Public Offer Agreement

For Partner Programme Users
This Agreement (hereinafter, the Agreement), which constitutes a public offer, is signed by and between the Limited Liability Company ‘FAST PAYMENT PROCESSING COMPANY’ acting on the basis of its Charter (hereinafter, the Principal) and a legal entity or individual that filled out the registration form (hereinafter, the Partner), collectively referred to as the Parties. The Parties have agreed as follows:

1. Terms and Definitions

1.1. The Parties acknowledge that the following terms and definitions shall be used to describe the legal relations arising out of this Agreement:
‘Acceptance’ means a full and unconditional acceptance of the Offer confirmed by registration on the Website and acceptance of the Partner Programme.

‘Client’ means a legal entity / self-employed person / sole trader who has signed an agreement for the provision of the Principal’s services.

‘Partner’ (Partner Programme member) means a legal entity or a sole trader who, acting in line with the laws of the Russian Federation, has accepted the terms and conditions of this Offer.

‘User Account’ means registration in the Principal’s computer system, when the data submitted by a registered legal entity or an individual, as well as their registration name are recorded, and relevant user rights in this system are assigned.

‘Website’ means a set of software solutions and other information owned by the Principal, which is accessible online at https://vepay.online/en/.

‘Service’ means all services provided by the Principal to the Client via relevant software on the website at https://vepay.online/en/.

‘System’ means a software solution integrated with the web pages owned by the Principal, developed and used by the Principal to render relevant services.

‘Password’ means any code created by the Partner in the System to gain access to their User Account, activate and manage a specific service offered by the Principal, and/or activate, authorise, execute, confirm or complete a payment transaction.

‘Partner’s Personal Account’ is a personalised section on the Website created for each Partner by the Principal and used for authorisation, verification and financial settlements with the Partners.

‘Offer’ means this document published on the Principal’s Website.

‘Partner Programme’ means a programme which suggests that the Principal shall pay the Partner a relevant fee in exchange for engaging new Clients.

‘Earnings Account’ means the Partner’s account in the Principal’s System which automatically saves statistical information regarding the Partner’s remuneration for participation in the Partner Programme.

‘Promotional Materials’ mean graphic images (banners) or text messages posted in the Partner’s Personal Account and provided by the Principal.

‘Remuneration’ means the Partner’s earnings for engaging new Clients, payable in accordance with the Remuneration Calculation and Payment Rules.

‘Personal Data’ means any information related to the Partner disclosed during registration or subsequently added to the Partner’s Personal Account.

‘Remuneration Calculation and Payment Rules’ mean regulations which set forth the terms and conditions for the Partners’ remuneration. If the Partner successfully meets all terms and conditions, relevant remuneration shall be credited to their User Account and subsequently paid by the Principal.

‘Partner Authentication’ means verification of the Partner’s identity completed in accordance with the procedure described in the System.

‘Spam’ means commercial and other promotional materials or other types of messages sent to persons who have not expressed their interest in receiving such information.

‘Partner ID’ means a unique identification number assigned to the Partner following their registration in the Partner Programme

2. Acceptance of the Offer

2.1. Any person who has accepted this Offer shall be regarded as the Partner who has confirmed their agreement to be bound by contractual obligations with the Principal in line with the terms and conditions set out below.

2.2. Pursuant to Article 438 of the Civil Code of the Russian Federation, in order to confirm the acceptance of this Offer, the Partner must read and understand the terms and conditions set forth herein and then agree to this Offer. The Partner can agree to this Offer by clicking on the hypertext element which reads “I have read and understood the terms and conditions of the Offer and fully agree with them” during activation/registration in the Partner Programme. This shall be deemed as sufficient proof of their acceptance of the Offer.

2.3. By accepting this Offer, the Partner agrees to comply with all its terms and conditions without reservations.

3. Subject of the Agreement

3.1 The Principal shall set up a Partner Programme (hereinafter, the Programme) designed for Clients who use its services. In the framework of this Programme, the Partner undertakes to engage new Clients as requested by the Principal and at the latter’s expense. The Partner is not entitled to act on behalf of the Principal.

4. Programme Terms and Conditions and Relevant Procedure

4.1. Upon completing their registration on the Website, the Partner shall be assigned a User Account and granted access to their Personal Account which features information about the balance on their Earnings Account and new Clients brought in by the Partner.

4.2. When the Partner confirms their participation in the Programme, they will be assigned a unique Partner ID.

4.3. Promotional Materials, which can be used on the resources owned by the Partner, will be uploaded to the Personal Account.

4.4. Unless otherwise specifically agreed by the Parties, Promotional Materials may not be used for marketing any other websites (resources) except for the Principal’s Website. These materials cannot be shared with any third parties. The Partner may not change, modify or transform the Promotional Materials without the Principal’s consent. 

4.5. Once a new Client places an order requesting the Principal’s services and successfully completes the payment, the details of the new order, the Partner’s Remuneration amount and payment date will appear in the Personal Account.

4.6. The funds shall be credited to the Partner’s Earnings Account within 30 calendar days after that.

4.7. The Principal is entitled to involve third parties in the fulfilment of its obligations set forth herein and use services/works offered by third parties to ensure the provision of the Services specified in this Agreement.

4.8. The Principal is the sole owner of all the information published on the Service website, including, but not limited to, software, copyright-protected graphic images, and information components. The Partners are not allowed to copy or distribute this information under any circumstances.

5. Remuneration Calculation and Payment Rules

5.1. The Partner’s Remuneration shall be added to their Earnings Account.

5.2. The Remuneration shall be calculated in Russian roubles.

5.3. The Partner’s Remuneration Amount:
0.05% of the monthly volume of every Client engaged by the Partner (for volumes up to 2.5 million roubles)
0.1% of the monthly volume of every Client engaged by the Partner (for volumes between 2.5 and 5 million roubles)
0.15% of the monthly volume of every Client engaged by the Partner (for volumes between 5 and 15 million roubles)
0.2% of the monthly volume of every Client engaged by the Partner (for volumes 15 million roubles and more)

If the Client is engaged under the standard Principal pricing terms published on the website at https://vepay.online/en.
If the Client is engaged under custom pricing terms, the Partner’s remuneration shall also be determined individually but in proportion to the Client’s custom package.

5.4. The Partner shall be entitled to the Remuneration provided that they engage at least one new unique Client per month who signs an agreement for the provision of the Principal’s services.

5.5. If the Partner fails to engage new Clients for three months, the Principal shall discontinue the Remuneration payments to the Partner.

5.6. The Partner’s Remuneration shall be credited to the Partner’s Earnings Account once a month.

5.7. The Partner may use their Personal Account to transfer their Remuneration to their credit/debit card or bank account or top up their mobile phone (MTS, Beeline, MegaFon, Tele2), provided that they have at least 500 roubles on their Earnings Account.

5.8. These payments by the Principal to the Partner shall be processed within three (3) business days.

6. Rights and Obligations of the Parties

6.1. The Parties agree to act in strict adherence with the Russian legislation and refrain from any fraudulent actions or actions that may be regarded as such, both in their mutual relations and in relation to other Clients.

6.2. The Principal agrees to:

6.2.1. Credit the Partner’s Earnings Account in accordance with the Remuneration Calculation and Payment Rules.

6.2.2. Transfer funds to the Partner in accordance with the Remuneration Calculation and Payment Rules.

6.2.3. Provide the Partner with consultations regarding all questions the Partner may have in connection with their business relations with the Principal. Such consultations will be available via the Service technical support system and/or by email.

6.2.4. Refrain from disclosing the Partner’s Personal Data to third parties unless such disclosure is essential for ensuring proper provision of the Services.

6.2.5. Maintain the Website and all its sections related to the Partner’s Personal Account functionality in good order.

6.3. The Principal is entitled to:

6.3.1. Request that the Partner confirm their Personal Data by passing the Client Authentication.

6.3.2. Discontinue the provision of services to the Partner and block their User Account in case of any violations of the terms of this Agreement on behalf of the Partner.

6.3.3. Delay the payment of the Remuneration to the Partner for up to ninety (90) calendar days in case of any disputes between the Principal and the Partner’s Client or, alternatively, for a period of time needed to successfully complete the Partner Authentication.

6.3.4. Refuse to pay the Remuneration to the Partner in case of any violations of the terms and conditions set out herein.

6.3.5. Cancel the Partner’s membership in the Programme if the Principal has reasons to suspect any violations of the terms and conditions of this Agreement on behalf of the Partner. In order to cancel the Partner’s membership, the Principal shall send a unilateral and unconditional notice to the Partner without resorting to court proceedings (this notice can be served by email). The Partner’s membership shall be deemed as discontinued once such notice has been sent to the Partner’s address.

6.3.6. Unilaterally change the terms and conditions of this Agreement, including pricing and terms and conditions related to payments for the Partner’s services. In this case, the Principal shall notify the Partner about such changes via the Website no later than five days prior to the effective date of the new pricing terms.

6.4. The Principal shall not be held liable for:

6.4.1. Any technical issues related to the visual display of the Principal’s promotional elements or information on the Partner’s Website.

6.4.2. Any inconsistencies related to the payments under the Partner Programme caused by any reason for which the Partner is responsible.

6.4.3. Any loss of profit incurred by the Partner in relation to participation in the Partner Programme.

6.4.4. Any other losses incurred by the Partner as a result of participation in the Partner Programme, both directly and indirectly.

6.5. The Partner agrees to:

6.5.1. Comply with the terms and conditions set forth herein.

6.5.2. Refrain from any action aimed at one of the following in one way or another:
Gaining unauthorised access to the resources of the Service Website
Causing disruptions in the work of the Service’s software and hardware
Gaining access to confidential information related to other Clients
Sending out spam
Posting and distributing information which contravenes the current legislation

6.5.3. Refrain from using any kind of fraud or deception to engage new Clients as set out in the legislation of the Russian Federation.

6.5.4. Refrain from publishing or transmitting online any information which may defame the Principal, as well as from actions that may cause reputational damage to the Principal.

6.5.5. Be liable (and hold the Principal harmless) for the content posted on their web resource / website, including any violations related to the current legislation of various countries, copyright and related rights of third parties, trademark rights, and legislation governing promotion and competition. The Partner shall also hold the Principal harmless from any liability and any claims of third parties which may arise in connection with the performance of this Agreement by the Partner.

6.5.6. New clients engaged by the Partner are not allowed to follow the partnership link and register with the Service on the same device which the Partner uses to sign into their User Account.


6.5.7. Provide accurate information when getting registered in the Partner Programme.

6.5.8. Timely report to the Principal all changes in the Partner’s status, Personal Data, and other data within five (5) business days from the date of occurrence. Otherwise, the Principal shall not be held liable for any losses and other consequences related to the untimely delivery of the accurate information.

6.5.9. The Partner shall be responsible for paying all taxes and making other payments stipulated by the Tax Code of the Russian Federation. The Principal shall not be held liable for any of the Partner’s actions related to their failure to fulfil relevant tax obligations.

6.5.10. The Partner hereby unconditionally acknowledges that all new Clients engaged by the Partner shall be deemed as the Company’s Clients.

6.6. In no event may the Partner disclose to third parties the terms of this Offer, the amount of Remuneration, as well as any information about new Clients engaged for the Principal.

6.7. The Partner is not allowed to:

6.7.1. Post any information about the Principal on any website which is considered illegal in accordance with the legislation of the Russian Federation.

6.7.2. Use special technologies which may affect the statistics and Remuneration of the Partner.

6.7.3. Offer services on behalf of the Principal and its Website.

6.7.4. Use similar design and service names which may be misleading for website users.

6.7.5. Use any content posted on the Principal’s Website to promote products offered by its competitors.

6.7.6. Use promotional materials on the Partner’s website which contravene the current legislation of the Russian Federation or international laws.

6.7.7. Place fake orders, which will not be paid, by using automatic solutions (software or scripts) or third parties receiving a reward for generating fake orders.

6.8. The Partner is entitled to:

6.8.1. Require proper provision of the Services by the Principal in accordance with the Offer.

6.8.2. Receive information about the Partner’s Earnings Account.

6.8.3. Use their own funds and resources to carry out their own advertising and marketing campaigns aimed at engaging new Clients.

6.8.4. Have the Partner Remuneration transferred to their Earnings Account in accordance with the Remuneration Calculation and Payment Rules.

6.8.5. Unilaterally terminate this Agreement by notifying the Principal in advance. A notice sent by email thirty (30) calendar days prior to the termination date shall be deemed sufficient to cancel this Agreement.

7. Confidentiality and Data Protection

7.1. The Parties agree to keep confidential all technical and commercial information about each other (except for the information published in the public domain, which became known to the Parties in the course of performance of this Agreement) and refrain from disclosing it to third parties without written consent of the other Party or its authorised representatives.

7.2. The Partner gives their consent to their Personal Data processing by the Principal for the purposes of service provision to the Client and fulfilment of other obligations of the Principal in accordance with this Agreement. The Parties hereby warrant the security of the Personal Data received in the course of performance of this Agreement. The Personal Data shall only be used to the extent required for the performance of this Agreement. The aforementioned data may not be disclosed to third parties without the consent of the data subject, except as otherwise set out in laws or this Agreement.

7.3. If the User Account Password or other Passwords are lost by the Partner or become known to third parties through no fault of the Partner or the Principal, or, alternatively, if the Partner’s User Account has been compromised or may be compromised, the Partner shall immediately (no later than within one (1) calendar day) inform the Principal about such occurrence by phone or by email as indicated on the Principal’s Website.

7.4. The Principal draws the Partner’s attention to the fact that the Partner’s email associated with the User Account shall be used by the Principal to communicate with the Partner and/or perform Authentication; therefore, the email account and relevant login information must be properly stored by the Partner. The Partner bears full responsibility for ensuring secure connection to their email account and other electronic means they may use, as well as for the security of relevant Passwords. Passwords are deemed as confidential information, and the Partner shall bear full responsibility for disclosing them, as well as for all operations performed after logging into their User Account or other payment instrument. The Principal recommends that the Partner should memorise all their Passwords instead of writing them down and refrain from entering Passwords into any electronic means which may cause this information to become available to third parties.

7.5. The Principal is entitled to disclose all important information about the Partner and their activities to law enforcement authorities and other government agencies if this is required by law. The Principal may also do so in order to identify possible violations of this Agreement or relevant legal acts on behalf of the Partner.


7.6. The Partner hereby allows the Principal to take all necessary measures required to establish the Partner’s identity and verify other data provided by the Partner, including, but not limited to, submitting relevant requests to third parties. In this case, the Principal may act on its own or through a third party.

8. Force Majeure Circumstances

8.1. The Parties shall not be held liable for partial or complete failure to perform their obligations under the Agreement if this failure is caused by force majeure circumstances which have arisen after signing the Agreement due to emergencies that the Parties was unable to foresee or prevent by any reasonable efforts.

8.2. The term ‘force majeure’ refers to any event that lies beyond reasonable control of a Party and cannot occur through the fault of this Party but can prevent it from fulfilling the obligations set out herein, including wars, uprisings, strikes, earthquakes, floods, fires, severe weather conditions or other natural disasters, government decrees, orders (resolutions) of state authorities and officials, and laws and other regulations which have been adopted by competent authorities after the acceptance of this Agreement. The list of force majeure circumstances also includes the actions of state or local government authorities and administrative bodies or their representatives which prevent the fulfilment of the terms and conditions of this Agreement, as well as other unforeseen events, including, but not limited to, failures in the urban power grid, technical issues related to relay nodes in the internet network, and other possible disruptions in the data transmission networks which cannot be controlled by the Parties.

8.3. If any force majeure circumstances prevent the Parties from fulfilling their obligations under this Agreement, the Parties shall be granted a grace period to meet their obligations. The length of such grace period shall be proportionate to the duration of force majeure, including the time required to mitigate relevant effects, but cannot exceed sixty (60) calendar days.

8.4. If the force majeure circumstances continue for more than sixty (60) calendar days, or if both Parties agree that force majeure is most likely to continue beyond that period of time, the Parties shall discuss alternative methods of performance of this Agreement or its termination without compensation for losses.

9. Messages and Notifications

9.1. The Parties unconditionally agree that all correspondence, messages and notifications delivered to email accounts specified in the Parties’ details shall be considered as properly served to the addressee.

9.2. The Parties must check their email boxes for new messages in a timely manner.

10. Term of the Agreement, Its Amendment and Termination

10.1. This Agreement shall become effective immediately after the acceptance of the Offer by the Partner and their registration in the system.

10.2. This Agreement shall be valid for one calendar year.

10.3. The term of this Agreement shall be extended for one more calendar year on the same terms and conditions unless one of the Parties requests its termination thirty (30) calendar days prior to the expected date of termination. There is no limit as to the number of such extensions.

10.4. The Principal reserves the right to change the terms and conditions of this Agreement at any time and at its sole discretion.
 All amendments to this Agreement shall become effective immediately after their publication on the Website.

10.5. Termination (expiration) of this Agreement shall entail the cancellation of the Parties’ obligations hereunder but shall not release the Parties from their liability for any violations committed during the performance of this Agreement.

10.6. Either Party may terminate this Agreement unilaterally at any time by notifying the other Party to that effect in advance.
 A notice sent by email thirty (30) calendar days prior to the termination date shall be deemed sufficient to cancel this Agreement.

10.7. Termination (expiration) of this Agreement shall entail the cancellation of the Parties’ obligations hereunder but shall not release the Parties from their liability for any violations committed during the performance of this Agreement.

10.8. If the Partner’s participation in the Partner Programme is cancelled and/or the Partner’s Agreement is terminated, the Partner must remove all texts and graphic objects downloaded from the Principal’s website from their online resource.

11. The Principal’s Bank Details

Limited Liability Company ‘FAST PAYMENT PROCESSING COMPANY’
OGRN: 1197746592482
ОКАТО: 45293566000
OKPO: 41679392
INN: 7728487400
KPP: 772801001
PAYMENT INFORMATION:
Tochka Branch of Public Joint-Stock Company ‘Bank Otkritie Financial Corporation’
Current account: 40701810801500000482
Corr. account 30101810845250000999
BIK: 044525999
17 Butlerova St, Office 80, Moscow 117342
+7 499 954 8495
http://vepay.online/en
Email: info@vepay.online
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