Public offer agreement

SERVICE OFFER AGREEMENT

Kyiv                                                                                              Version: v1.0
Last update: 01.01.2025r

Thank you for choosing our software to solve your enterprise automation problems!

This Agreement is a public offer agreement and, in accordance with Articles 633, 641 of the Civil Code of Ukraine, its terms are the same for all counterparties. Unconditional acceptance of the terms of the agreement (payment by any method, in accordance with Part 2 of Article 642 of the Civil Code of Ukraine) is considered acceptance of the Agreement between the person who made the payment and the Customer, and certifies the fact of its conclusion. If you do not agree to unconditionally accept the terms of the Agreement, you do not have and do not acquire the right to receive services under this Agreement.

1. SUBJECT OF THE AGREEMENT

1.1. In accordance with the procedure and under the conditions specified in this Agreement, the Contractor undertakes to provide, and the Customer to accept and pay for services according to the nomenclature, in quantity, at prices and within the terms and conditions in accordance with the terms of the Agreement, Invoices or Acceptance Certificates (hereinafter referred to as the Certificate).

1.2. The first payment by the Customer to 100% for the cost of services is considered acceptance of the terms of the Offer Agreement (full and unconditional acceptance of this Agreement), and certifies the fact of its conclusion, as well as certifies the Customer's consent to conscientiously exercise the rights and clearly fulfill the obligations arising from the receipt of services.

2. COST OF SERVICES AND PAYMENT PROCEDURE

2.1. Payment is made in non-cash form to the Contractor's current account specified in the Invoice (or Act) by paying 100% for services by the 10th of the current month for the previous one.

2.2. The Customer shall pay at its own expense all banking services necessary to make payments under this Agreement.

2.3. The date of payment for the Contractor's services is the date on which the amount payable is credited to the Contractor's account.

3. PROCEDURE FOR DELIVERY AND ACCEPTANCE OF SERVICES

3.1. The Customer is obliged to accept the services provided by the Contractor after the end of the service provision period specified in the Invoice, within 3 (three) business days from the date of receipt of the Acceptance Certificate from the Contractor.

3.2. If, after 3 (three) business days, the Customer does not sign the Acceptance Certificate and does not provide a written reasoned refusal to accept the services provided, it is considered that the services have been provided in full, and the Contractor signs the Acceptance Certificate unilaterally.

3.3. Upon receipt of a reasoned refusal, the Parties shall draw up a report with a list of necessary improvements, indicating the deadlines for their implementation by the Contractor.

4. OBLIGATIONS OF THE PARTIES

4.1. The Customer undertakes:

4.1.1. Pay Service (providing connection to a virtual server) and PTK Service on the terms specified in the Invoice by 100% postpayment.

4.1.2. If agreed by the Parties, ensure unhindered access at a previously agreed time to the Customer's premises to provide services under this Agreement, as well as ensure the presence of the Customer's personnel for training.

4.1.3. To timely accept the services provided by the Contractor and pay for them in accordance with the invoices received from the Contractor and issued on the basis of this Agreement.

4.1.4. At the request of the Contractor, eliminate circumstances that threaten the quality and timeliness of the provision of services:

• untimely provision to the Contractor of the necessary documents and other information necessary for the provision of services in accordance with clause 4.1.6 of the Agreement;
• untimely coordination of interim and final results under the Agreement
• inability of the Customer's necessary employees to participate in the planned work on the project due to vacation, business trip, etc.;
• the occurrence of unplanned work under the Agreement, which must be completed;
• failure by the Customer to comply with the calendar schedule of meetings, if the schedule is agreed upon by the Parties;
• change in the goals (results) of the Agreement during its implementation.

4.1.5. The Contractor is not responsible for failure to meet the deadlines and quality of services that were provided untimely as a result of the Customer's failure to comply with the conditions specified in clauses 4.1.1.-4.1.4. of the Agreement.

4.1.6. Untimely provision of documents and other information is considered to be the provision of such information by the Customer later than 48 hours from the moment of receipt of the notification of delivery of the information request to the Customer from the Contractor by e-mail. The Parties have agreed that sending the Contractor's information request by e-mail with a notification of delivery to the Customer's e-mail address has the legal force of a request made in writing. Confirmation of sending such a request is the text of the electronic message and the notification of delivery.

4.2. The Contractor undertakes:

4.2.1. Provide services within the terms stipulated in the relevant Invoices and Acceptance Certificates to this Agreement.

4.2.2. Provide quality services with the help of qualified specialists who have undergone appropriate training.

4.2.3. Inform the Customer about circumstances that prevent the high-quality and timely provision of services under this Agreement.

4.2.4.Comply with the Customer's internal regulations.

5. RESPONSIBILITY OF THE PARTIES

5.1. In case of breach of their obligations under this Agreement, the Parties shall bear liability as defined by this Agreement and the current legislation of Ukraine. A breach of an obligation is its failure to perform or improper performance, i.e. performance in violation of the conditions specified by the content of the obligation under this Agreement.

5.2. In case of untimely payment for services to the Contractor, the Customer is obliged to pay a penalty in the amount of 0.5% (zero point five tenths of a percent) of the amount of untimely payment for each day of delay in payment, but not more than 100% (one hundred percent) of this amount.

5.3. The Customer undertakes not to make offers for individual work or employment to the employees of the Contractor and its affiliated legal entities (a legal entity that directly or indirectly controls another person, or is directly or indirectly controlled by another person, or is under common control with such another person, hereinafter referred to as the Affiliated Person), during the term of this Agreement, and within 12 months after the expiration of the term of this Agreement, except in cases of written consent by the Contractor. In case of violation of this provision, the Customer undertakes to pay a fine in the amount of 50% (fifty percent) of the cost of services under this Agreement, but not less than the equivalent of 100,000.00 (one hundred thousand) hryvnias.

5.4. The Contractor shall not be liable for failure to fulfill and/or untimely fulfillment of obligations under this Agreement, if this is due to the actions or inaction of the Customer, which led to the Contractor's failure to fulfill its own obligations to the Customer under this Agreement.

5.5. All disputes related to this Agreement, its conclusion or those arising in the process of fulfilling the terms of this Agreement shall be resolved through negotiations between representatives of the Parties. If it is impossible to resolve the differences through negotiations, the dispute shall be referred to the judicial authorities in accordance with the current legislation of Ukraine.

5.6. The Contractor may immediately, subject to written notice to the Customer, terminate this Agreement if:

• The Customer has breached or may breach its obligations under clause 5.6. (A) or (B) below, or
• The Customer has violated or may violate any Trade Restrictions or Export Control Laws (as defined below) under the applicable laws of the country of registration of the Contractor or its Affiliates (Applicable Laws) or
• it becomes unlawful for the Contractor to continue to perform the terms of the Agreement in terms of Trade Restrictions or Export Control Laws.
• (A) Trade Restrictions. Customer represents and warrants that it and its subsidiaries, affiliates, directors, officers and employees will not:
• is the subject or target of any Trade Restrictions or trade embargoes administered or enforced by any relevant government authority pursuant to Applicable Law (collectively, “Trade Restrictions”);
• is owned by 50% or more or otherwise controlled by, or acts on behalf of, one or more of the persons mentioned above, or- is located, organized, or resides in a country or territory that is the subject or purpose of the Trade Restrictions.
• (B) Export Controls. Customer acknowledges and agrees that, in accordance with Applicable Law, the Contractor’s services may be subject to export control laws and regulations (collectively, the “Export Control Laws”). Customer represents and warrants that it and its subsidiaries, affiliates, directors, officers and employees will comply with all Export Control Laws and will not take any action that would cause Customer or Contractor to violate the Export Control Laws.

6. TERM OF THE AGREEMENT

6.1. The Agreement shall enter into force from the moment of acceptance of its terms by the Customer by paying the Invoice and shall remain in effect until the Parties have fully fulfilled their obligations.

7. OTHER CONDITIONS

• When the Parties use electronic document management, the Parties undertake to:
• To ensure through the MEDoc and/or Vchasno system: formation, acceptance and processing of electronic documents received from the other Party and informing about the results of their processing.
• Ensure the storage of signed electronic documents of the Parties in their own electronic archives within the terms stipulated by the current legislation of Ukraine.
  • When the Parties use electronic document management, the Parties have the right to:
• Require the other Party to comply with the requirements for using the MEDoc and/or Vchasno Systems, in accordance with the terms of the Agreement, the rules of the MEDoc and/or Vchasno Systems, and the current legislation of Ukraine.
• In the event of a temporary inability to generate electronic documents, prepare documents on paper and send them to the other Party for signing within the time limits provided for by the Agreement, agreements concluded between the Parties, or the current legislation of Ukraine.
• The term for signing electronic documents using the EDS Party is 5 (five) business days from the date of their sending.
  • The Parties confirm that they are registered in the MEDoc and/or Vchasno electronic document management system and agree to send Electronic Documents in electronic form with an electronic digital signature using the MEDoc and/or Vchasno electronic document management system.

8. FINAL PROVISIONS

7.1. The Contractor has the right to unilaterally change the terms of this Agreement by posting a new version on the Internet at the link: https://expertsolution.com.ua/oferta. The Customer is solely responsible for familiarizing himself with new versions of the Agreement once every 180 calendar days.

7.2. In the event of force majeure (force majeure circumstances beyond the control of the Parties), including, but not limited to, the following: wars, military actions, changes in legislation that make it impossible for the Parties to fulfill their obligations, fires, floods, other natural disasters or seasonal natural phenomena, destruction of communications and energy supply facilities, the Parties are exempt from fulfilling their obligations for the duration of the specified circumstances.

7.3. The exchange of information between the Parties may be carried out directly, or by telephone, by correspondence or by e-mail. Copies of documents sent by e-mail shall have legal force until the originals are provided.

Servio Soft LLC Legal address: Ukraine, 04071 Kyiv, Yaroslavska st., building 39-G, “A” Tel.: +38044 537 0168 Account No. UA613052990000026007016217850 in JSC CB “PrivatBank”, MFO 305299 EDRPOU code: 43253253 Single tax payer, not VAT payer