DennyTips

COMMERCIAL REPRESENTATION AGREEMENT

DennyPay, UAB, legal entity code 304887823, located at Ulonų st. 5, represented by director Robert Virpša, operating according to the Company's articles of association (hereinafter - DennyPay or Agent), and EmployeeFullName, personal identification number PersonalCode, tel. no. EmployeePhone, email: EmployeeEmail, settlement bank account number - EmployeeIban (hereinafter - the Representative), hereinafter together DennyPay and the Representative are referred to as "Parties", and each individually as a "Party". The parties have agreed and entered into this commercial agency agreement, hereinafter referred to as the Agreement, on the above date. CompanyName, legal entity code CompanyCode, located at CompanyAddress, is also informed about this contract. , director GeneralManagerNaudininkas, acting according to the Company's statutes, (hereinafter - the institution). By signing this Agreement,
the institution confirms that the Representative has an employment relationship with her and the Institution agrees, pursuant to a separate agreement with DennyPay, to ensure the storage of the necessary equipment for tip collection on the premises of the institution and the proper distribution of the collected tips.

Given that:
• The representative works in the institution and wishes to receive tips from the Clients into the bank account;
• DennyPay operates the tool DennyTips for the efficient collection of tips from the establishment's customers (hereinafter referred to as DennyTips).

The parties have agreed:

1. Subject matter of the contract
1. With this Agreement, the Parties undertake to cooperate with each other and fulfill other duties specified in the Agreement, with the common goal of helping Employees to receive, and the Institution's Clients to leave, non-cash tips for Employees.
2. The Parties confirm that they understand that the relationship between the Parties will be as follows:
1. The agent provides the establishment with equipment for the collection of tips;
2. Customers, using the equipment provided by the Agent, can transfer the selected amount of money as tips to the Employees of the establishment;
3. the establishment can see at any time in the DennyTips app how many tips have been left by Customers during the current month;
4. An employee must log into the DennyTips app with their personal logins in order to find out how many tips have been left by Customers, as well as to initiate a tip payout;
5. The agent and the institution sign a commercial representation agreement with each Employee of the institution;
6. At the end of the calendar month, by the 5th (fifth) calendar day of the following month, the institution provides the Agent with a list of the institution's Employees, which indicates how much of the total amount of tips is allocated to each Employee;
7. To withdraw tips, an employee must log into their personal account on the DennyTips app and initiate the payment of tips;
8. The Agent, no later than within 3 (three) working days from the tip payment initiated by the Employee, transfers to the Employee the tip amount specified by the institution, deducting from this amount:
1. Only in Lithuania the amount of 15 (fifteen) percent, which is allocated to the state budget for the payment of personal income tax (hereinafter - GPM) for the Employee of the institution who received tips through DennyTips;
2. An amount of EUR 0.2 (twenty euro cents), which is allocated to compensate the Agent's commission and bank transfer fees;
3. If the tip was collected through a bank terminal, 5% will be deducted as an Agent's commission at the time of leaving the tip.

2. By concluding this Agreement, the Representative confirms that he understands and agrees that:
1. The Agent signs commercial representation contracts and represents not only the Representative, but also all other employees of the institution who wish to be represented when collecting tips, as well as employees of any other institutions;
2. tips left by customers of the institution will be accumulated in the general account of the institution opened in the name of DennyPay;
3. In order to see the amount of tips accumulated or to withdraw tips, the Representative must log in to his personal account in the DennyTips system;
4. the institution will summarize in the DennyTips system, and the Agent will process the following data of the Representative: name, surname, settlement bank account number, personal identification number, phone number, e-mail address, Representative's group, description, photo. The representative confirms that he has familiarized himself with the Agent's privacy policy and is aware of how the Agent processes his personal data and what rights he has.

3. Exclusive rights
1. The Agent does not have the exclusive right to collect tips on behalf of the Representative - i.e. i.e.
2. The representative may collect/receive tips from the establishment's customers in other ways.

4. The agent undertakes to:
1. For an additional fee Provide the establishment with the necessary equipment for tip collection;
2. Provide the establishment with access to a DennyTips account where the person in charge of the establishment will be able to see how many tips have been collected;
3. Provide the facility with functionality that will allow for the distribution of collectively collected tips to employees, including the Representative;
4. Accumulate tips left by Customers with the specified amount of tips for the Representative in a separate account opened in his name;
5. No later than within 3 (three) working days from the payment of tips initiated by the Representative, deduct the amount of 15 (fifteen) percent, which is allocated to the payment of GMP and 0.2 EUR (twenty euro cents) of the Agent's commission, and transfer the remaining tip amount To the representative to the settlement bank account specified by him;
6. Submit VMI data on the amount paid to the Representative and transfer 15 percent. from the amount paid to VMI as GPM;
7. Sign contracts or other documents on behalf of the Representative with Customers or other third parties necessary for collecting tips using DennyTips;
8. Properly fulfill other obligations stipulated in the Agreement;
9. In the performance of this Agreement, the Agent has the right to enter into a commercial representation agreement with third parties, if the written consent of the Representative is given.

5. The representative undertakes:
1. Provide the Agent with documents and information necessary for the fulfillment of his obligations;
2. Immediately notify the Agent of the termination of the employment relationship with the institution;
3. to pay the Agent the amount specified in the Agreement according to the procedure established in the Agreement;
4. Adequately fulfill other obligations provided for in the Agreement and the rules for using the DennyTips system.

6. Agent's salary and its payment procedure:
1. The Agent is paid a commission fee of EUR 0.2 (twenty euro cents) from each tip payout initiated by the Representative;
2. The Agent deducts the commission from the amount due to the Representative and transfers it to his own checking account, and the Representative only receives the amount of tips collected by him, after deducting the commission and income taxes fees (in Lithuania).
3. If the tip was collected through a bank terminal, 7.5% will be deducted as an Agent's commission at the time of leaving the tip.

7. Non-compete
1. The Parties confirm that, due to the specifics of the Parties' relationship, non-competition clauses are not relevant and agree that the Agent is not subject to a non-competition ban.

8. Confidentiality
1. The representative undertakes not to disclose confidential information to any third parties, except for the institution and its employees, during the conclusion and execution of the Agreement and after the Agreement ends without the prior written consent of the Agent, and also not to create conditions for confidential information to be intentionally or unintentionally disclosed, transferred or otherwise transferred to third parties.
2. Confidential information is any information expressed in any way (written, verbal, electronic or visual) that the Agent transmits during the conclusion and performance of the Agreement and which is related to the Agent's business, including, but not limited to, trade secrets; information related to the rights and obligations of the Parties; this Agreement, its part or copies and other information related to the Agreement.
3. Confidential Information under this Agreement shall not be information that is generally public except when it has become public as a result of a breach of this Agreement; information that was already known to the Representative before the disclosure of the information; information that is required to be disclosed by legislation or any competent authority; information that must be disclosed in order to properly fulfill the obligations provided for in the Agreement; as well as information that is not considered confidential according to the written agreement of the Parties.

9. Validity and termination of the contract
1. This agreement comes into force from the moment of its conclusion and is valid for 1 year, but no longer than until the end of the Representative's employment relationship with the institution.
2. The contract can be extended by written agreement of the Parties.
3. The Agreement may be terminated at the initiative of any of the Parties, after notifying the other Party 5 (five) working days in advance.
4. The contract may be terminated if the institution withdraws its consent at the institution, on the day following the date of the institution's notification to the Agent.
5. The Party may terminate the Agreement without complying with the Agreement 9.3. of the terms set out in point, if the Agreement is terminated due to a fundamental breach of the Agreement committed by the other Party.

10. Final Provisions
1. All notices are deemed to have been duly served on the other Party if they are delivered to the Parties or their representatives by signature or sent by e-mail to the addresses specified in this Agreement.
2. The parties undertake to notify in advance of changes in their address, name or bank account details.
3. Any changes or additions to this Agreement must be made in writing and must be signed by all Parties or representatives of the Parties in the prescribed manner.
4. This Agreement and all rights and obligations arising from this Agreement are subject to the laws of the Republic of Lithuania. The contract is concluded and must be interpreted in accordance with the law of the Republic of Lithuania.
5. The parties agree that all disputes, claims, and disagreements related to this Agreement or arising from its execution, violation, termination, or invalidity shall be resolved through negotiations. If an agreement cannot be reached through negotiations, disputes are resolved in Lithuanian courts in accordance with the laws of the Republic of Lithuania.
6. The contract is signed after the Representative and the institution confirm it by checking the link received by e-mail (or in another equivalent way). The Parties agree that the Agreement approved in this way is considered signed with an electronic signature and is equated to transactions concluded in written form and has the same legal consequences as written documents approved by the signatures of the Parties.