# Product Consulting Services Agreement

> **NEGOTIATION DRAFT — NOT LEGAL ADVICE.** This document was AI-prepared from the parties' brief. It must be checked, completed and approved by a Latvian advocate before execution. The Latvian-language consolidated legislation and the actual facts of the relationship control the legal analysis.

**Date / Effective Date:** [EFFECTIVE_DATE]

## Parties

1. **[HARMA LEGAL NAME]**, a company incorporated in Latvia, registration No. [HARMA REGISTRATION NUMBER], registered office at [REGISTERED ADDRESS] (**Harma** or **Company**); and
2. **Ivan Ukraintsev**, acting as a Georgian individual entrepreneur, ID No. [GEORGIAN IE NUMBER], of [CONTRACTOR ADDRESS] (**Contractor**).

The Company and Contractor are each a **Party** and together the **Parties**. The Company is represented by [AUTHORIZED SIGNATORY], who warrants the authority stated in clause 11.

## 1. Purpose, status and term

1.1 The Company retains the Contractor to provide the independent, time-based product-consulting Services described in clause 3. The Contractor accepts the engagement on the terms below.

1.2 This Agreement starts on the Effective Date. If active services remain in effect after the final service period of the Payment Term, the Agreement automatically continues month to month in the Renewal Phase under clauses 4.4 and 8.4; it does not expire merely because all 36 instalments have been paid. Ending active services during the Payment Term does not end obligations expressly stated to survive, except as provided by the Contractor convenience-exit rule in clause 8.2.

1.3 The Contractor is an independent business, not an employee, agent, partner or director of the Company. The Contractor controls place, time and method of work; provides own tools; and has no employee benefits, fixed working day or disciplinary control. The Parties shall not operate the relationship inconsistently with this clause.

## 2. Definitions

**Active Hotel** means a separate physical accommodation property which (a) has a paid contract for the Product, (b) has begun onboarding or use, (c) has produced at least one cleared customer payment, and (d) is neither terminated nor more than 30 days overdue. Each property in a chain counts separately. A free trial or demo does not count. A property continues to count if moved to an Affiliate, reseller, white-label or other group entity while the Product or its economic benefit remains with the Company Group.

**Affiliate** means an entity controlling, controlled by, or under common control with a Party. **Company Group** means the Company and its Affiliates.

**Business Day** means a day other than Saturday, Sunday or Latvian public holiday in Riga.

**Change of Control** means any sale or transfer of more than 50% of voting rights, change in ultimate control, merger, sale of substantially all assets, or transfer/replacement of the Product, IP, customers or revenue stream through a replacement company, licence, white-label or similar arrangement.

**Collected Contribution Margin** means customer cash actually received by the Company or Company Group from [MEASUREMENT_START_DATE], less VAT, refunds, chargebacks, payment-processing fees, and direct variable third-party costs specifically attributable to that customer. It excludes founders' compensation, salaries, overhead, office, management fees, related-party charges, shareholder loans, financing, depreciation, marketing, legal costs, income tax and discretionary expenses.

**Company Trigger Event** means, except for a valid notice under clause 8.4 that does not purport to affect the Payment Term: (a) written termination or repudiation by the Company; (b) blocking material access for more than 5 Business Days after notice; (c) any monetary default continuing over 5 Business Days; (d) transfer of the Product, IP, customer contracts or revenue stream to an Affiliate or third party; (e) cessation of the Product or material business; (f) Change of Control; (g) insolvency, liquidation or analogous event; or (h) material breach not cured within the applicable cure period.

**Deferred Compensation Phase** means from the Effective Date to the day before Payment Commencement Date.

**Effective Date** means the date on which the last Party signs this Agreement, unless the Parties complete a different date in the heading of this Agreement.

**First Instalment** means the first of the 36 instalments, due on the Payment Commencement Date.

**Highest Achieved Tier** means the highest tier reached at any time from the Effective Date while active services continue, including during the Renewal Phase; it never falls following churn.

**Monthly Activity Record** means the Contractor's short, free-form written record of monthly Services under clause 3.4.

**Payment Commencement Date** means (a) in the ordinary course, the date falling 3 Business Days after the Recoupment Determination Date, or (b) if a Company Trigger Event occurs before that date, the date falling 3 Business Days after the Company Trigger Event.

**Payment Term** means the initial 36 instalments and their corresponding service periods. The First Instalment covers the period from Payment Commencement Date through the last day of that calendar month; that first period may be shorter than a full calendar month and is not prorated. Each of the remaining 35 instalments covers the corresponding following calendar month. The Payment Term does not include the Renewal Phase.

**Renewal Phase** means the successive one-calendar-month service periods beginning immediately after the final service period of the Payment Term, if active services remain in effect then, and continuing until active services end in accordance with clause 8.

**Product** means [PRODUCT / GROUP AND IP OWNERSHIP STRUCTURE].

**Services** means the independent, time-based product-consulting activities described in clause 3. They require reasonable professional skill, care and efforts, but not a guaranteed commercial result.

**Recoupment Date** means the first day on which cumulative Collected Contribution Margin equals or exceeds the Historical Product Consulting Investment. The Historical Product Consulting Investment is EUR [RECOUPMENT_AMOUNT_EUR], documented in Schedule 1.

**Recoupment Determination Date** means the date on which the Recoupment Date is established by an accepted Recoupment Report, an agreed correction, an expert determination, or an estimate becoming applicable under clause 6.5.

## 3. Services and reserved capacity

3.1 The Services are independent, time-based product consulting for the Product. As reasonably requested by the Company or reasonably identified by the Contractor after considering the Company's stated priorities, they consist only of one or more of the following categories: (a) calls, meetings, workshops and their preparation and follow-up; (b) review and analysis of product, business, technical, financial, customer, research and operational materials or data; (c) audits of product, user experience, processes, analytics, KPIs, pricing, packaging, roadmap, releases, quality, launch or growth; (d) oral or written advice, recommendations, feedback, prioritisation, risk identification and decision support; (e) drafting or reviewing notes, requirements, plans, checklists, comments and similar working materials; (f) reasonable coordination with founders, management, employees, contractors and vendors; and (g) preparation of the Monthly Activity Record. The Contractor shall use reasonable professional skill, care and efforts in performing the Services.

3.2 The Contractor shall reserve and make available **not less than 40 hours per calendar month**, plus time reasonably necessary for time-sensitive matters within the Services. Calls, preparation, follow-up, review, analysis, audits, written work, asynchronous messages, coordination and the Monthly Activity Record all count toward the monthly time. The Company shall provide reasonable priorities, materials, decisions and access needed for the requested work. The Company may choose not to request or use all capacity. Capacity unused because of that choice or because the Company does not provide reasonably requested input or access expires at month-end, does not carry forward and does not reduce the Commercial Minimum Commitment or any Renewal Phase fee. A materially different scope or material increase in reserved capacity requires a written agreement signed by both Parties.

3.3 The service output for a month is the professional time, availability, analysis, advice, recommendations and working materials actually provided under clauses 3.1 and 3.2. An output may be oral, written, shown in a call, recorded in a shared document or system, or reflected in comments and messages. Unless the Parties sign an amendment stating otherwise, the Services do not require a fixed number of calls, audits, documents or recommendations, a prescribed format or volume, implementation of the Contractor's advice, or any particular revenue, funding, profit, hotel-count or KPI result. The Company remains responsible for business decisions and whether to use the advice.

3.4 Within 5 Business Days after each calendar month in which active Services were provided, the Contractor shall send the Company a Monthly Activity Record by email or shared document. It shall reasonably summarise: (a) approximate time by broad activity category; (b) material calls and meetings; (c) material documents or data reviewed and audits or analyses performed; and (d) principal advice, recommendations, decisions supported or follow-up items. Time may be rounded to the nearest half-hour. The record may be in any clear written form and need not contain a minute-by-minute timesheet, a signature or a separate document for each activity. Its delivery, form and any response by the Company are not conditions to a payment due under this Agreement.

3.5 The Company shall raise any performance objection within 10 Business Days after receiving the relevant Monthly Activity Record, by a specific written notice identifying the disputed activity or omission, the contractual requirement said not to have been met, and the records supporting the objection. A general statement that the Services had no value, produced no business result or were unsatisfactory is not a specific objection. For a curable deficiency, the Contractor shall use reasonable efforts to clarify, correct or re-perform the affected item within 10 Business Days after that notice, or a reasonably longer period required by its nature. The Monthly Activity Record is evidence of performance but not the exclusive evidence: calendars, correspondence, messages, meeting records, shared documents, comments, analyses and system records may also be used. A missing or late Monthly Activity Record alone does not establish that no Services were performed. Failure to make a timely specific objection may be relied on as evidence that the Company had no then-known specific objection, but it is not conclusive and does not prevent a court from assessing the facts under mandatory law. A service dispute is resolved separately and does not by itself suspend or set off a payment otherwise due.

## 4. Commercial Minimum Commitment and renewal

4.1 From the Effective Date, and subject only to the Contractor convenience-exit rule in clause 8.2, the Company irrevocably purchases a package of 36 separately payable service periods of reserved capacity (the **Commercial Minimum Commitment**). The Parties individually negotiated this B2B price commitment for the Deferred Compensation Phase, historical and ongoing consulting, reserved capacity, continuity, and the Contractor's agreement to defer cash payment. It is not agreed as a fine, punishment, termination fee or liquidated damages clause.

4.2 The Company accepts the commitment from the Effective Date; only the commencement of cash instalments is deferred to Payment Commencement Date. There is no fixed long-stop date. Unless a Company Trigger Event occurs, cash instalments do not begin until the Recoupment Date is determined under clause 6. Termination by the Company, refusal of tasks, changed management, Change of Control, loss of funding, cessation of the Product or non-use of capacity may end active services only as expressly provided and do not discharge the Payment Term. A Contractor convenience termination is the limited exception provided in clause 8.2. The Recoupment Date establishes when the payment condition was met, but does not itself create any retroactive instalment or payment obligation.

4.3 Each instalment is a separate primary payment obligation. The First Instalment is due on Payment Commencement Date and is the full Monthly Service Fee even if its service period is shorter than a full calendar month. Each of the remaining 35 instalments is due in advance on the first calendar day of the corresponding following calendar month. The due dates are fixed by this Agreement and do not depend on acceptance, utilisation, KPI, profit, financing or a board decision.

4.4 If active services remain in effect after the final service period of the Payment Term, the Agreement automatically continues in the Renewal Phase without a new signature. Each calendar month in the Renewal Phase is a separate service period purchased at the Monthly Service Fee determined by the Highest Achieved Tier and payable in advance on the first calendar day of that month. Renewal fees are primary payment obligations, but they are not part of the 36-instalment Commercial Minimum Commitment or the accelerated balance under clause 7.3. The Renewal Phase continues and may be ended only as provided in clause 8.

## 5. Price and hotel tiers

5.1 The Monthly Service Fee is determined by Highest Achieved Tier:

| Highest achieved Active Hotel Count | Monthly Service Fee | 36-instalment aggregate at that tier |
| --- | ---: | ---: |
| 0–49 | EUR 5,000 | EUR 180,000 |
| 50–99 | EUR 6,250 | EUR 225,000 |
| 100+ | EUR 7,812.50 | EUR 281,250 |

5.2 Each threshold increases the Monthly Service Fee then in effect by 25%. At 50 Active Hotels, EUR 5,000 × 125% = EUR 6,250. At 100 Active Hotels, EUR 6,250 × 125% = EUR 7,812.50. The second increase is applied to the fee produced by the first increase, so the increases compound. For the First Instalment, the Monthly Service Fee is the Highest Achieved Tier evidenced on the Recoupment Determination Date or, if clause 7.4 applies, on the Company Trigger Event date using available evidence or a reasonable estimate. That tier applies from the First Instalment without retroactive recalculation. If a higher threshold is reached after Payment Commencement Date, the Company shall pay a top-up for the service period in which the threshold was reached equal to (new Monthly Service Fee minus previous Monthly Service Fee) multiplied by the number of calendar days from and including the threshold date to the end of that service period, divided by the total calendar days in that service period. The top-up is due within 3 Business Days after the threshold is established under clause 6.5, even if that service period has ended by then. Each later instalment and Renewal Phase monthly fee uses the higher fee. No service period before the threshold date is recalculated.

5.3 All payments are in EUR, net of sender and intermediary bank charges. The Company shall not set off, withhold, deduct, suspend or counterclaim against an amount due except to the extent required by mandatory law. If lawful withholding is required, the Company shall gross up so the Contractor receives the contracted amount, except for taxes imposed on the Contractor's net income in its jurisdiction.

## 6. Deferred Service Credits and reporting

6.1 During each full month of the Deferred Compensation Phase, EUR 5,000 accrues as a **Deferred Service Credit** for services performed and capacity reserved. It is not free work and is not currently payable during normal performance.

6.2 Deferred Service Credits are a fallback claim only if a competent court does not enforce all or part of the Commercial Minimum Commitment. Amounts actually recovered as Deferred Service Credits, monthly fees, accelerated balance or damages for the same period shall be credited against each other; no double recovery is permitted.

6.3 Within 10 Business Days after the end of each calendar quarter, as part of the Company's quarterly reporting, the Company shall provide a director/CFO-certified statement showing collected revenue, the Collected Contribution Margin calculation, the transaction date on which the margin threshold was first crossed (if crossed), Active Hotels, onboarding, churn, refunds/chargebacks and related-party transfers. The statement shall include enough transaction-level detail to verify the calculation and threshold date. Subject to clause 9.2, the Company shall provide reasonable read-only access to CRM, billing, payment-provider and revenue dashboards where available.

6.4 The Contractor may audit twice annually and additionally upon reasonable suspicion. An understatement over 3% requires the Company to pay the audit cost, immediately correct the records and calculation, and pay any resulting amount then due. Failure to report does not postpone Recoupment, a tier or Payment Commencement Date: the Contractor may apply a reasonable evidence-based estimate, and the Company bears the burden to disprove it.

6.5 Each statement under clause 6.3 is a **Recoupment Report**. Within 10 Business Days after receiving a Recoupment Report, the Contractor may notify the Company of any specific, reasoned objection to its calculation or supporting data. The Company shall, within 10 Business Days after that notice, provide a specific written response and the reasonably requested supporting records. A Recoupment Report not so disputed is deemed accepted solely for determining Collected Contribution Margin, Active Hotel Count, Recoupment Date and the applicable tier. An estimate under clause 6.4 becomes applicable 10 Business Days after written delivery unless the Company supplies specific records showing it is materially incorrect and provides its corrected calculation within that period. If a report, correction or estimate remains disputed after the Company's response, the Contractor shall within 5 Business Days propose three independent Latvian sworn auditors with no conflict of interest. The Company shall select one within the next 5 Business Days; if it does not, the Contractor may appoint one of the three. The appointed auditor shall determine only the disputed calculation as an expert, not an arbitrator, and shall use reasonable efforts to decide within 20 Business Days. The expert's determination is binding absent manifest error. Expert costs are shared equally unless the expert finds an understatement exceeding 3%, in which case the Company pays them. The undisputed part applies while the expert review is pending. The Recoupment Determination Date is the date of the accepted report, agreed correction, applicable estimate or expert determination that establishes the Recoupment Date.

6.6 A Recoupment Determination Date occurring after the Recoupment Date does not create any instalment or payment obligation for a period before Payment Commencement Date. Only the First Instalment is due on Payment Commencement Date, followed by one instalment on the first calendar day of each following calendar month. A disagreement does not postpone an objectively undisputed calculation or the effect of a Company Trigger Event.

## 7. Default and remedies

7.1 An **Event of Default** occurs upon: payment overdue more than 5 Business Days; materially false reporting; failure to provide required data after 5 Business Days' written notice; affiliate circumvention; a material breach not cured within its stated cure period; Change of Control/asset transfer; or insolvency/liquidation.

7.2 On default, overdue instalments and Renewal Phase fees are immediately due and bear statutory commercial late-payment interest and all statutory fixed recovery compensation, plus reasonable advocate, court, bailiff, translation and collection costs to the maximum lawful extent. The Contractor may suspend active services without ending the Payment Term or waiving accrued Renewal Phase fees and may assign monetary claims to a factor or collection agency without consent.

7.3 If two consecutive instalments are overdue, or the Company unequivocally repudiates the whole schedule, the Contractor may elect either (a) to claim instalments as they fall due, or (b) to claim an accelerated balance equal to the number of remaining instalments that are **not yet due** multiplied by the Monthly Service Fee in effect on the date of the acceleration notice, multiplied by **90%**, plus already overdue amounts, lawful interest on overdue amounts and permitted recovery costs. If the Payment Commencement Date has not yet occurred, the Monthly Service Fee for this calculation is determined under clause 5.2 as of the Company Trigger Event date. Each overdue instalment is added only once. The calculation does not assume a future tier increase. This is a secondary commercial remedy, not the sole remedy.

7.4 If any acceleration, discount calculation or lump-sum remedy is held invalid, excessive, reduced or unenforceable, the primary monthly schedule remains in force, and each remaining instalment is due on its original due date. If a Company Trigger Event occurs before Payment Commencement Date, the First Instalment is due 3 Business Days after that event, based on clause 5.2, followed by the ordinary 36-instalment schedule. No instalment is due for any period before that First Instalment.

7.5 Remedies are cumulative only subject to clause 6.2 and mandatory law. The Parties request severance, reduction or modification to the maximum enforceable extent without impairing accrued instalments, services performed, interest or recovery costs.

## 8. Termination and Cause

8.1 Except for a convenience termination during the Renewal Phase under clause 8.4, the Company may terminate active services for **Cause** only for proven fraud/theft against it; intentional serious misconduct with proven material loss; a final conviction for serious crime directly affecting the services; or a specific material breach not cured within 20 Business Days after detailed written notice. The Company bears the burden of proof. A general allegation of poor performance or dissatisfaction, loss of trust, business needs, restructuring, lack of funding, founder disagreement, subjective KPI, board decision, or a vague breach is not Cause. A Company termination during the Payment Term, whether for Cause or otherwise, may end active services but does not discharge, shorten or reduce the Commercial Minimum Commitment or any of the 36 instalments, subject to mandatory law and the Company's rights in respect of a proven breach.

8.2 Before completion of the Payment Term, the Contractor may terminate active services for convenience on 90 days' written notice. On that termination date, future instalments cease and are not accelerated; the Contractor retains instalments and other amounts already due, while Deferred Service Credits remain governed solely by clause 6.2. This convenience rule does not apply where the Contractor suspends or terminates because of an Event of Default or Constructive Termination. In that case, the Contractor shall give written notice identifying the breach and 5 Business Days to cure, unless the breach is incapable of cure or involves insolvency or unequivocal repudiation, and the Commercial Minimum Commitment and Payment Term survive. Convenience termination during the Renewal Phase is governed by clause 8.4.

8.3 **Constructive Termination** includes an attempted fee reduction; material reduction of the agreed scope or access; exclusion from product decisions necessary to perform the Services; payment delay; an imposed materially different scope; employee-like hours, workplace or control; refusal of margin or hotel data; or transfer of functions, customers, contracts or revenue to an Affiliate to avoid this Agreement. These facts are not the sole basis for a lump-sum claim; the primary monthly schedule and clause 6 fallback apply.

8.4 During the Renewal Phase, either Party may terminate this Agreement for convenience by giving at least 90 days' written notice, effective only on the last day of a calendar month. Active services and the applicable Monthly Service Fee continue through the effective termination date. A notice from the Company may be delivered before completion of the Payment Term, but cannot end active services under this convenience rule before the end of the final service period of the Payment Term and does not discharge, shorten or reduce any of the 36 instalments. Termination under this clause creates no acceleration or liability for Renewal Phase months after its effective date; all amounts already due and provisions stated to survive remain unaffected.

## 9. IP and confidentiality

9.1 Background IP, frameworks, templates, methods and general know-how remain the Contractor's. Once all amounts then due under this Agreement have been paid, the Company receives rights in specifically created deliverables as needed for the Product; instalments not yet due do not delay that transfer. While an amount then due remains unpaid, the Company has only a revocable, non-transferable, limited licence to use those deliverables internally for the Product, to the maximum permitted by law. Latvian counsel must confirm the IP-transfer mechanism and the rights being transferred.

9.2 Each Party shall protect the other Party's non-public business, technical, customer and financial information and use it only for this Agreement, subject to law, advisers under confidentiality and information already lawfully known, independently developed or public without breach. If the Contractor will process personal data for the Company, the Parties shall put the required data-processing and lawful international-transfer terms in place before that access. Until then, access under clause 6.3 shall be limited to aggregated or otherwise non-personal data.

## 10. Change of Control and anti-circumvention

10.1 Change of Control or a transfer does not release the Company. A successor assumption may be requested as additional protection, but is not a condition to the Company's liability or the Contractor's remedies. Failure to obtain one is a Company Trigger Event and Event of Default.

10.2 The Company shall not structure an Affiliate, reseller, white-label or asset transfer to evade reporting, hotel tiers, payment, audit or liability. The original Company remains liable.

## 11. Warranties

11.1 On the Effective Date, the Company warrants that it exists validly; its signatory has authority; all necessary internal approvals were obtained; this Agreement has genuine corporate benefit; it was individually negotiated; the Company had opportunity for independent advice; the rates and commitment are commercially understood and proportionate to expected value; and this Agreement does not conflict with its constitutional documents, shareholder arrangements or known financing restrictions.

11.2 A breach creates a separate claim to the extent lawful but does not make the primary debt contingent on a future board resolution or other document. The Company waives unilateral termination rights to the maximum permitted by mandatory law.

## 12. Notices, law and forum

12.1 Notices shall be in English and sent by email and registered mail to the addresses in Schedule 2, and through a Latvian e-address where available. Email is effective when no delivery-failure notice is received; registered-mail notice is effective on the fifth Business Day after posting. Formal service remains subject to mandatory procedural law.

12.2 This Agreement and non-contractual obligations are governed by Latvian law. The courts of Riga, Latvia have exclusive jurisdiction, without limiting a Party's right to seek urgent protective measures where legally available. The Parties intend this clause to be a written exclusive jurisdiction agreement.

12.3 The Contractor may use Latvian advocates, authorised representatives, powers of attorney, debt assignment and lawful bailiff enforcement. The Parties acknowledge that a future notarial instrument, security or board document is optional and is not a condition precedent to obligations hereunder.

## 13. General

13.1 This is the entire agreement on its subject. Amendments and waivers must be in writing and signed by both Parties; no oral waiver is effective. Invalid provisions are severed or reduced to maximum lawful effect. No failure to enforce is a waiver.

13.2 Counterparts and reliable electronic signatures are permitted to the extent Latvian law permits. Each signatory confirms authority. Schedules form part of this Agreement.

### Signatures

| For the Company | For the Contractor |
| --- | --- |
| [HARMA LEGAL NAME] | Ivan Ukraintsev, Georgian Individual Entrepreneur |
| Name/title: [AUTHORIZED SIGNATORY] | ID: [GEORGIAN IE NUMBER] |
| Signature/date: __________________ | Signature/date: __________________ |

---

## Schedule 1 — Historical Product Consulting Investment

| Date | Payer | Amount (EUR) | Payment reference / evidence | Services |
| --- | --- | ---: | --- | --- |
| [●] | [●] | [●] | [●] | [●] |

Total Historical Product Consulting Investment: **EUR [RECOUPMENT_AMOUNT_EUR]**.

## Schedule 2 — Notices and payment details

Company: [registered address], [email], [Latvian e-address if available].

Contractor: [address], [email].

Bank details: [BANK DETAILS].