for Providing Access to Online Service (Software Products Provision)
LIMITED LIABILITY COMPANY “UKLON UKRAINE”, hereinafter referred to as “UKLON”, represented by Serhii Mykolayovych Hryshkov, Director, acting on the basis of the Charter, in accordance with Articles 633, 634 of the Civil Code of Ukraine, of the one part, and
any individual or legal entity, hereinafter referred to as “UKLON PARTNER”, which accepts this Public Offer for Providing Access to Online Service (the “Agreement”), of the other part, hereinafter collectively referred to as the “PARTIES”, and each individually the “PARTY”, have concluded this agreement as follows:
The information provided herein shall be an official offer (public offer) to any person to enter into the Agreement for Providing Access to Online Service. This Agreement is public in accordance with the provisions of Article 633 of the Civil Code of Ukraine. This Agreement shall also be considered an accession agreement within the meaning of Part 1 of Article 634 of the Civil Code of Ukraine, the terms and conditions of which are set and published by UKLON on the Site, and which may be concluded only by full and unconditional acceptance (accession) of UKLON PARTNER to the proposed Agreement as a whole.
The Agreement shall establish the general conditions and procedure, according to which UKLON PARTNER obtains access to the Online Service.
UKLON PARTNER shall be deemed to have accepted the terms and conditions hereof in full, without any restrictions, reservations or exceptions from the moment of its acceptance. Amendments hereto shall not imply termination or refusal of UKLON PARTNER to access the Online Service.
By entering this Agreement, UKLON PARTNER shall confirm that he/she has fully and completely read and agrees with its terms and conditions.
The Parties shall understand that the Online Service is accessed by downloading and using a computer program (Mobile Application), as well as by entering the relevant data and using the software functions of the Site.
1. TERMS AND DEFINITIONS
1. 1. UKLON shall mean a legal entity under the laws of Ukraine – LLC “UKLON UKRAINE”, which provides UKLON PARTNER with access to the Online Service in accordance herewith.
1. 2. UKLON PARTNER shall mean an individual or legal entity accessing the Online Service via the Site and Mobile Application. UKLON PARTNER shall bear all risks associated with accessing and using the Online Service by any third party that is not authorized to do so.
1. 3. Online Service «Uklon Driver» (Online Service or Technological Platform) shall mean a technological platform realized as an interconnected set of computer programs and electronic data in the form of digits, 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 Order, which have been 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 its load, etc., and which automatically builds-up routes and provides data exchange for communication with the User, and allows Uklon Partner to accept or reject the relevant Orders at their own discretion, publish its location data, provide estimates to the Users and interact with them, use the routes built-up by the program in real time as provided by the available functionality of the Online Service. The Online Service is the result of computer programming related to software products.
1. 4. User shall mean any legally capable person above 18 (eighteen) years of age or a legal entity that has placed an Order using the Uklon Mobile Application or site: uklon. com. ua.
1. 5. Order shall mean the User’s order for the provision of the Services structured by the required details.
1. 6. Website shall mean a web page on the Internet at URL: uklon. com. ua. The Site is the result of computer programming related to software products.
1. 7. Mobile Application shall mean a copy of the computer program in the form of a mobile application for iOS, Android mobile devices titled «Uklon Driver», which is provided by UKLON to UKLON PARTNER for temporary use (during the term of Agreement) for the functional purpose of the end user as a tool to access the Online Service.
1. 8. Public Offer shall mean a proposal of UKLON, published on the Website and addressed to an indefinite number of individuals or legal entities, to enter into this Agreement through its Acceptance.
1. 9. Acceptance shall mean a full, unconditional and implicit acceptance by UKLON PARTNER of the terms and conditions of the Public Offer. By accepting the Public Offer, UKLON PARTNER shall confirm that he/she has read and fully, unconditionally and ultimately agreed with all the terms and conditions hereof, as well as his/her desire to accede hereto.
1. 10. Internal Balance shall mean 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 interest of UKLON PARTNER to UKLON as in 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.
1. 11. Services shall mean services for transporting passengers by vehicle transport, services for transporting passengers by vehicle transport in one direction (shared trip), services for driving the User&`s vehicle (“driver” service), courier delivery services.
2. SUBJECT MATTER
2. 1. UKLON shall provide hereunder UKLON PARTNER with access to the Online Service, which is provided via Internet on the Website and/or via Mobile Application for a fee established herein , in the city of Kyiv and its suburbs.
2. 2. Access to the Online Service shall be provided to UKLON PARTNER exclusively for its interaction with UKLON for the purpose of processing and implementation of the Orders and automatic building-up of optimal routes as provided by the available for use functionality of the Online Service. In which case, UKLON PARTNER shall be granted a non-exclusive intellectual property right to use the Online Service (Technology Platform) and the objects of intellectual property rights included therein, in particular 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.
2. 3. UKLON PARTNER shall decide at its discretion whether or not to accept the Order for implementation. Upon acceptance of the Order, UKLON PARTNER shall undertake to pay UKLON the fee provided herein in accordance with clause 4. 1 hereof.
2. 4. The full and unconditional Acceptance of the valid Public Offer in accordance with Article 642 of the Civil Code of Ukraine shall be the fact that UKLON PARTNER makes a payment at the expense of the fee for access to the Online Service.
2. 5. The Acceptance moment of the valid Public Offer, which is defined in clause 2. 4 hereof, shall be deemed the moment of concluding the Agreement. The Agreement concluded through the acceptance of the public offer shall be legally valid in accordance with Article 642 of the Civil Code of Ukraine and equivalent to the agreement signed by the parties.
2. 6. To gain access to the Online Service, UKLON PARTNER registers via Website or Mobile Application. As a result, a unique account (personal account) is created, which provides access to the Online Service.
2. 7. While registering, UKLON PARTNER is mandated to provide reliable information about him/herself by filling out the appropriate registration form. If UKLON PARTNER provides inaccurate information during registration or later when using access to the Online Service, UKLON is entitled to suspend or cancel the account (registration) of UKLON PARTNER without prior notification or obtaining any consent from UKLON PARTNER.
2. 8. In the event that the actions of UKLON PARTNER may lead to the violation of any norms and rules of applicable legislation or human rights, as well as the possibility of claims against UKLON or the involvement of UKLON in responsibility for the actions of UKLON PARTNER, UKLON has the right to block the actions of the UKLON PARTNER immediately, and suspend or cancel the account of UKLON PARTNER without prior notice or obtaining any consent from UKLON PARTNER.
2. 9. During registration in the Online Service, UKLON PARTNER is required to enter a unique password. At the same time, UKLON PARTNER bears full responsibility for the provided password&`s reliability and its account&`s protection.
2. 10. If a third-party gains access to UKLON PARTNER account, UKLON PARTNER shall immediately notify UKLON to take appropriate action, provided that UKLON PARTNER can confirm its legal ownership.
2. 11. 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 loss by UKLON PARTNER of confidential information about his personal data (login, password, registration code). This provision applies to UKLON PARTNER&`s voluntarily transferring personal data information to third parties and to UKLON PARTNER loss of confidential personal data information against its will.
2. 12. Registration of an account by a UKLON PARTNER who is a legal entity or an individual entrepreneur (hereinafter referred to as a Transportation company). After concluding a separate agreement, the Transportation company can independently register accounts for its employees and/or service providers. In such case, the Transportation company must ensure that its employees and/or service providers comply with the requirements of this Agreement and any other UKLON terms posted on the Website and agree to act in accordance with their terms and obligations. The Transportation 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. 13. Disabling inactive accounts. In order to avoid inefficient distribution of resources, UKLON has the right to delete (close) the account of UKLON PARTNER if UKLON PARTNER does not use the account for 2 (two) years in a row, including, but not exclusively, does not authorize in the personal account.
3. RIGHTS AND OBLIGATIONS
3. 1. UKLON PARTNER shall:
3. 1. 1. fulfil all accepted Orders;
3. 1. 2. fulfil the Orders only using transport that is being in proper technical condition, taking into account the period of operation, mileage of the transport and seasonality;
3. 1. 3. carry out maintenance of the transport with which the Orders are fulfilled;
3. 1. 4. comply with the passenger transportation rules defined by the laws of Ukraine;
3. 1. 5. obtain and keep up to date all the necessary permits defined by the laws of Ukraine on the provision of services for domestic transportation of passengers by cars;
3. 1. 6. transfer neither the right nor the possibility of access to the Online Service to any third party;
3. 1. 7. perform on time and in full payments for access to the Online Service;
3. 1. 8. provide UKLON with the necessary information related to the execution of the terms and conditions hereof;
3. 1. 9. in case of refusal without valid reasons to implement the accepted Order, notify UKLON thereof. Otherwise, the Agreement may be unilaterally terminated by UKLON;
3. 1. 10. comply with the Standard Cooperation Requirements posted on the Website under Conduct and Communication Requirements and Vehicle Requirements links;
3. 1. 11. while executing 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”;
3. 1. 12. in case of receiving in the Mobile Application the message regarding the need to return the shipment to the User (sender) during the execution of the Order for courier delivery service, to return such shipment to the User;
3. 1. 13. provide service to Users in the official language;
3. 1. 14. play music in the car only upon obtaining the consent of all Users;
3. 1. 15. refrain from taking 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;
3. 1. 16. refrain from personal contacts with Users that are not directly related to the execution of the Order;
3. 1. 17. Not to use the personal data of Users, which became known to UKLON PARTNER during the fulfilment of the Order, for their own personal purposes or in the interests of third parties.
3. 2. UKLON PARTNER shall be entitled to:
3. 2. 1. access the Online Service and use it in accordance with the terms and conditions hereof;
3. 2. 2. receive from UKLON the necessary clarifications related to the fulfilment of its obligations hereunder;
3. 2. 3. in case of detection by UKLON PARTNER when performing courier delivery items prohibited for transportation under the applicable laws of Ukraine, refuse the transportation and delivery of such items;
3. 2. 4. withdraw his/her consent to life and health insurance provided by UKLON at any time by sending a corresponding message to the following e-mail address of UKLON: email@example.com.;
3. 2. 5. use the “SOS” button in case of emergency situations.
3. 3. UKLON shall:
3. 3. 1. provide UKLON PARTNER with the possibility to access the Online Service from an electronic device (mobile phone, tablet, computer) of UKLON PARTNER and the opportunity to register a personal account on the Site;
3. 3. 2. require UKLON PARTNER to comply with the appropriate level of services provided to Users.
3. 4. UKLON shall be entitled to:
3. 4. 1. check the compliance by UKLON PARTNER with the terms and conditions hereof;
3. 4. 2. in case of non-fulfilment or improper fulfilment by UKLON PARTNER of the terms and conditions hereof, demand elimination of the violations;
3. 4. 3. refuse UKLON PARTNER to enter into this Agreement or terminate it unilaterally without notice in case of non-compliance or violation by UKLON PARTNER of the Terms and/or Rules of Cooperation published on the Website;
3. 4. 4. terminate this Agreement unilaterally or temporarily suspend access to the Online Service without notice in the event that UKLON PARTNER commits fraudulent and/or other actions that violate the laws of Ukraine;
3. 4. 5. insure the life and health of UKLON PARTNER during the implementation of the Order. The insurance shall be provided by UKLON at its own expense, UKLON PARTNER shall make no insurance payments. The choice of an insurance company and insurance conditions shall be determined at the discretion of UKLON, with which UKLON PARTNER agrees.
4. FEE AND PAYMENT PROCEDURE
4. 1. The amount of the fee payable to UKLON for providing access to the Online Service shall be:
4.1.1. 21% of the cost of Service specified in the Order.
4. 2. Payment for access to the Online Service shall be made by UKLON PARTNER through payment terminals or by wireless payment to the bank account of UKLON. UKLON PARTNER has the right to make in advance payment for providing access to the Online Service.
4. 3. The specified fee may be changed by UKLON temporarily or permanently at UKLON`S discretion, by notifying the UKLON PARTNER within 15 calendar days before the change takes effect.
4. 4. The UKLON PARTNER pays UKLON a fee for providing 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 properly provided by UKLON and accepted by the UKLON PARTNER.
4. 5. 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.
5. TERM OF THE AGREEMENT, PROCEDURE FOR AMENDMENT AND TERMINATION
5. 1. This Agreement shall be concluded for an indefinite period and may be terminated unilaterally by either of the Parties with prior notice to the other Party 5 (five) days before the date of termination.
5. 2. If within 1 (one) year from the moment of making the last payment for access to the Online Service UKLON PARTNER has not made any more payments, this Agreement shall be deemed terminated. This provision shall not deprive UKLON PARTNER of the right to apply to UKLON for the purpose of concluding this Agreement in the future.
5. 3. UKLON has the right to unilaterally change or update the terms of this Agreement at any time, including by approving a new version of the Agreement. All changes in this Agreement, including those set forth in the updated version of the Agreement, enter into force from the date of the revision of the Agreement, which is indicated at the end of the text of the Agreement.
5. 4. UKLON notifies about amendments to the Agreement by sending a corresponding notification to the UKLON PARTNER by means of communication indicated by the UKLON PARTNER during registration, and by publishing the amended or updated version of the Agreement on the Website. The moment when the UKLON PARTNER becomes familiar with the published information is considered the moment when the information became available to the UKLON PARTNER in accordance with the terms of this Agreement.
5. 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.
5. 6. Amendments to the Agreement, published by UKLON in the manner prescribed by this Agreement, become effective from the moment of publication of amendments to the Agreement or publication of an updated version of the Agreement.
6. LIABILITY OF PARTIES
6. 1. For non-fulfilment or improper fulfilment of the obligations, provisions or terms and conditions hereof, the Parties shall be held liable in accordance with the applicable laws of Ukraine, unless otherwise provided herein.
6. 2. In the event UKLON PARTNER violates its obligations to make any payments hereunder, UKLON shall be entitled to demand from UKLON PARTNER, and the latter shall undertake, within 10 (ten) calendar days from the date of receipt from UKLON of the relevant notice of payment, to pay in favour of UKLON a forfeit in the amount of the double key policy rate of the National Bank of Ukraine of the overdue amount for each day of delay.
6. 3. In the event UKLON PARTNER violates its obligations to make payments hereunder, UKLON shall be entitled to terminate access of UKLON PARTNER to the Online Service without notice.
6. 4. Termination of access to the Online Service by UKLON for the reasons specified in clause 6. 3 hereof shall not release UKLON PARTNER from the fulfilment of the obligations arising before such termination of access to the Online Service, as well as payment of the forfeit in favour of UKLON.
6. 5. In the event of termination of access to the Online Service in accordance with clauses 6. 3, 6. 4 hereof, to resume the provision of such access UKLON PARTNER shall pay the cost of access to the Online Service and the forfeit to UKLON in full. In the event UKLON PARTNER does not wish to resume access to the Online Service within 5 (five) calendar days from the date of termination of such access, UKLON shall be entitled to terminate unilaterally this Agreement.
6. 6. In the event of cancellation by UKLON PARTNER of the accepted Orders, UKLON shall apply the following corrective measures: first cancellation – warning, second cancellation – penalty in the amount of UAH 50. 00, third cancellation and more – penalty in the amount of UAH 100, cancellation of the Order to the Boryspil airport and/or in the opposite direction – penalty in the amount UAH 300 for each case of cancellation.
6. 7. In the event UKLON PARTNER unreasonably and/or incorrectly presses the SOS button, which is intended exclusively for emergencies during the implementation of the Orders, UKLON shall apply the following corrective measures: first call – warning, second call – penalty in the amount of UAH 50. 00, third call and more – penalty in the amount of UAH 100. 00 for each case.
6. 8. If UKLON PARTNER increases the cost of transportation specified in the Order, UKLON shall be entitled to charge UKLON PARTNER penalty in excess of the cost of transportation specified in the Order.
6. 9. In case of damage caused to UKLON, as a result of a violation by the UKLON PARTNER and/or the persons involved by them of the documents Requirements for behavior and communication and Requirements for cars posted on the Website, the UKLON PARTNER shall pay a fine of up to UAH 100, 000. 00 at the request of UKLON.
6. 10. UKLON is not obliged to pay the UKLON PARTNER the value of the Order specified for the User, if the payment did not take place because the User&`s bank card or other payment was cancelled or did not go through for other reasons. In this case, UKLON can help the UKLON PARTNER to request the appropriate amount of the Order from the User and help in communication with the User regarding debt repayment. In any case, regardless of the provisions of this paragraph, UKLON is not a party to the contract for the provision of transportation services concluded between the UKLON PARTNER and the User.
6. 11. All complaints and claims arising in any respect to the services of transportation, delivery, are accepted and considered with the help of service (information) support of UKLON. If under results of consideration Users’ complaints and claims it turns out that UKLON PARTNER is guilty of quality of provided services, UKLON PARTNER is fully responsible for the violation of the quality of services which have arisen through its fault.
7. 1. Neither party shall be liable for non-fulfilment or improper fulfilment of its obligations if such non-fulfilment or improper fulfilment is caused by the force-majeure.
7. 2. The force-majeure shall but not limited to include: (1) fire, flood, earthquake, explosion, storm, landslide, epidemic and other natural phenomenae, and natural disasters; (2) also warfare, strikes, failures in the operation of payment scheme, failure in the operation of telecommunication systems, adoption by the government or local authorities of a decision making it impossible to properly implement this Agreement, etc.
8. PERSONAL DATA
9. 1. This Agreement shall be freely available on the Website. The Agreement shall enter into force for UKLON from the moment of its publication on the Site, for UKLON PARTNER from the moment of its Acceptance.
9. 2. The Agreement may be concluded with any individual who has reached the legal age and has full legal capacity and competence. The Agreement may be concluded with any legal entity established in accordance with the laws of Ukraine, any other state, or international provisions.
9. 3. The place of conclusion hereof shall be the location of UKLON.
9. 4. In cases not provided for herein, the Parties shall be governed by the applicable laws of Ukraine.
9.5. By accepting the execution of the Order, according to which the User chose a wireless method of payment for the Services, Uklon Partner thereby confirms that he has read and accepted the conditions (public contracts) on the provision of funds transfer services without opening an account for Uklon Partners, publicly offered by the payment institutions that provide the service relevant payment transactions. The partner has the opportunity to familiarize himself with the conditions (public contracts) on the provision of funds transfer
services without opening an account on the official websites of the relevant payment institutions, namely:
9.5.1. With the conditions of providing funds transfer services without opening an account, which are provided to Uklon Partners by the LIMITED LIABILITY COMPANY “FINANCIAL COMPANY “ELAENS” – on the website https://fondy.ua/uk/;
9.5.2. With the conditions of providing funds transfer services without opening an account, which are provided to Uklon Partners by UNIVERSAL PAYMENT SOLUTIONS LIMITED LIABILITY COMPANY – on the website https://www.ipay.ua.
9. 6. UKLON PARTNER is obliged to maintain the vehicle used to provide the Services and all the equipment and facilities necessary for the performance of the Services and access to the Online Service in good condition. UKLON PARTNER is responsible for paying all costs incurred by him/her in the provision of Services, fuel costs, cost of mobile tariff plans, customs duties, vehicle depreciation, insurance, relevant income taxes, corporate taxes or personal income taxes persons, etc.
9. 7. If, during the provision of transportation Services, any of the Users negligently damaged the vehicle or its equipment (among other things, damaged or polluted the vehicle or caused a stench in the vehicle), 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.
9. 8. UKLON PARTNER undertakes to comply with all tax obligations arising for UKLON PARTNER in connection with the provision of 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 law and (iii) fulfilment 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 current legislation.
9. 9. If the tax authority requests UKLON to provide information regarding the UKLON PARTNER&`S activities, UKLON has the right to provide the tax authority with all information it has about UKLON PARTNER&`S activities to the extent required by law. UKLON PARTNER is obliged to comply with all current tax regulations that may be applied in connection with the provision of Transportation Services. UKLON PARTNER undertakes to compensate UKLON for all taxes, contributions, state fees, payments, fines or other mandatory payments or obligations that UKLON incurs in connection with the failure of UKLON PARTNER to fulfil its obligations arising from the applicable tax regulations (including the obligation to pay personal income tax, military duty and the single social contribution for mandatory state social insurance or any other applicable mandatory payment).
9. 10. This Agreement does not establish any other legal relations (including labour relations) between the Parties and/or with any third parties than those established by this Agreement.
9. 11. If any provision or condition of this Agreement is found 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.
9. 12. The database formed in a result of the provision of UKLON services is the exclusive property of UKLON, and UKLON PARTNER does not have any rights or powers regarding it, including regarding the registration of the database in accordance with the current legislation of Ukraine.
9. 13. This Agreement is drawn up in the Ukrainian language but is provided for viewing in Russian and English. In the event of a 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. This Agreement shall not establish any other legal relationship (including employment relationship) between UKLON and UKLON PARTNER, and/or with any third parties other than established herein.
UKLON UKRAINE LLC
20B Bandery Avenue, Kyiv, 04073
EDRPOU code 44293344
bank: Credit Agricole Bank
Published on January 17, 2024.