIX is entitled to terminate the Agreement by serving a written notification in the case receiving a complaint from any consumer, agency and institute with regard to using the Gurulize Application Platform. Accordingly, DEVIX is entitled to rule for a cancellation or suspension of the purchased package/bundle by the USER.

13.ASSIGNMENT OF THE AGREEMENT

The Parties cannot assign any right or obligation under this Agreement partly or as a whole without written consent of each other. DEVIX may assign this Agreement to his affiliates with an organic connection of 50% or above, without consent of the USER.

14.NOTIFICATION

Notifications, correspondence or other communications according to the Agreement shall be deemed duly received in case of delivering by hand, written to the address or number stated at the Agreement or sending fax and registered letter with return receipt. Also, these notification and correspondence shall be deemed received as of the delivery date. Daily correspondence may be delivered via e-mail. In the event of amendment of address and fax number stated under Agreement, this amendment shall be notified within latest 10 (ten) days otherwise final stated address or number shall be valid and binding.

15.REGULATION AND DISPUTE RESOLUTION

This Agreement shall be subject to and interpreted in accordance with laws of Estonia.

If disputes arising the Agreement cannot be settled within 30 (thirty) days as of the notification of the subject of conflict, Talinn / Estonia courts be solely authorized regarding any disputes arising the Agreement or disputes in relation with the Agreement.

Commercial books, registers and other records of DEVIX shall be exclusively valid, binding and conclusive evidence at any disputes arising the Agreement

16.TAX, CHARGE AND GENERAL EXPENSES

All taxes, duties, charges and funds occurred due to execution, fulfillment and enforcement of the Agreement shall be paid by the USER. USER shall be liable for all damage and cost of DEVIX by the reason of not paying in complete and in due time by USER and shall be paid these damage and cost in cash, lump sum and in advance.

17.AMENDMENTS AND SEVERABILITY

This Agreement may only be amended with written consensus to be signed by authorized representatives of the Parties.

In the event of invalidity, unlawful or unenforceable of any provision of this Agreement, other provisions shall not be affected. In such a case the Parties shall exercise due care for adding most suitable and valid provision instead of the invalid, unlawful or unenforceable provision with cooperation.

This Agreement is a framework contract. the Parties accept, declare and undertake that each form/agreement/protocol drafted as an annex shall be an integral part of the Agreement and basic provisions stated in this Agreement are sole and unchangeable.

18.LANGUAGE OF THE AGREEMENT AND VALIDITY

Language of the original version of this Agreement is English. This Agreement consisting of 18 (eighteen) articles constitutes one agreement, signed as one copy and by invalidating all prior written or verbal discussion, offer and commitment between the Parties executed at 9/11/2020 and approved as it is.

 

USER                                                                                              DEVIX