Seller Services Agreement (Public Offer)

In this Agreement the following terms have the meanings set out below. Terms defined in the Terms & Conditions have the same meaning here unless stated otherwise.

• Platform / Dona — the Dona marketplace and live-video shopping service, comprising the website https://dona.uz and the mobile applications (application id im.dona.app), together with the Seller Dashboard and all related tools and interfaces.
• Operator — GreenApps Private Limited, the party providing the Services under this Agreement (in a formal services contract, the "Contractor"/Ispolnitel).
• Seller — the person accepting this Offer and selling Goods on the Platform (in a formal services contract, the "Customer"/Zakazchik). The Seller is the party to the sale contract with the Buyer.
• Buyer / Consumer — a user who places an Order for Goods on the Platform for purposes not connected with entrepreneurial activity (a consumer within the meaning of consumer-protection law).
• Goods — the products the Seller offers, displays and sells on the Platform.
• Order — a Buyer's request to purchase one or more Goods, formed and recorded through the Platform.
• Live stream — a real-time video broadcast run by the Seller on the Platform to present and sell Goods.
• Content — text, images, video, audio, listings, streams and any other materials the Seller uploads, broadcasts or makes available through the Platform.
• Seller Dashboard — the Seller's personal account on the Platform (personal cabinet) through which the Seller manages listings, streams, Orders, the fee and commission information applicable to it, and settlement statements.
• Services — the services the Operator provides to the Seller under this Agreement, described in the "Subject of the Agreement" section.
• Commission — the Operator's remuneration for the Services, charged per category and shown to the Seller in the Seller Dashboard.
• Fees — service, promotional, live-boost, payment-processing and other charges that apply where the Seller opts into a feature or where the charge otherwise applies.
• Payment Provider (PSP) — a licensed payment organisation (for example, Payme, Click or an UzCard/Humo acquirer) that processes Buyers' payments and Seller payouts.
• Proceeds — the amount paid by the Buyer for an Order.
• Settlement Statement — the Operator's periodic report of Orders, Commission, Fees, refunds, returns, chargebacks, adjustments and the resulting net amount payable to the Seller.
• Balance — the Seller's running account on the Platform of net Proceeds credited and amounts deducted.
• Payout — the transfer of the Seller's available Balance to the Seller's nominated card or bank account.

Under this Agreement the Operator provides the Seller, for remuneration, with the following Services: access to the Platform and the Seller Dashboard; publication and display of the Seller's listings; the live-commerce tools that let the Seller broadcast and sell in real time; intake, recording and routing of Orders; facilitation of Buyers' payments through the Payment Providers; optional promotional and boost tools; and the calculation and settlement of the Seller's Proceeds.

Dona is an intermediary marketplace, not the seller. The Operator provides the Services that make a sale possible; it does not own the Goods, is not a party to the sale contract, and does not itself sell to the Buyer. The sale contract is concluded directly between the Seller and the Buyer and the Seller is solely responsible to the Buyer for the Goods, their quality, their conformity to their description, and the performance of that contract.

The Operator acts in its own name in providing the Services and does not thereby assume the Seller's obligations to Buyers or to authorities. Nothing in this Agreement creates a partnership, joint venture, agency of the Seller, or employment relationship between the parties, except any limited authority the Operator expressly exercises to collect Proceeds and issue refunds on the Seller's behalf through the Payment Providers.

The Operator may engage third parties (including Payment Providers, delivery partners and infrastructure providers) to perform parts of the Services.

This Agreement is a public offer. It is concluded — and becomes binding on the Seller — at the moment the Seller performs any of the following, whichever is earliest: (a) ticks the box or taps the control accepting this Agreement during Seller registration; (b) completes Seller onboarding and verification (KYC); or (c) publishes a first listing or receives a first Order. Acceptance must be full and unconditional; a Seller who does not accept it must not use the Platform to sell.

By accepting, the Seller confirms that: it has the legal capacity and authority to enter into this Agreement; the person accepting is authorised to bind the Seller; and the registration data provided is true, complete and current. A Seller acting as a legal entity or individual entrepreneur accepts on behalf of that business.

The Operator may require the Seller to complete or update identity, business-registration, tax and banking verification before the Services (or Payouts) are enabled or continued, and may suspend the Services where verification is incomplete, expired or cannot be confirmed.

The Operator undertakes to

• Provide access to the Platform and the Seller Dashboard and make the Services available on a reasonable-efforts basis, save for planned maintenance, force majeure and circumstances outside its reasonable control.
• Record Orders placed through the Platform and make them visible to the Seller in the Seller Dashboard.
• Facilitate the collection of Proceeds through the Payment Providers and calculate the amounts due to the Seller.
• Make Settlement Statements available to the Seller and pay out the Seller's available Balance in accordance with the "Remuneration and settlements" section.
• Handle the Seller's personal data in accordance with the Privacy Policy and applicable law.

The Seller undertakes to

• Sell only Goods that it is lawfully entitled to sell, that comply with the Prohibited & Restricted Items Policy and with all applicable law (including labelling, certification, safety, IKPU/fiscal and, where applicable, marking requirements).
• Provide accurate, complete and non-misleading listings and Content, keep prices and stock current, and honour the price and terms shown to the Buyer at the time of the Order.
• Process, pack and hand over Orders for delivery within the stated handling time and in accordance with the Delivery & Order Management Policy; keep the Buyer informed; and not cancel confirmed Orders except on permitted grounds.
• Comply with consumer-protection law and honour Buyers' return and refund rights as set out in the Payments & Refunds Policy, including for proper-quality Goods within the statutory window and for defective or non-conforming Goods.
• Issue fiscal documents (receipts) to Buyers where required by law, and account for and pay its own taxes and duties.
• Maintain the confidentiality and security of its Seller Dashboard credentials and be responsible for all activity under its account.
• Provide truthful data for verification and keep it up to date, and respond to the Operator's and Buyers' reasonable enquiries within a reasonable time.

Orders are placed by Buyers through the Platform and recorded in the Seller Dashboard. The Seller fulfils Orders itself (seller-shipped): it packs the Goods and hands them to the delivery channel within the handling time, unless the parties agree in writing that the Operator or its delivery partner performs part of the logistics.

[📝 CONFIRM: fulfilment & delivery model. State which model(s) apply on Dona — Seller-shipped only, Dona-arranged delivery (Dona-managed courier), pickup, or a mix — and, for any Operator-arranged delivery, whether a separate delivery fee/annex applies. This section is written for Seller-shipped as the default.]

The Seller is responsible for the availability, packing, condition and timely dispatch of the Goods, and for handing over the correct Goods matching the Order and the listing. Stock shown as available must be genuinely available; the Operator may hold stock for the Buyer at checkout and may cancel and restock an unpaid or unfulfilled Order under the timers and rules described in the Delivery & Order Management Policy.

Risk and title in the Goods pass from the Seller to the Buyer as provided by the sale contract and applicable law; the Operator neither takes title to the Goods nor assumes risk in them.

The Operator reports the Services rendered and the amounts due through Settlement Statements made available in the Seller Dashboard for each settlement period. A Settlement Statement serves as the report of Services rendered and as the reconciliation of Proceeds, Commission, Fees and adjustments for that period.

The Seller must review each Settlement Statement and raise any objection, with supporting detail, by writing to hello@dona.uz within [📝 CONFIRM: objection window — e.g. 5 (five) business days] of the Statement being made available. If no objection is received within that window, the Services covered by the Statement and the amounts stated are deemed accepted by the Seller, without prejudice to the correction of manifest error and to the Seller's mandatory rights.

Where the parties are required to exchange signed acts of rendered services for accounting or tax purposes, such acts are formed on the basis of the Settlement Statements; the Operator may make them available in electronic form (including via electronic document interchange). [📝 CONFIRM: whether signed periodic acts of rendered services (акт оказанных услуг) are required, their period (e.g. monthly), and the EDI/e-signature system used.]

In consideration for the Services, the Seller pays the Operator a Commission and any applicable Fees.

Commission and fees

• Commission is charged per category and is shown to the Seller in the Seller Dashboard for each product or category. This Agreement does not fix a percentage; the applicable rate is the Commission shown in the Seller Dashboard at the time of sale, and the Platform snapshots that rate for each completed Order. [📝 OPTIONAL: attach a fee-schedule annex or link if you want published category rates.]
• Additional service, promotional, live-boost or payment-processing Fees apply only where the Seller opts into the relevant feature or where the Fee otherwise applies to a feature the Seller uses; such Fees are disclosed before they are incurred.
• The Operator may change Commission and Fees prospectively on notice as described in "Final provisions"; changes do not apply retroactively to Orders already completed.
• Taxes applicable to the Operator's remuneration are handled in accordance with applicable law. [📝 CONFIRM: VAT/tax treatment of Commission and whether amounts shown are inclusive or exclusive of VAT.]

Settlement and payouts

• When an Order is successfully completed, the net Proceeds — the Buyer's payment less applicable Commission, Fees, and any refunds, returns, chargebacks or adjustments — are credited to the Seller's Balance. Commission and Fees are settled by netting from Proceeds; the Seller is not separately invoiced except where the Balance is insufficient to cover an amount owed.
• Payouts of the available Balance are made to the Seller's nominated card or bank account through the Payment Provider on the settlement schedule shown in the Seller Dashboard, subject to verification (KYC). [📝 CONFIRM: settlement period (e.g. payout within N banking days of order completion / return-window expiry), payout frequency, and any minimum-payout threshold.]
• The Operator may apply a hold, reserve or minimum-payout threshold to manage refund, return, chargeback and fraud risk, and may hold funds pending confirmation of delivery, expiry of the return window, or resolution of a dispute, complaint or investigation. [📝 CONFIRM: reserve/rolling-hold policy and its size/duration, if any.]
• Refunds, returns, cancellations and chargebacks are reconciled against the Balance. Where a refund is due to a Buyer for an Order on which the Seller has already been paid, the corresponding amount (including related Fees) may be deducted from the Balance or, if the Balance is insufficient, invoiced to and payable by the Seller.
• Coins, cashback and reward vouchers redeemed by Buyers are settled according to the Platform's economy rules; they have no independent cash value. Full payment and refund mechanics are set out in the Payments & Refunds Policy.

The Seller Dashboard and the email address associated with the Seller's account are the official channels of communication under this Agreement. Notices, Settlement Statements, changes to this Agreement, and operational messages are validly given when posted to the Seller Dashboard or sent to that email address, and are deemed received when so posted or sent.

The Seller must keep its contact and account details current and monitor the Seller Dashboard and its email; the Operator is not responsible for the consequences of the Seller failing to do so.

Content licence. For the purpose of providing the Services — displaying, promoting and operating the Platform and marketing it across its own channels — the Seller grants the Operator a non-exclusive, royalty-free, worldwide licence to host, store, reproduce, adapt (for formatting), publish and display the Content the Seller uploads or broadcasts, for the duration of this Agreement and for a reasonable period afterwards to the extent needed for records, dispute resolution and legal compliance. The Seller warrants it holds all rights necessary to grant this licence.

The Seller consents to receive service, transactional and, subject to applicable law, marketing communications relating to the Platform; marketing communications may be opted out of without affecting service messages.

Seller warranties

The Seller represents and warrants, for every Order, that: it has the legal right to sell the Goods; the Goods are genuine, lawful, safe, and accurately described; the Goods and their listings do not infringe any third party's intellectual-property or other rights and comply with the Prohibited & Restricted Items Policy; it holds all licences, certificates and permits required to sell the Goods; and it complies with consumer-protection, labelling, fiscal and marking law.

Allocation of liability

• The Seller is solely liable to Buyers and to authorities for the Goods, the sale contract, the accuracy of listings, fiscal receipts, and the performance and after-sale obligations of the sale — including returns, refunds, warranty and defect claims.
• The Operator is liable for providing the Services with reasonable care and skill. The Operator is not liable for the Goods themselves, for the acts or omissions of the Seller, for the sale contract, or for losses arising from the Seller's breach of this Agreement or of law.
• To the extent permitted by law, and except for liability that cannot be excluded (including for death or personal injury caused by negligence, fraud, or a party's mandatory obligations to consumers), the Operator's aggregate liability to the Seller arising out of or in connection with this Agreement is limited to the total Commission actually received by the Operator from the Seller in the [📝 CONFIRM: liability-cap period — e.g. three (3) months] preceding the event giving rise to the claim.
• Neither party is liable for indirect, incidental or consequential loss, or for loss of profit, revenue, goodwill or data, arising under this Agreement, to the extent such exclusion is permitted by law.

Indemnity

The Seller indemnifies and holds the Operator harmless against claims, losses, fines and reasonable costs (including legal costs) suffered by the Operator and arising from the Seller's Goods, Content, sale contracts, or breach of this Agreement or of law, including third-party IP and consumer claims and regulatory penalties attributable to the Seller.

Neither party is liable for failure or delay in performing its obligations (other than payment obligations already accrued) to the extent caused by circumstances beyond its reasonable control, including natural disasters, fire, flood, epidemic, war, civil unrest, acts of authorities, changes in law, failures of power, telecommunications or the internet, and failures of Payment Providers or other third-party infrastructure ("force majeure").

The affected party must notify the other within a reasonable time of the force-majeure event and its expected effect, and use reasonable efforts to mitigate. If a force-majeure event continues for more than [📝 CONFIRM: e.g. sixty (60) days], either party may terminate this Agreement on notice, without liability for the delay itself, subject to settling amounts already due.

Each party must keep confidential the non-public information it receives from the other under this Agreement (including commercial terms, settlement data, Buyer data and technical information), use it only to perform this Agreement, and protect it with reasonable measures. This does not apply to information that is or becomes public without breach, was lawfully known before disclosure, or must be disclosed by law or to authorities.

The Seller must handle any personal data of Buyers it receives (for example, delivery details) only for the purpose of fulfilling the relevant Order and after-sale obligations, in accordance with personal-data law, and must not use it for its own marketing or transfer it to third parties except as necessary to fulfil the Order. The Operator processes personal data as described in the Privacy Policy.

The parties act as independent controllers of the personal data each processes for its own purposes, except where they expressly agree otherwise in writing. [📝 CONFIRM: whether a separate data-processing / data-sharing addendum is required between the Operator and Sellers.]

This Agreement takes effect on acceptance of the Offer and continues indefinitely until terminated in accordance with this section.

Suspension

The Operator may suspend the Services, listings, live access or Payouts (in whole or in part) where reasonably necessary — for example, where the Seller breaches this Agreement or law, sells prohibited or infringing Goods, fails verification, exceeds acceptable defect/complaint thresholds, or where required to investigate fraud, a legal request or a risk to Buyers or the Platform. Where practicable the Operator gives notice and an opportunity to remedy; urgent or legal-compliance suspensions may take effect immediately.

Termination

• The Seller may terminate at any time by ceasing to sell and closing its Seller account, subject to fulfilling open Orders and settling amounts owed.
• Either party may terminate for convenience on [📝 CONFIRM: notice period — e.g. thirty (30) days] written notice.
• Either party may terminate immediately on the other's material, unremedied breach, insolvency, or where required by law.

Wind-down and survival

On termination the Seller must fulfil or lawfully cancel all open Orders, honour outstanding returns, refunds and warranty obligations, and remain responsible for Orders placed before termination. The Operator completes final settlement and Payout of the Seller's net Balance after expiry of the applicable return/chargeback windows and resolution of open disputes, less amounts owed. [📝 CONFIRM: post-termination wind-down period during which returns/settlement are handled — e.g. up to six (6) months, mirroring the Yandex model.] Provisions that by their nature should survive — including remuneration due, liability, indemnity, confidentiality, and governing law — survive termination.

Governing law and disputes. This Agreement is governed by the law of the Republic of Uzbekistan. The parties will try to resolve any dispute by negotiation, following the mandatory pre-claim (claim) procedure where it applies; failing which the dispute is submitted to the competent court at [📝 CONFIRM: dispute venue — e.g. the economic court at the Operator's/Seller's place, or as required by law]. Nothing limits a consumer Buyer's separate statutory rights, which are governed by consumer-protection law.

Changes to the Offer. The Operator may amend this Agreement by posting the updated version on the Platform and updating the "last updated" date; where the change is material the Operator gives reasonable notice through the Seller Dashboard or by email. The Seller's continued use of the Services after the effective date constitutes acceptance; a Seller who does not accept a change must stop selling and may terminate as set out above. Changes do not apply retroactively to completed Orders.

Anti-corruption and compliance. Each party warrants that it complies with applicable anti-corruption, anti-money-laundering and sanctions law, and will not offer or accept any improper payment in connection with this Agreement. The Seller warrants it is not subject to sanctions that would make provision of the Services unlawful.

Assignment. The Seller may not assign or transfer this Agreement without the Operator's written consent; the Operator may assign it to an affiliate or successor, including the local contracting entity confirmed above, on notice.

Entire agreement and severability. This Agreement, together with the policies it incorporates by reference, is the entire agreement between the parties on its subject and supersedes prior understandings. If any provision is held invalid, the rest remains in force.

Language. This Agreement is published in Uzbek, Russian and English. [📝 CONFIRM: which language version prevails in case of discrepancy — commonly Uzbek or Russian for a contract governed by Uzbekistan law.]

Operator: GreenApps Private Limited Registered office: 20 Collyer Quay #09-01, Singapore 049319 Platform: https://dona.uz · Apps: iOS / Android (im.dona.app) Contact: hello@dona.uz

[📝 FILL IN: full legal requisites of the contracting/settlement entity for Uzbekistan], including:

• [📝 Legal name and legal form] (if a local entity is the Seller's counterparty)
• [📝 State registration number / certificate]
• [📝 Taxpayer ID (STIR/INN) and, if applicable, VAT registration]
• [📝 Legal & postal address in Uzbekistan]
• [📝 Bank details — bank name, MFO, settlement account, currency]
• [📝 Authorised signatory / director]
• [📝 Support phone and official address for legal notices]

For any question about this Agreement, contact hello@dona.uz.