Nexthor Scout Agreement

Most partner programs require something: a target, a forecast, a weekly call, a quota. The Nexthor Scout role is built on the opposite premise.

A Scout connects studios to Nexthor and is paid on what those studios buy, on a structure that runs without minimums, without territory constraints, and without ongoing management duties. The obligations that do apply are narrow and time-limited.

This Agreement defines what they are. The Policies referenced in Section 10 govern the operational detail.

Nexthor PPF is a brand operated by Digital Bug s.r.o., IČO 54330483, with registered office at Okružná 20, 058 01 Poprad, Slovak Republic (hereinafter "Nexthor").

The Scout is the individual or business entity who has accepted this Agreement through the digital signing process (hereinafter "Scout" or "you").

Together, Nexthor and the Scout are referred to as the "Parties."

The Scout operates as an independent contractor. Nothing in this Agreement creates or implies an employment relationship, agency, joint venture, franchise, or partnership between the Scout and Nexthor or Digital Bug s.r.o.

The Scout:

• Acts in their own name and on their own account at all times.
• Has no authority to legally bind Nexthor, enter into contracts on Nexthor's behalf, or make commitments that create obligations for Nexthor.
• Is solely responsible for all applicable tax, social insurance, and other obligations under applicable law in their jurisdiction.
• Confirms they are not listed on any EU or UN sanctions list and will not facilitate transactions involving sanctioned persons or jurisdictions. The Scout complies with all applicable anti-bribery and anti-corruption laws.

Business registration requirement

Scouts participate as independent contractors. The following registration rules apply under Slovak tax law:

• A Scout whose annual commissions from Nexthor do not exceed €500 in a calendar year is not required to hold a Slovak business registration (živnosť or IČO). The Scout is solely responsible for correctly declaring any such income under applicable tax law as occasional or other income.
• A Scout whose annual commissions exceed €500 in any calendar year must register a živnosť (trade licence) or equivalent legal business entity (IČO) within 30 days of crossing the threshold and provide proof of registration to Nexthor upon request.
• Failure to provide proof of registration when required is grounds for suspension of commission payouts until registration is confirmed.
• Scouts holding an existing business registration must provide proof upon request and issue valid invoices for all commission payments.

Cross-border tax and registration

The €500 threshold above applies under Slovak tax law (§9(1)(f) of the Slovak Income Tax Act). Scouts resident or registered in other jurisdictions must comply with the applicable tax thresholds and business registration requirements of their own country. Where local law of the Scout's country of residence requires earlier registration, lower thresholds, or different formalities (for example, in the Czech Republic, Hungary, Poland, Germany, Austria, or other EU member states), the Scout must comply with those local requirements and provide proof of registration to Nexthor upon request.

The Scout is solely responsible for understanding and complying with the tax and business registration laws of their country of residence. Nexthor does not provide tax advice and is not responsible for the Scout's tax compliance in any jurisdiction.

Nexthor pays commissions against a valid invoice where business registration is held. For Scouts below the applicable registration threshold, Nexthor may use an alternative documentation method compliant with applicable law. No invoice or compliant documentation, no payment.

A Scout is a referral partner in the Nexthor Partner Network. The Scout's role is to introduce PPF installation studios, individuals, or other potential partners to Nexthor, and to build a referral network that generates ongoing PPF sales through the Nexthor platform.

Unlike Pilots, Scouts:

• Have no assigned territory - a Scout may introduce contacts from any location, domestically or internationally, without restriction.
• Have no activity requirements - there is no minimum referral obligation, no logging requirement, and no activity threshold to maintain commission eligibility.
• Do not have access to the Pilot Activity Log.
• Do not manage ongoing studio relationships on Nexthor's behalf unless specifically asked to do so in writing.

A Scout who introduces a studio or partner to Nexthor earns commissions from their network for life, without any obligation to maintain contact or demonstrate ongoing activity, as long as this Agreement remains in force and the Scout has not breached its terms.

Recruiting new Scouts

A Scout may invite individuals to join the Nexthor Scout program. All new Scouts must apply directly through Nexthor's official application or onboarding process and be accepted and activated by Nexthor. The introducing Scout becomes the upline partner (Level 1 referrer) once Nexthor activates the new Scout. Nexthor reserves the right to accept or decline any Scout application without providing a reason.

The Scout earns commissions on PPF rolls purchased by studios and partners in their network, in accordance with the Nexthor Compensation Plan, which forms part of this Agreement by reference.

Standard rates

• Level 1: €100 per roll - from studios and partners the Scout directly introduced to Nexthor
• Level 2: €30 per roll - from studios one level below in the Scout's network
• Level 3: €15 per roll - from studios two levels below in the Scout's network

Key commission conditions

• Standard fixed rates apply only when studios purchase at the standard published partner price. Where a studio is on a special pricing arrangement, percentage-based commissions apply as defined in the Compensation Plan.
• The Scout has no right to block, delay, or prevent a special pricing arrangement between Nexthor and a studio in the Scout's network.
• Nexthor reserves the right to adjust the Scout's commission to a percentage-based rate without prior consent in the circumstances defined in the Compensation Plan and Activity & Lifecycle Policy, including where the Scout is unreachable - defined as: Nexthor has attempted to contact the Scout at least twice by email to the registered address and twice by phone to the registered number within a 30-day period, with no response of any kind.
• Commissions become final 60 days after order payment confirmation. The 60-day clawback window applies to refunds and chargebacks.
• Minimum withdrawal: €250. Once per calendar year the Scout may request payout of any cleared commission balance regardless of the threshold. Upon termination of this Agreement, the minimum withdrawal threshold is waived and all cleared commissions are paid in the final settlement payout.
• Payouts are on-demand. Where a business registration is held, payment is against a valid invoice. Where the Scout is below the applicable registration threshold, Nexthor uses an alternative compliant payment documentation method.

Commission attribution

Where the same studio or contact has been introduced by more than one Scout, or by a Scout and a Pilot, Nexthor has sole discretion to determine which introduction materially contributed to the studio joining Nexthor and how commissions are attributed. Nexthor's decision on attribution is final.

Nexthor reserves the right to modify commission rates in accordance with the Compensation Plan's notice requirements. Modifications do not require an amendment to this Agreement.

By signing this Agreement, the Scout commits to the following obligations throughout the term of the partnership and, where stated, after its termination.

Conduct and compliance

• Comply fully with the Code of Conduct, Brand & Marketing Guidelines Policy, Compensation Plan, Activity & Lifecycle Policy, and Conflict Resolution & Enforcement Policy - all of which form part of this Agreement by reference.
• Represent Nexthor's products and programs honestly and accurately at all times.
• Not make income promises, guarantees, or misleading earnings representations to any person they introduce to the Nexthor network.
• Not claim to be a Nexthor employee, official representative, or Pilot.

Business and tax obligations

• Comply with the business registration requirements described in Section 2.
• Promptly notify Nexthor of any change to contact information, registered business details, or bank account.
• Correctly declare all commission income to the applicable tax authority under applicable law in the Scout's country of residence. Nexthor does not provide tax advice and is not responsible for the Scout's tax compliance.

Confidentiality

• Keep confidential all non-public information received through the partnership - including partner pricing, network data, business strategies, and customer information - for a period of 3 years following termination of this Agreement.
• Information that constitutes a trade secret under applicable law (including §17 of the Slovak Commercial Code) - meaning information that has commercial value, is not publicly known, and is actively protected by Nexthor - remains confidential indefinitely or for as long as it retains its trade secret status under applicable law.
• This confidentiality obligation survives termination of the Agreement for the periods stated above.

Data protection and GDPR

• Where the Scout collects personal data of studio contacts independently from their own network, the Scout acts as an independent data controller and is solely responsible for GDPR compliance in relation to that data, including having a lawful basis for processing, honoring data subject rights, and not transferring data outside the EU without adequate safeguards.
• Where the Scout handles personal data provided by Nexthor, the Scout acts as a data processor on Nexthor's behalf and must process such data only for purposes authorized by Nexthor, implement appropriate security measures, notify Nexthor of any personal data breach within 72 hours of becoming aware of it, and delete or return all Nexthor-provided personal data upon termination of this Agreement.
• Nexthor may require the Scout to sign a separate Data Processing Agreement (DPA) where required by applicable law.
• Personal data retained by the Scout after termination. After termination of this Agreement, the Scout may retain personal data of contacts they independently collected as their own controller, in accordance with their own legal obligations. However, the Scout must not use such data in any manner that breaches the non-solicitation obligations in Section 6 or the confidentiality obligations in this Section 5.

During the term of this Agreement and for a period of 6 months following its termination for any reason, the Scout agrees not to:

• Solicit, approach, or encourage any studio or partner that the Scout directly introduced to Nexthor (Level 1 introductions only) to purchase PPF from a competing supplier.
• Solicit any Nexthor partner, Pilot, or Scout to leave the Nexthor network and join a competing program.

The Scout is not subject to a full non-compete restriction. The Scout may work in any field, including the PPF industry, during and after this Agreement, provided they do not actively solicit Nexthor's directly introduced studios or partners away from Nexthor within the 6-month period stated above. The Scout is also free to interact with Level 2 and Level 3 studios in their downstream network for any lawful purpose, provided no active solicitation away from Nexthor occurs in respect of partners the Scout directly introduced.

Blue-pencil clause: If any court or competent authority finds this non-solicitation clause unenforceable as drafted, the clause shall be automatically reduced to the minimum duration or scope that the court finds enforceable under applicable law, rather than being void in its entirety. The Parties expressly authorize such reduction.

Effect on commissions if non-solicitation is breached

If the Scout breaches the non-solicitation obligation above, all commission entitlements terminate immediately upon Nexthor becoming aware of the breach. Nexthor reserves the right to seek damages for any losses caused by the breach, in addition to the commission forfeiture.

This Agreement is effective from the date of digital acceptance and continues indefinitely until terminated by either Party.

Termination by the Scout - voluntary

The Scout may terminate this Agreement at any time by providing written notice to Nexthor at info@nexthorppf.com. No minimum notice period is required.

Termination by the Scout - for cause

The Scout may terminate this Agreement immediately and without notice if Nexthor:

• Fails to pay any commission due to the Scout for more than 60 days after the payment due date, and the Scout has provided written notice requesting payment;
• Becomes insolvent, enters liquidation, or permanently ceases business operations; or
• Materially breaches this Agreement and fails to cure within 30 days of receiving written notice of the breach.

If the Scout terminates for cause under this provision, the post-termination non-solicitation period under Section 6 is reduced from 6 months to 3 months. All cleared commissions are paid in the final settlement, and pending commissions continue through the clawback window in the normal course.

Termination by Nexthor - with notice

Nexthor may terminate this Agreement with 14 days written notice for reasons that do not constitute a serious or immediate violation, including persistent non-compliance with Policies after formal warning, or conduct that is damaging but not immediately serious.

Termination by Nexthor - immediate

Nexthor may terminate this Agreement immediately and without prior notice for any of the grounds listed in the Conflict Resolution & Enforcement Policy under "Immediate termination", including fraud, falsification of records, bribery, serious GDPR breach, deliberate brand damage, or active solicitation of Nexthor partners to a competing program.

Effect of termination on commissions

• Termination for cause by Nexthor (immediate): Commissions directly connected to the conduct that caused termination are forfeited. Commissions from legitimate, unconnected activity still within the 60-day clawback window are reviewed by Nexthor in good faith and paid where no clawback applies. Final commissions (clawback window passed, no fraud) are paid in the normal course. The minimum withdrawal threshold is waived for the final settlement.
• Voluntary termination by Scout, or termination by Nexthor with notice (no breach): Level 1 commissions from studios the Scout directly introduced continue to be paid for as long as those studios remain active Nexthor customers. Level 2 and Level 3 commissions terminate on the exit date. Pending commissions continue through the clawback window and are paid if no refund or chargeback occurs. The minimum withdrawal threshold is waived for the final settlement.
• Termination for cause by Scout (immediate, due to Nexthor breach): Same treatment as voluntary termination by Scout above - Level 1 commissions continue, Level 2/3 terminate, pending commissions paid through clawback, threshold waived. The non-solicitation period is also reduced to 3 months as described above.
• Breach of non-solicitation by Scout: All commission entitlements terminate immediately as described in Section 6.

Neither Party is liable for failure or delay in performing their obligations under this Agreement where such failure or delay is caused by events beyond their reasonable control, including but not limited to: war, armed conflict, pandemic, natural disaster, government action, regulatory change, or sustained infrastructure outage.

The affected Party must notify the other Party as soon as reasonably practicable. Both Parties agree to cooperate in good faith to mitigate the impact.

If a force majeure event prevents a Party from performing their material obligations for a continuous period exceeding 90 days, either Party may terminate this Agreement in writing without penalty. Final commissions (clawback window passed) are paid in the normal course. Pending commissions are reviewed in good faith.

The Scout acknowledges and accepts the following rights reserved by Nexthor, exercisable at Nexthor's sole discretion:

• To accept or decline any referral or introduction proposed by the Scout, without providing a reason.
• To accept or decline any Scout application referred by this Scout, without providing a reason.
• To determine commission attribution where a studio or contact has been introduced by multiple parties.
• To adjust commission rates and structures in accordance with the Compensation Plan's notice requirements.
• To enter into special pricing arrangements with studios in the Scout's network, with commission adjustment consequences as described in the Compensation Plan.
• To suspend commission payments during an active investigation of a potential violation.
• To modify any Policy referenced in this Agreement, with notice as required by that Policy, without requiring an amendment to this Agreement.
• To terminate this Agreement in accordance with Section 7.

Nexthor's failure to exercise any right at any time does not constitute a waiver of that right. A waiver of one breach does not constitute a waiver of any subsequent or different breach.

The following Nexthor Policies form an integral part of this Agreement and are binding on the Scout from the date of signing. The Scout confirms they have read and understood each of these documents before accepting this Agreement:

• Nexthor Compensation Plan - commission rates, special pricing, payouts, clawback
• Activity & Lifecycle Policy - account status, commission adjustments, termination effects
• Code of Conduct - professional and ethical standards
• Brand & Marketing Guidelines Policy - permitted and prohibited brand use
• Conflict Resolution & Enforcement Policy - disputes, violations, enforcement

Nexthor may update any of these Policies from time to time in accordance with the notice requirements stated in each Policy. Policy updates do not require an amendment to this Agreement. The Scout's continued participation following a Policy update constitutes acceptance of the updated Policy.

Governing law. This Agreement is governed by the laws of the Slovak Republic. Mandatory provisions of EU law and the mandatory commercial or consumer protection provisions of the Scout's country of residence continue to apply to the extent required by applicable law.

Dispute resolution process. Any dispute arising from or related to this Agreement must first be submitted to Nexthor's internal dispute resolution process as described in the Conflict Resolution & Enforcement Policy. The Scout agrees not to initiate court proceedings before completing the internal process, except where urgent injunctive or interim relief is required to prevent immediate and irreparable harm.

If the internal process does not resolve the dispute within 30 days of submission, either Party may refer the matter to the competent courts of the Slovak Republic. The Parties submit to the non-exclusive jurisdiction of the courts of the Slovak Republic for any such dispute.

Language. This Agreement is in English. In the event of any conflict between this version and any translation, the English version prevails.

Entire agreement. This Agreement, together with the Policies listed in Section 10, constitutes the entire agreement between the Parties regarding the Scout relationship and supersedes all prior discussions, representations, and agreements on this subject matter.

Severability. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be severed and the remaining provisions continue in full force and effect. Where a specific provision contains an explicit blue-pencil clause (such as Section 6 on non-solicitation), that reduction mechanism applies in addition and shall be honoured by both Parties.

Amendment. This Agreement may only be amended by a written document signed by both Parties. Policy updates by Nexthor, made in accordance with the notice requirements in each Policy, do not constitute an amendment to this Agreement and are binding on the Scout upon taking effect.

No waiver. Nexthor's failure or delay in exercising any right under this Agreement does not constitute a waiver of that right.

By digitally accepting this Agreement, the Scout confirms that:

1. They have read and understood this Agreement in full.
2. They have read and understood all Nexthor Policies listed in Section 10.
3. They accept all terms and conditions set out in this Agreement and the incorporated Policies.
4. They are legally authorized to enter into this Agreement, whether as an individual or on behalf of a registered business entity.
5. All information provided to Nexthor in connection with this Agreement is accurate and complete.
6. They are not listed on any EU or UN sanctions list and confirm compliance with applicable anti-bribery and anti-corruption laws.
7. They understand the business registration thresholds and cross-border tax requirements described in Section 2, and that they are solely responsible for their own tax obligations in their country of residence.

Digital acceptance - whether by electronic signature, confirmed checkbox, or written email confirmation - constitutes a legally binding acceptance of this Agreement. Nexthor maintains a consent log recording the acceptance event, which constitutes evidence of the version of this Agreement binding the Scout and the date and method of acceptance. Upon written request through Nexthor's contact channel, the Scout may obtain a copy of their consent log entry, including the agreement version they accepted and the date and method of acceptance.