contract

Partnership contract & franchise contract

concluded between

Guru e.U., FN 458747D, Karl-Popper-Strasse 22, 1100 Vienna, Below as "IT-GURU" or - Below are franchisor -called, on the one hand and

to the Partner entrepreneur (PU) &- hereinafter referred to as franchisee

, on the other hand

Today, after booking online in the EDP-Guru shop, as follows:

PREAMBLE

The IT guru provides entrepreneurial & private user-specific IT & EDP services & products and deliveries to your customers via your digital platform. The PU operates a company in accordance with Appendix ./1. primarily for entrepreneur customers as well as private customers (= user of the platform). This contract regulates the provision of services from PU in cooperation with the IT guru as part of the EDP Guru platform. The parties therefore alternately emphasize their partnership access and should be the idea when interpreting the contract.

If the masculine personal pronouns are used here and below, this serves exclusively for a clear contractual language and easier readability.

Object of the contract

PU as an intermediary (Authorized EDV-Guru partner or Authorized EDV-Guru Retail partner)

The PU clears the right to offer its services in the PU shop (the respective location) on the one hand in given performance modules and, on the other hand, in general. With regard to the existing modules, reference is made to the system ./2 that forms an integrating component of this agreement. The performance modules can be changed and supplemented by mutual mutual agreement.

The IT guru undertakes to provide the service according to the determined modules for customers of the PU in accordance with the provisions of this agreement.

It should be noted that the respective contractual relationship subsequently comes about between the customer and the IT guru and that PU only takes up a broker role here. The IT guru has the right to reject the mandate in justified cases, such as in the event of a collision or other reasons for cultural law.

The IT guru will document its achievements for the customers of PU to PU, whereby the documentation must be taken into account when documenting the obligation to do the professional law. Ideally, the documentation should take place via the EDP guru platform, whereby IT-GURU will take into account the confidentiality obligation using suitable technical measures.

The IT guru owes a proper provision of services in accordance with its professional duties and, in the event of any demands, holds the PU maliciously and without complaint for its own services.

IT guru as the client for subliere

In certain cases in accordance with Appendix/2, the modules are designed in such a way that the PU provides the corresponding services as a subcontractor for the IT guru. Here the EDP guru acts as the sole contact person and contractual partner for the user.

In any case, the IT guru is entitled to use the PU logos free of charge for the entire duration of the partnership.
The PU agrees to grant advertising for the IT guru inside and outside in its shop (at the respective location), through different measures (stickers, displays and the like) to the necessary and acceptable extent.

Special status Authorized EDV-Guru Retail partner

The retail partner is entitled to new contractual partners (Authorized EDV-Guru Partner) to auction. For this purpose, the retail partner in order to administratively support the respective Authorized EDV-Guru Partner as a direct contact for the IT guru.
The aim of the retail partner is to offer the offers of the IT guru to the Authorized EDV-Guru Partner to convey content & administrative and thus optimize the sales process. In addition, mandatory periodic care, the partnership, is to be led to PU to enable a stronger bond with the IT guru and the retailer.

Contract duration

2.1 . The contractual relationship is concluded for an indefinite period. The PU orders the desired partnership contract free of charge via the platform-Authorized EDV-Guru Partner or Authorized EDV-Guru Retail partner. At the same time as the order confirmation, he receives a payment confirmation.

The IT guru examines the prerequisite of the PU partnership contract as a result and, if necessary, confirms by confirmation. Then the partnership agreement is accepted and applies. It is explicitly stated that the order confirmation is only understood as an invitation to make a thing. In the event of a negative examination of the bot, the contract will be canceled.

2.2. The contractual relationship can be terminated from both sides in compliance with a three -month notice period at the end of each quarter, without prejudice to already assumed obligations towards customers or third parties. An extraordinary right of termination for an important reason remains unaffected. An important reason is in any case an proven two -time breach of contract that continues despite the warning. An important reason is also a predominantly negative assessment of customers on the EDP-GURU platform or negative response from customers to EDP guru in a period of three months.

Fee

The IT guru does not pay a service fee to PU.

The EDP -GURU creates a proportionate credit statement (commission including VAT) once or at periodic intervals for the respective customer, based on this amount, on the basis of the PU, as long as a paid - no open invoices) is paid between the IT guru and the customer.

For handling and checking, the EDV guru admits the right to digitally record, evaluate and use the fee on or by the platform to digitally record, evaluate them.

The payment takes place within 14-21 days from the IT guru to the PU, from a minimum height of the total credits of 20 euros.

Invoice / information obligation

The IT guru undertakes to take an invoice to the user as an IT guru about the or indirectly done business degree with a user in connection with the platform directly or indirectly. The invoice has the type and scope of the service (module), the day or the period, on/in which the service was provided to the user and to contain the net and gross price offset against the user.

In the case of the subcoverring ratio in accordance with 1.2. If the IT-GURU puts its bill to the user, the PU receives the contractual commission fee in accordance with Appendix ./3. The billing itself takes place in the account procedure

Special status Authorized EDV-Guru Retail partner

In the case of the retail partner, the PU will be contracted by contracts of its "Authorized EDV-Guru Partner " received contractual commission fee in accordance with the system ./3. The billing itself takes place in the account procedure

Requirements / account

In order to enable the user to use or participate in the platform, the PU is obliged to register the user an account on the website of IT guru.

The registration of this account must be made with truthful, verifiable information. For account registration, EDP-GURU are certain personal data, such as name or company, commercial book number or the date of birth for natural persons not entered in the commercial register, address or business address, terms and conditions, UID number, GISA number, email address To announce the phone number. Optionally, the PU can provide further data. The PU has to ensure that its account data entered by the user is correct, complete and up to date.

The PU or user obtained by the PU confidentially with data from users and is obliged to keep his password or data from users secret. The PU is liable for damage caused by defective secrecy of the password by the PU or through an inadmissible transfer to third parties. Insofar as the user is handing over to the PU in mutual agreement.

A transfer to third parties for the use of the account is not permitted. Likewise, a assignment or transfer of this in this regard, of whatever kind, to third parties.

Availability

There is no entitlement to the availability of the service or the applications of IT guru. The PU is aware that there is no guarantee on the Internet to achieve its data. Such a guarantee is not adopted by IT guru in any way. IT guru is not liable for failures or for the non-availability of the platform, its services or applications, or their consequences. Under no circumstances is IT guru liable for supernatural influences, technical problems of third-party providers and other influences that are not in direct connection with the servers of IT guru.

Exclusion and restrictions on liability

Due to a lack of participation, IT guru is in no way liable for the business, their final or non-conclusion between the users and the PU, the respective transactions and their consequences, which are in direct or indirect connection from the participation in the platform or in contact with users Stood or stand out of the platform, enter or enter. IT-GURU does not guarantee whether the quality or suitability or especially creditworthiness of a single user, just as little as it is for the quality or suitability of the service / product of the PU. There is no guarantee of the safety of the shops handled between individual users and the PU.

IT guru ensures that if possible, the technical platform on the Internet is protected from unauthorized attacks ("hackers"). The PU notes that despite careful planning and technical execution, absolute protection is not possible on the Internet. EDP guru is only liable to the PU for intentional and grossly negligent violation of their contractual obligations in accordance with the following provisions. In any case, liability for slight negligence is excluded. Any liability of Desedv guru is limited to typically predictable damage to the PU. EDP guru is in no way liable for lost profit, consequential damage, indirect and indirect damage as well as pure financial damage of all kinds.

IT guru is not liable for the fact that certain successes or results can be achieved by using the service.

In the event of a link to another website, the IT guru assumes no liability for external content.

Violations / lock

In principle, all violations of this contract and any additional contractual terms are classified as violations. IT-GURU reserves the right of an immediate blocking in the event of a violation of these contractual provisions or against the legal situation on the part of the PU.

manipulation

Any intentional manipulation and/or deception to circumvent the control and protective mechanisms of IT guru lead to the immediate blocking of the account. IT guru is not liable for failure and consequential damage.

privacy

The contracting parties commit each other to comply with the relevant data protection regulations, in particular the GDPR and the DSG and keep mutually damaged and complain about.

The parties agree that their personal data, insofar as they are collected by you or third parties, are processed and stored for the purposes of contract implementation, marketing purposes or news, as long as statutory retention and documentation obligations, such as tax law obligations, require.

The parties have the right to request information, correction, deletion or restrictions on the processing of its stored data at any time; In addition, the right to revoke consent at any time, a right to object to the processing and the right to transfer your data to a position you want. By exercising one or more of these rights, the implementation of the object in question must not be made impossible or more difficult, nor may the statutory documentation and retention obligations be limited.

E-mails

With registration of an account on the website of IT-GURU, PU agrees to a certain mail traffic. This includes in particular emails from support and the system, but no spam. A classification of this email by the PU as a spam represents a violation of this agreement. The newsletter from EDV guru can be deactivated by the PU.

Other provisions

12.1. Changes, additions and/or side agreements to this contract require the written form. This also applies to a completely or partially amendment or lifting this written form requirement. Verbal collateral agreements do not exist.

12.2. The contract concluded according to these conditions remains binding in its other parts even if individual points are legally ineffectiveness. Ineffective provisions are to be replaced by the parties with effective ones that come close to the intended purpose as possible. The same applies in the case of a contract gap.

12.3. The PU must not transfer the rights and obligations resulting from the contract. Only authorized EDV-Guru Retail partners are allowed to conclude SUB OFFERS.

12.4. The PU can only offset against claims from IT guru or claim a right of retention if the PU's counterclaim is undisputed and final.

Applicable law and place of jurisdiction

The Austrian and Mongolian laws are only used for the legal relationship between EDP-guru and the PU as well as for these conditions.

For all disputes that arise from the legal relationship between IT guru and the PU, from the services offered or in the context of the same conditions, including questions about its validity, interpretation and enforceability, the factual court in Vienna is or Ulaanbaatar / Mongolia exclusively responsible.

In the event of disputes, both sides agree to use mediation, and ultimately an international arbitration court to avoid long processes.

Code of Conduct

EDP guru refers to the enclosed compliance guidelines or the EDP guru own code of conduct ./4. The PU confirms that it has accepted it in agreement and undertakes to adhere to it. A violation, on the other hand, is a serious violation of the contract.

System directory

Annex ./1 company PU

Appendix ./2 List of existing modules including module prices

Annex ./3 commission rates

Annex ./4 Code of Conduct

Annex ./1 - company PU

Your company data

Annex ./2 - module overview

To be removed from the online shop by arrangement (https://shop.edv-guru.com)

To be removed from the online shop after consultation (https://shop.edv-guru.mn)

Annex ./3 - commission rates

Authorized EDV-Guru Retail partner / Austria:

50% net from profit / one -time sale /

50% net from profit / subscription

Authorized EDV-Guru Retail partner / Mongolia /:

1/3 % net from profit / one -time sale

1/3 % net of profit / subscription

Annex ./4 - Code of Conduct

With the partnership agreement you agree to our code of conduct.

preamble

The following code of conduct serves as a guide for our company and its employees, but also for our business partners. It leads the values and principles that we feel connected to meet our responsibility in economic and social life.

Basic social values

We recognize the social values of the state of Austria and the European Union without reservation, such as general human dignity. We act against any kind of child labor or forced labor and commit to adequate working conditions (this means that we understand security, but also health protection at work, etc.). We refuse to discriminate against any discrimination and occur for equal treatment in entrepreneurship.

Commitment to the legal conformity - fair competition

We explain our absolutely commitment to European and Austrian laws, norms and regulations. We also feel committed to fair competition. We refrain from talking about prices, conditions and strategies with competitors, suppliers, other companies and dealers who hinder fair competition.

Forbidden gift acceptance / prevention of money laundering and corruption

We refuse to impose decision -makers in the political sector or in the competition. Our employees do not accept gifts, regardless of the kind. Any inadmissible benefit grant is reported without exception.

environmental Protection

We see the climate crisis as a big challenge. Protecting the environment is priority for us. Therefore, we undertake to deal with our resources gently.

Franchise

Preliminary remark

The franchisor operates an IT trade with an independent company.

[•] "Your desired company name - person"

1 Subject of the franchise

(1) Subject of the franchise relationship between the franchisor and the franchisee, the law granted in accordance with the subsequent provisions of this contract, the franchise infrastructure and the guidelines of the franchisor, to operate a sales and sales concept as part of the system described in the preamble.

(2) The range of goods belonging to the franchise & in particular the services that the main income to be expected are onhttps://shop.edv-guru.com/en/ (in English) listed. However, the franchisee is entitled to expand the range or to set individual products or product lines.

(3) The franchisee operates a legally independent company on its own account and with its own business risk.

2 Contract area

(1) The franchisee is granted the right to operate a franchise in the "Mongolia" area with a "general license" for the duration of this franchise contract and as part of the system described in the preliminary remark.

(2) The franchisor will not use any other general franchisee in this contract area, only in consultation with the franchisee, sub-franchise partners can be used contractually in different sub-areas.

(3) To change the contract area, the prior consent of both parties is required. A relocation of the business premises and an opening of other companies require the prior written consent of the franchisor.

(4) In the cases of Section 4 (5) of this contract, the franchisor can exceptionally change the contract area without the consent of the franchisee or use another franchisee. In this case, the franchisee is informed in writing by the franchisor.

(5) The franchisor is entitled to sell its products and services through other sales channels, in particular on the Internet. Sales via the Internet, also within the scope of the contract area, does not represent a violation of the agreed area protection.

3 duties of the franchisor

(1) The franchisor is obliged to grant the franchisee the rights specified in the preliminary remark and in § 1 of this contract.

(2) In addition, the franchisor will provide the franchisee the know -how required for the operation of the IT trade. In particular, the franchisor will support the franchisee with advice and information with regard to the commercial and organizational structure of the company. This includes general support during the planning and pre-opening phase of the franchise operation, the ongoing support during the opening and during the ongoing business operations.

(3) The franchisor provides the following services in particular (for 1 location / other SUB locations, the franchisee provides in a cost-oriented manner by the respective sub-partners):

- 1x virtual Windows machine (virtual workplace)

- 2x user / cloud memory (with corporate identity files, notes, and much more)

- Internal chat system

- 1x shop system Backend Access (statistics, Google Analytics etc.)

- Exchange / Office 365 Mail System (Office@edv-guru.mn, including Aliasase) including Word, PowerPoint, Excel, Access and Windows Licenses - as well as www.outlook.com

- 1x website main backend access (for the complete preliminary installed for translation.

- Indirect access to www.zapier.com and ifttt.com automation services

-There is also a web server / location Germany for the sale of services (especially ready for email and websites). Unbebrice Synology Cloud Server / Location in Switzerland for customers. DNS Admin Portal - for registration & administration of domains

- Teleprompter - Selfie - Tools

- News Archive - WordPress - Backend

- Access to all systems clearly on a website

(4) The franchisor is obliged to ensure well -founded basic training of the franchisee. The franchisor bears the costs for the basic training of the franchisee.

In addition, the franchisor will offer seminars and information events throughout the contract. The ongoing training courses are aligned with the respective needs within the franchise system. The franchisor is entitled to oblige the franchisee to participate in special events.

(5) If the franchisee is requested by the franchisor from the franchisor, the franchisor is legitimate to request an appropriate fee. The franchisor must inform the franchisee in advance.

(6) The franchisor will provide the franchisee the software required for the operation of the business operation and adapted to the franchise system.

(7) The franchisor is still obliged to always inform the franchisee about the development of the company, its competitors and the current market and to provide them with all the information and information that concerns the business relationship with its customers or suppliers.

One of the required information also includes that the franchisor informs the franchisee about planned operational measures and changes in good time, which could be important for his entrepreneurial dispositions, especially with regard to the exercise of his right of termination.

4 duties of the franchisee

(1) The franchisee is obliged to lead the operation at his own account and its own risk. He has to always identify his position as a franchisee. The franchisee must protect the interests of the franchisor and thus of the entire franchise system and to exercise and use the obligation and rights from the contract with the care of a ordinary merchant. The franchisor is obliged to consider all legal provisions and regulations relating to the operation of the franchisee.

(2) The franchisee is not entitled to represent the franchisor. In particular, he is not entitled to enter into liabilities on behalf of the franchisor.

(3) The franchisee will adhere to the franchisor's guidelines and do everything possible to maintain and promote the image of the franchise system. The franchisee has to refrain from doing any behavior in business transactions with customers or suppliers who could have a negative impact on the business, the franchise system or the franchisor or damage the reputation of the franchise system. Insofar as nothing else results from the provisions of the contract and the guidelines, the franchisee is released from instructions from the franchisor.

(4) The franchisee must hire the personnel required to keep his company. The selection of employees is only the responsibility of the franchisee. The franchisee must take care of the necessary training of his staff in accordance with the franchise system.

(5) The franchisee is obliged to achieve the minimum turnover agreed for each financial year in advance in its contract area. The minimum turnover for the first financial year is [•] EUR. For the further years, the franchisor and the franchisee will specify a new minimum turnover. The new setting must be carried out by two months before the end of the respective financial year. If no new minimum turnover is set, the previous minimum turnover for the following financial year continues. If the agreed minimum turnover is not achieved in two consecutive years, the franchisor is entitled to reduce the contract area, use another franchisee or to terminate the franchise contract without notice.

(6) The franchisee undertakes to take part in training measures that are offered by the franchisor. If the franchisee is prevented from participating, he has to send a representative. The costs for the training courses offered by the franchisor and the travel expenses to participate in the training are to be borne by the franchisee itself.

(7) A third party participation in the franchise system requires the consent of the franchisor.

(8) The franchisee is self -responsible for all necessary translation work from English to the Mongolian language to operate the franchise location in Mongolia.

5 franchise manual / franchise backend

(1) The franchisor provides the franchisee to operate the IT business during the contract period. In addition to the training and general support and advisory measures, the know-how is transferred to the franchisee, especially by handing over the franchise backend.

(2) The franchise handbook represents the entire franchise system, thus the guidelines and principles that the franchisee has to consider for the business process, the cooperation with the franchisor and with other franchise partners. Compliance with these guidelines, unless otherwise arisen from the individual regulations, is mandatory for the franchisee.

(3) The franchisor has the right to adapt the franchise manual of the dynamics and the requirements of the market. The franchisor must adequately take into account the interests of the franchisees. Changes must be made known to the franchisee in good time before entry into force.

(4) The franchisee explains that the franchise manual has been available to inspect him at least 2 weeks before the contract is concluded. The franchise manual takes place after the cancellation period has expired. The franchise handbook remains the property of the franchisor and must be returned when the contract is terminated.

6 goods reference & service reference

(1) The product range & services listed to https://shop.edv-guru.com/en/, the franchisee may only obtain from the franchisor or from one of the suppliers named by him. The franchisor is obliged to always hand over a current price list to the franchisee / see online shop.

(2) In addition, the franchisee is entitled to conduct diversification products that are not offered in the agreed range of goods. Only those that correspond to the general assortment policy and quality standards, as described in the franchise manual, may be managed as diversification products. For this reason, the consent of the franchisor is always required to conduct such products and services. The franchisor may only refuse approval for a legitimate reason.

(3) There is no price binding for the range of goods to be affected by franchisor. The franchisor will provide the franchisor to the franchisee on request a calculation aid for profit -oriented determination of the sales prices.

7 Advertising presence

(1) In cooperation, the franchisor makes advertising measures for the entire "Mongolia" area to 50% -50% divided costs with the franchisee. The continuous development of advertising concepts is the responsibility of the franchisor and franchisor. The franchisee is obliged to participate in national advertising measures by the franchisor and to offer and support the actions advertised thereby.

(2) The franchisee is entitled to design and operate its own advertising measures. The advertising measures developed by the franchisee must be compatible with the uniform occurrence of the franchise system and the applicable marketing concept. The content and type of the franchisee's own advertising measures require prior written consent of the franchisor.

8 property rights

(1) The maintenance and protection of the property rights belonging to the franchise system are responsible for the franchisor. This also applies in the case in which the attacks against the franchisee that affect such property rights.

(2) The franchisor reserves the right to further develop and improve rights to the franchisee. The franchisor will inform the franchisee via the respective state of development and will provide it in the form of an update or performance or contract adjustment.

9 control rights

(1) The franchisor is entitled to carry out controls to secure the quality standards and a uniform appearance of the franchise system. These can also be done in the context of unannounced visits. The franchisee is obliged to grant the franchisor access to all rooms of the franchise operation during his opening hours.

(2) The franchisor is entitled to request access to the bookkeeping of the franchisee.

(3) The franchisor of third parties may use his control rights. In particular, employees, auditors or tax consultants, as well as banks, are the third.

9 franchise fees

(1) The franchisee must pay an entry fee of EUR 100 plus VAT on the franchisor as a fee for the rights granted to him and services of the franchisor when setting up the system. The entry fee is due within a week after the contract is concluded. The entry fee is not reclaimed if the franchise contract is terminated or ended in any other way.

(2) The franchisee has a monthly franchise fee to the franchisee for the license given to him and to compensate for continuous services of the franchisor in the amount of 300 euros per month (from the contract, the franchise fee is exposed to EUR 0). to pay his net profit without VAT (third country / EU regulation). (In the case of sales by third parties or sales partners, the profit is each tiled - 1/3)

(3) The franchise fee is due at the start of the contract / day a month - each month.

(4) The franchisee has to pay a contribution to the advertising fund quarterly. This contribution is based on the total turnover in the respective quarter and is 10 percent of net sales.

(5) The net turnover is calculated from all sales of the franchisee actually achieved, including the sale of diversification products and the services provided.

10 competition bans

(1) The franchisee is prohibited from participating indirectly or directly in the contract duration during the duration of the contract that manufacture or sell goods or services that are the same or similar to those of the company. Furthermore, he is forbidden to participate directly or indirectly in the manufacture or sales of such goods and services as well as to promote or support such companies in any other way. This does not apply to such activities that are coordinated with the franchisor and benefit them in an entrepreneurial sense.

(2) The ban on competition applies to the contract area based on the contract based on four years after the end of the contract. Mandatory legal regulations for other competitive agreements are unaffected.

(3) In the case of culpable and more demonstrable violation against the above ban on competition, the franchisee must pay a contractual penalty of EUR 50,000 to the franchisor.

11 Contract duration and termination

(1) The franchise contract is received for a period of 5 years.

(2) The contractual relationship is automatically extended by another year, unless it is terminated by one of the parties.

(3) The contractual relationship can be terminated with a period of six months at the end of the calendar year, for the first time at five years.

(4) The contractual relationship can be terminated by any part for an important reason without compliance with a notice period. If the termination is made for a reason to be represented by the other part, it must compensate for the damage incurred by the termination of the contract.

(5) The termination requires the written form. The general provisions of the Civil Code apply to compliance with the deadline.

12 Legal consequences of the termination of the contract

(1) After completing the contract, the franchisee is prohibited from using the name, the brand and other property rights of the franchisor.

(2) The franchisee is obliged to hand over all the manuals, guidelines or instructions handed over to the franchisor at his own expense.

(3) The franchisee is obliged to pay all claims existing compared to the franchisor within a period of two weeks after the contract is terminated.

(4) The franchisor can request that the goods still exist in the existing franchisee. In this case, the franchisor will grant the franchisee to a corresponding compensation in money. This is based on the respective purchase price.

13 liability

(1) The franchisee leads the franchise operation at its own account and its own risk.

(2) As an independent merchant, the franchisee is liable for all claims and damage that is derived from his work in connection with the management of his company.

(3) The franchisee is obliged to take out insurance in order to avert damage to itself and the entire franchise system.

14 limitation period

The claims from this contract expire for both parts in twelve months from the knowledge of the beneficiary about the circumstances that is reasonable to claim, but at the latest after two years from the due date of the claim.

15 final provisions

(1) Rights and obligations from this agreement are not transferable to third parties.

(2) If a provision of this agreement should be ineffective, unenforceable or void, the effectiveness of the other provisions will not be affected. The parties undertake to replace the ineffective, impractical or void determination with an effective and feasible provision that comes closest to what the parties would have effectively agreed at the time of this agreement if they had known the ineffectiveness, improper or nullity. The same applies to a gap in this agreement.

(3) All changes and additions to this agreement, including this clause, require the written form. The requirement of the written form can only be dispensed with in writing.

(4) For all disputes that arise from the legal relationship between IT guru and the PU, from the services offered or in the context of the same conditions, including questions about its validity, interpretation and enforceability, the factual court is considered in Vienna Austria or Ulaanbaatar / Mongolia exclusively responsible.

In the event of disputes, both sides agree to use mediation, and ultimately an international arbitration court to avoid long processes.

Authorized Partnership with the EDV-Guru / Authorized Partner / Reseller / Franchise / MN