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PARTNERSHIP AGREEMENT

This Partnership Agreement (hereinafter referred to as the “Agreement”) governs the relationship between Just eSIM Limited, with its registered office at Room 1001, 10/F, Tower B, New Mandarin Plaza, 14 Science Museum Road, Tsimshatsui East, Kowloon, Hong Kong, registration number 3167139 (hereinafter referred to as the “Company”), and the Partner within the framework of the program promoting services under the Just eSIM brand.

PREAMBLE

WHEREAS the Company provides services under the Just eSIM brand;

WHEREAS the Partner possesses the necessary resources, skills, and capabilities to effectively promote and carry out marketing activities aimed at promoting the Company’s services;

WHEREAS the purpose of the cooperation between the Company and the Partner is to attract new customers for services under the Just eSIM brand;

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the Parties agree as follows:

1. DEFINITIONS

“Service” — means the digital service under the Just eSIM brand, including the mobile application, website, web app, personal account dashboard, and other service delivery interfaces.

“Partner” — means a person or entity that has entered into this Agreement with the Company.

“Referrer” — means a Partner whose unique referral identifier or promotional link was used during the registration of another Partner or customer in the Personal Account, on the basis of which the System has recorded a referral relationship between the said persons.

“Uplink” — means a Partner positioned higher in the partner structure and designated in the System as the Referrer of another Partner.

“System” — means the Company’s software and technical platform, including databases, algorithms, and administrative tools designed for recording Partner and customer registrations, establishing and storing referral relationships and partner structures, assigning and modifying Partner roles, and calculating and recording partner commissions.

“Personal Account” — means the Partner’s personal dashboard, accessible at https://justesim.com/affiliate-adm/, which provides the Partner with access to System data regarding the Partner’s role(s), payment volumes received from persons referred by the Partner, refunds, the Partner’s commission amount, and other related information.

“Partner Commission Rules” — means the document establishing the rates and conditions for commission accrual within each Partner role, set forth in Appendix No. 1 and forming an integral part of this Agreement.

2. PROCEDURE FOR ENTERING INTO THE AGREEMENT

2.1. To accede to this Agreement, a prospective Partner (hereinafter referred to as the "Candidate") shall submit an application by completing the Partner registration form (the "Questionnaire"). The Questionnaire may be accessed via a link available on the website or via an individual link provided by another Partner.

2.2. Completion of the form constitutes the Candidate’s acceptance of the terms of this Agreement; however, it does not result in the automatic execution of the Agreement. The Company shall review the Questionnaire and reserves the right, at its sole discretion, to accept or reject the application due to non-compliance with the requirements set forth in this Agreement and/or without stating reasons.

2.3. Upon approval of the application, the Candidate shall receive a notification at the email address specified in the Questionnaire, and the Candidate shall be granted access to the Personal Account. The Agreement shall be deemed executed as of the date the Candidate is granted access to the Personal Account. From that date, the Candidate shall acquire the status of Partner.

3. PARTNER ROLES

3.1. In the course of performing this Agreement, the Partner may act in one or more of the following roles:

Role Area of Activity Method of Attraction Criteria and Procedure for Role Assignment
AffiliateAttracting customers to the Service Providing customers with a special link or promo code supplied by the Company for registration with the Service Role is assigned upon Affiliate registration in the System
Ambassador Attracting Affiliates Arranging negotiations between the Company and prospective Affiliates / providing an individual link to the partner agreement accession form on the Company’s website Role is assigned manually by the Company upon request for Affiliate attraction
Senior Attracting Ambassadors Arranging negotiations between the Company and prospective Ambassadors Role is assigned automatically by the System upon the triggering event: attraction of an Ambassador

3.2. The role hierarchy is fixed and structured within the System in the following ascending order: Affiliate → Ambassador → Senior.

3.3. Transition between roles is permitted exclusively upward within the hierarchy. Demotion, reverse transition, or reassignment of a previously held role is not permitted.

3.4. A Partner may have no more than one Uplink or may have no Uplink at all. Circular, cross-referral, self-referral, and other cyclical dependencies are prohibited, including but not limited to the following situations:

(a) a chain is formed in which a Partner, through one or more other Partners, ends up in their own partner branch;

(b) a Partner becomes the Uplink of their own Uplink (assignment of a role resulting in the Partner being positioned above their Uplink).

3.5. The depth of the partner structure shall not exceed three levels.

3.6. If, at the time of an Affiliate’s promotion to Ambassador, the said Partner has a recorded Uplink with the Ambassador role, such Uplink shall be promoted to Senior level, as it is deemed that they have attracted a new Ambassador.

3.7. The Senior role is final, irreversible, and cannot be assigned manually. Assignment of the Senior role is carried out automatically, immediately, and without the need for any additional confirmation, notification, or manual action by the Company or the Partner.

3.8. The roles assigned to the Partner are recorded in the System and reflected in the Personal Account. The Partner’s commission rates within the respective role shall apply from the date of role assignment in the System and shall not extend to any period during which the Partner did not hold the respective role.

4. OBLIGATIONS OF THE PARTIES

4.1. The Company appoints the Partner as a non-exclusive partner for the purpose of promoting and attracting new customers to use the Service under the terms of this Agreement.

4.2. The Company shall provide the Partner with a registration link or promo code to be used by customers referred by the Partner, in order to track the Partner’s commission.

4.3. The Partner agrees to use best efforts to actively promote and market the Service among potential customers through various marketing channels in compliance with applicable laws and regulations.

4.4. The Partner undertakes to:

4.5. The Partner is prohibited from sending spam, unsolicited messages, or other forms of intrusive communications when promoting the Service.

Spam is defined as any electronic communications sent without the prior consent of the recipient, including but not limited to:

  • mass email campaigns,
  • messages via messengers,
  • posts in comments,
  • automated messages on social media.

The Partner undertakes to comply with applicable legislation on advertising, data protection, and electronic communications when promoting the Service.

4.6. The Partner is prohibited from taking any actions aimed at artificially inflating partner commissions or distorting System statistics.

Such actions include, but are not limited to:

  • self-referral or use of the Service by the Partner via their own referral link;
  • registration of fictitious or affiliated accounts;
  • use of automated traffic generation systems;
  • cookie stuffing, hidden redirects, or other technical methods of traffic source spoofing;
  • any other actions that the Company reasonably considers fraudulent.

In the event such actions are identified, the Company shall be entitled to:

  • cancel the corresponding accruals;
  • suspend payments to the Partner;
  • terminate the Agreement unilaterally.

4.7. The Partner represents and warrants that they have the necessary rights and authority to enter into and perform this Agreement, and that they are the lawful owner and/or user of the information resources on which the Service is promoted.

5. SYSTEM DATA

5.1. The Partner agrees that System data constitutes the sole authoritative and legally binding source of information for the calculation of Partner commissions, as well as regarding:

  • the existence and composition of referral relationships;
  • the Partner’s position within the partner structure;
  • assigned roles and dates of their assignment;
  • applicable rates and accrued commissions.

5.2. Any other information, calculations, screenshots, correspondence, oral agreements, or data from third-party services shall have no legal force unless reflected in the System.

5.3. Any disputes related to the determination of referral relationships, Partner roles, and commission accruals shall be resolved exclusively on the basis of System data.

6. COMMISSIONS AND PAYMENTS

6.1. In consideration of the Partner’s efforts to promote the Service and successful referrals resulting in the use and payment for the Service, the Company agrees to pay the Partner a commission in accordance with this Section.

6.2. The Partner’s commission is calculated in accordance with the Partner Commission Rules based on System data available to the Partner in the Personal Account. The commission amount (the Partner’s balance) in the Personal Account is stated in euros.

6.3. For the purpose of commission payout, the Partner shall request a payout by clicking the corresponding button in the Personal Account. The button becomes active when the Partner’s balance exceeds EUR 200.

6.4. Upon receipt of a payout request, the Company shall prepare and send the Partner a report containing a breakdown of the accrued commission. The amounts in the report are stated in euros and, where applicable, in another currency (in the event the commission is paid in a currency other than euros) at the exchange rate on the date the report is prepared. If the Partner is a resident of the Russian Federation, the payment currency under this Agreement shall be the Russian ruble, and conversion shall be made at the Central Bank of Russia exchange rate. In all other cases, where conversion is required, it shall be carried out by the Company at the OANDA market rate.

6.5. At the request of either Party, additional documents confirming the Partner’s performance of obligations (certificates of services rendered or equivalent documents) shall be prepared.

6.6. The commission shall be paid to the Partner no later than the 10th day of the month following the month in which the Partner submitted a payout request in accordance with clause 6.3. In the event that documents referred to in clause 6.5 have been prepared, payment shall be made upon execution of such documents by both Parties.

6.7. Payment shall be made via the payment method specified by the Partner or to the account indicated by the Partner in writing to the Company’s email address. The Partner shall be solely responsible for providing accurate and up-to-date payment details and for ensuring the validity and accessibility of the selected payment method or account.

6.8. Taxes, refunds, chargebacks, or other deductions incurred by the Company shall be deducted from the commission. The commission is inclusive of all costs incurred by the Partner in connection with the performance of this Agreement.

6.9. The Company reserves the right to amend the Partner Commission Rules, with such amendments taking effect on the first day of the following month. The Company undertakes to notify the Partner of the amendments no later than 10 days before such amendments take effect. If the Partner disagrees with the updated Partner Commission Rules, the Partner shall notify the Company accordingly, and the Agreement shall be terminated as of the effective date of the amendments. Amendments to the Partner Commission Rules shall have no retroactive effect and shall apply exclusively from the effective date of the new version.

6.10. In the event of a dispute regarding commission calculation or payment, the Parties agree to immediately enter into amicable negotiations to resolve the dispute. The Company shall suspend all outstanding payments to the Partner until the payment dispute is resolved.

6.11. The Company shall not pay and may seek compensation from the Partner for fraudulent or reversed transactions. The Company reserves the right to suspend the accrual or payment of partner commissions in the event of detection of fraud, bad-faith traffic, or other violations of this Agreement pending the completion of an investigation.

7. INTELLECTUAL PROPERTY

7.1. All intellectual property rights, including but not limited to trademarks, service marks, logos, trade names, copyrights, and any other intellectual property rights associated with the Service and the marketing materials provided by the Company, shall remain the exclusive property of the Company.

7.2. The Partner acknowledges and agrees that they do not acquire any intellectual property rights of the Company under this Agreement. The Company grants the Partner a limited, non-exclusive, non-transferable, revocable license to use the Company’s intellectual property solely for the purposes of promoting and attracting customers to the Service in accordance with this Agreement.

7.3. The Partner shall use the Company’s intellectual property only to the extent and in the manner expressly permitted by the Company and in accordance with the guidelines provided by the Company. The Partner shall not modify, alter, or reproduce the Company’s intellectual property without the Company’s prior written consent. Upon termination or expiration of this Agreement, the Partner shall cease all use of the Company’s intellectual property for any marketing or promotional purposes.

7.4. The Partner may create their own materials for the purpose of promoting the Service, subject to the Company’s approval. The intellectual property rights and ownership of such materials shall be the sole and exclusive property of the Company and shall transfer to the Company immediately upon their creation.

7.5. For the duration of this Agreement, the Partner grants permission for the placement on the Service’s website and/or application of the Partner’s logo, trademark, commercial designation, or trade name (hereinafter also referred to as “designations”), as provided when completing the Questionnaire or sent to the Company by email.

7.6. The Partner agrees to take all necessary measures to protect the Company’s intellectual property from unauthorized use, disclosure, or infringement. The Partner shall immediately notify the Company of any suspected or actual infringement of the Company’s intellectual property rights that comes to the Partner’s attention. In the event of infringement or suspected infringement, the Company reserves the right to take appropriate legal action to protect its intellectual property rights, and the Partner undertakes to provide their full cooperation.

8. CONFIDENTIALITY

8.1. The Company may disclose certain confidential and proprietary information to the Partner under this Agreement (“Confidential Information”). For the purposes of this Agreement, Confidential Information includes (but is not limited to) personal data of the Company’s customers and information and materials developed and/or provided by the Partner to the Company, as well as information collected or developed in the Company’s interests.

8.2. The Partner agrees to maintain the confidentiality of the Company’s Confidential Information and to use it exclusively for the performance of their obligations under this Agreement.

8.3. In the event that an Uplink is assigned to the Partner, the Partner grants the Company the right to disclose to such Uplink information regarding the facts, volumes of payments received from referred customers, refunds, and the Partner’s commission amount, as well as other information relating to the performance of this Agreement, to the extent necessary for settlements between the Company and the said Uplink. Such information shall be disclosed only to the said Uplink without additional consent from the Partner and shall not constitute a breach of confidentiality.

8.4. The Partner undertakes to:

  • Take all necessary measures to protect the confidentiality of the Company’s Confidential Information.
  • Not disclose the Company’s Confidential Information to any third party without the Company’s prior written consent, except as expressly permitted by this Agreement.
  • Restrict access to the Company’s Confidential Information to only those employees who have a need-to-know basis and who are bound by confidentiality obligations.
  • Provide a list of all recipients of Confidential Information at the Company’s request.

8.5. The confidentiality obligations set forth in this Section shall not apply to information that:

  • Was known to the Partner at the time of its disclosure, as evidenced by written records.
  • Has become publicly available through no fault of the Partner.
  • Was lawfully obtained by the Partner from a third party without breach of any confidentiality obligations.

8.6. Upon termination or expiration of this Agreement, the Partner shall immediately return all copies of the Company’s Confidential Information, unless the Parties have agreed otherwise in writing.

8.7. In the event of disclosure or unauthorized use of Confidential Information, the Company shall be entitled to claim compensation from the Partner for losses arising from the disclosure or unauthorized use of Confidential Information.

9. SANCTIONS CLAUSE

9.1. The Partner represents and warrants that, as of the date of submission of the Questionnaire:

(a) neither the Partner nor its participants (shareholders), beneficial owners, directors, affiliates, subsidiaries, or persons acting on its behalf are included in any sanctions lists administered by:

  • the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC);
  • the Council of the European Union;
  • the Government of the United Kingdom;
  • the Office of Financial Sanctions Implementation (OFSI);
  • the Authorities of Hong Kong;
  • any other governmental authorities whose sanctions regimes are applicable or may potentially be applicable to the Company;

(b) the said persons are not subject to restrictive measures, including but not limited to blocking sanctions, sectoral restrictions, export controls, or prohibitions on financial transactions;

(c) the performance of this Agreement shall not result in a violation of applicable sanctions legislation and shall not expose the Company to the risk of secondary sanctions.

9.2. The Partner undertakes to immediately notify the Company in writing of any circumstances that may affect the accuracy of the aforesaid representations, including the imposition of sanctions, commencement of investigations, inclusion in sanctions lists, or the emergence of other sanctions risks.

9.3. Upon receipt of the completed Questionnaire from the Partner, the Company shall conduct a comprehensive compliance due diligence review of the Partner, as well as of the persons referred to in clause 9.1 of this Agreement, to verify compliance with applicable sanctions restrictions.

9.4. In the event that the Partner or any of the persons referred to in clause 9.1 of this Agreement is found to be included in sanctions lists, or circumstances are identified which, in the Company’s reasonable assessment, give rise to sanctions, regulatory, financial, or reputational risks, the Company shall be entitled, at its sole discretion, to:

(a) refuse to enter into the Agreement without stating reasons; or

(b) suspend negotiations pending the elimination of identified risks; or

(c) request additional information and documents.

9.5. The Company’s refusal to enter into the Agreement on the grounds set forth in this clause shall not be deemed a breach of obligations and shall not give rise to any obligation to compensate for any losses, expenses, or other damages of the Partner.

9.6. In the event that, following the execution of the Agreement:

  • the Partner or any of the persons referred to in clause 9.1 are included in sanctions lists;
  • the performance of the Agreement would expose the Company, its banks, financial intermediaries, affiliates, or management to the risk of sanctions;
  • the performance of the Agreement becomes impossible due to the refusal of banks or other financial institutions to process transactions by reason of sanctions restrictions;
  • the Company shall be entitled, at its sole discretion, to:

(a) suspend the performance of the Agreement in whole or in part for the duration of the relevant circumstances;

(b) require amendment of the Agreement to bring it into compliance with applicable sanctions regimes;

(c) unilaterally terminate the Agreement out of court by written notice to the Partner.

9.7. In the event of termination of the Agreement on the grounds set forth in this Section, the Company shall not be liable for any losses of the Partner caused by such termination, except for obligations that arose prior to the date of suspension or termination and that do not conflict with applicable sanctions legislation.

9.8. In the event that it is established that the Partner, when submitting the Questionnaire and/or in the course of performing this Agreement, provided inaccurate, incomplete, or misleading information, or intentionally concealed the fact of being subject to sanctions or the fact that the persons referred to in clause 9.1 of this Agreement are subject to sanctions, such actions shall constitute a material breach of this Agreement.

In such event, the Company shall be entitled, at its discretion, to:

(a) unilaterally terminate the Agreement out of court by written notice to the Partner; and/or

(b) demand full compensation for losses, including actual damages, lost profits, fines, penalties, bank fees, costs of legal support, compliance reviews, and other costs incurred in connection with such breach; and/or

(c) apply any other remedies available under applicable law and this Agreement.

10. TERM AND TERMINATION

10.1. This Agreement shall come into force on the Effective Date as specified in clause 2.3 of this Agreement. Upon the expiration of each 12-month period, the Agreement shall be automatically renewed for each subsequent 12-month period.

10.2. Either Party may terminate this Agreement unilaterally by providing the other Party with 30 days’ prior written notice by email.

10.3. The Company may immediately terminate this Agreement by written notice to the Partner if the Partner breaches any provision of this Agreement and fails to remedy such breach within 3 days of receipt of written notice specifying the breach.

10.4. Upon termination of this Agreement:

  • The Partner shall immediately cease all marketing and promotional activities related to the Company’s services.
  • The Partner shall remove any marketing materials, links, or references to the Company’s services from their websites, social media platforms, and other promotional channels.
  • Any accrued but unpaid commissions earned by the Partner as of the date of termination shall be paid by the Company within 30 days of termination.

10.5. The provisions of Sections 7 and 8 of this Agreement shall survive its termination or expiration.

11. LIMITATION OF LIABILITY AND INDEMNIFICATION

11.1. To the maximum extent permitted by applicable law, the Company shall not be liable to the Partner for any indirect, incidental, consequential, special, or punitive damages arising in connection with this Agreement, regardless of the basis or theory of liability.

11.2. The Company’s total aggregate liability under any claim arising in connection with this Agreement, whether in contract, tort, or otherwise, shall be limited to the total amount of commissions paid or payable to the Partner during the 3-month period preceding the event giving rise to liability.

11.3. The Partner agrees to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, heirs, and successors from and against all claims, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of Hong Kong, without regard to any conflict of law provisions.

12.2. Any disputes arising in connection with this Agreement shall be submitted to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre in accordance with the arbitration rules in effect at the time of filing the notice of arbitration. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.

12.3. Each Party hereby waives the right to a jury trial in any action, proceeding, or counterclaim brought by either Party against the other arising out of or in connection with this Agreement.

13. MISCELLANEOUS

13.1. This Agreement, including all appendices and supplements hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and representations, whether oral or written.

13.2. The Company reserves the right to amend the terms of this Agreement unilaterally by publishing a new version at https://justesim.com/en/aa. The Partner shall independently review each new version.

13.3. Assignment: The Partner may not assign or transfer any rights or obligations under this Agreement without the Company’s prior written consent. The Company may assign or transfer its rights and obligations under this Agreement to any third party, affiliate, or successor.

13.4. Third-Party Rights: Unless otherwise stated, this Agreement does not confer any rights upon any person or third party other than the Parties to this Agreement and, where applicable, their successors and permitted assignees.

13.5. Unless otherwise stated, this Agreement does not create any rights under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) to enforce any provision of this Agreement.

13.6. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

13.7. This Agreement may be published in multiple languages. In the event of any discrepancy between language versions, the English version shall prevail.

13.8. All notices, requests, demands, or other communications required or permitted under this Agreement shall be in writing and shall be deemed received upon personal delivery, transmission by email, dispatch by registered or certified mail with postage prepaid, or dispatch via a reliable courier service, to the addresses set forth below:

For the Company:
Just eSIM Limited
Tower B, New Mandarin Plaza, 14 Science Museum Road, Tsimshatsui East, Kowloon, Hong Kong
[email protected]

For the Partner:
Contact details as indicated by the Partner when completing the Partner registration form.





Appendix No. 1
to the Partnership Agreement

PARTNER COMMISSION RULES

Role Conditions for Commission Accrual Partner Commission Rate*
Affiliate Commission is accrued for attracting customers to the Service. A customer is deemed attracted if they used the link or promo code provided to the Partner by the Company. The fact of clicking the link or using the promo code is established based on the technical data of the Company’s resources. 25% of actually received and non-refunded payments from customers attracted by the Partner
Ambassador Commission is accrued for attracting Affiliates. An Affiliate is deemed attracted if they have entered into an agreement with the Company for the promotion of the Service. 5% of payments from customers attracted by the Affiliate referred by the Ambassador
Senior Commission is accrued for attracting Ambassadors. The fact of attracting an Ambassador is recorded by the System. 3% of the commission amount accrued to the Ambassador

* Customer refunds are deducted from the commission calculation base.

Where multiple roles are assigned to a Partner, commission shall be accrued and paid for each role separately.

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