gro.now client referral rules

1. Document Status and Scope of Application

1.1. These Rules do not constitute a public offer and do not create an obligation for the Company to enter into an agreement with any person who contacts the Company or reviews these Rules.

1.2. These Rules apply exclusively to persons who have entered into a written Referral Agreement (hereinafter – the "Referral Agreement") with the Company and only within the term and conditions of such agreement.

1.3. The Company reserves the right, at its sole discretion, to refuse any person the conclusion of a Referral Agreement without stating the reasons, unless otherwise required by mandatory provisions of law.

1.4. These Rules apply to a specific Referral Agreement in the revision posted on the Company's official website in the legal information section at: https://www.gro.now/legal, and indicated as being in effect on the date the corresponding legal relationship between the Company and the Referrer arises, unless otherwise expressly provided by the Referral Agreement.

1.5. All previous revisions of the Rules shall be stored by the Company in an archive located in the same legal information section at the specified address, indicating their effective and expiration dates.

1.6. In the event of a contradiction (conflict) between the provisions of these Rules and the terms of a specific Referral Agreement, these Rules shall prevail.

2. Terms and Definitions

2.1. Company – "Pwron" LLP, BIN 241040012133, address: Republic of Kazakhstan, Almaty, Bostandyk district, Satpayev St., 90/54, apt. 5, index 050000; e-mail: t@gro.now; website: https://gro.now/.

2.2. Referrer – a person (individual, individual entrepreneur, or self-employed person - payer of the Unified Aggregate Payment [ESP]), who has entered into a Referral Agreement with the Company and carries out referral activities by sending recommendations of potential customers to the Company.

2.3. Product – access to the gro.now platform and/or other services/licenses/tools provided by the Company.

2.4. Lead – a potential customer/buyer of the Product (typically a legal entity or individual entrepreneur) introduced by the Referrer to the Company.

2.5. Recommendation – a message from the Company’s Partner regarding a Lead, sent via agreed Communication Channels and containing the minimum information required under clause 4.2.

2.6. Valid Recommendation – a Recommendation that meets the requirements of these Rules and has been accepted by the Company in accordance with clause 4.4.

2.7. Client – a Lead that simultaneously meets all of the following criteria:

• a) is not an existing customer of the Company on the date the Recommendation is received;
• b) is not in active negotiations with the Company prior to the date the Recommendation is received (according to the Company's data/CRM);
• c) has not been previously properly introduced by another Referrer of the Company;
• d) has purchased the Product within 6 months from the date the Company accepted the Valid Recommendation;
• e) the Company has received actual payment for the Product from such Lead.

2.8. Remuneration (Referral Fee) – the referral commission of the Partner, calculated according to the Rules and the Individual Terms of the Referral Agreement.

3. Roles and Limitations of Authority

3.1. The Referrer acts in their own name. The Referrer is not a representative/agent of the Company and is not authorized to:

• a) enter into transactions on behalf of the Company;
• b) promise functionality/results/deadlines/prices on behalf of the Company;
• c) represent themselves as an employee/representative of the Company.

3.2. The Company independently determines commercial terms and makes the decision whether or not to enter into a transaction with a Lead.

4. Interaction Channels and Lead Transfer Procedure

4.1. Communication channels (e-mail/messenger) are established in the Referral Agreement.

4.2. A Recommendation is sent in free form and must contain at least:

• a) the Lead's name (company name);
• b) the name and title of the contact person;
• c) contact details (phone and/or e-mail and/or messenger);
• d) a brief description of needs/requirements;
• e) other data upon reasonable request of the Company.

4.3. The Company is entitled to request clarifications/additional information. Until sufficient data is received, the Company may decline to accept the Recommendation.

4.4. Acceptance of a Recommendation. A Recommendation is considered "Valid" only after confirmation by the Company via Communication Channels (a message stating "Lead accepted" or similar). The 6-month attribution window (see Section 5 below) begins from the date of acceptance.

4.5. Invalid Recommendation. The Company reserves the right to refuse the acceptance of a Recommendation (and the Remuneration for it) if:

• a) mandatory information is missing;
• b) there is no legal basis for the transfer of personal data (see Section 8);
• c) the Lead does not meet the Client criteria (see clause 2.7);
• d) signs of anti-fraud violations are identified (see Section 9).

5. Attribution and Channel Conflict

5.1. If the same Lead/Client is referred by multiple partners/channels, the Client is attributed to the Referrer who first sent the Valid Recommendation accepted by the Company.

5.2. Priority is determined by the time of receipt/acceptance and the Company's records (CRM/logs/correspondence), unless the Referrer provides comparable evidence to the contrary.

6. Remuneration: Base, Period, and Calculation

6.1. The model, rate, and list of Products included in the calculation are fixed in the Referral Agreement (Individual Terms).

6.2. Modification of Individual Terms:

• 6.2.1. The Company is entitled to unilaterally change the Individual Terms with a specific Referrer (including, but not limited to: the procedure for calculating and paying remuneration, applicable parameters, restrictions, and other conditions) by sending a corresponding notification to the Referrer via agreed communication channels.
• 6.2.2. Changes take effect from the date specified in the Company's notice, but no earlier than the date it was sent to the Referrer.
• 6.2.3. Changes apply exclusively to the relationship with the Referrer to whom the notice was sent and do not affect the terms of interaction with other referrers.
• 6.2.4. Unless otherwise expressly stated in the notice, changes apply to recommendations and/or transactions carried out after the date such changes take effect.
• 6.2.5. Continued referral activity after changes take effect constitutes the Referrer's consent to the modified terms.

7. Payment Disputes and Remuneration Adjustments

7.1. Adjustment of the Remuneration Base. In the event of a refund to the Client (full or partial), a chargeback, or a payment dispute resulting in the Company losing the received payment (hereinafter – "Payment Dispute"), the base for calculating the Referrer's Remuneration shall be reduced by the amount of the actual refund or deduction.

Example: A Client paid X for the Product, from which the Remuneration was calculated. Subsequently, a portion of the amount is refunded to the Client - the base for Remuneration is reduced proportionally to the refunded amount.

7.2. Negative Balance (Reversal of Paid Remuneration). If the corresponding Remuneration has already been paid to the Referrer at the time of the Payment Dispute, the Referrer shall have a negative balance in the amount of the overpaid Remuneration.

Example: Remuneration was paid from a Client's payment which was subsequently fully refunded. The paid Remuneration is considered an overpayment and is subject to reversal (storno).

7.3. Negative Balance Settlement Procedure

• 7.3.1. The Company is entitled to unilaterally settle a negative balance by withholding the corresponding amount from future Remuneration payments to the Referrer.
• 7.3.2. If future payments are absent or insufficient, the Referrer is obliged to return the negative balance amount within 10 business days from the date of receipt of a written demand from the Company.

Example: If the Referrer has scheduled future payments, the Company withholds the reversal amount from them. If no future payments are scheduled, the Referrer returns the amount directly.

7.4. Suspension of Payments for Disputed Payments. Until the final resolution of a payment dispute (including chargeback or refund review), the Company is entitled to suspend the accrual and payment of Remuneration for the corresponding disputed amounts without this being considered a breach of contract on its part.

Example: While a bank or payment system reviews a Client dispute, the Remuneration for that payment is not paid; upon completion of the dispute, the appropriate adjustment is applied.

8. Certification and Payments

8.1. Within 30 calendar days from the date of receipt of payment from the Client, the Company sends the Referrer an Acceptance Certificate (Act) with the calculation of the Remuneration.

8.2. The Referrer reviews the Certificate (Act) within 3 calendar days and either approves it or sends motivated objections. In the absence of objections, the Certificate (Act) is deemed approved.

8.3. Payment is made within 15 business days from the date the Certificate (Act) is approved (unless otherwise specified in the Referral Agreement).

8.4. Payments are made in Tenge (KZT) via wire transfer to the Referrer's bank account specified in the Referral Agreement or notified to the Company by the Referrer in writing in advance. The Referrer bears the risk of non-receipt of funds due to the provision of inaccurate or outdated bank details.

9. Taxes and Referrer Status

9.1. The Referrer specifies their status in the Referral Agreement: individual / Individual Entrepreneur (IP) / self-employed (ESP payer), and provides data/documentation upon the Company's request.

9.2. The Company withholds taxes/contributions as a tax agent in cases and amounts provided for by the legislation of the Republic of Kazakhstan. If withholdings are not required by law (specifically for IP or ESP status), the Partner fulfills their tax obligations independently.

9.3. If legislation imposes an obligation on the Company to withhold additional payments (pension, insurance, etc.), the Company shall make such deductions from the Remuneration amount.

9.4. The Referrer is obliged to promptly notify the Company in writing of any change in their status or tax regime. Until such notification is received, calculations are made based on the previously declared status.

10. Marketing, Anti-Spam, and Compliance

10.1. The Partner agrees to the following when promoting the Product:

• a) not to use spam, auto-dialing, or mass mailings without a legal basis/consent from the recipients;
• b) not to distribute misleading advertisements, nor distort the functionality of the Product, its tariffs, conditions, or deadlines;
• c) not to represent themselves as an employee or representative of the Company;
• d) not to provide guarantees of results, deadlines, prices, or the availability of functions on behalf of the Company.

10.2. The Company may provide the Partner with creatives, texts, and/or materials. In the absence of such materials, the Partner acts independently but within the limits of clause 10.1.

10.3. Use of Trademarks/Logos/Domain Names/Brand Templates. The Company grants the Partner a simple (non-exclusive), royalty-free, revocable license to use the specified objects solely for the purpose of promoting and selling the Product, without the right to register similar designations, domains, or accounts that may be misleading. Upon the Company's request, the Partner must cease use and delete materials within a reasonable timeframe (up to 3 business days).

11. Personal Data and Tracking

11.1. For the purposes of performing the Referral Agreement, the Referrer provides the Company with data regarding Leads (specifically: Full Name of the representative, title, contact information), and the Referrer provides the Company with their own data necessary for payments and document flow.

11.2. The Partner guarantees that the personal data of Leads:

• a) was obtained legally;
• b) is transferred to the Company on a legal basis (including, where necessary, with the consent of the data subject for the transfer/contacting them); and
• c) upon the Company's request, the Referrer provides reasonable evidence of such basis (e.g., written consent, recorded consent in a form, subscription confirmation, etc.).

11.3. The Company processes the received personal data for the following purposes: reviewing the Lead, establishing contact, concluding and executing a contract with the Client, accounting for Remuneration, preventing fraud, and complying with legal requirements.

11.4. If, as a result of violations of clause 11.2, claims/complaints/fines are brought against the Company, the Partner shall indemnify the Company for documented losses caused by such violation.

12. Anti-Fraud: Violations, Refusal of Commission, and Sanctions

12.1. Violations (anti-fraud) include, but are not limited to:

• a) self-referrals (when the Referrer or affiliated persons act as the Lead/Client to receive Remuneration);
• b) multi-accounting, inflating registration/lead numbers, or providing fake contact data;
• c) falsifying the fact of a Lead's interest or consent to be contacted;
• d) artificial/fictitious payments, subsequent refunds, or agreed-upon refund/chargeback schemes;
• e) any actions aimed at the unjustified receipt of Remuneration.

12.2. If there are reasonable grounds to believe a violation has occurred, the Company is entitled to:

• a) suspend the accrual/payment of Remuneration for the disputed leads;
• b) refuse to pay Remuneration for such leads;
• c) reverse previously paid Remuneration according to the rules in Section 7;
• d) block the Partner's further participation in the program;
• e) unilaterally terminate the Referral Agreement in accordance with clause 15.2.

12.3. The Company's decision on anti-fraud is based on a totality of data: correspondence, logs, payment events, and Company CRM/accounting data.

13. Liability of the Parties and Limitations

13.1. The Company is not liable for:

• a) a Client's refusal to enter into a contract or make a payment;
• b) changes to the prices, terms, or functionality of the Product;
• c) indirect losses of the Referrer or loss of profit.

13.2. The Company's limit of liability for any claims by the Referrer related to the Referral Agreement is limited to the amount of Remuneration actually paid to the Referrer over the last 12 months (or a shorter period if the Agreement has been in effect for less time).

13.3. The sole remedy for errors in the calculation of Remuneration is the adjustment of the calculation and the payment of the correctly accrued amount (or reversal of an improperly accrued amount), unless otherwise expressly provided by law.

14. Confidentiality and Referrer Content

14.1. Commercial information of the Company (including prices, plans, terms, reports, financial indicators, product roadmaps, customer information, and methodologies) obtained by the Referrer in connection with the Referral Agreement is confidential.

14.2. The Referrer agrees not to disclose confidential information to third parties and to use it only for the purposes of performing the Referral Agreement.

14.3. The confidentiality obligation remains in effect for 3 years from the date the corresponding information was provided.

14.4. Referrer Content (posts/videos/materials) created as part of Product promotion: The Partner grants the Company a non-exclusive right (license) to use such content for the Company's marketing purposes (reposts, publication on the website/social media/presentations) without payment of additional remuneration, citing authorship where possible, for the duration of the exclusive rights, worldwide. Upon motivated written request from the Partner, the Company will cease use of a specific material if technically and commercially reasonable.

15. Termination of the Referral Agreement

15.1. The Company is entitled to terminate the Referral Agreement without stating a reason by notifying the Referrer 7 calendar days in advance.

15.2. The Company is entitled to terminate the Agreement immediately (unilaterally) in the event of a material breach by the Partner of the terms of the Agreement, including violations of Sections 10-12 of the Rules.

15.3. Remuneration After Termination of the Referral Agreement

• 15.3.1. For Leads accepted by the Company as Valid prior to the date of termination of the Agreement, the Partner retains the right to Remuneration if such Lead becomes a Client within 6 months after termination.
• 15.3.2. In this case, Remuneration is accrued only for Client payments received within the accrual period established by the Individual Terms of the Referral Agreement.
• 15.3.3. All final settlements (including reversals and tax withholdings) are carried out according to the rules in Sections 6-9 of the Rules.

16. Claim Procedure and Jurisdiction

16.1. A pre-trial claim procedure for dispute resolution is mandatory. The deadline for responding to a claim is 7 calendar days from the date of receipt.

16.2. Applicable law – the law of the Republic of Kazakhstan.

16.3. All disputes shall be considered in the court at the Company's location, unless otherwise established by mandatory legal provisions.

17. Amendment of Rules

17.1. The Company reserves the right to change the Rules for new Leads/new transactions by publishing a new version on the website and/or notifying via e-mail at least 7 calendar days in advance.

17.2. For Leads accepted by the Company prior to the effective date of the changes, the version of the Rules in effect on the date of Lead acceptance shall apply, unless otherwise expressly stated by the Company in the notice.

17.3. Application of Revisions Over Time Unless otherwise expressly provided by the Referral Agreement or the Company's notice, changes to the Rules apply:

• a) to recommendations sent by the Referrer after the effective date of the corresponding revision of the Rules;
• b) without retroactive effect regarding recommendations accepted by the Company prior to the effective date of the changes.