SUPPLY OF SERVICES AGREEMENT

between Etioca SP limited and [Name]

Hassans International Law Firm Limited
Madison Building, Midtown
Queensway, Gibraltar
PO Box 199
Tel: (350) 20079000
Fax: (350) 20071966

THIS AGREEMENT is dated:

PARTIES

1. ETIOCA SP LIMITED, a company incorporated under the laws of Gibraltar with company number 120815 and whose registered office is at Madison Building, Midtown, Queensway, GX11 1AA, Gibraltar (Supplier).
2. [NAME OF CUSTOMER], [COMPANY DETAILS AND ADDRESS] (Customer).

BACKGROUND

1. The Supplier is in the business of producing electric service vehicles (Project).
2. The Customer has reviewed the Project and has been informed regarding the future characteristics of the final products and delivery times.
3. Accordingly, the Customer agrees to obtain and the Supplier agrees to provide the Services on the terms set out in this agreement

AGREED TERMS

1. Interpretation
   1. The following definitions and rules of interpretation in this clause apply in this agreement:“€” and “EUR”: the lawful currency for the time being of the European Union.
      Business Day: a day other than a Saturday, Sunday or public holiday in Gibraltar, when banks in Gibraltar are open for business.
      Business Plan: the business plan for the Supplier’s Project.
      Charges: the sums payable for the Services, as set out in clause 6.
      Etioca Vehicle: the Etioca taxi or delivery vehicle or other usage vehicle and its respective ecosystem of the type and specification from time to time provided by the Principal.
      Etioca Vehicle: the Etioca taxi or delivery vehicle or other usage vehicle and its respective ecosystem of the type and specification from time to time provided by the Principal.
      Services: the services to be provided by the Supplier pursuant to this agreement, as described in Schedule 1.
      Services Start Date: means [DATE].
   2. The Schedule forms part of this agreement and shall have effect as if set out in full in the body of this agreement and any reference to this agreement includes the Schedules.
   3. A reference to writing or written includes fax and email.
   4. A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that legislation or legislative provisions.
   5. References to clauses and Schedules are to the clauses and Schedules of this agreement; and references to paragraphs are to paragraphs of the relevant Schedule.
   6. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. Commencement and term
   This agreement shall commence on the date stated at the beginning of it and shall continue, unless terminated earlier in accordance with clause 7 or this clause, until the second anniversary of the date of this agreement (Initial Term) and shall automatically extend for one year (Extended Term) at the end of the Initial Term and at the end of the Extended Term. Either party may give written notice to the other party, not later than 3 months before the end of the Initial Term or the relevant Extended Term, to terminate this agreement at the end of the Initial Term or the relevant Extended Term, as the case may be.
3. Appointment
   
   1. The Customer appoints the Supplier as its provider of the Services on the terms of this agreement and the Supplier accepts the appointment on those terms.
   2. The Customer acknowledges and accepts that:
      (a) the Etioca Vehicle will be equipped with:
      

      (i) advertising systems;

      (ii) a crypto currency mining system; and

      (iii) data and other software management systems.

      (b) having been provided with a copy of the Supplier’s Business Plan, it accepts the same and acknowledges that it may vary from time to time in the Supplier’s absolute discretion.
4. Supplier's obligations
   1. The Supplier shall supply the Services to the Customer from the Services Start Date in accordance with this agreement.
   2. In supplying the Services, the Supplier shall:

      (a) perform the Services with reasonable care and skill;

      (b) use reasonable endeavours to perform the Services in accordance with the service description set out in Schedule 1; and

      (c) comply with all applicable laws, statutes, regulations and codes from time to time in force, provided that the Supplier shall not be liable under this agreement if, as a result of such compliance, it is in breach of any of its obligations under this agreement.

5. Customer's obligations
   1. The Customer shall:

      (a) co-operate with the Supplier in all matters relating to the Services; and

      (b) provide, in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or a third party) required under Schedule 1 or otherwise required by the Supplier in connection with the Services, and ensure that they are accurate and complete in all material respects.

   2. If the Supplier's performance of its obligations under this agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall:

      (a) not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;

      (b) be entitled to payment of the Charges despite any such prevention or delay; and

      (c) be entitled to recover any additional costs, charges or losses the Supplier sustains or incurs that arise directly or indirectly from such prevention or delay.

6. Charges
   1. In consideration for the provisions of the Services, the Customer shall pay the Supplier a fee of EUR 100.00 (One Hundred Euros) for each Etioca Vehicle to be delivered by the Principal to the Customer pursuant to the Services.
   2. The fee set out in clause 6.1 shall be payable on the date of this agreement.
   3. All payments under this clause 6 shall be made to the following bank account of the Supplier:
      Type: EUR Corporate Intermediary Account
      Name: ETIOCA SP LIMITED
      No: 20008851
      IBAN: GI78GIBK000000020008851
      Sort Code: 608314
      Swift Code: GIBKGIGI
      
   4. If the Customer fails to make any payment due to the Supplier under this agreement by the due date for payment, then, without limiting the Supplier’s remedies under this agreement, the Supplier may suspend all Services until payment has been made in full.
   5. The provisions of this clause 6 shall survive termination of this agreement in relation to all Services that have been provided before the date of termination.
7. Termination
   1. Without affecting any other right or remedy available to it, either party to this agreement may terminate it with immediate effect by giving written notice to the other party if:

      (a) the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;

      (b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under the Insolvency Act 2011, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

      (c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

      (d) the other party's financial position deteriorates to such an extent that in the terminating party's reasonable opinion the other party's capability to adequately fulfil its obligations under this agreement has been placed in jeopardy.

   2. Without affecting any other right or remedy available to it, the Supplier may terminate this agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this agreement on the due date for payment.
   3. On termination of this agreement for whatever reason:

      (a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid fees and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;

      (b) any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect; and

      (c) termination or expiry of this agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this agreement which existed at or before the date of termination or expiry.

8. General
   1. Force majeure. Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for a continuous period of more than three months, the party not affected may terminate this agreement by giving written notice to the affected party.
   2. Subcontracting. The Supplier may in its absolute discretion subcontract any or all of its rights or obligations under this agreement.
   3. Confidentiality.

      (a) Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 9.3(b).

      (b) Each party may disclose the other party's confidential information:

      (i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 9.3; and

      (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

      (c) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under this agreement.

   4. Entire agreement. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
   5. Variation. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
   6. Waiver.

      (a) A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

      (b) A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

   7. Severance. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 9.7 shall not affect the validity and enforceability of the rest of this agreement.
   8. Notices.

      (a) Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:

      (i) delivered by hand or by pre-paid registered post or other next working day delivery service at its registered office (if a company) or its Customer place of business (in any other case); or

      (ii) by email to [EMAIL ADDRESS] in the case of the Customer and [EMAIL ADDRESS] in the case of the Supplier.

      (b) Any notice or communication shall be deemed to have been received:

      (i) if delivered by hand, on signature of a delivery receipt; and

      (ii) if sent by pre-paid registered post or other next working day delivery service, at 9.00 am on the second Business Day after posting; and

      (iii) if sent by email, on receipt of a read return email.

      (c) This clause 9.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

   9. Governing law. This agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the laws of Gibraltar.
   10. Jurisdiction. Each party irrevocably agrees that the courts of Gibraltar shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

This agreement has been entered into on the date stated at the beginning of it.

1. Services

   Provision of [Number] units of the Etioca Vehicle, including:

   • charging for usage;
   • cleaning (one per shift);
   • car insurance; and
   • car maintenance.

   The cost per usage fare based on the EU average will be 0,99€/km and the minimum usage per day is 300km.

   The Supplier may have different values outside of Europe and defined country by country. This value may be reviewed from time to time by the Supplier in its absolute discretion due to market changes before vehicle delivery.

   All Services as described in the Business Plan.