PARCIAL 20 2 July 2020, questions and answers PDF

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ChatSim S.r.l. Piazza Luigi di Savoia, 22, Milano 20124, Italy www.chatsim.com

ChatSim Authorized Reseller conditions By and between Company name

ChatSim S.r.l.

Legal address

Piazza Luigi di Savoia no. 22, 20129 - Milan, Italy

Legal representative

Manuel Zanella

Shipping address

Piazza Luigi di Savoia no. 22, 20129 - Milan, Italy

Email

[email protected]

hereinafter referred to as “ChatSim” and Company name Legal address

Khurram & son's house no 7 block no 5

Shipping address

nudrat saleem house no 7 block no 5 Dera ghazi khan pakistan

Email

[email protected]

Legal representative

hereinafter referred to as “Reseller”. The Reseller intends to purchase from ChatSim products and services under the ChatSim brand (hereinafter the “Products”) of which ChatSim is the owner and to sell them in the territory of: Country / Countries

Pakistan,Philippines,UAE

It is hereby agreed: 1. Obligations of ChatSim: ChatSim undertakes to grant the Reseller the non-exclusive right to sell the products in above mentioned territory for a period of 3 (three) years since the date of signature of the present agreement; Pay the Reseller the commissions accrued on the sale of ChatSim products and services in accordance with Economic terms to this Agreement; Supply the SIM cards for sale in accordance with Economic terms to this Agreement. 2. Obligations of the Reseller: Pay the purchase orders in advance; ChatSim has the right to withdraw the distribution rights if the Reseller do not order the minimum quantities specified in the Economic terms. Allow ChatSim to publish the contact details of the Reseller on the website www.ChatSim.com, under the page “Store locator”; Do not sell the product on any Amazon.com marketplace as Amazon is a distribution channel managed exclusively by ChatSim. 3. Supply of Products: ChatSim shall do everything possible to meet the agreed delivery dates for the supply of the Products but in no event shall be liable for any loss, damages, claims, and/or direct, indirect or consequential damages (including lost profits and loss of goodwill) or other losses incurred by the Reseller due to non-supply of the Products or failure to supply these by the set deadline; ChatSim reserves the right to deactivate the SIM cards supplied to the Reseller not activated within 3 years since the date of delivery; ChatSim reserves the right to modify or terminate the supply of the Products; The costs of delivery of advertising material and the stock of ChatSim cards shall be borne entirely by the Reseller. 4. Terms of Sale: If the transport is booked and managed by ChatSim. The risk of loss or damage related to deliveries of the Products shall be transferred to the Reseller by the time when Carrier hands over the Products to the Reseller. 5. Exclusive rights of ChatSim: The Reseller shall not use the trademarks, trade names, patents or logo of ChatSim without the prior written consent of ChatSim. All trade secrets, commercial uses, copyrights, patents, operating practices and procedures, goodwill, and any other tangible or intangible asset, present or future, are the exclusive property of ChatSim and shall remain as such.

ChatSim s.r.l. All Rights Reserved.

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ChatSim S.r.l. Piazza Luigi di Savoia, 22, Milano 20124, Italy www.chatsim.com

6. Confidentiality: The Reseller agrees not to disclose any information relating to the Products, the transactions or methods of performance of the services of ChatSim unless such information is requested by judicial authorities or in the case of information in the public domain (not arising from acts, shortcomings or omissions of the Reseller or its employees, representatives or agents). The Reseller also undertakes not to disclose customer data and information, except to the customer and to fulfill obligations and instructions set out by ChatSim in terms of privacy and protection of personal data for the entire duration of this Agreement. 7. Changes in ChatSim procedures: ChatSim reserves the right to modify at its discretion billing, prices, carrier procedures and any other procedure contained in this Agreement. The Reseller shall be notified of changes, and of any direct consequence to its obligations or those of ChatSim; this communication will be incorporated in the text of this Agreement and will become an integral part thereof, save the right of the Reseller to terminate the amended Agreement. 8. Term, Withdrawal and Resolution: This Agreement shall come into force from the date of signature and shall remain in place until one of the parties give notice of termination to the other by written notice of at least 2 (two) months; This Agreement may be terminated by either party upon written notice to the other if: The other Party violates the terms or conditions in this Agreement and fails to remedy (where the remedy is possible) within one month from the notice of the other Party indicating the exact nature of the breach and the request to remedy it; In the case of voluntary or compulsory liquidation; in the case of submittal to bankruptcy procedures; ChatSim may immediately terminate this Agreement by giving written notice to the Reseller if the conduct or activities of the Reseller are deemed by ChatSim as to be detrimental to its business and/or to the sale and/or the marketing of the Products; In the event of termination of this Agreement for any causes the Reseller shall to immediately and definitively stop any use of the trademark and logo ChatSim in any manner and form. Therefore, the Reseller shall remove the ChatSim fundamental trademark and logo from any tangible and non tangible material in your possession, as well as stopping any use of the trademark and logo ChatSim from any web application, including social networks such as Facebook, Facebook fan pages, Twitter, Instagram and others. Should the Reseller continue using the trademark and logo ChatSim in any form and manner all Products in its possession will be instantly disabled by ChatSim. 9. Limitation of Liability: Although ChatSim's undertakes to supply the Products in line with industry standards, the quality of service offered to customers may vary based on the quality of the connection, for which ChatSim is not liable. Any and all liability of ChatSim vis-à-vis the Reseller and/or third parties is expressly excluded for any direct, indirect, incidental or consequential loss or for any damage arising from the Agreement or from the fulfillment or failure to fulfill the obligations hereunder, if any claims are raised under this Agreement, criminal law or other legal theories. 10. Contractual Relations: In the execution of this Agreement, the Reseller shall act as an independent contractor and not as an employee or agent of ChatSim. The Reseller agrees not to undertake any obligations of any kind, either express or implied, on behalf of ChatSim and not to bind or commit ChatSim in any way. 11. Force Majeure: Neither Party shall be liable to the other for any delay or non-performance of its obligations (except payment obligations) if it is caused by events or circumstances to be considered beyond the reasonable control of the Parties. The aforementioned delay or failure shall not constitute a breach of the provisions of this Agreement and the time for performance shall be extended for a period equivalent to that during which the performance has not been possible. In any case, either Party shall have the right to terminate this Agreement, should the event of force majeure last for a continuous period of more than three (3) months. 12. Assignment of Contract: The Reseller is not entitled to assign this Agreement or any rights rising from it without the prior written authorization by ChatSim. 13. Amendments: Changes to this Agreement shall take effect only if made in writing. 14. Communications: Any communication, ratification, request, approval, or instruction in accordance with this Agreement shall be in writing and be considered validly effected upon receipt of certified email, facsimile, or registered letter duly addressed to the above mentioned postal and email addresses. 15. Governing law and jurisdiction: This agreement shall be interpreted and governed by the laws in force in Italy. The Parties agree to recognize the exclusive jurisdiction of the Court of Vicenza, Italy. If any provision of this Agreement or a part of it prove to be invalid, illegal or unenforceable, the remaining provisions shall not be considered as affected in terms of validity, legality and enforceability, provided that the purpose of the Agreement does not substantially fail.

ChatSim s.r.l. All Rights Reserved.

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ChatSim S.r.l. Piazza Luigi di Savoia, 22, Milano 20124, Italy www.chatsim.com

Economic terms

Minimum purchase order: 50 SIM cards

ChatSim Unlimited Code

Public price (USD)

Discount

Reseller Price (USD)

SIM card preloaded with chat plan for 1 year

CH01UN01

$ 25.00

- 50%

$ 12.50

Recharge voucher 2000 multimedia credits

CH01UN02

$ 20.00

- 30%

$ 14.00

Recharge voucher 5000 multimedia credits

CH01UN03

$ 50.00

- 30%

$ 35.00

Recharge voucher 10000 multimedia credits

CH01UN04

$ 100.00

- 30%

$ 70.00

Recharge voucher chat plan renewal for 1 year

CH01UN05

$ 25.00

- 50%

$ 12.50

Product

Reseller signature for acceptance of the present conditions

Name and Surname Date

Nudrat Saleem 14/03/2020

ChatSim s.r.l. All Rights Reserved.

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