This Adhesion Contract (Public Offer) for providing access to the online service (supplying software products) sets out the terms and conditions subject to which UKLON LTD Limited grants you access to the Uklon Driver technological platform (online service), allowing you to provide Transportation Services to users by accepting orders placed on the Uklon Driver technological platform (online service). This Adhesion Contract (together with the documents that may be referred to herein) sets out the terms of use that apply to the use of the Uklon Driver technological platform (online service) and provision of the Transportation Services by you as the Uklon Partner. By using the Uklon Driver technological platform (online service), you confirm that you have accepted this Adhesion Contract that applies, inter alia, to all services provided to you through the Uklon Driver technological platform (online service), and that you agree to abide by the applicable terms and conditions. Please read this Adhesion Contract carefully before using the Uklon Driver technological platform (online service) and/or providing Transportation Services through it. If you do not agree to this Adhesion Contract, you may not use the Uklon Driver technological platform (online service) or provide Transportation Services through it.

ADHESION CONTRACT (PUBLIC OFFER)

FOR PROVIDING ACCESS TO THE ONLINE SERVICE

(SUPPLY OF SOFTWARE PRODUCTS)

1. TERMS AND DEFINITIONS

Uklon – UKLON LTD [UKLON LTD], a company established under the laws of the Republic of Cyprus, with registration number HE 357185, which is located at ul. 12 Dimostheni Severi, office 601, 1080, Nicosia, Cyprus, and which announces a public offer (hereinafter referred to as the “Offer”) to a wide and unlimited range of natural persons, individual entrepreneurs or legal entities to enter into an Accession Agreement (Public Offer) on the provision of access to the online service (supply of software products) (hereinafter referred to as the “Agreement”) in the manner specified in the Agreement.

Online service “Uklon Driver” (Online Service or Technology Platform) is a technological platform in the form of an interconnected set of computer programs and electronic data in the form of numbers, letters, symbols, images and their combinations (including graphic information, video information, etc. ), which is intended for automated monitoring, collection, processing, distribution, storage, presentation of data about Orders placed on it by Users, automatic calculation of the cost of the Order taking into account the ratio of supply and demand, weather conditions, route and its load, etc. ., and carries out automatic construction of routes and provides data exchange for communication with the User, and provides the Uklon Partner with the opportunity at its own discretion to accept or reject the relevant Orders, publish its location data, provide evaluations to Users and interact with them, use the routes built by the program in real time time, as provided for by the available functionality of the Online Service. The online service is the result of computer programming, which belongs to software products.

Uklon partner is a natural or legal person who, with the help of the Website and Mobile Application, gets access to the Online Service, for the purpose of use within the entire territory of Ukraine (excluding the city of Kyiv and its suburbs). The Uklon Partner bears all risks associated with access to the Online Service and its use by any third party who was not authorized to do so.

The User is any legally capable natural person over the age of 18 (eighteen) or a legal entity who placed an Order using the “Uklon” Mobile Application or the website: uklon.com.ua.

Order – the User’s order for the provision of the service of transporting passengers by road transport, in particular the order of two Users for the provision of the service of transporting passengers by road transport in the same direction (joint trip), services for managing the User’s vehicle (“driver” service), delivery services, structured according to the necessary details.

The website is a web page on the Internet at the address uklon.com.ua . The website is the result of computer programming belonging to software products.

Mobile Application – a copy of a computer program in the form of a mobile application for iOS, Android mobile devices called “Uklon Driver”, which is provided by Uklon to the Uklon Partner for temporary use (during the term of this Agreement) for the functional purpose of end users as a tool for obtaining access to the Online Service.

Internal balance – a section of the account (personal account) that reflects the amount of money that was paid by the Uklon Partner or third parties on behalf and in the interests of the Uklon Partner to the benefit of Uklon as an advance payment for the Uklon Partner’s access to the Online Service or other services services provided by Uklon to the Uklon Partner in accordance with the terms of this Agreement.

Transportation services – services for transportation of passengers by road transport, services for driving the User’s vehicle (“driver” service), delivery services, other services.

Temporarily occupied territories are territories where hostilities are taking place or territories temporarily occupied by the Russian Federation, the lists of which are defined by the Legislation.

Legislation means all laws, regulations, directives, by-laws, administrative orders, common law and civil codes of any jurisdiction, all judgments, notices, instructions and decisions of courts, arbitral tribunals or authorized bodies and all codes of practice which have the force of law, interpretations and recommendations that apply to the relevant persons.

Acceptance – full, unconditional and unconditional acceptance by the Uklon Partner of the terms of the Offer. By executing the Acceptance, the Uklon Partner confirms his familiarity with and full, unconditional and final agreement with all the terms of the Agreement, as well as his willingness to join the Agreement.

The Maximum fee is the reward that Uklon Partner pays to Uklon as a fee for obtaining access to the Online Service. The rate of the Maximum fee and the procedure for its payment are defined in Section 8 of the Agreement. Among using the term the Maximum fee, Uklon may use the term “commission” in its own external and internal communications in line with the established practice (business custom) of using this term among online services similar to the Online Service. At the same time, the very use of the term “commission” to denote the Maximum Reward does not give rise to relations arising from the commission agreement and does not create rights and/or obligations for Uklon and Uklon Partners in connection with commission/agency relations.

2. GENERAL PROVISIONS

2.1 Uklon, makes an offer to conclude this Agreement and undertakes to Uklon Partners who accept (Accept) the Agreement, to provide them with access to the Online Service (supply software products) (hereinafter referred to as the Access Service) under the terms of the Agreement in within the entire territory of Ukraine ( excluding the city of Kyiv and its suburbs ). In addition, Uklon does not provide Uklon Partners with access to the Online Service in the Temporarily Occupied Territories.

2.2 Acceptance of the Offer is carried out by the Uklon Partner taking actions that indicate the Uklon Partner’s full and unconditional consent to receive the Access Service on the terms of the Offer. Such actions on the part of the Uklon Partner are the registration of the Uklon Partner in the Online Service.

2.3 The moment of Acceptance of the Offer, defined in clause 2.2. above, is considered the moment of conclusion of the Agreement. The contract concluded with the acceptance of a public offer has legal force, is valid, valid and equal to the contract signed by the parties.

2.4 To gain access to the Online Service, the Uklon Partner registers through the Website or Mobile Application, as a result of which a unique account (personal account) is created, which provides his access to the Online Service.

2.5 A Uklon partner can register as a legal entity or an individual, or as an individual entrepreneur, or as a self-employed person. Upon successful completion of registration, Uklon provides the Uklon Partner with a personal account that can be accessed using a username and password.

2.6 When registering, the Uklon Partner is obliged to provide reliable information about himself by filling out the appropriate registration form. In the event that the Uklon Partner provides inaccurate information during registration or later when using access to the Online Service, Uklon has the right to suspend or cancel the Uklon Partner’s account (registration) without prior notification or obtaining any consent from the Uklon Partner.

2.7 If the actions of the Uklon Partner may lead to a violation of the Law, human rights, as well as the possibility of claims against Uklon or the involvement of Uklon in liability for the actions of the Uklon Partner, Uklon has the right to immediately block the actions of the Uklon Partner, as well as suspend or cancel the activity of the Uklon Partner’s account without prior notification or obtaining any consent from the Uklon Partner.

2.8 When registering in the Online Service, the Uklon Partner must enter a unique password. At the same time, the Uklon Partner bears full responsibility for the reliability of the provided password and the protection of his account.

2.9 In the event that a third party gains access to the Uklon Partner’s account, the Uklon Partner must immediately notify Uklon in order to take appropriate measures, provided that the Uklon Partner can confirm the ownership of the account.

2.10 The Uklon partner independently ensures the preservation of information about its passwords, including, but not limited to, registration codes and other confidential information. Uklon is not responsible for the consequences of the Uklon Partner’s loss of confidential information about his personal data (login, password, registration code). This provision applies both to the Uklon Partner’s transfer of personal data information to third parties voluntarily, and to the Uklon Partner’s loss of confidential personal data information against its will.

2.11 Registration of an account by a Uklon Partner who is a legal entity or an individual entrepreneur (hereinafter referred to as a transport company). After concluding a separate agreement, the trucking company can independently register accounts for its employees and/or service providers. In such case, the transport company shall ensure that its employees and/or service providers comply with the requirements of this Agreement and any other terms and conditions of Uklon posted on the Website and agree to act in accordance with their terms and obligations. The trucking company and its employees and/or service providers are jointly and severally liable for any violation committed by such employee and/or service provider.

2.12 Uklon has the right, without notice to the Uklon Partner, to delete the account (personal account) of the Uklon Partner in the Online Service, if the Uklon Partner does not use the account for 24 (twenty-four) consecutive months.

3. SUBJECT OF THE AGREEMENT

3.1 Under this Agreement, Uklon provides the Uklon Partner for the fee established by this Agreement access to the Online Service, which is provided via the Internet on the Website and/or using the Mobile Application.

3.2 Access to the Online Service is provided to the Uklon Partner exclusively for interaction with Users for the purpose of processing and fulfilling Orders and automatically building optimal routes, as provided for by the available functionality of the Online Service. At the same time, the Uklon Partner is granted a non-exclusive license to use the Online Service and the intellectual property rights included in it, namely: their reproduction, in whole or in part, on their own computer and/or mobile device, in one copy on each device , public performance and public display.

3.3 Uklon in no way provides Transportation Services and does not sell any goods, works, services sold (provided) by Uklon Partners. The legal relationship between Uklon Partner and User arises, changes and terminates exclusively between Uklon Partner and the User. Uklon is not a party to the relationship between the Uklon Partner and the User regarding the provision of the Access Service. At the same time, payment of the cost of transportation Services or other payments by Users in favor of Uklon Partners are made through the payment systems involved by Uklon.

4. UKLON PARTNER REPRESENTATIONS AND WARRANTIES

4.1 By clicking the “Register” button located at the end of the registration application, you (Uklon Partner) declare and guarantee to us (Uklon) that:

You have voluntarily and independently, without inducement or coercion from third parties, including us and our related parties, decided to enter into an Agreement with us for the use of the Uklon Online Service for the provision of Transportation Services and to provide us with information about yourself and documents;

You have the right to enter into an Agreement with us on the use of the Uklon Online Service for the provision of Transportation Services in accordance with the Law, You are not limited in your ability to independently acquire rights and obligations, in particular, by entering into such an Agreement with us, and you do not need a license for this, permission, consent and/or consent from third parties;

You have carefully studied, fully understand and agree to comply with the terms of this Agreement, including all of your obligations under this Agreement;

all information and documents you have provided to us are accurate, correct, complete and current;

You will ensure the correctness of the data in Your account in the Online Service and will constantly update the information;

You will not allow others to use your account, nor will you transfer or assign your account to any other person, or use other people’s accounts;

You will not use the Online Service for unauthorized or illegal purposes and will not harm the proper operation of Uklon, abuse or manipulate the Online Service (including decompiling the Uklon Driver Application or manipulating your GPS location);

You will use the Uklon Online Service in good faith and will not engage in fraud, including receiving any bonuses for providing us with false information;

You have control over the way you perform your duties to Users and are responsible for all consequences that may arise in connection with their performance;

You will always fully comply with all laws and regulations of the jurisdiction in which You provide the Transportation Services, including (but not limited to) laws governing passenger transportation services and the protection of personal data.

If you violate any of the above guarantees, Uklon has the right to charge you a contractual fine of up to UAH 1,000 for each violation and/or block your right to use the Uklon Online Service.

5. UKLON’S REPRESENTATIONS AND WARRANTIES

5.1 We (Uklon) for our part declare and guarantee to you (Uklon Partner) that Uklon:

a company duly formed, organized and registered in accordance with the laws of its jurisdiction, is fully capable and has all the necessary corporate powers to enter into and execute this Agreement;

is the sole owner and has all right, title and interest in its platform and technology, including but not limited to all intellectual property rights;

will provide equal opportunities and not discriminate against You and Users on the basis of race, color, religion, gender, national origin, sexual orientation, age or any other similar characteristic;

complies with all requirements for working with your geolocation data in accordance with the applicable Law;

has sufficient financial resources, material and technological resources, as well as qualified personnel to independently ensure the fulfillment of all its contractual obligations to you;

all our employees, agents and/or contractors who may have contact or interaction with you have been properly trained and meet all requirements necessary to fulfill our contractual obligations to you;

has adequate systems and procedures in place to provide you with support, including but not limited to technical support;

takes all necessary measures to ensure security against cyber threats, in particular by regularly updating and testing its systems.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Provided that the Uklon Partner complies with the terms of this Agreement, Uklon grants the Uklon Partner a non-exclusive license to use the Online Service. This license does not grant the Uklon Partner the right to sublicense, transfer any rights to any third party and/or otherwise dispose of the intellectual property rights owned by Uklon.

6.2 When using the Online Service, the Uklon Partner has no right to:

decompile, reverse engineer or otherwise attempt to derive the source code of the Online Service or other Uklon software;

modify the Online Service in any way or manner, or use modified versions of the Online Service;

transmit files containing viruses, corrupted files or any other similar programs that may damage or adversely affect the operation of the Online Service;

attempt to gain unauthorized access to the Online Service or any other Uklon services.

6.3 The license granted by this Agreement is canceled automatically and simultaneously with the termination of the Agreement. Upon termination of the Agreement, the Uklon Partner must immediately stop using the Online Service, and Uklon has the right to block and delete the Uklon Partner’s account without prior notice.

6.4 Uklon may provide the Uklon Partner with tags, labels, stickers or other marks in the form of physical and virtual objects related to the Uklon trademark or otherwise indicating that the Uklon Partner is using the Online Service. Uklon grants the Uklon Partner a limited, non-exclusive, non-transferable, non-sublicensable, non-exclusive and revocable license to use such marks for the sole and exclusive purpose of indicating that the Uklon Partner is using the Online Service. In case of termination of this Agreement for any reason, the Uklon Partner is obliged to immediately remove any signs related to the Uklon trademark.

6.5 All intellectual property rights in the marks for goods and services (trademarks), software products and any other objects of intellectual property rights, including source code, databases, logos and designs, belong to Uklon and are protected by copyright laws , trademarks and/or commercial secrets, as well as provisions of international treaties. By using the Online Service or any other Uklon services, the Uklon Partner does not acquire any rights to own any intellectual property.

7. RIGHTS AND OBLIGATIONS OF THE PARTIES

7.1 Obligations of the Uklon Partner:

not to transfer either the right or the ability to access the Online Service to third parties;

to pay the fee for obtaining access to the Online Service in a timely manner and in full;

to provide Uklon with the necessary information related to the fulfillment of the terms of this Agreement;

not impersonate an employee, representative or agent of Uklon;

comply with the Standard Requirements for Cooperation posted on the Website under the links Requirements for Conduct and Communication and Requirements for Auto .

7.2 Rights of the Uklon Partner:

access the Online Service and use it in accordance with the terms of this Agreement;

to receive from Uklon the necessary clarifications related to the fulfillment of its obligations under this Agreement.

withdraw your consent to the insurance at any time by sending an appropriate message to the following email address of Uklon: support@uklon.eu ;

use the “SOS” button in case of emergency situations.

7.3 Obligations of Uklon:

provide the Uklon Partner with the opportunity to access the Online Service from an electronic device (mobile phone, tablet, computer) of the Uklon Partner and the opportunity to register a personal account on the Website.

7.4 Uklon’s rights:

check the Uklon Partner’s compliance with the terms of this Agreement;

in case of non-fulfillment or improper fulfillment by the Uklon Partner of the terms of this Agreement, to demand the elimination of violations as soon as possible;

refuse the Uklon Partner to conclude this Agreement or terminate it unilaterally without warning in case of non-compliance or violation by the Uklon Partner of this Agreement and/or the Standard Requirements for Cooperation posted on the Website;

terminate this Agreement unilaterally or temporarily suspend access to the Online Service without warning in the event that the Uklon Partner commits fraudulent and/or other actions that violate the Law and/or carry financial, reputational risks or other negative consequences for Uklon;

to insure the life and health of the Uklon Partner during the execution of the Order. Insurance is carried out by Uklon at its own expense, the Uklon Partner is not obliged to pay any insurance payments. The choice of insurance company and insurance conditions are determined at the discretion of Uklon, to which the Uklon Partner gives his consent. A Uklon partner has the right to withdraw his consent to insurance at any time by sending a corresponding message to the following Uklon email: support@uklon.eu

8. AMOUNT OF PAYMENT AND PROCEDURE OF CALCULATIONS

8.1 Uklon Partner pays Uklon a fee for providing access to the Online Service. The maximum amount of the fee is (hereinafter – the Maximum fee):

8.1.1. 22% of the cost of the Transportation Services specified in the Order for the city of Lviv;

8.1.2. 20% of the cost of the Transportation Services specified in the Order for the city of Dnipro;

8.1.3. 18% of the cost of the Transportation Services specified in the Order for the cities of Odesa, Zaporizhzhia and Chernihiv;

8.1.4. 17% of the cost of the Transportation Services specified in the Order for the cities of Vinnytsia, Kryvyi Rih and Ivano-Frankivsk;

8.1.5. 16% of the cost of the Transportation Services specified in the Order for the city of Bila Tserkva;

8.1.6. 15% of the cost of the Transportation Services specified in the Order for the cities of Poltava, Uzhhorod, Kharkiv, Sumy, Ternopil and Chernivtsi;

8.1.7. 14% of the cost of the Transportation Services specified in the Order for the cities of Zhytomyr, Kremenchuk, Khmelnytskyi and Cherkasy;

8.1.8. 13% of the cost of the Transportation Services specified in the Order for the city of Rivne;

8.1.9. 12% of the cost of the Transportation Services specified in the Order for the cities of Kamianets-Podilskyi, Kamianske, Lutsk, Kropyvnytskyi and Mykolaiv;

8.1.10. 5% of the cost of the Transportation Services specified in the Order for the city of Kherson.

8.2 Payment for access to the Online Service is made by the Uklon Partner through a non-cash payment to the Uklon bank account. 

8.3 The Maximum fee may be changed by Uklon temporarily or permanently depending on various factors at Uklon’s discretion by notifying Uklon Partner in the manner specified in clause 11.3 of this Agreement. Also, depending on certain circumstances (the ratio of supply and demand and/or other specifics of the Order), Uklon reserves the right to reduce the amount of fee that is actually applied to individual Orders. Uklon Partner is informed and consents to the fact that the reduction of the fee is carried out by Uklon without prior notification to Uklon Partner.

8.4 In case of late payment for access to the Online Service, the Uklon Partner is obliged to pay a penalty for late payment in the amount of 0.1% (zero one-tenth of one percent) of the unpaid amount for each day of delay. The Uklon Partner is obliged to compensate Uklon for all costs incurred by the latter, which are related to the collection of the Uklon Partner’s debt.

8.5 In the case of late payment for access to the Online Service, Uklon has the right to suspend the Uklon Partner’s access to the Online Service until the debt is settled.

8.6 The Uklon Partner pays Uklon a fee for the provision of maintenance and administration services for the Uklon Partner’s account (personal account) in the Online Service and account deletion (deactivation) services (hereinafter – Administration Services). From the moment the account is deleted, the Administration Services are deemed to have been properly provided by Uklon and accepted by the Uklon Partner.

8.7 The Parties have agreed that, in case of deletion of the account (personal account), the balance of the advance payment, which is reflected in the Internal Balance of the Uklon Partner as of the date of such deletion, is the cost of the Administration Services provided to the Uklon Partner as agreed by the Parties.

8.8 If, during the term of the Agreement, the Uklon Partner’s access to the Online Service is blocked or restricted due to malfunctions or other technical defects/errors of the Online Service, Uklon may, upon prior request of the Uklon Partner or on its own initiative, make a full or partial refund of the fee paid by the Uklon Partner for providing access to the Online Service. Uklon is not obliged to satisfy the request of the Uklon Partner for any refund and will determine the possibility and amount of such refund at its sole discretion.

9. USER PAYMENTS

9.1 The Uklon Partner receives payment for Transportation Services directly from the User. Payment in cash is made by the User by transferring cash to the Uklon Partner.

9.2 Uklon partner can receive payments from Users from the bank cards of such Users using a payment system integrated with the Online Service (Payment by bank card), or using other payment methods not prohibited by law.

9.3 The Uklon Partner may not refuse the User’s payment for transportation Services through payment using a payment system integrated with the Online Service or refuse the User to use a payment system integrated with the Online Service. If the Uklon Partner refuses to accept payment using the payment system integrated with the Online Service without valid reasons, Uklon has the right to charge the Uklon Partner a fine of up to UAH 1,000 for each refusal and/or block the Uklon Partner’s right to use access to the Online service in case of repeated failure.

9.4 Uklon reserves the right to distribute promotional codes to Users at its sole discretion for promotional purposes. The Uklon Partner is obliged to accept the use of the promotional code only when the User applies the code in the Mobile Application to the trip using payment using a payment system integrated with the Online Service. Promo codes cannot be applied to trips paid for in cash. If the use of promotional codes is suspected to be illegal and/or improper, contrary to the terms of use of the promotional codes, the promotional code may be canceled and the outstanding amount will not be reimbursed to the Uklon Partner by Uklon .

9.5 Uklon is not obliged to pay the Partner the value of the Order specified for the User, if the Bank Card Payment did not take place because the User’s bank card or other payment was canceled or failed for other reasons. In such a case, Uklon can help the Uklon Partner to request the appropriate amount of the Order value from the User and help in communication with the User regarding debt repayment. In any case, notwithstanding the provisions of this clause, Uklon is not a party to the contract for the provision of transportation services concluded between the Uklon Partner and the User.

9.6 Before providing transportation Services, the Uklon Partner must ensure that the service is indeed provided to the appropriate User or the User has directly confirmed that this User allows other passengers to travel at the User’s expense. If the Uklon Partner made a mistake in the User’s identification, and the Bank Card Payment was debited from a person who was not provided or who did not confirm the provision of Transportation Services to other passengers, the Uklon Partner undertakes to return the unreasonably received funds to the User who did not receive the ordered Transportation Services. Uklon will assist the User and the Uklon Partner in their interaction regarding refunds.

10. PROVISION OF TRANSPORTATION SERVICES

10.1 By entering into this Agreement, the Uklon Partner confirms and guarantees that during the entire period of validity of the Agreement, he/she will comply with the requirements of the Legislation in force in the jurisdiction where the Uklon Partner provides Transportation Services. The Uklon Partner alone bears full responsibility for his/her violation of any requirements of the Legislation and undertakes to compensate Uklon for any and all costs and losses incurred in connection with the Uklon Partner’s violation of the requirements of the Legislation during the provision of Transportation Services.

10.2 The Uklon Partner undertakes to have all permits required by Law (including a valid driver’s license), licenses, motor vehicle insurance policies, liability insurance policies, vehicle registration documents, certification and other documentation required in the relevant jurisdiction. The Uklon partner supports the validity of all the above-mentioned documents during the entire period of use of the Online Service. Uklon has the right, without prior notice, to terminate the provision of access services to the Online Service to the Uklon Partner in the event of doubts regarding the Uklon Partner’s proper fulfillment of the requirements of this clause.

10.3 If there are relevant requirements of the Legislation, the Uklon Partner undertakes, during the provision of transportation Services, to provide service to Users and to provide information about its services to Users in the national language of the country in which the relevant services are provided. At the request of the User, his personal service can also be provided in another language acceptable to the Uklon Partner and the User. The Uklon Partner gives consent to Uklon to provide the competent authorities with all information and documents available to Uklon in order to properly verify the Uklon Partner’s compliance with the legislation on ensuring the functioning of the state language in the country in which the Uklon Partner provides Transportation Services.

10.4 During the provision of Transportation Services, Uklon Partner undertakes to:

fulfill all accepted Orders ;

execute the Order exclusively using motor vehicles that are in proper technical condition, taking into account the period of operation, mileage of the motor vehicle and seasonality;

carry out maintenance of the car;

comply with the rules of passenger transportation, which are defined by the legislation of the country in which Uklon Partner provides Transportation Services;

to issue and keep up-to-date all necessary permit documents, which are defined by the legislation of the country in which Uklon Partner provides Transportation Services;

not to transfer either the right or the ability to access the Online Service to third parties;

to pay the fee for obtaining access to the Online Service in a timely manner and in full;

to provide Uklon with the necessary information related to the fulfillment of the terms of this Agreement;

in case of refusal without good reason to fulfill the accepted Order, inform Uklon about it. Otherwise, the Agreement may be terminated by Uklon unilaterally;

comply with the Standard Requirements for Cooperation posted on the Website, as well as independently monitor their periodic updates;

during the execution of the Order, not to use mobile applications and navigators that are directly or indirectly controlled by Russian citizens and/or Russian companies, including, but not limited to: “Yandex Maps and Navigator”, “2GIS-accurate offline maps”, “GPS navigator CityGuide”, “Navitel Navigator”;

in case of receiving a notification in the Mobile Application about the need to return the shipment to the User (sender) during the execution of the Order for the delivery service, return such shipment to the User;

broadcast music in the salon only after obtaining the consent of all Users;

in case of discovery during the delivery service of objects, the transportation of which is prohibited by the current legislation, to refuse the transportation of such objects;

not to take photos and videos of Users without their consent and not to publish and distribute (not publish) photo and video materials depicting Users without their consent;

refrain from personal contacts with Users that are not directly related to the execution of the Order;

not to use the personal data of Users, which became known to Uklon Partner during the execution of the Order, for their own personal purposes or in the interests of third parties;

refrain from placing the following information on the outer surfaces and inner surfaces of the vehicle which is used for Services provision:

(i) advertising and information, the placement (distribution) of which is prohibited by the current legislation of Ukraine, including unfair advertising;

(ii) advertising and information that is posted (distributed) in violation of the current legislation of Ukraine;

(iii) advertising and information related to gambling, alcoholic beverages, tobacco products, other smoking products, THP and electronic cigarettes.

10.5 The Uklon Partner has the right at its own discretion to determine when to provide Transportation Services. The Uklon partner independently and without the consent of Uklon accepts, rejects or ignores the Orders placed by the Users at its own discretion. At the same time, the Uklon Partner undertakes to fulfill all accepted Orders.

10.6 The Uklon partner is obliged to maintain the vehicle used for transportation Services and all equipment and facilities necessary for the performance of transportation Services and access to the Online Service in good condition. The Uklon Partner is responsible for paying all costs incurred by him/her in providing the Transportation Services, fuel costs, cost of mobile tariff plans, customs duties, vehicle depreciation, insurance, applicable income taxes, corporate taxes or personal income taxes persons, etc.

10.7 If, during the provision of transportation Services, any of the Users negligently damages the vehicle or its equipment (among other things, spoils or pollutes the vehicle or causes stench in the vehicle), the Uklon Partner has the right to demand compensation from the User for any damages. At the same time, Uklon does not guarantee reimbursement of such damages by the User and does not bear any responsibility for direct or indirect damages/expenses related to the cleaning or maintenance of the vehicle caused by the actions of the Users.

10.8 The Uklon Partner undertakes to comply with all tax obligations arising for the Uklon Partner in accordance with the current Legislation in connection with the provision of Transportation Services, including (i) payment of personal income tax, military duty or any other applicable tax; (ii) a single social contribution to mandatory state social insurance or other similar payment for yourself and/or your employees as required by the Law and (iii) fulfillment of all obligations regarding registration and/or registration of the Uklon Partner and/ or employees of the Uklon Partner and/or tax registration for calculations and transfers to the relevant budget and/or to the relevant account, as required by the applicable Law of the jurisdiction in which the Uklon Partner provides Transportation Services.

10.9 If a tax authority requests Uklon to provide information regarding the activities of a Uklon Partner, Uklon has the right to provide the tax authority with any and all information in its possession regarding the activities of a Uklon Partner to the extent required by applicable law. The Uklon partner is obliged to comply with all applicable tax regulations that may apply in connection with the provision of Transportation Services. The Uklon Partner undertakes to indemnify Uklon against any and all taxes, contributions, government fees, charges, fines or other mandatory payments or obligations that Uklon incurs in connection with the Uklon Partner’s failure to fulfill its obligations arising from the applicable tax regulations (including the obligation to pay personal income tax, military duty and the single social contribution to the mandatory state social insurance or any other applicable mandatory payment).

11. TERM OF THE AGREEMENT AND PROCEDURE FOR TERMINATION

11.1 This Agreement is concluded for an indefinite period and may be terminated by either party unilaterally with prior notice to the other party 5 (five) days prior to the date of termination, unless otherwise specified in this Agreement.

11.2 In the event that within 1 (one) year from the moment of making the last payment for access to the Online Service, the Uklon Partner has not made any further payment, this Agreement shall be deemed terminated. This provision does not deprive the Uklon Partner of the right to contact Uklon for the purpose of concluding a new Agreement in the future.

11.3 Uklon has the right to unilaterally change or update the terms of this Agreement at any time. All changes in this Agreement, the new version of the Agreement shall enter into force from the moment of their publication on the Website. In this regard, the Uklon Partner is advised to periodically review the current version of the Agreement, in particular, on the Website.

11.4. Uklon notifies about changes to the Agreement by sending a corresponding message to the Uklon Partner by means of communication specified by the Uklon Partner during registration and by publishing the changes or an updated version of the Agreement on the Website. The moment of getting to know the Uklon Partner with published information is considered the moment from which the information became available to the Uklon Partner in accordance with the terms of this Agreement.

11.5 Any changes to the Agreement from the moment it enters into force apply to all persons who joined the Agreement, including those who joined the Agreement before the date of entry into force of the changes to the Agreement.

11.6 Amendments to the Agreement, published by Uklon in accordance with the procedure provided for in this Agreement, enter into force from the moment of publication of the changes to the Agreement or the publication of the updated version of the Agreement.

11.7. Detailed information on the deletion of a unique account (personal account) by the Uklon Partner is indicated on a separate page of the Website, which is freely accessible https://uklon.com.ua/delete-account/

12. RESPONSIBILITY OF THE PARTIES

12.1 The Parties shall be liable for non-fulfillment or improper fulfillment of obligations, provisions or conditions of this Agreement in accordance with the Legislation, unless otherwise provided for in this Agreement.

12.2 If the Uklon Partner has violated its obligations to make any payments under the Agreement, Uklon has the right to demand from the Uklon Partner, and the latter undertakes within 10 (ten) calendar days from the date of receipt of the corresponding payment notice from Uklon, to pay on the benefit of Uklon is a penalty in the amount of double the accounting rate of the National Bank of Ukraine on the overdue amount for each day of overdue .

12.3 If the Uklon Partner violates its obligations to make payments under the Agreement, Uklon has the right to terminate the Uklon Partner’s access to the Online Service without warning.

12.4 Termination of access to the Online Service due to the reasons specified in Clause 12.3 of the Agreement does not release the Uklon Partner from the fulfillment of obligations incurred before such termination of access to the Online Service, as well as payment of penalties in favor of Uklon.

12.5 In case of termination of access to the Online Service in accordance with clauses 12.3, 12.4 of this Agreement, in order to renew the provision of such access, the Uklon Partner must pay the cost of access to the Online Service and a penalty in favor of Uklon in full. If the Uklon Partner does not wish to renew access to the Online Service within 5 (five) calendar days from the date of termination of such access, Uklon has the right to terminate this Agreement unilaterally.

 12.6 If the Uklon Partner cancels accepted Orders, Uklon may apply the following measures of influence: the first cancellation – a warning, the second cancellation – a fine of UAH 30.00, the third cancellation or more – a fine of UAH 60. for each case of cancellation.

12.7 If the Uklon Partner makes unjustified and/or false presses of the “SOS” button, Uklon may apply the following measures of influence: the first call – a warning, the second call – a fine of UAH 30.00, the third call or more – a fine of 60 UAH 0.00 for each case.

12.8 If the Uklon Partner increases the cost of transportation of the item specified in the Order, Uklon has the right to charge the Uklon Partner a fine in the amount that exceeds the cost of transportation of the item specified in the Order.

12.9 In case of damage caused to Uklon, as a result of a violation by the Uklon Partner and/or the persons engaged by him of the Standard Requirements for Cooperation posted on the Website, the Uklon Partner shall pay a fine of up to UAH 100,000.00 at the request of Uklon. The specific amount of the fine is determined at the discretion of Uklon.

13. FORCE MAJEURE

13.1 None of the parties shall be liable for failure to perform or improper performance of its duties, if such failure or improper performance is caused by force majeure.

13.2 Force majeure includes, but is not limited to: (1) fire, flood, earthquake, explosion, storm, landslide, epidemic and other natural phenomena and natural disasters; (2) as well as military actions, strikes, disruptions in the operation of payment systems and telecommunication networks, the adoption of a decision by a state authority or local self-government body or the adoption of Legislation that made it impossible to properly implement this Agreement, etc.

14. PERSONAL DATA

14.1 All issues related to the collection, use, protection and otherwise processing of the personal data of the Uklon Partner are regulated by a separate Regulation on the processing and protection of personal data posted on the Website and in the Mobile Application. Uklon, as the owner of personal data, may entrust the processing of personal data to the manager of personal data in accordance with the contract concluded in writing.

15. OTHER PROVISIONS

15.1 This Agreement is freely available on the Website. The Agreement enters into force for Uklon from the moment of its publication on the Website, for the Uklon Partner – from the moment of its Acceptance.

15.2 The contract can be concluded with any natural person who has reached the age of majority and has full legal capacity. The contract can be concluded with any legal entity created in accordance with the legislation of Ukraine, any other state or international norms.

15.3 The place of conclusion of this Agreement is the location of Uklon. The interpretation, validity and performance of this Agreement, as well as all non-contractual obligations arising from or in connection with this Agreement, shall be governed by the laws of the Republic of Cyprus.

15.4 Any disputes and disagreements arising out of or in connection with this Agreement or its conclusion, performance or termination shall be resolved through negotiations between the parties. If the parties are unable to resolve the dispute through negotiation within 30 (thirty) calendar days after one of the parties has notified the other party in writing of the occurrence of such dispute or disagreement, then such dispute may be referred to a competent court in accordance with the jurisdiction provided by the laws of the Republic of Cyprus .

15.5 This Agreement does not establish any other legal relationship (including employment or agency relationship) between Uklon and the Uklon Partner and/or with any third parties other than those established by this Agreement.

15.6 If any provision or condition of this Agreement is held to be invalid or not statute-barred, all other terms and conditions shall remain valid and statute-barred. All such invalid or non-time-barred provisions shall be amended to be valid, time-barred and reflect the intent of the parties.

15.7 The database formed as a result of the provision of Uklon services is the exclusive property of Uklon, and the Uklon Partner does not have any rights or authority over it, including regarding the registration of the database in accordance with the Legislation.

15.8 This Agreement is drawn up in Ukrainian, but is available for review in Russian and English. In case of discrepancy between the original version of the Agreement in the Ukrainian language and the version of the Agreement in another language, the provisions of the original version of the Agreement in the Ukrainian language shall apply in this case.

16. DETAILS:

UKLON LTD [UKLON LTD]

Registration number HE 357185

Address: str. 12 Dimostheni Severi, Office 601, 1080, Nicosia, Cyprus

e-mail: support@uklon.eu

Published on November 04, 2024