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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
(SUPPLYING SOFTWARE PRODUCTS)

1. TERMS AND DEFINITIONS

Uklon means UKLON LTD, a company incorporated under the laws of the Republic of Cyprus, Company Number HE 357185, located at 12, Dimostheni Severi Avenue, Office 601, 1080, Nicosia, Cyprus, that makes a public offer (the “Offer”) to an unlimited number of individuals, individual entrepreneurs, or legal entities to enter into an Adhesion Contract (Public Offer) for the provision of access to the online service (supply of software products) (the “Adhesion Contract”) on the terms and conditions set out in this Adhesion Contract.

Uklon Driver Online Service (Online Service or Technological Platform) means a technological platform realized as 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.), designed for automated monitoring, collection, processing, distribution, storage, presentation of data about the Orders placed on it by the Users, automatic calculation of the value of the Order, taking into account the supply and demand ratio, weather conditions, route, and the density of traffic on it, which automatically works out routes and facilitates data exchange for communication with the User, and enables the Uklon Partner to accept or reject the relevant Orders as the Uklon Partner may deem fit, publish its location data, provide estimates to the Users and interact with them, use the routes worked out by the program in a real-time mode, within the scope of functionality of the Online Service. The Online Service is the result of computer programming related to software products.

Uklon Partner means an individual or legal entity that accesses the Online Service through the Website and the Mobile Application. The Uklon Partner bears all risks associated with gaining access to and using the Online Service by any third party who does not have the authority to do so.

User means any legally capable individual who has reached the age of eighteen (18) or a legal entity that has placed an Order using the Uklon Mobile Application or the website: uklon.com.ua.

Order means an order for the provision of a passenger transportation service by road placed by the User, in particular an order for the provision of a passenger transportation service by road in one direction placed by two Users (shared trip), User’s vehicle driving service (the driver service), and delivery services structured according to the required details.

Website means a web page on the Internet at uklon.com.ua. The Website is the result of computer programming related to software products.

Mobile Application means a copy of a computer program in the form of a mobile application for iOS and Android mobile devices titled “Uklon Driver”, provided by Uklon to the Uklon Partner for temporary use (during the term of this Adhesion Contract) for the functional purpose of the end user as a tool to access the Online Service.

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

Bank Card Payment means a payment debited from the User’s bank card and credited to the bank card of the Uklon Partner in the payment system integrated with the Online Service.

Transportation Services means passenger transportation services by road, the User’s vehicle driving services (driver service), and delivery services.

Temporarily Occupied Territories means territories where hostilities are taking place or territories temporarily occupied by the Russian Federation, set out in the Law.

Law means all laws, regulations, directives, by-laws, administrative orders, common law rules, and civil codes of any jurisdiction, all court decisions, notices, instructions, and decisions of courts, arbitration tribunals, or authorized bodies, and all codes of practice that have the force of law, interpretations, and recommendations applicable to the persons concerned.

2. GENERAL PROVISIONS

2.1. Uklon hereby makes the Offer to enter into this Adhesion Contract and undertakes to provide the Uklon Partners that accept the Offer with access to the Online Service (to supply software products) (the “Access Service”) subject to the terms and conditions set out in the Adhesion Contract within the entire territory of Ukraine (except for the city of Kyiv). Furthermore, Uklon shall not provide access to the Online Service to the Uklon Partners in the Temporarily Occupied Territories.

2.2. The Uklon Partner accepts the Offer by performing actions that demonstrate the full and unconditional consent of the Uklon Partner to receive the Access Service on the terms set out in the Offer. Such actions of the Uklon Partner shall be the registration of the Uklon Partner in the Online Service.

2.3. The moment of Offer acceptance, specified in Clause 2.2 above, shall deem the moment when the Adhesion Contract is made by the parties. The Adhesion Contract made by accepting the public offer shall be legally valid and binding and shall have the same status as the Adhesion Contractsigned by the parties.

2.4. To gain access to the Online Service, the Uklon Partner shall register on the Website or in the Mobile Application by creating a unique account (personal account) that facilitates access to the Online Service.

2.5. The Uklon Partner may be registered as a legal entity or an individual, or as an individual entrepreneur, or as a self-employed person. Upon successful completion of the registration, Uklon shall provide the Uklon Partner with a personal account, which can be accessed using a username and password.

2.6. During the registration, the Uklon Partner shall provide reliable information about themselves by filling in the registration form. If the Uklon Partner provides inaccurate information when registering or subsequently using access to the Online Service, Uklon shall have the right to suspend or cancel the personal account (registration) of the Uklon Partner without prior notice or consent of the Uklon Partner.

2.7. If the actions of the Uklon Partner may result in a violation of the Law, human rights, and the possibility of claims against Uklon, or if the actions of the Uklon Partner may expose Uklon to liability for such actions, Uklon shall have the right to immediately block the actions of the Uklon Partner, as well as to suspend or cancel the personal account of the Uklon Partner without prior notice or consent from the Uklon Partner.

2.8. When registering in the Online Service, the Uklon Partner shall enter a unique password. The Uklon Partner shall be solely responsible for the security of the password entered by the Uklon Partner and the protection of their personal account.

2.9. In the case any third-party gains access to the personal account of the Uklon Partner, the Uklon Partner shall immediately notify Uklon to enable it to take appropriate measures, provided that the Uklon Partner can confirm the ownership of the personal account.

2.10. The Uklon Partner shall be solely responsible for ensuring the safe storage of information about their passwords, including but not limited to registration codes and other confidential information. Uklon shall not be liable for the consequences resulting from the loss of personal confidential information (login, password, registration code) by the Uklon Partner. This provision applies both to the voluntary transfer of personal confidential information by the Uklon Partner to any third parties and to the loss of personal confidential information by the Uklon Partner against their will.

2.11. Registration of an account by an Uklon Partner being a legal entity or an individual entrepreneur (hereinafter – the “transportation company”). Following the execution of a separate agreement, the transportation company can independently register personal accounts for its employees and/or service providers. In this case, the transportation company shall ensure that its employees and/or service providers comply with the terms and conditions of this Adhesion Contract and any other terms published by Uklon on the Website and agree to act in compliance with applicable terms and conditions. The transportation company and its employees and/or service providers shall be 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 ADHESION CONTRACT

3.1. Subject to the terms and conditions of this Adhesion Contract Uklon shall grant the Uklon Partner access to the Online Service provided via the Internet on the Website and/or via the Mobile Application for a fee set out in this Adhesion Contract.

3.2. Access to the Online Service shall be provided to the Uklon Partner solely for the purposes of its interaction with the Users in connection with the processing and completing of the Orders and automatically building optimal routes within the scope of the available functionality of the Online Service. The Uklon Partner shall be granted a non-exclusive intellectual property right to use the Online Service and the intellectual property included therein, in particular, the right to reproduce it, in whole or in part, on one computer and/or one mobile device of the Uklon Partner, the public performance and public display rights.

3.3. Uklon shall not provide the Transportation Services in any manner and shall not sell (distribute) any goods, works, or services sold (distributed, provided) by the Uklon Partners. The relationships between the Uklon Partner and the User shall arise, change, and be terminated exclusively between the Uklon Partner and the User. Uklon shall not be a party to the relationship existing between the Uklon Partner and the User and shall be responsible for the provision of the Access Services only.

4. REPRESENTATIONS AND WARRANTIES OF THE UKLON PARTNER

4.1. By clicking the “Register” button at the end of the registration form, you (Uklon Partner) represent and warrant to us (Uklon) that:

• You have decided to enter into this Adhesion Contract on the use of the Uklon Online Service to provide the Transportation Services with us and to provide us with your information and documents voluntarily, and you have not been enticed or coerced to enter into the agreement by any third parties, including us and our related parties.

• You have the authority to enter into this Adhesion Contract on the use of the Uklon Online Service to provide the Transportation Services with us in accordance with the Law, your capacity to acquire rights and obligations, including by entering into the aforesaid Adhesion Contract with us, is not limited, and you do not need any licenses, consents, permission, and/or approval of any third parties to enter into such Adhesion Contract

• You have carefully studied, fully understand, and agree to abide by the terms and conditions of this Adhesion Contract, including all of your obligations set out in this Adhesion Contract;

• All information and documents you have provided to us are accurate, correct, complete, and up-to-date;

• You will ensure the correctness of the data in your personal account in the Online Service and will regularly update the information;

• You will not allow others to use your personal account; you will not transfer or assign your personal account to any other person, or use the personal accounts of other persons;

• You will not use the Online Service for unauthorized or illegal purposes and will not impede the proper operation of Uklon; you will not abuse or manipulate the Online Service (including, but not limited to, by decompiling the Uklon Driver Application or manipulating your GPS location);

• You will use the Uklon Online Service in good faith and will not be involved in fraud, including, but not limited to, receiving any bonuses for providing false information to us;

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

• At all times, you will fully comply with all laws and regulations of the jurisdiction in which you provide the Transportation Services, including, but not limited to, the laws governing passenger services and the protection of personal data.

If you breach any of the above warranties, Uklon shall have the right to recover a contractual penalty of up to UAH 1,000.00 for each breach and/or block your right to use the Uklon Online Service.

5. REPRESENTATIONS AND WARRANTIES OF THE UKLON

5.1. We (Uklon), for our part, represent and warrant to you (Uklon Partner) that Uklon:

◦ is a company properly established, organized, and registered in accordance with the laws of its jurisdiction, has full legal capacity, and has all corporate powers that may be necessary or required to enter into and perform this Adhesion Contract

◦ is the sole owner of, and holds all rights, titles and interests in its platform and technology, including but not limited to all intellectual property rights;

◦ will ensure equal opportunities and not discriminate against you and the Users based on race, color, religion, sex, national origin, sexual orientation, age, or any other similar characteristic;

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

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

◦ all our employees, agents and/or contractors who may be in contact with or interacting with you have been properly trained and meet all the requirements necessary to perform our contractual obligations to you;

◦ has sufficient systems and procedures in place to support you, 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 and conditions of this Adhesion Contract, Uklon hereby grants the Uklon Partner a non-exclusive license to use the Online Service. This license shall not grant the Uklon Partner the right to sublicense or assign any of their 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 may not:

• decompile, reprogram, or otherwise attempt to obtain 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;

• transfer 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 services provided by Uklon.

• The license granted under this Adhesion Contract shall be terminated automatically and simultaneously with the termination of the Adhesion Contract Upon termination of the Adhesion Contract the Uklon Partner shall stop using the Online Service immediately, and Uklon may block and delete Uklon Partner’s personal account without prior notice.

6.3. Uklon may provide Uklon Partner with Uklon-branded tags, labels, stickers, or other marks, or otherwise indicate that the Uklon Partner uses the Online Service. Uklon hereby grants the Uklon Partner a non-exclusive, non-transferable, non-sublicensed, limited, unconditional and revocable license to use such marks, and the Uklon Partner may not sublicense such marks and shall use them only to indicate that the Uklon Partner uses the Online Service in its activities. In the event this Adhesion Contract is terminated for any reason, the Uklon Partner shall promptly remove any features relating to the Uklon brand.

6.4. Uklon is the sole owner of all intellectual property rights in trademarks, software products, and any other intellectual property, including source code, databases, logos, and designs, that are protected by copyright laws, laws on trademarks and/or trade secrets, as well as provisions of international treaties. By using the Online Service or any other services provided by Uklon, the Uklon Partner does not acquire any rights of ownership to any intellectual property.

7. RIGHTS AND OBLIGATIONS OF THE PARTIES

7.1. The Uklon Partner shall:

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

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

◦ provide Uklon with the information that may be necessary in connection with the performance of this Adhesion Contract

◦ not impersonate an employee, representative, or agent of Uklon;

◦ comply with the Terms and/or the Rules of Cooperation posted on the Website.

7.2. The Uklon Partner shall have the right to:

• access and use the Online Service in accordance with the terms and conditions of this Adhesion Contract

• receive clarifications from Uklon that may be necessary in connection with the performance of its obligations under this Adhesion Contract.

7.3. Uklon shall:

• ensure that the Uklon Partner can access the Online Service from an electronic device (mobile phone, tablet, or computer) of the Uklon Partner and register a personal account on the Website.

7.4. Uklon shall have the right to:

◦ verify that the Uklon Partner complies with the terms and conditions of this Adhesion Contract;

◦ demand that the Uklon Partner remedy any violations in the case the Uklon Partner fails to perform or perform properly the terms and conditions of this Adhesion Contract

◦ refuse to enter into this Adhesion Contract with the Uklon Partner or terminate it unilaterally without notice in the case the Uklon Partner fails to comply with or violates the Terms and/or the Rules of Cooperation posted on the Website;

◦ terminate this Adhesion Contract unilaterally or temporarily suspend access to the Online Service without notice in case the Uklon Partner commits fraud and/or other actions that violate the Law;

◦ obtain and maintain insurance covering the life and health of the Uklon Partner during the performance of the Order. Uklon shall obtain and maintain such insurance at its own cost and expense, and the Uklon Partner shall not be responsible for paying any insurance premiums. The Uklon Partner hereby consents that Uklon may choose the insurance company and the insurance terms and conditions at its sole discretion. The Uklon Partner may withdraw its consent to the insurance at any time by sending a notice to Uklon’s e-mail address at: support@uklon.eu.

8. FEES AND PAYMENT PROCEDURE

8.1. The Uklon Partner shall pay Uklon the following fees for access to the Online Service:

8.1.1. 18% of the transportation fare indicated in the Order for the cities of Dnipro, Odesa and Lviv;

8.1.2. 17% of the transportation fare indicated in the Order for the cities of, Kryvyi Rih, Zaporizhzhia and Ivano-Frankivsk;

8.1.3. 16% of the transportation fare indicated in the Order for the cities Chernihiv and Vinnytsia;

8.1.4. 15% of the transportation fare indicated in the Order for the city of Poltava;

8.1.5. 14% of the transportation fare indicated in the Order for the city of Bila Tserkva, Sumy and Cherkasy;

8.1.6. 12% of the transportation fare indicated in the Order for the cities of Kremenchuk, Rivne, Ternopil, Zhytomyr, Mykolaiv, Kharkiv and Khmelnytskyi;

8.1.7. 10% of the transportation fare indicated in the Order for the cities of Lutsk, Uzhhorod, Chernivtsi, Kamianske, Kamianets-Podilskyi and Kropyvnytskyi;

8.1.8. 0% of the transportation fare indicated in the Order for the city of Kherson.

8.2. The Uklon Partner shall pay for access to the Online Service by a wire transfer of funds to the Uklon bank account.

8.3. Uklon may, at its sole discretion, amend the fee rate either temporarily or permanently depending on the region and due to other factors by notifying the Uklon Partner in accordance with clause 11.3 of this Adhesion Contract.

8.4. In the case the Uklon Partner fails to pay the fee for access to the Online Service by the due date, Uklon Partner shall be liable to pay a late interest of 0.1% (zero-point one percent) of the unpaid amount for each day of delay. The Uklon Partner shall reimburse Uklon for all costs incurred by Uklon in connection with the recovery of debt owed by the Uklon Partner.

8.5. If the Uklon Partner fails to pay the fee for access to the Online Service by the due date, Uklon may suspend the access to the Online Service until the debt is repaid.

8.6. The Uklon Partner shall pay Uklon a fee for providing maintenance and administration services of Uklon Partner’s account (personal account) in the Online Service and services for deleting (deactivating) the account (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 deleting 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, shall be deemed the cost of the Administration Services provided to the Uklon Partner as agreed by the Parties.

9. USER PAYMENTS

9.1. The Uklon Partner receives payments for the Transportation Services directly from the User. The User pays in cash by handing over the money directly to the Uklon Partner.

9.2. The Uklon Partner can receive payments from the Users made by transferring the money from the User’s bank card to the bank card of the Uklon Partner using the payment system integrated with the Online Service (the “Bank Card Payment”).

9.3. The Uklon Partner may not refuse to accept the Bank Card Payment for the Transportation Services from the User or dissuade the User from making the Bank Card Payment. In the case the Uklon Partner refuses to accept the Bank Card Payment without valid reasons, Uklon may charge Uklon Partner a fine of up to UAH 1,000.00 for each case of such refusal and/or block the Uklon Partner’s access to the Online Service in case of repeated refusal.

9.4. Uklon reserves the right to distribute promo codes to the Users at its sole discretion for advertising purposes. The Uklon Partner shall accept the promo code only when the User applies the code in the application before the trip using a bank card payment. Promo codes cannot be applied to trips where payments are made in cash. If the use of promo codes is suspected to be fraudulent, illegal, or contrary to the Terms of Use and the terms of use of promo codes, the promo code may be canceled, and the outstanding amount will not be reimbursed to the Uklon Partner by Uklon.

9.5. Uklon shall not be liable to pay the Partner the Order value set for the User if the Bank Card Payment failed because the User’s bank card or other payment made by the User has been canceled or failed for other reasons. In this case, Uklon can assist the Uklon Partner in requesting the amount of the Order value due from the User and assist in communication with the User regarding the repayment of the debt.

9.6. The Uklon Partner must verify that the Transportation Services are provided to the appropriate User or that the User has explicitly confirmed that they allow other passengers to travel at their expense before providing the Transportation Services. If the Uklon Partner makes a mistake in the identification of the User and the Bank Card Payment is debited from the person who did not receive the Transportation Services or did not confirm the provision of the Transportation Services to other passengers, the Uklon Partner shall return the funds received unreasonably to the User who did not receive the Transportation Services that were ordered by them. Uklon will assist the User and the Uklon Partner in their interactions regarding refunds.

10. PROVISION OF TRANSPORTATION SERVICES

10.1. By entering into this Adhesion Contract, the Uklon Partner acknowledges and warrants that throughout the term of the Adhesion Contract, they will comply with the Law applicable in the jurisdiction where the Uklon Partner provides the Transportation Services. The Uklon Partner shall bear sole responsibility for any violation of the Law committed by it, and hereby indemnifies Uklon for any expenses and damages incurred as a result of the Uklon Partner’s violation of the Law in the provision of the Transportation Services.

10.2. The Uklon Partner undertakes to possess all the permits mandated by the Law, including but not limited to a valid driver’s license, licenses, motor insurance policies, liability insurance policies, vehicle registration documents, certification, and any other documentation required in the relevant jurisdiction. The Uklon Partner shall maintain the validity of all the above documents for the entire duration of the use of the Online Service. The provision of access to the Online Service to the Uklon Partner may be revoked without prior notice if Uklon suspects that the Uklon Partner has not complied with the requirements of this clause.

10.3. Subject to the requirements of the applicable Law, the Uklon Partner undertakes to provide services to the Users and inform the Users about the services provided by the Uklon Partner in the official language of the country where the relevant services are provided. At the request of the User, the service may also be provided to them in another language acceptable to the Uklon Partner and the User. The Uklon Partner hereby consents that Uklon may disclose all the information and documents available to Uklon to competent authorities whenever such disclosure is required to verify that the Uklon Partner complies with the law on ensuring the functioning of the state language applicable in the country where the Uklon Partner provides the Transportation Services.

10.4. When providing the Transportation Services, the Uklon Partner shall:

• perform car maintenance;

• comply with passenger transportation regulations set forth by the Law of the country where the Uklon Partner provides the Transportation Services;

• obtain all permits, approvals, and licenses that may be necessary or required in accordance with the Law of the country where the Uklon Partner provides the Transportation Services;

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

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

• provide Uklon with the information that may be necessary in connection with the performance of this Adhesion Contract

• notify Uklon in the case the Uklon Partner refuses to perform the Order accepted by them without a valid reason. Otherwise, the Adhesion Contract may be terminated unilaterally by Uklon;

• comply with the Terms and/or the Rules of Cooperation posted on the Website, and familiarize themselves with their updates;

• when performing the Order, not use mobile applications and navigators that are directly or indirectly controlled by Russian nationals and/or Russian companies, including, but not limited to Yandex Maps and Navigator, 2GIS-accurate offline maps, CityGuide GPS navigator, or Navitel Navigator, etc.;

• return the shipment to the User (sender) when performing the Order for the delivery service, whenever the Uklon Partner receives a message in the Mobile Application that the shipment has to be returned to the User;

• play music in the passenger compartment of the car after obtaining the consent of all Users;

• refuse to transport the items, the transportation of which is prohibited by the applicable Law when the Uklon Partner provides the delivery service.

10.5. The Uklon Partner shall have the discretion to determine when to provide the Transportation Services. The Uklon Partner shall accept, decline, or ignore the Orders placed by Users at its sole discretion and without the consent of Uklon, provided however that the Uklon Partner shall perform all Orders accepted by them;

10.6. The Uklon Partner shall perform maintenance of the vehicle used to provide the Transportation Services and all the equipment and devices necessary to perform the Transportation Services and access the Online Service. The Uklon Partner shall be responsible for paying all costs incurred by them in the provision of the Transportation Services, fuel costs, cost of mobile tariff plans, customs duties, vehicle depreciation expenses, insurance premiums, related income taxes, corporate taxes, personal income taxes, etc.

10.7. If, during the provision of the Transportation Services, any of the Users negligently damages the vehicle or its equipment (including but not limited to damaging or contaminating the vehicle or causing a stench in the vehicle), the Uklon Partner shall have the right to claim compensation of any losses so caused from the User. However, Uklon does not guarantee that such losses will be compensated by the User and shall not be held liable for direct or indirect losses/expenses related to cleaning or maintenance of the vehicle caused by the actions of the User.

10.8. The Uklon Partner shall perform all tax obligations incurred by the Uklon Partner under applicable Law in connection with the provision of the Transportation Services, including (i) the payment of personal income tax, military duty, or any other applicable tax; (ii) a single social contribution to compulsory state social insurance or other similar payment for oneself and/or for its employees as required by the Law, and (iii) performance of all obligations regarding recording and/or registration of the Uklon Partner and/or employees of the Uklon Partner and/or registration for the purposes of making payments to the appropriate budget and/or to the appropriate account as required by the applicable Law of the jurisdiction in which the Uklon Partner provides the Transportation Services.

10.9. In the event Uklon receives a request for the disclosure of information on the activities of the Uklon Partner from a tax authority, Uklon may disclose any information available to it regarding the activities of the Uklon Partner to the tax authority to the extent required by the applicable Law. The Uklon Partner shall comply with all applicable tax regulations that may apply to them in connection with the provision of the Transportation Services. The Uklon Partner shall indemnify Uklon in connection with all and any taxes, contributions, state duties, payments, penalties, or other mandatory payments or obligations that Uklon will incur in connection with the failure of the Uklon Partner to perform its obligations arising out of the applicable tax regulations (including the obligation to pay personal income tax, military duty, and single social contribution to the mandatory state social insurance, or make any other applicable mandatory payments).

11. TERM OF THE ADHESION CONTRACT AND TERMINATION PROCEDURE

11.1. This Adhesion Contract shall be concluded for an indefinite term and may be terminated unilaterally by either Party by giving five-day prior notice to the other Party.

11.2. This Adhesion Contract shall be deemed terminated in the case the Uklon Partner does not make any payments within one (1) year from the date of the last payment for access to the Online Service. This provision does not preclude the Uklon Partner from contacting Uklon to enter into a new contract in the future.

11.3. Uklon may unilaterally change or update the terms and conditions of this Adhesion Contract at any time. All changes and amendments to this Adhesion Contract and the restated contract shall come into force following their publication on the Website.

12. LIAIBILITY OF THE PARTIES

12.1. The Parties will be held liable for non-performance or improper performance of obligations, provisions, or conditions of this Adhesion Contract in accordance with the Law unless this Adhesion Contract provides otherwise.

12.2. If the Uklon Partner breaches its payment obligations arising out of the Adhesion Contract, Uklon may demand that the Uklon Partner pays, and the Uklon Partner shall pay, a late interest of 0.1% of the overdue amount for each day of delay, within a period of ten (10) calendar days following receipt of the relevant demand from Uklon.

12.3. If the Uklon Partner violates its obligations to make payments due under the Adhesion Contract Uklon may terminate Uklon Partner’s access to the Online Service without notice.

12.4. Termination of access to the Online Service for the reasons set out in Clause 12.3 of the Adhesion Contract shall not release the Uklon Partner from the performance of obligations that arose before such termination of access to the Online Service, and the Uklon Partner shall also be liable to pay a late interest to Uklon.

12.5. If access to the Online Service was terminated in accordance with Clause 12.3 and 12.4 of this Adhesion Contract the access to the Online Service will be restored after the Uklon Partner pays Uklon the fee due for access to the Online Service and the late interest in full. If the Uklon Partner does not wish to resume access to the Online Service within five (5) calendar days following the day when the access was terminated, Uklon may terminate this Adhesion Contract unilaterally.

12.6. If the Uklon Partner cancels the Orders accepted by them, Uklon shall use the following corrective actions: a warning in the case of the first cancellation; a fine of UAH 30.00 in the case of the second cancellation, and a fine of UAH 60.00 in the case of the third and each subsequent cancellation.

12.7. If the Uklon Partner makes presses the SOS button without a valid reason and/or erroneously, Uklon shall use the following corrective actions: a warning in the case of the first SOS call; a fine of UAH 30.00 in the case of the second SOS call, and a fine of UAH 60.00 in the case of the third and each subsequent SOS call.

12.8. If the Uklon Partner increases the transportation fare quoted in the Order, Uklon may charge the Uklon Partner a fine equal to the sum by which the transportation fare charged exceeds the fare quoted in the Order.

12.9. If Uklon suffers any losses resulting from a violation of the Terms and/or the Rules of Cooperation posted on the Website by the Uklon Partner and/or persons engaged by the Uklon Partner, the Uklon Partner shall, upon Uklon’s request, pay a fine of up to UAH 100,000.00. Uklon will determine the amount of the fine to be so charged at its sole discretion.

13. FORCE MAJOR

13.1. No Party shall be liable for non-performance or improper performance of its obligations if the non-performance or improper performance is caused by force majeure.

13.2. Force majeure shall include, but shall not be limited to (1) fire, flood, earthquake, explosion, storm, landslide, epidemic, and other natural phenomena and natural disasters, and (2) hostilities, strikes, payment system failures, the adoption of a decision preventing the proper performance of this Adhesion Contract by a public authority or local government, etc.

14. PERSONAL DATA

14.1. All matters related to the collection, use, processing, and protection of personal data of the Uklon Partner shall be governed by a separate Regulation on the processing and protection of personal data posted on the Website. Uklon, as the controller of personal data, may engage a processor to process the personal data on its behalf in accordance with a written contract.

15. OTHER PROVISIONS

15.1. This Adhesion Contract shall be freely available on the Website. The Adhesion Contract shall enter into force and be binding on Uklon following its publication on the Website and shall become binding on the Uklon Partner following its acceptance by the Uklon Partner.

15.2.  The Adhesion Contract may be made with any individual who has reached the age of majority and has the full legal capacity and legal standing. The Adhesion Contract may be made with any legal entity established under the laws of Ukraine, or the laws of any other state, or international rules.

15.3. This Adhesion Contract shall be deemed entered into at the registered office of Uklon. The interpretation, validity, and performance of this Adhesion Contract as well as all non-contractual obligations arising out of or in connection with this Adhesion Contract, shall be governed by the law of the Republic of Cyprus.

15.4. The parties shall resolve any disputes or disagreements arising out of or in connection with this Adhesion Contractor its conclusion, performance, or termination through negotiations. If the parties fail to resolve the dispute through negotiations 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 the competent court in accordance with the jurisdiction provided for by the legislation of the Republic of Cyprus.

15.5. Nothing in this Adhesion Contract creates any legal relationship (including employment or representation relationship) between Uklon and the Uklon Partner and/or any third parties, other than the relationships set out in this Adhesion Contract.

15.6. If any provision of this Adhesion Contract is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Any invalid or unenforceable provision shall be amended to make it valid, enforceable, and reflect the intentions of the parties.

15.7. Uklon shall be the sole owner of the database resulting from the provision of Uklon services, and the Uklon Partner shall not have any rights or authority over it, including the right to register the database in accordance with the Law.

15.8. This Adhesion Contract is made in the Ukrainian language, and its versions in the Russian and English languages are provided solely for information purposes. In the event of any discrepancies between the original version of this Adhesion Contract in Ukrainian and the version in another language, the provisions of the original version shall prevail.

16. DETAILS:

UKLON LTD
Registration number: HE 357185
Address: 12, Dimostheni Severi, Office 601, 1080, Nicosia, Cyprus

e-mail: support@uklon.eu

Published on December 13, 2023