V77 Trust Certified Auditor Partner Agreement

1. Parties and how this agreement is made

1.1This agreement is between Vertex77 spółka z ograniczoną odpowiedzialnością (Vertex77 sp. z o.o.), ul. Świeradowska 47, 02-662 Warszawa, Poland, KRS 0001217415, NIP 5214148501, REGON 543742675 ("V77", "we", "us"), operator of the V77 Trust platform, and the person or entity named in the application who accepts it ("Partner", "you").

1.2You accept this agreement electronically, by ticking the acceptance boxes and typing your full name as your signature when you apply or when you are asked to accept a new version. That acceptance is an electronic declaration of intent within the meaning of Articles 60 and 78¹ (documentary form) of the Polish Civil Code. We keep a record of the version accepted, a fingerprint (SHA-256) of its text, the name typed, the date and time, the IP address and the browser used.

1.3The agreement is concluded when you accept it. Your rights to receive V77 Jobs, be listed in the directory and earn commission begin only when V77 approves your application. If we do not approve the application, the agreement ends automatically, with no obligations on either side except confidentiality and data protection.

1.4If you accept on behalf of a company or partnership, you confirm that you are authorised to bind it. That entity is then the Partner, and you are personally responsible for making sure each of its people who delivers work follows this agreement.

1.5You confirm that you are acting in the course of your business or profession and not as a consumer.

2. Definitions

3. Your status

3.1The programme is non-exclusive. You may work for other clients and platforms, and V77 may appoint other partners in any territory or sector.

3.2You are an independent contractor. Nothing in this agreement creates employment, partnership, joint venture or agency. You have no authority to make promises, sign contracts or accept payments on V77's behalf.

3.3You decide how, when and where you work, within the scope and timetable of each Engagement Letter. You provide your own equipment and bear your own costs unless an Engagement Letter says otherwise.

3.4You are solely responsible for your taxes, social security contributions, VAT registration and reporting, licences and permits in every country where you work.

3.5We do not guarantee any volume of work or income.

4. Admission, verification and levels

4.1Everything you tell us in your application and profile must be true, complete and current. That covers your identity, qualifications, certificates, experience, insurance and conflicts of interest.

4.2We may verify your identity and credentials with issuers, registers and referees. We may ask for documents and decide your level at our discretion.

4.3You must tell us in writing within 10 Business Days if a certificate expires, is suspended or withdrawn, if your insurance lapses, or if you become subject to any disciplinary, regulatory or criminal proceedings relevant to your professional work.

4.4You start at the level we confirm on approval. We may move you up a level when the criteria are met, and down when they no longer are. The criteria for each level are published on the programme page. A level change applies to Jobs accepted after the change.

4.5Whether you are listed in the public auditor directory, and how prominently, is at our discretion. Being listed is not a guarantee of work.

5. V77 Jobs

5.1V77 contracts with and invoices the Client for each V77 Job. You must not invoice the Client for a V77 Job, accept payment from the Client for it, or agree additional paid work with the Client outside the Platform. Changes in scope go through V77.

5.2Each V77 Job is offered to you through the Platform or by email. A V77 Job is only accepted when you confirm the Engagement Letter. You may decline any offer.

5.3You must deliver each accepted V77 Job personally, or through the named people approved in the Engagement Letter, with due professional care, on time and to the agreed scope. You must not subcontract without V77's prior written consent.

5.4For V77 Jobs delivered on the Platform, you must not start work until V77 confirms that the Client's V77 Trust licence is active.

5.5If you cannot complete a V77 Job, tell V77 at once and cooperate in a handover. Commission for partly completed work is paid in proportion to the deliverables accepted by the Client, as V77 reasonably decides.

5.6You must upload the final report and deliverables for every V77 Job to the Platform within 5 Business Days of delivering them to the Client.

6. Delivery Mode: V77 Trust tools or your own tools

6.1The Delivery Mode of every V77 Job is agreed in writing in the Engagement Letter before any work starts.

6.2Full commission is paid only when the Job is delivered on the Platform. The Client's records, evidence, findings and reports must be created and kept in the Client's own V77 Trust workspace, using V77 Trust tools.

6.3If you use your own or third-party tools, the Job is an Own Tools job. You may do so only where the Engagement Letter says so, and your share is 20 percentage points lower than the On the Platform share for your level.

6.4You may change the Delivery Mode during a Job only with V77's prior written consent. The rate that applies is the one for the mode actually used for most of the work.

6.5If a Job agreed as On the Platform is delivered substantially with Own Tools, V77 may recalculate the commission at the Own Tools rate. V77 may also set off any overpayment against future commission or ask you to repay it. Repeated or deliberate misstatement of the Delivery Mode is a material breach.

7. Your own clients and referrals

7.1For Own-Client Jobs you contract with and invoice your client directly, and you are fully responsible to that client. Where you collect your fee through the Platform, V77 deducts the platform fee for your level before paying out the balance.

7.2Each Own-Client Job run on the Platform needs a V77 Trust subscription for the client's workspace, unless V77 agrees otherwise in writing.

7.3Referral commission is earned only when you have recorded the introduction through the Platform before the Referred Customer first contacts V77, and the customer buys within 90 days. It is paid on subscription fees actually received in the customer's first 12 months. If two partners claim the same customer, the first recorded introduction wins.

8. Commission rates and payment

8.2Commission is calculated only on amounts V77 has actually received. No commission is due on unpaid, refunded, credited or charged-back amounts.

8.3By the 5th Business Day of each month, V77 publishes a commission statement in your partner workspace for the previous month. You then send an invoice (or V77 issues a self-billing invoice where you have agreed to self-billing). V77 pays within 14 days of receiving a correct invoice, in EUR, by bank transfer to the account in your profile.

8.4VAT is added or reverse-charged as the law requires. Commission amounts are stated net of VAT. Each party bears its own bank charges.

8.5If V77 refunds a Client within 90 days of payment, for example because of a valid complaint about your work, the related commission is deducted from your next statement or repaid by you within 30 days.

8.6You must raise any query about a statement within 60 days of its publication. After that the statement is final, except in case of fraud or obvious error.

8.7V77 may withhold commission while investigating a suspected material breach, fraud or a Client complaint, for up to 90 days. We will tell you why.

8.8V77 may change the rates or levels prospectively under clause 21. Jobs already accepted keep the rate in their Engagement Letter.

9. Non-circumvention and non-solicitation

9.1During this agreement and for 12 months after it ends, you must not, directly or through anyone else, provide or offer services similar to the programme engagements to any Client that V77 introduced to you, unless the work runs through V77. This does not apply to clients you can show you had a documented relationship with before V77's introduction.

9.2If you breach clause 9.1, you must pay V77, as a contractual penalty (kara umowna, Art. 483 of the Polish Civil Code), an amount equal to 30% of the fees the Client paid or owes you for that work, and at least EUR 2,000 per Client. V77 may also claim damages above that amount.

9.3During this agreement and for 12 months after it ends, you must not actively solicit any V77 employee or contractor whom you dealt with under this agreement to leave V77. General job advertisements are not solicitation.

10. Professional standards and independence

10.1You must work competently, objectively and honestly, following recognised good practice for audits and assessments, including the principles of ISO 19011 and any standard named in the Engagement Letter.

10.2You must not audit or assess, as an independent reviewer, any AI system, management system or documentation that you or your firm designed, built, implemented or wrote in the previous 24 months. You may provide those services as advisory work only if the Engagement Letter says so.

10.3Before accepting any Job, you must disclose in writing every actual or potential conflict of interest, including financial, family and prior working relationships with the Client. You must decline the Job if the conflict cannot be managed.

10.4You must not present any V77 Job or deliverable as an ISO certification, an accredited conformity assessment or a notified-body assessment under the EU AI Act. You must not promise a Client any certification or regulatory outcome.

10.5Your findings must be based on evidence you have reviewed. You must not falsify, invent or knowingly omit evidence or findings, or change them because of pressure from a Client or anyone else.

10.6You must tell every Client that you are a V77 Trust certified partner and, for V77 Jobs, that V77 is the contracting party.

10.7V77 may review your work for quality, ask Clients for ratings and feedback, and investigate complaints. You must cooperate and correct justified shortcomings without extra charge.

11. Confidentiality

11.1Confidential Information means any non-public information disclosed by V77 or a Client in connection with this agreement, in any form. That includes Client systems, data, evidence, findings, business plans, prices, commission terms and the Platform's non-public features.

11.2You may use Confidential Information only to perform the relevant Job or this agreement. You must protect it with at least reasonable care and disclose it only to your approved personnel who need it and are bound by equal duties of confidentiality.

11.3These duties do not apply to information that is or becomes public without your fault, was lawfully known to you before disclosure, or is independently developed. You may disclose information where the law or a competent authority requires it, after notifying the owner where lawful.

11.4Confidentiality lasts for the term of this agreement and 5 years after it ends. Trade secrets stay confidential for as long as they remain trade secrets.

11.5When a Job or this agreement ends, you must return or securely delete the related Confidential Information within 30 days and confirm in writing on request. You may keep copies that the law requires you to keep, and they stay confidential.

12. Personal data (GDPR)

12.1Each party must comply with the GDPR (Regulation (EU) 2016/679) and other applicable data-protection law.

12.3Where a Client requires its own data processing agreement, you will sign it on terms no less protective than this clause.

12.4V77 processes your personal data to run the programme, verify credentials, pay commission and meet legal duties, as described in the V77 Trust Privacy Notice. With your consent on approval, your public profile is shown in the auditor directory. You can withdraw that consent at any time by asking to be delisted.

13. Use of the Platform

13.1Your partner account is personal to you. You must turn on and keep two-step sign-in and must not share credentials. You are responsible for all activity under your account.

13.2You may access a Client's workspace only for an accepted Job and only for as long as the Client allows. V77 logs access and may withdraw it at any time.

13.3You must follow the V77 Trust Terms of Use and must not copy, scrape, reverse-engineer, resell or misuse the Platform or its content.

13.4The practice workspace you receive on approval is for training and demonstrations only. It must not contain real Client data.

14. Intellectual property

14.1V77 owns the Platform, its software, templates, control libraries, methodologies, documentation and brand. During this agreement you get a non-exclusive, non-transferable licence to use them only to deliver Jobs.

14.2Unless the Engagement Letter says otherwise, the Client receives the rights in the deliverables of a V77 Job agreed in its contract with V77. You assign those rights, or grant a licence of matching scope, to V77 or directly to the Client as V77 directs, on payment of your commission. You keep your pre-existing know-how and general skills.

14.3You give V77 a free, perpetual licence to use anonymised and aggregated information from Jobs to improve the Platform and the programme. That information must never identify a Client or individual.

15. Name, badge and marketing

15.1While you are an approved partner in good standing, you may describe yourself as a "V77 Trust Certified Auditor" at your level and use the partner badge, following our brand guidelines.

15.2You must not use V77's name or brand in a misleading way, register names or domains that include "V77", or make statements on V77's behalf to the press or regulators.

15.3You must stop all such use at once if you are suspended or this agreement ends.

16. Insurance

16.1Before you accept your first paid V77 Job, you must hold professional indemnity insurance covering the services you provide. The cover must be at least EUR 1,000,000 per claim and in the aggregate, or more if an Engagement Letter requires it, and the insurer must be reputable.

16.2You must keep that insurance during this agreement and for 3 years after it ends, either as run-off cover or a continuing policy. You must give proof on request and tell us within 10 Business Days if the cover is cancelled or reduced.

17. Ethics and legal compliance

17.1You must comply with all applicable laws, including anti-bribery and anti-corruption laws, sanctions and export-control laws, and anti-money-laundering laws.

17.2You must not offer or accept any bribe, kickback or improper advantage. You must not give or accept gifts or hospitality worth more than EUR 100 in connection with a Job without telling V77.

17.3You confirm that you, and anyone you control, are not subject to EU, UN, UK or US sanctions.

18. Liability and indemnity

18.1You are responsible for the professional services you provide and for the acts and omissions of your personnel.

18.2You will indemnify V77 against losses, fines, damages and reasonable costs (including legal fees) arising from claims by Clients, regulators or other third parties caused by: your negligence or wilful misconduct; your breach of clauses 10 to 12 or 17; or infringement of third-party rights by your materials.

18.3V77's total liability to you under or in connection with this agreement in any 12-month period is limited to the commission paid to you in that period. V77 is not liable for lost profits, lost business or indirect losses.

18.4Nothing in this agreement limits liability that cannot be limited by law, including liability for damage caused intentionally (Article 473 § 2 of the Polish Civil Code).

19. Term, suspension and termination

19.1This agreement lasts for an indefinite period. Either party may end it for convenience with 30 days' written notice, including by email.

19.3You may end this agreement with immediate effect if V77 fails to pay undisputed commission within 30 days after written notice.

19.4When this agreement ends, you must complete or hand over the V77 Jobs in progress as V77 directs. You will be paid commission for work completed and accepted. You must stop using V77's name and badge, and return or delete Confidential Information under clause 11.

19.5Clauses 8 (for amounts accrued), 9, 11, 12, 14, 16.2, 18, 19.4, 22 and any other clause meant to survive, continue after this agreement ends.

20. No legal advice by V77

20.1The Platform and its content support your professional work. They are not legal advice and do not replace your own professional judgement, for which you remain responsible.

21. Changes to this agreement

21.1V77 may change this agreement, including commission rates and levels, by giving you at least 30 days' notice by email and in your partner workspace. We may give shorter notice where a change is required by law or is purely in your favour.

21.2You will be asked to accept the new version. If you do not want to accept it, you may end this agreement before the change takes effect, without paying any penalty. If you have not accepted the new version when it takes effect, you cannot take new V77 Jobs until you accept it, and V77 Jobs you already accepted continue on their existing terms.

21.3Every version is published with its version number and date, and you can download the version you accepted.

22. Governing law and disputes

22.1This agreement and any dispute arising from it are governed by Polish law. The UN Convention on Contracts for the International Sale of Goods does not apply.

22.2The parties will first try to settle any dispute in good faith within 30 days of written notice. If that fails, the dispute will be decided by the common court having jurisdiction over V77's registered seat in Warsaw, Poland.

23. General

23.1This agreement, each Engagement Letter, the V77 Trust Terms of Use and the Privacy Notice form the entire agreement between us on the programme. If they conflict, the Engagement Letter prevails for its Job, and otherwise this agreement prevails.

23.2You may not assign or transfer this agreement without V77's written consent. V77 may assign it to a company in its group or to a buyer of its business, with notice to you.

23.3Notices must be in writing and may be sent by email: to V77 at contact@v77trust.com, and to you at the email address in your profile. A notice sent by email is received on the next Business Day.

23.4Neither party is liable for delay caused by events beyond its reasonable control. This does not excuse payment obligations.

23.5If any provision is invalid, the rest remain in force and the invalid provision is replaced by a valid one closest to its purpose.

23.6A party's failure to enforce a right is not a waiver of it.

23.7This agreement is written in English. Any translation is for convenience only, and the English version prevails.