Seller Services Agreement (Public Offer)

1. Terms and definitions

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

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

2. Subject of the Agreement and status of the parties

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

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

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

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

3. Conclusion of the Agreement (acceptance of the Offer)

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

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

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

Check in the state tax register. The Seller agrees that, to confirm the business details it has entered, the Operator checks the Seller's registration in the state tax register of the Republic of Uzbekistan through the e-document operator DIDOX TECH LLC (STIR 310529901), to which the Operator sends the STIR or PINFL the Seller has entered, and keeps the answer — registration status, taxpayer type, VAT status, and whether the director and the bank details match — as evidence for the Seller's application. For this check the STIR or PINFL is sent to no one outside the Republic of Uzbekistan. Details, including where and for how long the answer is kept, are in section 15 of the Privacy Policy.

4. Obligations of the parties

The Operator undertakes to

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

The Seller undertakes to

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

5. Order processing and fulfilment

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

Both models apply. By default the Operator arranges delivery through its own and partner carriers; where the Operator enables it, a Seller may ship independently. Delivery fees are set out in Annex 1.

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

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

6. Acceptance of Services and Settlement Statements

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

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

Where the parties are required to exchange signed acts of rendered services for accounting or tax purposes, such acts are formed on the basis of the Settlement Statements; the Operator may make them available in electronic form (including via electronic document interchange). No signed periodic act of rendered services is required. The Statement is made available in the Seller Dashboard and is deemed accepted if no objection is received within the objection window; a Seller who objects in time is answered before the Statement is treated as final.

7. Remuneration and settlements

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

Commission and fees

• Commission is charged per category and is shown to the Seller in the Seller Dashboard for each product or category. This Agreement does not fix a percentage; the applicable rate is the Commission shown in the Seller Dashboard at the time of sale, and the Platform snapshots that rate for each completed Order. Category rates and all other charges are published in Annex 1 — Tariffs, fees and settlement, which carries its own revision date.
• Additional service, promotional, live-boost or payment-processing Fees apply only where the Seller opts into the relevant feature or where the Fee otherwise applies to a feature the Seller uses; such Fees are disclosed before they are incurred.
• The Operator may change Commission and Fees prospectively on notice as described in "Final provisions"; changes do not apply retroactively to Orders already completed.
• Taxes applicable to the Operator's remuneration are handled in accordance with applicable law. VAT is applied to the Commission where the Operator’s applicable tax regime requires it, and is shown separately on the commission invoice. Amounts stated in the Seller Dashboard are exclusive of any such VAT unless the invoice says otherwise.

Settlement and payouts

• When an Order is successfully completed, the net Proceeds — the Buyer's payment less applicable Commission, Fees, and any refunds, returns, chargebacks or adjustments — are credited to the Seller's Balance. Commission and Fees are invoiced to the Seller as a receivable for each settlement period; they are not deducted from Proceeds, and the Seller’s Balance is credited with the full amount of the sale.
• Payouts of the available Balance are made to the Seller's nominated card or bank account through the Payment Provider on the settlement schedule shown in the Seller Dashboard, subject to verification (KYC). Proceeds are credited to the Balance when the Order is paid, and the available Balance may be withdrawn on the schedule and thresholds shown in the Seller Dashboard.
• The Operator applies no reserve and no rolling hold to the Balance. Introducing one would be a change to Annex 1 and would take effect only on the notice described in "Final provisions". The Operator may still hold a specific amount pending confirmation of delivery, expiry of the return window, or resolution of a dispute, complaint or investigation.
• Refunds, returns, cancellations and chargebacks are reconciled against the Balance. Where a refund is due to a Buyer for an Order on which the Seller has already been paid, the corresponding amount (including related Fees) may be deducted from the Balance or, if the Balance is insufficient, invoiced to and payable by the Seller.
• Coins, cashback and reward vouchers redeemed by Buyers are settled according to the Platform's economy rules; they have no independent cash value. Full payment and refund mechanics are set out in the Payments & Refunds Policy.

8. Notices and information exchange

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

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

Content licence. The Seller grants the Operator a non-exclusive, royalty-free, worldwide licence, with the right to sublicense it as set out below, to host, store, reproduce, adapt (including editing, cropping, excerpting, translating, adding captions and combining with other material), publish, display, distribute and communicate to the public, and otherwise use, the Content the Seller uploads, broadcasts or provides — including product photos, titles, descriptions, videos, recordings of live broadcasts, and the Seller's questions, answers and comments about its goods — together with the Seller's shop name, logo and shop-page details, for the purposes of: (a) providing the Services, and displaying and promoting the Platform and the Seller's goods on it; and (b) advertising and marketing the Platform, the Seller and the Seller's goods, without limiting the purpose to a particular campaign — including recommending products to Buyers, cross-selling, reminding Buyers about products they viewed or left in their cart, and presenting products together with Buyers' reviews of them. The Operator may use the Content through any channel and in any media, including the Platform; its own and third parties' websites, apps and social-media pages; advertising platforms; email, SMS, push notifications and messengers; and offline media such as printed materials, outdoor advertising and events. The Operator may sublicense this licence to advertising platforms, advertising and marketing agencies, printers, event partners and email, SMS, push-notification and messenger providers, to use the Content on the Operator's behalf and for these purposes. Where the Content shows or records a person (including the Seller, its representatives or presenters), the Seller consents to the use of their image, voice and name as they appear in the Content for these purposes — including in print, outdoor and other offline use and in messages to Buyers — and warrants that it holds the prior written agreement of each such person to that use, a copy of which it will give the Operator on request. The Seller further warrants that it owns, or holds a licence to, all rights necessary to grant this licence, and that the Content and its use as described here do not infringe the rights of any third party. The Seller must not include in the Content identity documents or other people's personal data (such as phone numbers or addresses). The licence lasts for as long as this Agreement lasts. When this Agreement ends, the Operator begins no new use of the Seller's Content; and where the Operator removes Content because of a notice from a rights-holder, it begins no new use of that Content. Advertising and marketing materials already published or distributed before then need not be withdrawn, and the licence otherwise continues only to the extent needed for records, dispute resolution and legal compliance. This licence does not extend to identity-verification (KYC) data, which is processed only as described in the consent the Seller gives for it.

Product content is public and is processed by third parties. The Seller acknowledges, understands and agrees that: (a) the Content it shares is product content on a public marketplace — once it is published, anyone can see, save, copy and share it, on the Platform and outside it, and the Operator cannot control or undo what others do with it; (b) to check, describe, translate, classify and moderate Content, to keep the Platform safe and to improve the Services — now and as they develop — the Operator processes Content, including recordings of live broadcasts and the image and voice of the people in them, with artificial-intelligence services, servers and other tools operated by third parties, and may have it reviewed by people, including independent contractors who are not the Operator's employees; (c) those services, servers and people may be located in the United States, Europe, the Middle East and Asia — mainly India, Bangladesh, Nepal, Pakistan, Uzbekistan, Kyrgyzstan, Tajikistan, Kazakhstan and similar countries — including countries whose laws do not provide the same level of protection as the laws of the Republic of Uzbekistan; and (d) the Operator remains responsible for protecting personal data as the law requires and chooses its providers with care, but cannot guarantee that content processed on systems outside its control will never be accessed by others. The Seller consents to the processing, transfer and use of its product content as described in this paragraph and in section 18 of the Privacy Policy, and confirms that every person shown or heard in it has been informed of this and agrees. Product content is accepted only on these terms. Identity-verification (KYC) data is never processed in this way.

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

9. Liability and warranties

Seller warranties

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

Allocation of liability

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

Indemnity

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

10. Force majeure

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

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

11. Confidentiality and personal data

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

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

The parties act as independent controllers of the personal data each processes for its own purposes, except where they expressly agree otherwise in writing. No separate data-processing addendum is required. The Seller receives Buyer personal data only to fulfil an Order, must use it for no other purpose, must not retain it beyond what fulfilment and its own legal obligations require, and must not transfer it to a third party except a carrier engaged for that Order.

11.4. AI checks of live broadcasts. By going live on Dona, the Seller agrees, and confirms that every person it puts on camera has been informed and agrees, that: (a) still frames of the broadcast are checked automatically by an artificial-intelligence service (Google) for prohibited content, and a broadcast may be ended automatically if nudity or a risk to a child is detected with high confidence; (b) recordings of broadcasts — picture and sound — are product content and are processed as described in section 8 (the content licence and the paragraph after it); in particular, recordings of public broadcasts of 3 minutes or more are reviewed by artificial intelligence (including on Google Cloud in the European Union) to assess how the goods were presented, and may also be processed by other artificial-intelligence services, servers and people in the places listed there; the results are shown to the Seller and used to recommend streamers and shops to one another. Details, retention periods and how to object are in sections 14 and 18 of the Privacy Policy.

12. Term, suspension and termination

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

Suspension

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

Termination

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

Wind-down and survival

On termination the Seller must fulfil or lawfully cancel all open Orders, honour outstanding returns, refunds and warranty obligations, and remain responsible for Orders placed before termination. The Operator completes final settlement and Payout of the Seller's net Balance after expiry of the applicable return/chargeback windows and resolution of open disputes, less amounts owed. six (6) months Provisions that by their nature should survive — including remuneration due, liability, indemnity, confidentiality, and governing law — survive termination.

13. Final provisions

Governing law and disputes. This Agreement is governed by the law of the Republic of Uzbekistan. The parties will try to resolve any dispute by negotiation, following the mandatory pre-claim (claim) procedure where it applies; failing which the dispute is submitted to the competent court of the Republic of Uzbekistan: the economic courts where the Seller is a legal entity or an individual entrepreneur (YaTT), and the civil courts where the Seller is a self-employed person. A self-employed person is not registered as an entrepreneur, and the economic courts have no jurisdiction over them — naming those courts for every Seller would leave this clause void for the Sellers who most need it to be clear. Nothing limits a consumer Buyer's separate statutory rights, which are governed by consumer-protection law.

Changes to the Offer. The Operator may amend this Agreement by publishing the updated version on the Platform at least thirty (30) days before it takes effect and notifying the Seller in the Seller Dashboard or by email. The Seller accepts an amendment by confirming it in the Seller Dashboard or the app. A Seller who does not accept may terminate as set out above. Changes do not apply retroactively to completed Orders.

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

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

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

Language. This Agreement is published in Uzbek, Russian and English. the Uzbek version prevails; the Russian and English versions are official translations provided for convenience

14. Operator details (requisites)

Operator: ALIFCO MCHJ Registered office: Labzak 2A, Tashkent, Republic of Uzbekistan Platform: https://dona.uz · Apps: iOS / Android (im.dona.app) Contact: hello@dona.uz

• Legal name and form: ALIFCO MCHJ (limited liability company, Republic of Uzbekistan)
• Taxpayer ID (STIR): 313 113 129
• Legal and postal address: Labzak 2A, Tashkent, Republic of Uzbekistan
• Address for legal notices: the postal address above, and hello@dona.uz

Settlement requisites. The Operator's bank name, MFO and settlement account are shown to each verified Seller in the Seller Dashboard, together with the number and date of that Seller's own commission contract. They are provided there rather than here because they are the values a Seller copies into their tax cabinet, and a Seller must read them from an authenticated page bound to their own account.

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