Agent Agreement On Transfer Service Provision

The present document is an official offer of of IT Travel LP (hereinafter referred to as “KiwiTaxi”) to make a contract on the terms and conditions stated below. The contract and appendices, being its integral part, are available on KiwiTaxi’s official website (http://kiwitaxi.ru, http://kiwitaxi.com) and in all cases given to the Agent for examination when booking and (or) sent to the Provider by e-mail or in any other communication form. In accordance with the law of the United Kingdom, this document is the offer.

The contract is made by accepting the offer by a person, responded thereto (hereinafter referred to as the “Agent”). The written form of the contract is considered to be respected pursuant to the laws of the United Kingdom.

Full and unconditional acceptance of the offer is the Agent’s fulfillment of any actions relating to execution of the terms and conditions of the contract, indicated in the offer, including service booking and (or) effecting full or partial payment under the contract.

The offer may be withdrawn by KiwiTaxi at any time before it is accepted.

Terms and definitions

The Principal is IT Travel LP with its principal office at Duke Str. 41 Edinburgh UK, EH6 8HH;

The Agent is a legal entity making a booking and delivery of transfer services to third parties.

The Passengers are individuals for whom the transfers are booked.

The Carrier is a company carrying out transfer of the passengers.

The Rules of service delivery (the Rules), the Service Level Agreement (the Level) are integral parts of the present contract establishing the rules and parameters of services delivery. The Rules and the Level may be signed by the parties or (at KiwiTaxi’s discretion) posted on KiwiTaxi’s website.

The present contract (the Contract) is the present contract as well as the Rules of service delivery and the Service Level Agreement being the integral parts hereof.

1. Subject of the Contract

1.1. The Agent shall, in its own name and on a fee basis, provide transfer services by the Principal’s order on the terms and conditions defined in this contract, the Rules of service delivery and the Service Level Agreement.

1.2. The Agent shall conduct the commercial activity on provision of transfer services in the conditions of full financial self-sufficiency. Reimbursement of the Agent’s expenses associated with the execution of the Principal’s order hereunder (including the expenses for telephone, facsimile, Internet communications, etc.) shall be made not on top, but within a fee payable to the Agent.

1.3. The Agent shall deliver transfer services in accordance with the Principal’s instructions contained herein and within the powers established hereby.

1.4. For the purposes hereof and request of the Client’s Agent, the Principal shall select the carrier, book (pre-order) the carrier’s transport means, approve the route from the pick-up point to the destination point with the carrier. The transfer services shall be rendered by the carriers. The Principal shall bear responsibility for performance of its obligations stated herein, however, it shall not bear responsibility for action (failure to act), fulfillment (improper fulfillment) and for any damage or harm done by the carriers.

2. Rights and Responsibilities of the Parties

2.1. The Principal shall:

2.1.1. put the description of the services provided on its web-site. The Agent shall study the information on the Principal’s website before booking is made.

2.1.2. implement on its website the transfer booking system which provides reservation of the services being rendered directly by the Carriers.

2.1.3. subject to respect of the terms and conditions hereof by the Agent, after transfer (deposit) of the monetary funds by the Agent, deliver the documents thereto needed for provision of transfer services to third parties. The documents shall be sent to the Agent’s e-mail and (or) put in the Agent’s personal account and considered as delivered from the moment it is sent/put.

2. 2. The Principal may:

2.2.1. replace services pursuant to the Rules of service delivery and the Service Level Agreement.

2.2.2. if Agent fails to fulfill any of the money obligations established hereby, unilaterally and without preliminary notification of the Agent, refuse to provide a booked transfer service and/or change its consumer properties and/or suspend provision of the service specified in a transfer request. Losses incurred by the Agent related to exercising rights by the Principal, provided by this clause, shall not be reimbursed by the Principal; responsibility towards the client for failure to fulfill obligations hereunder shall be borne by the Agent.

2.2.3. transfer its obligations hereunder to third parties, engage third parties to perform the Contract.

2.2.4. exercise any other rights provided by the Contract, the Rules of service delivery and the Service Level Agreement delivery.

2. 3. The Agent shall:

2.3.1. deliver the transfer services in the order and on the terms and conditions hereof.

2.3.2. deliver the transfer services at the price set by the Principal.

2.3.3. make a contract, meeting the requirements of the United Kingdom laws, with passengers in its own name and in the written form (including by using an e-mail or by putting the offer on the Agent’s website).

2.3.4. when making a contract with passengers, provide thereto all the necessary and reliable information relating to consumer properties and safety of the transfer services in the written form to the extent to meet the requirements of the laws.

2.3.5. fulfill Principal’s requirements relating to performance hereof.

2.3.6. deliver the transfer services only upon specification of the services, differences from description presented on the Principal’s website and notification of third parties thereof.

2.3.7. make a booking of transfer services, change and cancellation of transfer requests only in the written form via its personal account in accordance with the terms and conditions hereof.

2.3.8. transfer monetary funds in full to the Principal in accordance with stated terms and conditions hereof.

2.3.9. timely provide the documents needed for receiving the transfer services to the clients.

2.3.10. timely inform the clients of any changes made by the Principal or Carriers to the service.

2.3.11. provide all information needed for meeting the accounting requirements to the Principal. In case of failure to provide reliable information that entailed incorrect accounting statements, the Principal shall not be liable for failure to respect time frames for accounting statements and may refuse to further perform the Contract without compensation of the Agent’s expenses.

2.3.12. in case of change of the Agent’s business entity form, reorganization, change of the corporate body and/or persons authorized to take decisions required hereunder, emergence of legal successors which entire scope of rights and obligations or its part hereunder have passed to, changes in the economic status caused by the start of the bankruptcy procedure in relation to the Agent, and recognizing it as a bankrupt, change of bank details, including the location and/or its mailing addresses or the Agent’s banking establishment that supplies transaction and cash services, change of Agent’s bank accounts, TIN or replacing tax codes, as well as phone numbers and any other contact information needed for proper fulfillment hereof, the Agent shall within seven calendar days inform the Principal in writing of occurrence of any of the events listed therein.

2.3.13. obtain the passenger’s consent to personal data processing. By sending the passengers information, the Agent shall guarantee the availability of the aforesaid consent. The Agent shall unconditionally compensate the KiwiTaxi any expenses relating to non-availability of a written consent to passengers personal data processing, including but not limited to fines issued by regulatory agencies and payments in favor of tourists and other tourist product users against civil actions. The Agent shall provide the original written consent upon KiwiTaxi’s first request. The Agent shall entrust KiwiTaxi with personal data processing and bear responsibility to personal data subjects. KiwiTaxi shall maintain personal data in confidence and secure its safety when processing by determining security threat thereto. KiwiTaxi shall not be obliged to obtain personal data subjects’ consent to process their personal data.

2.4. The Agent may:

2.4.1. request and receive information defined in clause 2.1.1. hereof from the Principal.

2.4.2. receive an agency fee to be paid to the Agent subject to the full respect of the terms and conditions hereof by the latter in the amount stated in the appendix hereto.

3. Procedure of Booking and Transfer Services Delivery

3.1. The procedure of booking and services delivery shall be established by the Contract, the Rules of service delivery posted on Principal’s official website at http://kiwitaxi.com/partner/serviceterms_ta and the Service Level Agreement delivery available on the KiwiTaxi web site: http://kiwitaxi.com/partner/serviceterms_ta_inko

3.2. The Principal may receive requests and booking confirmations via the personal account on the Principal’s website using the electronic communication (in this case, the Agent’s e-mail address shall be deemed to be the equivalent handwritten signature) or by fax or by documents exchange using any other communication forms. The Agent’s e-mail address shall be deemed to be the equivalent handwritten signature.

3.3. The Rules of service delivery and the Service Level Agreement shall be the integral parts hereof. The Rules of service delivery and the Service Level Agreement may be changed by the Principal at any time, and the most recent version of the Rules and the Level shall be put on the Principal’s website and (or) in the Agent’s personal account. The Rules and the Level as well as any other documents may establish other terms and conditions as compared to ones contained herein – in this case, the terms and conditions contained in the Rules and the Level to the extent where they provide additional rights of the Principal or additional obligations of the Agent and where they do not worsen condition of the Agent as compared to the terms and conditions hereof shall apply.

3.4. By committing the actions relating to fulfillment of the Contract – including composing a request in the personal account – the Agent shall confirm its consent with the current version of the Rules and the Level.

3.5. Should the Agent cancels the transfer request confirmed by the Principal, the consequences provided by the provisions of the Contract, the Rules of service delivery and the Service Level Agreement shall ensue for the Agent.

4. Settlement and Payment Procedure. The Agent’s Report

4.1. The prices of transfer services indicated in the quotations and on the Principal’s website shall be informational and may be changed on a unilateral basis.

4.2. The price of transfer services on the Agent’s particular request shall be set in the confirmation submitted by the Principal and in the invoice for payment.

4.3. The balance currency is set automatically on the stage of registration, depending on the Agent's residency. The balance currency will be used in all transactions, financial operations.

4.4. All types of payments hereunder shall be made in the balance currency. The payments in any other currency shall be effected at the rate of the Central Bank of the Russian Federation on the payment date.

4.5. Settlements hereunder shall be made in the currency indicated in the Principal’s invoice.

4.6. Payment shall be made by bank transfer or any other methods defined by the Principal.

4.7. The Agent shall pay for the request confirmed by the Principal within the period stated in the confirmation or in the invoice, and, in the absence of such a period – within three banking days from issuing the confirmation or the invoice. Otherwise the request may be recognized as cancelled by the Agent, and the Principal shall be released from responsibility against any claims of the Agent or passengers. The date of payment for transfer services by bank transfer or by cash shall be the date when monetary funds arrive at the Principal’s bank account or cash register. And actions of banks or any other institutions impeded the Agent to meet the requirement of this clause shall not release it from responsibility. The risk of bank payments delay and exchange rate risk shall be assigned to the Agent. In any case, full payment for transfer services shall be made by the Agent not later than the date indicated in the invoice or confirmation by the Principal, and in case of absence of such a date – not later than 15 days prior to service delivery.

4.8. Fee payment shall be made not later than 20th day of a month following the reporting one, subject to the Agent’s provision of the scanned report within the established time limit, otherwise the payment shall be postponed to the following month.

4.9. The agency fee shall be the rate from the Principal’s income gained according to the Agent’s requests. The agency fee shall be paid to the Agent in the amount established by the Service Level Agreement and (or) in the Agent’s personal account or appendices hereto subject to the Agent’s timely provision of the report with indication of the bank details for payment. The agent’s fee shall be paid to the Agent subject to reaching the minimum payment amount (otherwise the payment will be postponed to the next month). The payment amount shall be set by the Service Level Agreement and (or) in the Agent’s personal account or appendices hereto.

4.10. The period for the chargeback in the cases stipulated by the Contract, the Rules and the Level shall be defined by the Service Level Agreement.

4.11. In case of indebtedness of the Agent before the Principal, the Principal may hold existing indebtedness from the monetary funds the Agent paid earlier. In this case, payment for transfer services made by the Agent in accordance with its current booking requests shall be correspondingly decreased (and also the amount for fully paid requests is decreased; in this case, they can be recognized as not paid).

4.12. The Principal is not a VAT payer and has no VAT number; the Agent shall charge and pay VAT of the agency fee amount on its own.

5.Terms of Cancellation

5.1. Cancellation of the order and (or) non-arrival of clients to the pick-up point shall entail penalty to be paid by the Agent to the Principal and (or) reimbursement of expenses in the amount defined in the booking confirmation and (or) in the Agent’s personal account and (or) established by the Rules of service delivery and the Service Level Agreement, and the written form of the penalty clause shall be considered as met.

5.2. The Principal’s losses and expenses shall be reimbursed by the Agent with the regard to the part not covered by the penalty. In any case, the Principal shall have the right to be compensated for services arrangement, which implies the following, including, but not limited to: payments effected by the Principal to the carrier as a fee for renting a car to make a transfer (insurance deposit, etc.); payments effected by the Principal to the carrier as reimbursement of the carrier’s expenses for departure to the pick-up point and back, bank charges paid by the Principal when transferring money, received from the Agent, to the carrier.

5.3. The Principal shall have the right (but not be obliged to) demand the original and (or) scanned cancellation application with the Agent’s signature therein.

6. Responsibilities of the Parties

6.1. For delay in fulfilling obligations, in addition to other consequences, the Agent shall pay the Principal a penalty at the rate of 0.5% of the amount due for each day of delay.

6.2. Application of measures to ensure fulfillment of the obligations shall be the right but not obligation of the Provider and carried out thereby at its sole discretion.

6.3. The sum in payment for penalty and reimbursement of the Principal’s losses may be retained by the Principal from monetary funds the Agent paid thereto against any invoices earlier. In case of insufficiency of the Agent’s monetary funds, the designated amount shall be paid within the time limit stated in the invoice additionally issued by the Principal, and in case of absence thereof – within 10 (ten) days from the date of occurrence of circumstances entailed the penalty.

6.4. The Agent shall bear responsibility to the Principal and third parties for failure to provide or provision of false information on the transfer services and their consumer properties, including the information indicated in the terms and conditions hereof.

6.5. The Agent shall bear responsibility for truth of the information concerning the passengers stated in the request and timely transfer of money to the Principal.

6.6. The Principal shall not bear responsibility to the passengers in case of the Agent’s improper fulfillment of the obligations, including failure to pay or partial payment, failure to provide the needed information and documents, as well as termination (including, actual one) of the activity and (or) frauds. The Principal shall have the right not to deliver services and (or) ensure services by third parties until all Agent’s requests are fully paid. In the said cases the responsibility to the clients shall be under the Agent.

6.7. The Principal hereunder shall not bear responsibility for actions of the carriers, including (but not limited to) in cases of failure to fulfill or improper fulfillment of obligations by the carriers, as well as in cases of life harm and bodily injury in a road traffic incident. The responsibility for life harm and bodily injury in case of a road traffic incident shall be governed within a framework of the responsibility and auto liability insurance (MTPL insurance and hull insurance policies) – on the RF territory, in accordance with the laws applied in such cases – on the territory of other countries.

6.8. The terms and procedure of compensation against claims shall be defined by the Rules of service delivery and the Service Level Agreement. The Principal’s liability cap (for compensation of losses) established hereby shall make up the compensation of the Agent’s actual loss amounting up to 200.00 Euro. The Principal shall under no circumstances bear responsibility for lost profit of the Agent.

7. Dispute Settlement Procedure

7.1. The Contract provides for the compulsory pre-court procedure for dispute settlement by means of presenting the claims and answers thereto.

7.2. A dispute shall be settled by exchanging written claims and answers thereto. The Agent may submit motivated written claims with the evidences attached thereto within 14 (fourteen) days after transfer services delivery. The Principal shall have the right to demand the original claims signed by an authorized person. In case of failure to submit the claims within 14 (fourteen) days, transfer services shall be considered as supplied in a proper manner and accepted by the Agent to the full extent. Upon expiration of the said period, the Agent’s claims regarding defects of services, including quantity (volume), price and quality, shall not be accepted.

7.3. Time period for claim consideration shall be defined by the Rules of service delivery and the Service Level Agreement.

7.4. Failure to comply with the compulsory claim procedure for dispute settlement may be the ground for dismissal of the Agent’s demands without consideration by the court.

7.5. If disagreements between the Agent and the Principal can not be settled through claim procedure, they shall be subject to settlement at the court at the location of the Principal with application of the law of the Principal location.

7.6. The procedure for dispute consideration may be changed and added by the Rules of service delivery and the Service Level Agreement.

8. Force Majeure

8.1. The Principal shall not be held liable for improper fulfillment or failure to fulfill its obligations hereunder if proper fulfillment has turned out to be impossible due to force majeure circumstances, i.e. extraordinary or unavoidable circumstances under the given conditions. The Principal shall without undue delay inform the Agent of occurrence of force majeure circumstances.

8.2. In case of force majeure occurrence, the Principal may return monetary funds to the Agent less costs actually incurred or apply other consequences stipulated by the Rules of service delivery or the Service Level Agreement.

9. Duration of Contract

9.1. The present contract shall come into force when signed in accordance with the procedure established hereby and remain in force without limit of time.

10. Contract Termination Terms

10.1. The present contract may be terminated on agreement of the parties with notification of the party prior 1 (one) month to the expected date of such termination. The Principal shall have the right to refuse to further fulfill the present contract on the additional grounds indicated herein.

10.2. If one or several provisions hereof conflict with the laws in force, these provisions shall lose their force and not entail invalidity or loss of effect of other provisions and the contract in whole.

11. Final clauses

11.1. Conclusion of the present contract shall cancel all prior agreements and contracts made with the Principal which subject is transfer services delivery.

11.2. The parties agree to acknowledge the correspondence via electronic communication to be sufficient for fulfilling the obligations hereunder.

11.3. The Agent’s e-mail address, login and password shall be considered to be the equivalent handwritten signature.

11.4. The Agent shall have no right to make sub-agency contracts for transfer services delivery without the Principal’s prior written approval.

11.5. The laws to be applied to the contract shall be the United Kingdom laws.

12. Company and bank details of the Principal:

IT Travel Limited Partnership

Location: Duke Str. 41 Edinburgh UK, EH6 8HH

Telephone: 8 800 200 3292

Account Information:

Incorporated Name: IT Travel

Beneficiary`s Bank “Reģionālā Investīciju banka” JSC

SWIFT code: RIBRLV22

Account #: LV55RIBR00202550N0000

CEO: Evgeny Fedorov