Agreement for companies

This agreement (hereinafter – "CONTRACT") is concluded between

Union Financial Services Pte. Ltd. (reg. no. 201732659E),
legal address: 6 Eu Tong Sen Street, #09-09, The Central Soho 1, Singapore, 059817 ,
acting as an international technological operator of the system, payment agent (DOES NOT STORE YOUR FUNDS),


Veles Financial Services Ltd. (reg. no. BC1251731),
legal address: 319 W Hastings St, #400 Vancouver BC V6B 1H6, Canada ,
providing financial services, money transfers, payment services, issue of electronic means of payment (e-Wallet).

License: is regulated by FINTRAC as a Money Service Business under the number M20173529,

collectively referred to as Velespay and You're a commercial organization., (hereinafter – "CLIENT") (hereinafter each individually referred – "PARTY", or both referred – "PARTIES")

1. Preamble.

Velespay provides services of a registered account (or merchant account) (hereinafter - "Registered Account") and services for accepting online payments or money transfers via a software and technical platform (hereinafter - "System"). CLIENT, is a company willing to hold Registered Account with Velespay as business account for the purpose of receiving and sending payments to partners and suppliers of CLIENT in relation to its business.

2. Subject of the Contract.

2.1 Velespay provides the client with services for accepting and sending money transfers (hereinafter -" Services") in accordance with the contract.

2.2 The Services and Fees are subject to the terms set out in relevant Appendices to this Contract.

3. CLIENT Verification Responsibilities.

3.1 CLIENT must provide to Velespay complete, correct and credible information and documents.

3.2 CLIENT undertakes to inform Velespay on all the information changes in the Contract and Appendix, and any other information, which is submitted to Velespay. Likewise CLIENT undertakes to provide Velespay without delay any additional information requested by Velespay to comply with the Contract commitments and relevant regulations. Without request from Velespay, immediately CLIENT must notify Velespay in writing of any changes with regards to:

3.2.1 activity area, product range;

3.2.2 legal status;

3.2.3 legal address or bank details;

3.2.4 information submitted by CLIENT according to the applicable laws and Money Laundering and Terrorism Financing Prevention Act.

3.2.5 documents provided by CLIENT to Velespay according to the list during application and boarding process (Customer Questionnaire).

3.3 In case CLIENT is engaged in commercial activity, which in accordance with the applicable legislation requires state authority approval, CLIENT shall immediately provide Velespay with evidence that such approval or authorization is granted. If such approval or authorization is changed, ends its term, is revoked or otherwise cease to be valid, CLIENT shall inform Velespay immediately.

4. Consideration and Reimbursement of Costs.

4.1 Fees that CLIENT shall pay to Velespay for provided services are defined in Service Fees and Terms Appendix to this Contract, unless otherwise indicated in the Contract

4.2 Additional services and payments apply: Velespay has a right to issue a separate invoice to CLIENT for additional services defined by both Parties in writing and for any justified and evidenced costs incurred by Velespay in case of false (inadequate) information on CLIENT is submitted to third parties, banks, payment system holders or State institutions.

5. Velespay Responsibility.

5.1 Velespay is liable to CLIENT for actions, omissions, or breaches of the Contract only if such liability is based on Velespay deliberate act or gross negligence.

5.2 Velespay is not liable for lost profit or any other type of indirect damage.

5.3 All CLIENT’s claims or CLIENT’s objections to Velespay relating to payment in case of nonexecuted or improperly executed payment orders, shall not be valid, if CLIENT has not informed in writting Velespay of incorrectly executed payment process within thirty (30) days after such payment order by sending a corresponding objection to the email address.

6. Confidentiality and Privacy.

6.1 For purposes of this Contract, "Confidential Information" means information disclosed by one party ("Information Provider ") to the other party ("Information Recipient ") which relates to the subject matter of this Contract, including, but not limited to customer, business and/or other information and data, and which, in any case, is disclosed by Information Provider, or an affiliate of the Information Provider, to Information Recipient in document or other tangible form or electronic form bearing an appropriate legend indicating its confidential or proprietary nature, or which, if initially disclosed orally or visually is identified as confidential at the time of disclosure (or if disclosed visually by electronic means, the identification as confidential may be delayed a reasonable time) and a written summary thereof, also marked with such a, legend, is provided to Information Recipient within ten (10) days of the initial, disclosure.

6.2 During the Term of this Contract, Information Recipient may use the Confidential Information of Information Provider only for the purpose of this Contract, and shall protect such Confidential Information from disclosure to others, using the same degree of care used to protect its own proprietary information of like importance, but in any case using no less than a reasonable degree of care.

6.3 The restrictions of this Contract on use and disclosure of Confidential Information do not apply to information that:

6.3.1 is in the possession or control of Information Recipient at the time of its disclosure hereunder through no wrongful act of Information Recipient and with no obligation to Information Provider not to disclose it;

6.3.2 is, or becomes, publicly known through no wrongful act of Information Recipient, subsequent to the time of Information Provider 's communication thereof to the Information Recipient,

6.3.3 is received by Information Recipient from a third party free to disclose it without obligation to Information Provider;

6.3.4 is developed independently by Information Recipient without reference to any of Information Provider's confidential information or other information that Information Provider disclosed in confidence to any third party; or

6.3.5 is identified by Information Provider as no longer proprietary or confidential.

6.4 In addition, the Information Recipient may disclose the Information Provider's Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either Party under this Contract; provided, however that the Information Recipient shall provide the Information Provider with prior written notice of any such disclosure so that the Information Provider may seek an appropriate protective order with the reasonable assistance of the Information Recipient.

6.5 This provision is in effect for the duration of the Contract and for a period of three (3) years after termination of the Contract.

6.6 Neither of the Parties has a right to use confidential information in its dealings with employees, contract partners or consultants, or disclose it to employees, contract partners or consultants, or send it to third parties without the written consent of the other Party, except the instances when employees, contract partners or consultants who need to know such information are bound by confidentiality provisions no less restrictive than those contained in this Contract.

6.7 All confidential information shall remain the property of the Information Provider and it shall be copied or duplicated only with the Information Provider's written permission. According to information provider request the confidential information and its bearer shall be returned by the Information Recipient or the information shall be destroyed and such destruction shall be approved in writing.

7. Contract Duration.

7.1 The Contract shall enter into force upon its signature by both Parties and shall be concluded for an indefinite period.

7.2 Any Party can terminate the Contract by giving notice to the other Party 30 (thirty) days prior to the end of the calendar month. All amendments and supplements to the Contract shall be considered to be valid if they are made in writing and agreed by both Parties.

7.3 Velespay is entitled to suspend provision of its Services to CLIENT if CLIENT is in significant breach of its obligations according to this Contract. If the Services are suspended, Velespay will inform CLIENT in writing about this action within three (3) working days. In case CLIENT stops the actions which are considered to be a breach of its contractual obligations, CLIENT has to inform Velespay. Within five (5) working days from CLIENT’s notification Velespay shall inform CLIENT its opinion on the corrected infringement and resume the provision of Services, provided that the infringement had indeed been corrected.

7.4 Velespay is entitled to terminate the Contract, for a relevant reason in the following cases:

7.4.1 if Velespay becomes aware of a significant adverse conditions in relation to CLIENT (for example in cases when CLIENT is listed on EU or international sanctions lists, or CLIENT becomes involved in activity which is not in compliance with anti-money laundering regulations or any fraudulent activity), due to which it is not reasonable for Velespay to continue the implementation of the Contract, or

7.4.2 CLIENT does not submit any transaction during first six (6) months after concluding Contract, or

7.4.3 CLIENT is in liquidation or becomes insolvent, or selling its assets, or

7.4.4 CLIENT provided false information upon application or in the course of boaridng process about the company, its ultimate beneficiary owners, source of funding which will be used to replenish Business Account or CLIENT’s actual business activity;

7.4.5 Velespay receives chargeback from the issuing bank in relation the transactions with credit cards used for replenish (top-up) CLIENTS’s Registered Business Account.

7.4.6 if CLIENT fails to submit documents requested by Velespay to the prescribed time limit, or fails to adhere with compliance requirements of Velespay, or fails to comply with the prescribed time limit, or

7.4.7 if CLIENT has taken payment for the goods or services which do not correspond to CLIENT’s business activity stated by CLIENT in writing in the CLIENT Information form, or

7.4.8 if CLIENT has no legal permission to carry out its business.

7.5 Upon termination of this Contract, Velespay will: (i) cancel any pending transactions; (ii) deduct from the funds in the CLIENT’s Registered Account all fees and other amounts owing under this Contract and transfer to the CLIENT via bank transfer any remaining funds in the CLIENT’s Registered Account; and (iii) hold Rolling Reserve for a period of six (6) month and deduct against the Rolling Reserve, in addition to any amounts that Velespay may deduct pursuant to section 4, claims of End-users to such amounts as Velespay, acting reasonably, determines are substantiated. Upon termination of this Contract, CLIENT shall cease using and promptly return or upon Velespay’s request, destroy, any and all Confidential Information that belongs to Velespay and shall cease using Velespay Services.

8. Limitation of Liability, Indemnification.

8.1 Neither Velespay nor its affiliates, subsidiaries, agents or subcontractors will be liable for any delay or failure to perform its obligations under this Contract to the extent that the delay or failure is caused by any of the following:

8.1.1 failure, interruption, infiltration or corruption of any hardware, software or other telecommunications or data transmission system provided and/or maintained by third party;

8.1.2 Velespay’s reasonable belief that the transaction is unauthorised or fraudulent or poses a security risk;

8.1.3 interception or seizure compelled by law or regulation; or

8.1.4 circumstances beyond Velespay’s reasonable control (force majeure) defined in section 12.1 of Appendix 1 to this Contract.

8.2 Neither Velespay nor its affiliates, subsidiaries, agents or subcontractors will be liable for any claim, loss or damage including but not limited to unauthorised withdrawals from the CLIENT’s Registered Account caused in whole or in part by CLIENT error or by CLIENT’s failure to adhere to standard and common sense security measures. For example by standard security measures are meant keeping securely credentials used to access CLIENT’s Registered Account, or maintainig CLIENT’s communication system, policies and processes to prevent any other type of fradulent activity by third party.

8.3 Velespay makes no warranties to the CLIENT with respect to the Velespay Service nor any other services to be performed by Velespay under this Contract except as expressly set out herein.

8.4 Except as otherwise expressly provided in this Contract, in no event will either Party be liable to the other Party for any indirect and/or consequential damages arising from the subject matter of this Contract. Indirect or consequential damages under this Contract shall mean damages which occurred because of the failure of one Party to meet a contractual obligation which result in the damages that go beyond the contract itself.

8.5 The CLIENT shall indemnify Velespay, its affiliates, subsidiaries, agents and subcontractors from and against any and all claims, damages, causes of action, suits, losses, liabilities, obligations, expenses, penalties and costs (including reasonable legal fees) each of them may suffer or incur arising out of or in connection with any breach or non-compliance by the CLIENT of any term, condition, representation or warranty under this Contract.

9. Final Provisions.

9.1 The Parties confirm that they understand the content and meaning of the Contract, consider it to be correct, mutually beneficial, are aware of Contract consequences, conclude the Contract voluntarily, without fraud, deceit or coercion from one or the other Party. Velespay and CLIENT assert that they and their signatories to this Contract both hold all the required powers of attorney to conclude the Contract and fulfill the provisions of the Contract in full.

9.2 CLIENT may assign, transfer or sub-license, including by operation of law any of its rights, duties or obligations under this Contract, in whole or in part, to any person or entity provided that both Parties agree in writing through assignment concord or deed of novation. For the purposes hereof, a change of control of the CLIENT constitutes an assignment which requires the prior written notice to Velespay. Velespay may assign any or all of its rights, duties and obligations under this Contract to an entity that Velespay directly or indirectly controls, is controlled by or is under common control with, or any third party acquiring all or substantially all of the assets relating to this Contract, including the assignment of contractual position, novation or any other form of substitution of Velespay by another party, which assignment the CLIENT hereby agrees to. Velespay shall send to CLIENT prior written notice in case of such assignments or any types of novation which are being initiated by Velespay.

9.3 This Contract and any disputes between Parties shall be governed by and interpreted in accordance with legislation of Singapore. The Parties agree to the exclusive jurisdiction of the courts of Singapore.

9.4 Service provision detailed conditions are defined in Appendices 1 and 2 attached to this Contract.

9.5 The Parties acknowledge that Contract and its Appendices are subject to amendment, modification if required or it is determined that they are in conflict with the applicable law or regulations, or otherwise, without affecting other regulation validity or enforceability. This Contract may be changed and amended only in writing, and any such amendment must be signed by both Parties.

9.6 This Contract and/or exhibits and/or amendments hereto may be signed electronically by either Party. An electronic signature of either Party placed on this Agreement and/or exhibits and/or amendments hereto shall be deemed original and valid without any need to place handwritten signature.

Appendix 1

1. General Provisions

1.1 This Appendix is an integral part of the aforementioned Contract. This Appendix shall not amend the Contract in any way, other than expressly set forth herein. All terms or abbreviations with regards to terminology not expressly defined in this Appendix shall be construed in accordance with the Contract (both or each separately further on can be referred as "Contract").

1.2 Signing this Appendix CLIENT agrees to all the terms of this Appendix and the Contract.

2. Service Description.

2.1 CLIENT acknowledges that (1) Velespay is not a bank, (2) bank regulations do not apply to Velespay.

2.2 Velespay provides the CLIENT with payment and money transfer processing using a software and technical platform ("System")

2.3 Velespay provides a service for processing electronic money payments and transfers, which allows the CLIENT to top up their Registered account, send and receive electronic money payments and transfers to the CLIENT's business partners who have a verified Registered account in the System.

2.4 Electronic money of CLIENT is stored by Velespay under Registered Account.

2.5 Registered Account is valid for indefinite time unless the Contract is terminated for any reason.

2.6 There is no expiration date of electronic money kept in CLIENT’s Registered Account.

2.7 CLIENT agrees that Velespay has a right to control electronically Velespay network from time to time to ensure that the System is working properly.

2.8 CLIENT confirms that he / she uses the services provided by Velespay only for the purpose of adding funds to his / Her Registered account, sending and receiving payments or money transfers to the CLIENT's business partners related to the client's business activities specified in the CLIENT's Information form preceding the preamble of the Contract section.

2.9 Provision of a Service is ensured according to current version of PCI DSS standards requirements.

3. Participation, Notification Sending and CLIENT Consulting.

3.1 Before commencing business relationship, Velespay is obliged to identify CLIENT to adhere Anti-Money Laundering and Terrorist Financing acts. Identification process takes place according to the chapter 11 of this Appendix.

3.2 Velespay also reserves the right at any time or periodically verify CLIENT and its integrity.

3.3 Velespay can send notifications to CLIENT to the indicated e-mail address or post address. CLIENT can send notifications to Velespay’s customer service department e-mail. The notifications sent to any of the parties by e-mail according to present Contract are considered to be sent on the date, when e-mail is sent, except the cases when a sending party receives electronic indication that e-mail is not delivered; and by post – 6 (six) working days after letter is sent.

3.4 CLIENT agrees receipt of notification from Velespay which are published in System homepage or within CLIENT’s Registered Account or those which have been sent to CLIENT’s e-mail address. Such notifications are considered to be received by CLIENT within 24 hours from the moment they are published or sent. If a notification is sent by post, it is considered to be received by CLIENT within 5 (five) working days after it is sent via standard domestic postal service or on the same day if sent by courier service after receiving delivery confirmation from courier.

3.5 All the notifications to CLIENT shall be sent either in Russian or English, depending on the language chosen and set by CLIENT to its Account interface in the System.

3.6 In case of any essential changes related to CLIENT’s requisites or contact information, CLIENT in its Registered Account profile immediately shall update such information (e.g. telephone numbers, e-mail address and post address). In case any of the profile information is not editable CLIENT is obliged to notify Velespay client support line or dedicated account manager (if such is assigned to CLIENT). If the CLIENT does not update contact information then CLIENT will be responsible for any consequences arising from the absence of notifications from Velespay.

3.7 CLIENT can get advice on all matters related with the System and Contract performance, sending its questions to e-mail address or filling in the request form in Registered Account (to support team). CLIENT data related to the Contract shall be sent to e-mail address.

3.8 Velespay will inform CLIENT in advance, according to the stated procedure under section 3 of this Appendix with regards to any known and potential technical problems in the Velespay’s System and/or third party system and/or equipment used by Velespay that influence Velespay service provision.

4. Registration in System and Registered Account Creation.

4.1 Apart from undergoing CLIENT application process, compliance, boarding, and signing Contract, CLIENT and/or CLIENT’s referred end-users or legal entities must also register in the System via Velespay’s website portal.

4.2 After CLIENT registers in the System and creates Registered Account it shall receive instant access but use of Registered Account will be enabled only after passing necessary verifications and Contract signing. Registered Account is operated according to the principles described in sections 6-8 of this Appendix.

4.3 CLIENT can have only one Registered Account (Business Account).

4.4 By registering in the System CLIENT confirms that its legal entity’s representative is duly elected and appointed, and legal entity is duly established and operates legally.

4.5 By registering in the System CLIENT acknowledges that it provides correct company data and any further amendments, it will provide only correct data. CLIENT covers all the losses incurred by Velespay arising from invalid data submission.

5. Application and Password Protection.

5.1 Password shall not be disclosed to any third party. CLIENT is responsible for its own user name and password security.

5.2 CLIENT agrees that Velespay will consider any person accessing to CLIENT’s Registered Account while using correct CLIENT user name and password, to be the CLIENT and all transactions when user name and password are entered correctly will be considered as valid.

5.3 In case CLIENT loses its Registered Account password or real threat to CLIENT’s Registered account arises, CLIENT undertakes to change the password/s immediately or, if there is no opportunity to do this, to inform Velespay about this fact immediately (not later than within one (1) calendar day) using information tools indicated in section 3 of this Appendix.

5.4 After Velespay receives from CLIENT notification indicated in the clause 5.3 above, it suspends the access to CLIENT’s Registered Account and Velespay service provision immediately, until CLIENT is provided with new password.

6. Receipt of Payments.

6.1 When receiving payments or money transfers using this Service, the amount received is credited to THE CLIENT’s Registered e-money account and remains until the CLIENT’s provides Velespay with further instructions on how To use their e-money.

6.2 CLIENT may instruct Velespay to withdraw ("Withdrawal") electronic money to settlement account defined in Service Fees and Terms Appendix or to return electronic money to its business partner with the assistance of Velespay System website functionalities available within Registered Account.

6.3 Upon receipt of payment by CLIENT, notification with payment reference and details is being sent instantly to the CLIENT’s registered e-mail with Velespay.

6.4 All fees and charges for payment services and money transfers are set out in the service rates of Annex 2 to this Contract.

7. Prohibited Transfers.

7.1 The CLIENT is strictly prohibited from receiving payments and money transfers as payment for any goods or services in violation of any applicable laws, regulations, rules or regulations.

7.2. If CLIENT performs or attempts to perform any transaction that violates such prohibitions, Velespay reserves the right to:

7.2.1 return transfer (roll back the transaction); and/or

7.2.2 close or suspend your Registered Account; and/or

7.2.3 report transfer to the relevant law enforcement authority; and/or

7.2.4 charge CLIENT to cover all financial losses incurred by Velespay in relation to aforementioned breach;

7.2.5 charge CLIENT with fine in the amount reimbursing any evidenced cost of fines and fees imposed to Velespay by card-schemes (e.g. Visa or MasterCard) or any regulatory body in relation to any applicable prohibitions.

8. Electronic Money Withdrawal.

8.1 CLIENT can claim electronic money withdrawal at any time according to the terms defined under this section 8, except in cases when CLIENT is under investigation by state authorities or agencies for suspicion or charge for prohibited activities facilitating fraud, money laundering or any other illegal activities based on which such authorities impose Velespay to withhold any settlements.

8.2 Velespay is responsible for immediate processing of Withdrawal claims within two (2) business days after receiving Withdrawal request initiated by CLIENT from CLIENT’s Registered Account. For the avoidance of doubt processing of Withdrawal in this clause shall be understood as time between initiation of request by CLIENT and payment request submission to the bank by Velespay subject to condition that CLIENT’s KYC (know-your-client) status is proper order to comply with AML regulations and requirements.

8.3 In case CLIENT chooses to withdraw available electronic money, Velespay deducts Withdrawal Settlement Fee specified in Service Fees and Terms Appendix from CLIENT’s available balance under Registered Account.

8.4 All Fees related to electronic money Withdrawal are set out in separate Service Fees and Terms Appendix to this Contract. Velespay reserves the right to charge reimbursement fee at the cost of correction and/or resubmitting of bank transfer in case electronic money Withdrawal fails due to wrong or incorrect information provided by CLIENT, or in case of rejection by recipient’s financial institution for any reason which were not caused by Velespay. Such reimbursements will be subject to evidence of direct cost actually incurred (or to be incurred) by Velespay such as international bank transfer fee or tracing fee for lost transfers charged to Velespay by its bank/s.

8.5 After requested Withdrawal of electronic money settlement is processed, CLIENT receives notification to the registered e-mail in the System.

9. CLIENT’s Rights and Obligations.

9.1 CLIENT is fully responsible to provide valid payment instructions to process settlement of Withdrawal. as indicated in Service Fees and Terms Appendix 2 to the Contract or according to instruction initiated by CLIENT using functionalities available in CLIENT’s Registered Account.

9.2 CLIENT must take into account that all payments made are final and irreversible after recipient receives the payment sent by Velespay according to CLIENT instructions. Velespay has no possibility to arrange for electronic money to be returned back to CLIENT’s Registered Account in case CLIENT realizes that incorrect payment instruction has been provided.

9.3 If CLIENT disputes any transfer made to the wrong party, Velespay may assist but in no way is obliged to participate in such dispute in cases of incorrect payment instruction were provided by CLIENT.

9.4 CLIENT undertakes to prepare and submit to Velespay documentation according to the Contract requirements.

9.5 CLIENT undertakes to meet the obligations stated in the Contract, inter alia to pay the penalty and/or fine which is defined in section 7.2.5 of this Appendix or if such are expressly defined in relevant Service Fees and Terms Appendix.

9.6 CLIENT undertakes in writing to designate signatory or authorized staff responsible for the Contract execution and any amendments to it.

10. Service Fees.

10.1 Payment services terms (including Withdrawals settlement) and Service Fees ("Fees") are defined by special conditions and/or amounts set out in the relevant Service Fees and Terms Appendix to the Contract.

10.2 Fees defined in relevant Service Fees and Terms Appendix are supplementary to the Contract as a whole and do not waive any obligations for reimbursements of any costs incurred by Velespay due to CLIENT’s comissions / breaches which are defined in the Contract or any Service Appendixes related to it.

10.3 All the Fees must be paid by CLIENT immediately and may be changed or altered at any time, with prior notification to CLIENT, according to the section 3 of this Appendix. Payment service fees, and monthly fee (if any) will be paid instantly by way of deducting those form CLIENT’s available balance in Registered Account. Any other fees or in case transaction processing fees for any reason exceed settlement amount Velespay may issue an invoice requesting actual immediate payment of such invoice.

11. CLIENT Compliance Procedure.

11.1. To observe Anti-Money Laundering and Terrorism Financing Prevention Act requirements, Velespay is entitled to request from CLIENT and CLIENT has an obligation to provide Velespay with all relevant information required for CLIENT inspection, including but not limited to information on the beneficial ownership, operational activities, financial situation, funds origin, an explanation of the intended transfer/s and/or completed transfers purpose.

12. General provisions.

12.1 Neither party shall be responsible, nor incur any liability to the other for any failure to comply with the terms of this Contract due to causes beyond its control, including, without limitation, fire storm, flood, acts of war, terrorism, accident, insurrection, sabotage, labor disputes, computer system malfunction, acts of God, acts of third parties, acts of federal, state or local government or judicial action ("force majeure"), provided that such actions that do not substantially hinder or prohibit performance will not excuse performance failure.

12.2 This Contract is the final,and full statement of the agreement between CLIENT and Velespay with respect to the subject matter set forth herein. It supersedes all prior agreements and inducements relating to the subject of this Contract. No promise or agreement made at or after the execution of this Contract is binding unless it is written and signed by both Parties.

12.3 This Contract may be executed in two counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Contract. In the event that any signature is delivered by facsimile transmission or scanned e-mail, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile or scanned e-mail signature were the original thereof.

12.4 The provisions of this Contract are severable and, in the event that any court of competent of jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Contract shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision.

12.5 The Parties expressly agree that this Contract does not designate and may not be interpreted as designating one of the Parties as agent, commercial agent, legal representative or employee of the other party, for any purpose whatsoever; nor is it a group of companies or a consortium or a joint venture or a partnership agreement.