Limited Liability Company "GLOBAL DYNAMICS", code in the EDRPOU /Unified State Register of Enterprises and Organizations of Ukraine/ is 43559381, represented by director Kolesnichenko Vitalii Mykolayovych acting under the Charter (hereinafter referred to as "the Contractor") one the one hand,
and any business entity (legal entity, individual entrepreneur) which has taken (accepted) the offer (hereinafter referred to as "the Customer") on the other hand, hereinafter together – "the Parties" and each separately – "the Party", have concluded this Contract (hereinafter referred to as "the Contract") which is addressed to an unlimited quantity of persons, which is an official public proposal (offer) of the Contractor, to conclude a Contract with any Customer on providing the services in the field of informatization.
When ordering and receiving the Contractor's Services, the Customers accept the terms of this Contract as follows.
1. GENERAL PROVISIONS
1.1. This Contract is concluded by providing the full and unqualified acceptance of the Customer to enter into the agreement in full, without signing a written copy of the Contract by the Parties.
1.2. The Contract has legal force in accordance with Articles 633, 641, 642 of the Civil Code of Ukraine and is equivalent to the Contract which is signed by the Parties.
1.3. The Customer confirms the fact of acquaintance and consent with all the terms of this Contract in full by its consent (acceptance).
1.4. Any of the following actions considers that this public offer contract has been accepted:
- transfer of bank details by the Customer to the Contractor for opening a merchant account;
- registration of the account by the Customer by filling in the specific form;
- providing access to the "CheckEat" Service by the Customer for its clients;
- providing services of the Customer's clients by the Customer using the "CheckEat" Service;
- making a payment for ordered meals using the "CheckEat" Service.
1.5. Having concluded this Contract, the Customer automatically agrees to the full and unqualified acceptance of the provisions of this agreement and all its annexes that are integral parts of it.
1.6. If the Customer does not agree with the terms of the Contract, he/she has no right to enter into this agreement, and is not entitled to use the Services under this Contract.
2. TERMS AND DEFINITIONS
2.1. "Public Offer Agreement" is a public agreement, a sample of which is posted on the website https://checkeat.app/
2.2. "Acceptance" is giving the Customer full and unqualified consent to the conclusion of this agreement in full, without signing of a written copy of the agreement by the Parties. Confirmation of such consent, in particular, is the connection of the merchant account to his/her bank account by the Customer in order to receive payments from bank cards of the users of his/her services using the Service "CheckEat".
2.3. "Services" is a Service or several Services in the field of informatization that are provided by the Contractor and listed on the Contractor's Website.
2.4. A "Customer" is a business entity which was registered in accordance with the laws of Ukraine - a legal entity or an individual entrepreneur who is willing to use a mobile application "CheckEat" in his/her activities (hereinafter referred to as the "Mobile Application") and obtains service from the Contractor (access to the "CheckEat" Service) and has accepted this agreement.
2.5. The "Contractor" is a legal entity that provides consulting services on informatization by the way of access to the "CheckEat" Service and technical support of its activities and details which are stated in Section 9 of this Agreement.
2.6. The "CheckEat" Service is a set of integrated computer systems that combine hardware, software, communication technologies, and technical solutions aimed at optimizing catering companies' work via QR - codes.
2.7. "Service fee" is the cost of the Contractor's services for enabling the Customer to use the "CheckEat" Service, which is withdrawn by the Bank from the Customer's account while transferring the number of payments to the Customer's account accepted in his favor.
2.8. The Website of the Contractor is https://checkeat.app/
2.9. EasyPay System is a payment service of JSC CB PRIVATBANK, which has been developed to simplify settlements between individuals, legal entities and /or individuals - entrepreneurs on the Internet using personal computers and/or other mobile devices.
3. THE SUBJECT OF THE AGREEMENT
3.1. The Contractor undertakes to provide the Customer with Services in the field of informatization aimed at providing access to the "CheckEat" Service on the terms and conditions specified in this Contract, and the Customer undertakes to provide his/her clients with the opportunity to use the "CheckEat" Service and pay the Service Fee in the order and amount set by this Agreement.
4. MAIN PROVISIONS
4.1. The rules of use of the Contractor's Website and the mobile application, including, but not limited to, the terms and conditions of registration, use, consulting, termination of work, etc. are contained on the Contractor's Website.
4.2. The transferring of money from the Customers' clients' bank cards to the Customer's account is carried out through the EasyPay System.
4.3. All issues regarding financial services on receiving payments using the EasyPay System, including those related to withdrawing, transferring, returning of money, delays in payments, etc., are resolved by the Customer directly with the EasyPay System, all necessary information is available on the Website https://www.easypay.ua
4.4. For the services provided, the Contractor pays the Customer a Service fee in the amount of 1% of each payment that was made to the Customer's account through the EasyPay System using the CheckEat Service.
4.5. This Public Offer shall enter into force on the date of its official publication on the Contractor's Website and shall be valid until the date of its termination, which is officially published by the Contractor on the Contractor's Website.
4.6. In case of withdrawal of any part of the Public Offer, all the other provisions of the Public Offer that have not been withdrawn shall remain in force. The moment of publication of the changes which have been done into the Public Offer or the Public Offer in the new edition on the Contractor's website is considered the moment of the acquaintance of the Customer with the text of such changes to the Public Offer or the Public Offer in the new edition.
4.7. Adoption (acceptance) of this Public Offer by the Customer in accordance with paragraph 1.4. of this Agreement unconditionally confirms that at the time of its adoption he/she has read the text of the Public Offer, its annexes, fully understands their content, agrees with the terms set forth in them, and certifies the acceptance of the Public Offer (conclusion of the Agreement).
4.8. This Public Offer (with its annexes) together with the constituent and integral parts of the Contract composes a united document - the Agreement.
4.9. By concluding the Agreement, the Parties agree that this Public Offer contains all the essential terms of the Agreement, principles, and general provisions for establishing contractual relations between the Parties, fully understand the nature of the Agreement, rights and obligations of the Parties arising from the Agreement for the Parties with the conclusion of the Agreement.
4.10. According to Article 634 of the Civil Code of Ukraine, the Agreement is an adhesion agreement.
4.11. The Customer and the Contractor confirm that this agreement is not a fictitious or a false transaction or the transaction which has been concluded under the influence of pressure or fraud.
5. THE RIGHTS AND OBLIGATIONS OF THE CONTRACTOR AND THE CUSTOMER
5.1. The Contractor is obliged to:
- Before providing the Service, to give an opportunity for the Customer to get acquainted with this Agreement by publishing it on the Contractor's Website;
- Organize the proper running of the Service, its components to provide the Customer with unimpeded access to it;
- Inform the Customer objectively about service and conditions of supply on the Website of the Contractor.
5.2. The Contractor has the right to:
- Make changes to the software in order to improve the work of the "CheckEat" Service;
- Unilaterally suspend the provision of services under this Agreement in case of breach of the terms of this agreement by the Customer;
- Unilaterally make changes to this Agreement with their mandatory publication on the Contractor's Website.
- Temporarily suspend the running of the "CheckEat" Service in cases of scheduled work, software updates or when solving urgent problems of the "CheckEat" Service;
- Terminate the "CheckEat" Service at any time by having notified the Customer and its clients in advance through the Contractor's Website;
- Receive a Service Fee from the Customer in the set amount by deducting it from the amount of each payment using the EasyPay System;
- Change the size of the Service Fee with the mandatory publication of the new amount on the Website https://checkeat.app
- Collect, process, and store the Customer's personal data in accordance with the current legislation of Ukraine and the Privacy Statement, the text of which is available on the Contractor's Website for free.
5.3. The Customer is obliged to:
- Provide the opportunity to use the "CheckEat" Service to his/her clients without hindrance when carrying out their orders and settlements;
- Report reliable data and information when registering an account (user account);
- At the request of the Contractor to provide documents and information necessary to clarify his/her identity (identification), to make his/her verification, clarification of the information about the Customer, the nature of the activity, financial status, etc. In case the Customer fails to provide the necessary documents or information or intentionally provides false information about him /her, the Contractor has the right to refuse to provide services under the Agreement.
- Pay the Service Fee in the order and the amount set by this Agreement.
- Do not provide access to his/her account or registration information to third parties;
- Follow security measures for his/her account;
- If the Customer does not agree with the terms of this Agreement, including the terms which have changed since the Agreement was concluded (for example, the amount of the Service Fee), send the Contractor a proposal to terminate the Agreement in accordance with Section 8 of the Agreement.
- Comply with the terms of this agreement throughout the whole period of providing services.
5.4. The Customer has the right to:
- Use the Services in accordance with the terms of this agreement;
- Get acquainted with the procedure and conditions of providing services by the Contractor;
- Receive the necessary instructions and recommendations on the running of the "CheckEat" Service from the Contractor upon request;
- Make suggestions for improving the work of the "CheckEat" Service, report on the problems with the operation of the Service.
6. SERVICE SECURITY
6.1. The Customer is prohibited to interfere in the work of the "CheckEat" Service, including:
- copy, sell, transfer, assign, set rights, analyze code, perform reverse engineering;
- download or transmit files that contain viruses, corrupted files or data, or any other software that may affect the operation of the "CheckEat" Service;
- try to obtain passwords or other personal information from the other users, including information which allows identifying a person;
- use support channels to create erroneous reports or not for their intended purpose;
- to commit fraudulent or other illegal actions;
- intervene, hack or decrypt any data transmission to or from the servers of the Contractor;
- interfere with the ability of other users to access the "CheckEat" Service, including interrupting work, overloading servers, or taking actions that impede the operation of the "CheckEat" Service and using it by other users.
7. RESPONSIBILITY OF THE PARTIES AND SETTLEMENT OF DISPUTES
7.1. For non-performance or improper performance of their obligations under this agreement, the Parties are liable in accordance with the applicable law of Ukraine.
7.2. All disputes arising out of or in connection with this agreement shall be settled by negotiation between the Parties.
7.3. If the relevant dispute cannot be resolved through negotiations, it shall be resolved in a court in accordance with the established jurisdiction and jurisdiction of such dispute in accordance with the current legislation of Ukraine.
7.4. The Contractor shall not be liable for any failure to provide or improper provision of the Services to the Customer in the event of any circumstances that have arisen through no fault of the Contractor (namely - the occurrence of circumstances due to fault or negligence of the Customer and/or circumstances that arose through the fault or negligence of any third party (any third parties).
8. TERM OF THE AGREEMENT AND TERMINATION OF THE AGREEMENT
8.1. The Agreement shall enter into force upon acceptance of the offer by the Customer and shall be valid for 1 (one) year, but, in any case, until the Parties fulfill their obligations under this Agreement in full. If in 10 (ten) calendar days before the expiration date of the Agreement neither of the Parties has notified the other of the termination of this Agreement, the term of this Agreement will be considered extended for each subsequent year.
8.2. The Agreement may be terminated prematurely:
- At any time by agreement of the Parties;
- Initiated by one of the Parties in case of violation of the terms of the Agreement by the other Party with written notification of the other Party. In such case, the Agreement shall be deemed terminated upon receipt of the relevant written notification by the Party which has violated the terms of the Agreement from the other Party;
- Initiated by one of the Parties subject to the written notification of the other Party 10 (ten) calendar days before the date of termination of the Agreement;
- On other grounds provided by the current legislation of Ukraine.
9. FORCE MAJOR CIRCUMSTANCES
9.1. The Parties shall be released from liability for non-performance or improper performance of obligations under this Agreement, if they arose as a result of force majeure.
9.2. Force majeure in this Agreement means any circumstances that arise against the will or out of the will or desire of the Parties and which cannot be foreseen or avoided, including: hostilities, riots, epidemics, pandemics, blockades, earthquakes, floods, fires, as well as decisions or instructions of state authorities and government of which the Customer is a resident, or of the State of which the Contractor is a resident, as a result of which the Parties (or one of the Parties) will be subject to additional obligations or restrictions and which will make the impossible further full or partial performance of the Agreement, as well as other actions or events that exist outside the will of the Parties.
9.3. If the force majeure lasts for more than 3 (three) months in a row, each Party will have the right to refuse further performance of obligations under this Agreement and, in this case, neither Party will be entitled to compensation by the other Party for possible damages.
10. OTHER TERMS OF THE AGREEMENT
10.1. Each Party guarantees to the other Party that it has the necessary capacity, as well as all the rights and powers which are necessary and sufficient for the conclusion and implementation of this Agreement in accordance with its terms.
10.2. Neither Party of this Agreement shall have the right to transfer its rights and obligations to third parties without the consent of the other Party.
10.3. By accepting the Agreement, the Customer willfully agrees to the collection and processing of his own personal data for the following purpose: the data which becomes known will be used for commercial purposes, including obtaining information about the order and processing of the information about it in accordance with the Privacy Statement, concluding of civil law agreements, providing and/or transferring of personal data (including phone number) to third parties in the manner and on the grounds specified by the current legislation of Ukraine and internal documents of the Contractor, without the necessity to notify about such actions. In case of change of the specified purpose of personal data processing the Customer does not object to the processing of his personal data, if such necessity is determined by the current legislation of Ukraine and/or internal documents of the Contractor, and also informs that it is acquainted with the Law of Ukraine "On Personal Data Protection". In addition, the Customer confirms the fact that he/she has been notified of his/her personal data being included in the relevant personal database, the purpose of data collection, and the persons to whom his personal data is transferred.
10.4. The Contractor is not responsible for the content and veracity of the information which is provided to the Contractor by the Customer. The Customer is responsible for the accuracy of this information.
10.5. The Customer is entitled to use the Services of the Contractor only for running his/her own business without the right of alienation or transfer to third parties.
10.6. The Parties undertake to save confidential information which has been obtained as a result of performing of this Agreement, except in cases where it is authorized by the other Party in writing or required by public authorities in accordance with applicable law. The guilty Party shall be liable for the disclosure of confidential information in accordance with applicable law.
10.7. This Agreement statement is written in Ukrainian, but is also provided in Russian and English for reference. In case of discrepancies between the terms of this document in Ukrainian and its translations in Russian and English, the Ukrainian version of the document shall have legal force.
10.8. The Contractor independently determines the terms of this Agreement and its annexes, which are its integral parts in accordance with and in compliance with the requirements of the current legislation of Ukraine. The Contractor has the right to change and/or supplement the terms of this public Agreement and its annexes, including the rules for providing and receiving Services under this Agreement. In this case, the Contractor guarantees and confirms that the current edition of the text of this Agreement and its annexes, including the rules for providing and receiving Services under this Agreement, which is posted on the Contractor's Website, is valid.
10.9. The Customer guarantees that all the terms of this Agreement are clear to him/her and he/she accepts them unconditionally and in full.
10.10. In matters which are not regulated by this Agreement, the Parties shall be guided by the current legislation of Ukraine.
10.11. The Parties have agreed that the Contractor owns all exclusive property rights to the intellectual property which has been created by the Contractor and provided to the Customer in the process of providing Services, including those provided by the current legislation of Ukraine, as well as international regulations in the order prescribed by the law, namely:
- the right to use the object of intellectual property;
- the exclusive right to allow the use of the object of intellectual property;
- the exclusive right to prevent the misuse of intellectual property, including the prohibition of such use;
- as well as other rights which exist as of today or will exist in the future.
11. DETAILS OF THE CONTRACTOR
Limited Liability Company "GLOBAL DYNAMICS"
Location: Ukraine, 02094, Kyiv city, Hnat Khotkevych street, building 12, office 177
Account UA 24 300346 0000026005095079201 in JSC «Alfa-Bank» email@example.com