For Agency Commission Services
Update date: 16/5/2022
This Agreement, in which one party, STEP LINK PLATFORM INC, a tax resident of Canada with the address at 290 N Queen St Suite 224, Etobicoke, ON, M9C 5H5, Canada (hereinafter referred to as the Agent), on the one hand, and any the person or legal entity who accepted this offer (hereinafter referred to as the Principal), on the other hand, hereinafter together - the Parties, and each separately - the Party, entered into this Agreement (hereinafter referred to as the Agreement), addressed to an unlimited number of persons, which is an official public offer of the Agent, to conclude an Agreement with any Principal on the provision of services in agency commission services.
If the Principal does not agree with the terms of the Agreement, he is not entitled to enter into this Agreement, and also does not have the right to use the services under this Agreement.
When ordering and paying for the services of the Agent, the Principal accepts the terms of this Agreement as follows.
1.Subject of the Agreement
1.1. This Agreement is concluded by providing the Principal's full and unconditional consent to conclude the Agreement in full, without signing a written copy of the Agreement by the Parties.
1.2. Any of the following actions is considered acceptance of this Agreement: the fact of registration of the Principal on the website of the Agent and submission of the order of the Agent’s services on the Website; payment for the Agent’s services on the terms and in the manner determined by this Agreement; written (including in electronic form by means of e-mail) notification of the Agent about the acceptance of the terms of this Agreement to the e-mail address indicated on the Website.
1.3. By concluding this agreement, the Principal automatically agrees with the full and unconditional acceptance of the provisions of this Agreement, prices for services and all annexes that are integral parts of the Agreement.
1.4. In accordance with the terms of this agreement the Agent undertakes to perform on its own behalf, but in favor and at the expense of the Principal legal and other actions in order to make deals with third parties for the purchase and/or sale of various products (hereinafter referred to as the Goods) as instructed by the Principal.
The assortment, brand of the purchased and/or sold Goods, volumes of commodity flows, prices, terms of purchase/sale of the Goods and other terms of deals shall be agreed by the Parties additionally in the Principal’s instructions to the Agent.
1.5. Under an agreement concluded by the Agent with third parties on its own behalf but in favor and at the expense of the Principal, the Principal acquires rights and becomes obligated, even if the Principal was not named in such agreements or did not enter into direct relations with third parties to fulfill such agreement.
2. Obligations of the Parties
2.1. In accordance with the subject of the Agreement, the Agent has obligations:
2.1.1. to protect commercial, financial and other interests of the Principal;
2.1.2. to conclude on its own behalf contracts for the purchase/sale of the Goods if the nature of the deal implies signing of a written contract by involved parties of the purchase/sale;
2.1.3. to strictly adhere to the instructions of the Principal regarding the terms of deals and their settlement;
2.1.4. to immediately inform the Principal about changes in terms of deals or about circumstances affecting their execution.
2.1.5. to provide the Principal with reports on the execution of this Agreement with the necessary evidence of the expenses incurred by the Agent within the reasonable term;
2.1.6. to assist the Principal with negotiations with third parties and participate in negotiating the terms of deals.
2.1.7. to objectively inform the Principal about the service and conditions of their provision on the Website.
2.2. In accordance with the subject of the Agreement, the Principal has obligations:
2.2.1. to get acquainted with the information about the services that are posted on the Agent’s Website;
2.2.2. to clearly and timely inform the Agent about the requirements regarding conditions to perform legal and other actions and conditions for making deals by sending instructions;
2.2.3. to immediately give instructions to the Agent on the procedure for executing deals in the event of a change in the conditions for their execution or the emergence of circumstances affecting their execution;
2.2.4. to provide the Agent with the necessary funds for the purchase of the Goods;
2.2.5. to accept the reports submitted by the Agent;
2.2.6. to timely and fully pay the Agent’s remuneration, the amount of which shall be agreed by the Parties additionally, as well as the expenses incurred by the Agent in connection with the execution of the Principal's instructions;
2.2.7. to find ways to improve work together with the Agent.
3. The order of work
3.1. The Principal shall send to the Agent instructions for making deals with third parties for the purchase or sale of the Goods, indicating all the necessary conditions of the deal. After receiving from the Principal instructions and funds/goods required to make deals with third parties the Agent shall start fulfilling the Principal's order immediately.
The instruction may be given by the Principal by using the Website, postal, telegraph, teletype, telephone, electronic, facsimile and other communications.
3.2. The Agent is not responsible for the content and veracity of the information provided by the Principal when placing the instruction. The Principal is responsible for the accuracy of the information specified when placing the instruction.
3.3. The functions of the Website are combined into service plans. The price of each plan is determined by the Agent and noted on the corresponding page of the Website. The price of the order is determined by the Agent’s choice of the appropriate plan and the period of service in this plan.
3.4. After completing the order, the Agent shall send to the Principal a purchase/sale completion report, indicating all the conditions and amounts of the purchased/sold Goods, as well as documents confirming the incurred expenses.
3.5. The purchase/sale completion reports shall be compiled and sent to the Principal within 10 calendar days following the results of execution of the order or before the 10th day of the month following the reporting one.
3.6. If there are any objections to the reports, the Principal shall inform the Agent about them within 10 calendar days from the date of receiving the report. In the absence of objections from the Principal within the specified period, the report shall be considered accepted and approved.
4. The order of payments
4.1. The Agent's remuneration shall be paid following the results of the Principal's approval of the report on the execution of its order.
The amount of the remuneration shall be agreed by the parties additionally by a separate order of the Principal and (or) concluding an additional agreement to this Agreement about the procedure and conditions (amount) of the agency remuneration, or, in the absence of an objection from the Agent, it may be established by the Principal and reported to the Agent in its instructions.
Settlements with the Agent shall be made by wire bank transfers.
4.2. The right to receive (pay) remuneration based on the results of the executed order arises for the Agent after the approval of the report by the Principal within the time period agreed by the Parties.
4.3. The Principal undertakes to reimburse the Agent for all necessary expenses for organizing the transportation of the Goods by rail and other transport, for organizing the storage of the Goods, as well as other expenses incurred by the Agent when fulfilling the order of the Principal.
5. Responsibility of the Parties
5.1. For non-fulfillment or improper fulfillment of their obligations under this Agreement, the parties are liable in accordance with the current legislation of Ontario, Canada.
5.2. The Party that violates its obligations under this Agreement shall immediately eliminate such violation or take measures to eliminate its consequences.
5.3. In the event of losses due to improper performance of this Agreement, the guilty party shall be liable in the amount of the caused damage.
5.4. All disputes under this agreement shall be resolved through negotiations.
5.5. If the Parties fail to resolve their disputes under this Agreement or in connection with it through negotiations, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules.
6. Force majeure
6.1. In the event of the impossibility of full or partial fulfillment of obligations by any of the Parties under this Agreement because of fire, natural disasters, accidents, war, military operations of any nature, blockade, strike, prohibition and restrictions on import-export operations, orders and prohibitions of state bodies or other circumstances beyond the control of the Parties, the deadline for execution shall be postponed in proportion to the time during which such circumstances will last.
6.2. The Party that is unable to fulfill the obligations under this agreement due to the named force majeure circumstances shall notify the other party within 5 calendar days after their occurrence about their nature, the expected duration and termination date.
7. Final provisions
7.1. The Agreement is public and perpetual and is valid until terminated by either of the Parties in the manner prescribed by this Agreement or the current legislation of Canada, but in any case, until its final execution by the Parties.
7.2. This Agreement may be terminated within 30 days after the provision of a written notice by one of the Parties when the other party fails to fulfill its obligations under the Agreement.
7.3. The Agreement shall be considered terminated after reaching a full settlement between the Principal and the Agent.
7.4. Each Party guarantees the other Party that it has the necessary legal capacity, as well as all the rights and powers necessary and sufficient to conclude and implement this Agreement in accordance with its terms