User Agreement

DOGOVOR

‍

Samokat d.o.o., Perekrostov Kyrylo, (hereinafter referred to as the Lead Partner or Service Provider)

‍

****** (hereinafter referred to as Partner 1)

******

‍

hereby conclude the following

‍

PROJECT AND BUSINESS COLLABORATION AGREEMENT

‍

Article 1

(Object of the Agreement)

‍

The contracting parties hereby conclude an agreement on a joint collaboration in the operations of the following company: Samokat d.o.o. The main activity of the Company is the rental of scooters in Slovenian cities.

‍

The contracting parties initially note that:

the Lead Partner is a company and registered for engaging in the business activities for which this agreement is being concluded (i.e. putting scooters into service);

‍

the Lead Partner hereunder is a tax resident of the Republic of Slovenia and Partner 1 is a tax resident of the following country: ****;

‍

the Lead Partner is in the possession of sufficient resources (human and material) for performing the aforementioned activity;

‍

the Lead Partner and Partner 1 note that there are no statutory, labour law or any other obstacles that would prevent them from performing the tasks hereunder;

‍

the Contracting Parties agree that the conclusion of this agreement between the Contracting Parties does not constitute an inclusion of Partner 1 into the organised work process of the Lead Partner as this agreement does not stipulate the performance of (continuous) work under the supervision of the Lead Partner;

‍

that there is a mutual interest in long-term scooter rental collaboration;

‍

that this agreement is being concluded for the purpose of regulating their rights and obligations and that the Lead Partner shall provide all material conditions for the performance of the services listed herein.

‍

The Contracting Parties agree that the concluded agreement is a profit (income)-sharing agreement as part of current turnover (the individual part of the transaction) agreements and that it is not a partial profit-sharing agreement (paragraph two of Article 534 of the Companies Act - ZGD-1).

‍

Article 2

(Responsibilities and Tasks of the Partners)

‍

The Lead Partner has the business idea and knowledge required to perform services that form part of the activities of the company (undertakings). The Lead Partner shall invest in scooters (optional purchase with its own resources, via leasing or loans), and perform the activity (putting the scooters into service), while Partner 1 is interested in investing its funds in this undertaking.

‍

The Contracting Parties hereby agree that persons with an employment or contractual relationship with the Lead Partner shall perform work hereunder for the Service Provider (Lead Partner). In the event of working needs, the Service Provider may also include additional persons into the work process related to its activity.

‍

Partner 1 shall invest its funds in the project. The investment shall not constitute neither a loan nor a capital contribution into the company of the Lead Partner. The received funds shall be used by the Lead Partner to finance the operation of the company (the rental of scooters, or, more specifically, investments in scooters). If the Lead Partner performs any other activities, it undertakes hereunder to keep internal accounts per field of its activity and establish the profit or loss per field of its activity.

‍

The Contracting Parties undertake hereunder, as part of realising the targets of the company, to act collectively. The tasks of the Contracting Parties shall be as follows:

‍

activities of the Lead Partner:

company management and investment-related decision-making;
financial management and corporate governance;
to keep accounts in compliance with Slovenian Accounting Standards;
to obtain all required permits for the operations of the company;
to regularly inform Partner 1 of the operations of the company (business reporting at least as at 30/6 and as at 31/12);
to provide for scooter repairs (facilitating their safe use), all at the expense of the Lead Partner;
to provide daily information on the scope of use of the scooter(s) deemed financed by the funds provided by Partner 1.

‍

Activities of Partner 1:

Provision of funds in a single (or several) operations amounting to: EUR 12000 for the purchase of 5 scooters X and 5 scooters X+. This shall be deemed the principal.

‍

Partner 1 shall hold access to all statistics for each scooter or scooter group in its personal application account where the profitability (the money made through that particular scooter) of the scooter or scooter group shall also be stated.

‍

By providing the aforementioned financial investment, Partner 1 shall be informed of the scooter or a larger number of scooters purchased by the Lead Partner therewith. By signing this Agreement, the Lead Partner undertakes not to sell or in any other way dispose of the respective scooter(s) for the entire duration of this agreement.

‍

It is indisputable between the Contracting Parties that the costs incurred by the Lead Partner shall be transparent based on market prices and shall be mutually made available to Partner 1 with the aim of high-quality and cost-effective performance of all transactions of the company.

‍

The Lead Partner shall not use the profit made from marketing a scooter (putting scooters into service) to cover any loss incurred by other projects of the company.

‍

Article 3

‍

The Contracting Parties hereby agree to the following shares in the joint performance of the project(s):

‍

The Lead Partner shall have company operating revenues and expenses. Expenses shall also include payments to Partner 1 (payments exceeding the principal). After the balance sheet profit is established, the company member of the Lead Partner may freely dispose thereof;

‍

Partner 1: shall receive 50% of the proceeds made from the use of scooter x (or a larger number of scooters) on the basis of a received invoice between 21/6/2023 and 21/6/2027. The proceeds shall constitute the total value excluding VAT. The calculated 50% of the proceeds shall also constitute the tax base on which VAT shall be levied by Partner 1 (if it also holds a Slovenian VAT ID number). If Partner 1 holds a foreign VAT ID number, it shall issue an invoice excluding VAT (transfer of the tax liability). If Partner 1 is a natural person, the amount belonging to Partner 1 subject to this indent shall constitute gross earnings on which the Lead Partner shall also levy the withholding tax in Slovenia.

‍

Earnings made from the use of the scooter shall be transferred between Day 1 and Day 5 of the current month for the preceding month to the personal application account.

‍

In compliance with this agreement, Partner 1 shall not be entitled to make a claim for the repayment of the principle but the financial effect for Partner 1 shall depend on the successful operation of the scooter (or scooters) purchased using the investment of Partner 1.

‍

Guarantee for Partner 1 shall be provided for in a way that, insofar the principal is not repaid within a period of three years following the conclusion of this Agreement, it shall be provided with one (or more) scooter(s) (financed by Partner 1).

‍

Article 4

(Awareness of Obligations)

‍

By signing this agreement, the Contracting Parties confirm that they are aware of and agree to the obligations arising from the operations hereunder. The Contracting Parties agree to fulfil their obligations hereunder in compliance with the provisions hereunder and that all the activities of the projects (transaction) shall be performed with all due care, skill and diligence in compliance with the provisions hereunder and the law.

‍

By signing this agreement, the Contracting Parties hereby authorise the Lead Partner to commence with the investment (the purchase of a scooter) and to manage the company by exercising due diligence. It is indisputable between the Contracting Parties that, following the receipt of money transfers from Partner 1, the Lead Partner shall regularly inform Partner 1 of the location of the scooter and the earnings made from its use (information system, etc.).

‍

The Lead Partner undertakes to consult Partner 1 if needed and to notify it of the course of the project. The Contracting Parties mutually undertake to provide each other with copies of substantive and financial reports.

‍

Article 5

(Data Confidentiality)

‍

The Contracting Parties agree that data, documentation, business information, other data and information arising from this agreement, the content of its agreement, any other data arising from this contractual relationship or any other performance of activities of either party in addition to any other data learnt or obtained by the Contracting Parties from one another during the implementation of this agreement and which are not generally known (hereinafter all of the above referred to as “Information”), shall constitute a business secret and shall be protected as confidential by both Contracting Parties for the entire duration of the agreement and for a period of 5 (five) years following the expiration of this agreement.

‍

The Contracting Parties shall not disclose the data referred to in paragraph of this article to any third natural person, company or any other entity without prior written consent of the other contracting party and shall limit the disclosure of Information solely to persons who urgently need the Information in the working process for the implementation of this agreement. Information shall be disclosed by providing for at least the same level of care or the most suitable level of care used to protect their confidential information of a similar nature in order to prevent any unauthorised disclosure of publication of Information. Each of the Contracting Parties shall immediately notify the other Contracting Party of any unwanted disclosure of Information, even if it has been called on to disclose any kind of confidential information by any state authority, court or any other entity, allowing the other Contracting Party to seek redress before the disclosure of Information.

‍

The Contracting Parties undertake to use the Information only as part of their mutual business collaboration and for the implementation of this agreement. The confidentiality protection obligation of the Contracting Parties shall include all information that the Contracting Parties know or are aware of the fact that they are treated by the other Contracting Party as a business secret. This obligation shall not include any information made available to the public without a breach of this agreement and any information obtained by the Contracting Parties from a third party without confidentiality restrictions.

‍

Each Contracting Party shall be liable for damages to the other Contracting Party for the damage incurred as a result of the breach of a business secret, namely for unauthorised dissemination of information, the further dissemination of data marked as a business secret and of all data and information for which the other Contracting Party could or should have known that they were deemed a business secret or that the unauthorised dissemination thereof could result in the incurrence of damage to the other Contracting Party.

‍

Upon the expiration of this agreement or at the request of the other Contracting Party, the Contracting Party shall provide the other Contracting Party with all documents, notes and other media containing Information of the other Contracting Party immediately.

‍

If personal data are processed as part of the provision of services hereunder and the data controller is the Lead Partner, Partner 1 undertakes to conclude a Personal Data Processing Agreement within thirty (30) following the Lead Partner’s request in compliance with the relevant Personal Data Protection Act and other regulations.

In the event of a breach of the provisions of this article, the Lead Partner shall hold the right to withdraw from this agreement with immediate effect, whereas Partner 1 shall pay a solidarity-based contractual penalty of EUR 5,000.00 per breach to the Lead Partner. If a greater damage than the agreed contractual penalty referred to in the preceding sentence is incurred as a result of a breach of any provisions of this article, the Lead Partner shall be entitled to the payment of the full compensation that may be claimed from Partner 1.

‍

Article 6

(Guarantee and Withdrawal from the Agreement)

‍

In the event of:

‍

cessation of the company of the Lead Company or the discontinuation of the activity related to the scooters purchased with the investment of Partner 1, the Lead Partner undertakes to settle all its obligations towards Partner 1, namely at least up to the amount of the invested funds of Partner 1 (the principal); insofar the Lead Partner finds itself unable to settle its obligations, its obligations shall be settled by a company member of the Lead Partner.

‍

withdrawal from the transaction by Partner 1, the Lead Partner shall have no obligations towards Partner 1. In such a case, Partner 1 may, in agreement with the Lead Partner, propose the entry of another partner, whereby the mutual financial obligations between Partner 1 and the new partner shall be settled separately by Partner 1 and the new partner.

‍

Article 7

(Inability to fulfil contractual obligations as a result of a force majeure)

‍

Neither Contracting Party shall be held liable for any delay in the fulfilment of its contractual obligations if it has been caused by external reasons beyond their control – a force majeure (such as a natural disaster, an operating ban or war). All events outside of the sphere of the Contracting Parties whose occurrence or effect could not have been expected, avoided or deterred shall be deemed a force majeure. In the event of disturbed operations of either Contracting Party caused by a force majeure, it shall notify the other Contracting Parties thereof within 24 hours after learning of the force majeure or as soon as possible, in addition to stating the causes and providing proof of the force majeure. Failing to do so, its occurrence may not be claimed. If the force majeure lasts for more than a month, either Contracting Party may withdraw from the agreement.

‍

In the event of withdrawal from the agreement, it shall be made in writing via registered mail and listing the consequences of the withdrawal.

‍

Article 8

(Duration of the Agreement and Applicable Law)

‍

The duration of the agreement shall be bound by the period for which it has been concluded (a period of minimum 3 years). During the contractual relationship, the Contracting Parties shall realistically assess the usefulness of any given scooter and also the option of its safe use following this period. Rights and obligations not expressly regulated herein shall be governed by Slovenian Law and shall be subject to the application of the provisions of the Code of Obligations and the Companies Act.

‍

Any amendments hereto shall require the written form. Neither Contracting Party may transfer the agreement to a third party without the prior written consent of the other Contracting Party. The Service Provider may engage sub-contractors (its employees or external contractors) to perform its obligations.

‍

Unless otherwise specified herein, all correspondence referring to the implementation, amendments to or expiration of the agreement shall be sent by the Contracting Parties to their business addresses (or e-mail addresses) or the addresses listed herein. The Contracting Parties agree that any letter shall be deemed served on the recipient on the day the latter signs its service or, in any case, after the expiration of 15 days following the first service attempt.

‍

Article 9

(Resolution of Disputes)

‍

The Contracting Parties shall seek to resolve any disputes and misunderstandings related to the implementation hereof amicably. Where a dispute arises, it shall fall under the jurisdiction of the court in Maribor.

‍

Article 10

(Validity of the Agreement)

‍

This agreement shall be concluded in Slovenian and English. In the event of an interpretation of the agreement, the Slovenian version shall be deemed the authentic interpretation.

‍

This agreement shall enter into force on the date it is duly signed by both Contracting Parties. This agreement has been drawn up in two counterparts, one counterpart for each contracting party.

‍

Lead Partner:

Samokat d.o.o.,

Authorised person: Perekrostov Kyrylo

‍

Date and place of signature:

Maeibor, 21.6.2023

Partner 1:

*****

Date and place of signature:

‍