Public Offer Agreement on the Provision of Services

Preamble

1. LLC "ERP Ukraine" represented by the Director Bohdan Lisnenko, acting on the basis of the Charter (hereinafter - the "Contractor"), on the one hand, and any legal entity or individual who accepts this offer (hereinafter - the "Customer"), on the other hand, collectively referred to as the Parties, and each individually as a Party, guided by Art. 633 of the Civil Code of Ukraine, the Law of Ukraine "On Electronic Commerce" conclude this Agreement (hereinafter - the Agreement), addressed to an unlimited number of persons, which is an official public offer of the Contractor to provide the services specified in Clauses 3.1 and 4.1 of the Agreement.

Terms and Definitions

1. Odoo is an accounting and business management system developed by the Belgian company Odoo SA.

2. Public offer is an agreement in which one party - the Contractor - undertakes the obligation to provide the services specified in Clauses 3.1 and 4.1 of the Agreement to anyone who applies to it.

3. ERP Ukraine Cloud Hosting is a service for hosting and maintaining the Odoo system on the Contractor's servers to provide the Customer access to the hosted system.

4. SLA (Service Level Agreement) is an agreement between the Contractor and the Customer, which describes the quantitative and qualitative indicators of the ERP Ukraine Cloud Hosting service and the areas of responsibility of the Parties. The SLA is posted on the Contractor's website at the link https://erp.co.ua/sla.

5. Service package is a set of services, their description, cost, and term of provision published on the Contractor's website at the link: https://erp.co.ua/pricing, provided by the Contractor in the manner and under the conditions specified in this Agreement.

6. Applications for Ukraine is a set of additional modules to the Odoo system developed by the Contractor and published on the Contractor's website.

7. Bug is an error in the operation of the Odoo system that makes it impossible to use the system as stated or indicates a security vulnerability not caused by a misconfiguration or incorrect installation of the system.

8. Supported version of the system means the services provided under this Offer refer to the supported version of the Odoo system, i.e. the three latest versions of the system, unless otherwise specified.

9. Corporate subscription to ERP Ukraine is an agreement for the provision of services by the Contractor to the Customer, with a fixed term of validity and automatic extension for the same period unless the Customer applies to terminate the automatic extension 30 days before the Agreement expires.

10. Acceptance is Customer’s full and unconditional consent to the conclusion of this Agreement in its entirety, without signing a written copy of the Agreement by the Parties.

11. Customer is any legal entity or individual who accepted this Agreement.

12. Contractor is a legal entity of LLC "ERP Ukraine" represented by the Director Bohdan Lisnenko, operating based on the Charter, registered in the Unified State Register of Legal Entities and Private Entrepreneurs according to current legislation, providing the services specified in Clauses 3.1 and 4.1 of the Agreement and the preamble of the Agreement.
    The contractor is an official partner of Odoo SA in Ukraine and has certified specialists.

13. Website of the Contractor is a web page on the Internet at the address: https://erp.co.ua.

Terms

1. This Offer is a proposal to enter into an Agreement for the provision of services according to the Service Package selected by the Customer, which provides an exhaustive list, cost, and term of the provision of services (hereinafter referred to as "services") in electronic form, by providing full and unconditional consent (acceptance) of the Customer to conclude the Agreement without signing a written copy of the Agreement by the Parties.

2. Any of the following actions is considered to be an acceptance of this Agreement:

   • the Customer's registration on the Contractor's website at the link: https://erp.co.ua/contactus and the execution of the Order - Package of services;

   • payment for the Contractor's services on terms and conditions specified in this Agreement and the selected Package on the Contractor's website https://erp.co.ua/pricing;

   • a written notification (sending a letter to the Contractor's email address posted at the link https://erp.co.ua/contactus of the Customer about acceptance of the terms of this Agreement.

   • placing an order through the online store on the Contractor's website.
     

3. When concluding an Agreement under this Offer, the Parties are governed by the provisions of the Civil Code of Ukraine, the Law of Ukraine "On Personal Data Protection", the Law of Ukraine "On the Protection of Consumer Rights", the Law of Ukraine "On Electronic Commerce", as well as the information referenced in the Agreement and which is its integral part.

4. The Agreement has legal force according to Articles 633, 641, and 642 of the Civil Code of Ukraine and is equivalent to the Agreement signed by the Parties.

5. All terms of the Agreement outlined in this public offer are binding on the Parties. Before acceptance, the Customer must familiarize himself with the terms of this Agreement.

6. By concluding this Agreement, the Customer confirms their familiarity with the terms of the Agreement and automatically agrees to the full and unconditional acceptance of all the terms of this Agreement.

Using applications for Ukraine

1. For the period of validity of the ERP Ukraine corporate subscription to:

   • hosting services or to
   • application support services for Ukraine

   The Contractor grants a non-exclusive license for the use (execution, modification, execution after modification) of the object of intellectual property - Applications for Ukraine (software), which is included in the corresponding corporate subscription under the conditions outlined in the ERP Ukraine corporate license.

Scope of the agreement

1. The Contractor undertakes to provide the Customer with the services specified in Clause 3.1 of the Agreement under the conditions and in the manner specified by this Agreement and the Service Quality Agreement (SLA).

Rights and Duties

1. The Contractor undertakes:

   1. to provide the Customer with services according to the Service Package chosen by the Customer;

   2. if there is a corporate subscription to ERP Ukraine, to provide updates and bug fixes for applications for Ukraine;

   3. at the Customer's request, to provide consultations by e-mail regarding issues that arise for the Customer in connection with the provision of services within the limits of the Service Package selected by the Customer;

   4. to maintain the confidentiality of information received from the Customer during registration on the Contractor's website, as well as the content of personal e-mail messages, except for cases provided by the current legislation of Ukraine;

   5. not to disclose or use information related to the Customer's activities that became known to the Contractor during the performance of this Agreement;

   6. to send a notice to the Customer after suspending the provision of services in the cases provided for in subsection 6.4.1 of this Agreement;

   7. publish official notices related to Customer service and changes in the cost of the Service Package on the Contractor's website: https://erp.co.ua.

2. The Customer undertakes:

   1. to review information about the terms of service and the cost of the Service Package on the Contractor's website, specified in Clause 2.7 of the Agreement;

   2. to stop using applications for Ukraine in case of termination of the ERP Ukraine corporate subscription;

   3. to provide complete and reliable information necessary for the identification of the Customer to the website of the Contractor, the execution of an electronic transaction;

   4. to make timely payment for the provision of services according to the Service Package selected by the Customer;

   5. to follow the instructions of the Contractor's specialists regarding the use of services and the Internet;

   6. not to take any measures, intentionally or unintentionally, that may lead to disruption of the functioning of the software and/or the system as a whole;

   7. to independently bear responsibility for the information that is stored, transmitted or released, namely:

      • for compliance with copyright, other legislation, and ethical behavior on the Internet;
      • for unauthorized access to computers and information sources.

   8. when contacting the Contractor for the provision of services, not to violate the requirements of current legislation and moral norms accepted by society, not to use the provision of services for illegal purposes, as a result of which the rights and legitimate interests of the Contractor and/or third parties may be violated;

   9. not to allow the use of the services of third parties, unless otherwise provided in the provisions of this Agreement.
      

3. The Customer has the right to:

   1. require the Contractor to provide services of appropriate quality and according to the terms of this Agreement and the SLA;

   2. receive the necessary and reliable information about the Contractor, the scope of services provided by him, as well as other information related to the provision of services in the personal account on the website of the Contractor at the link https://erp.co.ua/my;

   3. contact the technical support service for correcting errors in applications for Ukraine and/or regarding problems with ERP Ukraine Cloud Hosting only if you have a valid ERP Ukraine corporate subscription. Address of technical support https://erp.co.ua/helpdesk

   4. contact the Contractor with innovative proposals for improving the process of providing services.

4. The Contractor has the right to:

   1. Completely or partially suspend the provision of services in the following cases:

      • non-compliance by the Customer with the terms of this Agreement;
      • overdue payment of the invoice specified in Clause 8.7 of this Agreement;
      • repeated non-compliance by the Customer with the instructions of the
        Contractor's specialists regarding the use of services and the Internet;
      • sending via the Internet any information that contradicts the norms of the
        current legislation of Ukraine.

   2. Engage third parties for the provision of services who have the necessary qualifications for the provision of services or part of services.

The Procedure for Placing an Order and Providing Services

1. The customer places an order:

   • on the corresponding page of the Contractor's website https://erp.co.ua/pricing by ordering the Service Package chosen by them by clicking the "Order" button or

   • by e-mail or at the phone number indicated in the "Contact us" section on the official website of the Contractor: https://erp.co.ua/contactus.

2. The deadline for processing the order by the Contractor is up to 3 (three) working days from the moment of its registration by the Customer following the procedure provided in Clause 7.1 of the Agreement. If the order is placed on a weekend or holiday, the order processing period begins on the first working day after the weekend.

3. At the request of the Customer, submitted in any way provided in this Agreement (filling out a form on the Contractor's website, sending a letter to the e-mail address or the Contractor's phone number specified on the Contractor's website), the Contractor issues an offer by sending a letter to the e-mail address of the Customer. The letter contains a PDF version and a unique link to the proposal on the Contractor's website. The Customer confirms the offer by clicking the "Confirm order" button. "Offer" changes its status to "Order" after the payment.

4. Services are provided to the Customer within the terms set by the Service Package chosen by the Customer during the term of this Agreement.

5. The Contractor's obligations to provide services under this Agreement are considered to be fulfilled in full, properly, and on time on the day following the last day of the service provision period. At the Customer's request to the Contractor's e-mail address posted on the Contractor's website, the Act of acceptance and transfer of the provided services can be provided in paper form and posted to the Customer within 5 (five) working days from the date of receipt of the request, but not before full payment by the Customer of the services.
   

Agreement Price and Payment Procedure

1. The price (cost) of services is determined according to the Service Package selected by the Customer.

2. The price of the Service Package is indicated in the "Prices" section on the Contractor's website at the following link: https://erp.co.ua/pricing.

3. The price of the Agreement is the price (cost) of the services established in Clause 8.1 of the Agreement.

4. After the Customer has selected the Service Package and confirmed the order, an invoice for payment of services is sent to the Customer's email address. Subsequent invoices for payment will be generated automatically and sent to the Customer's e-mail. The bill for payment of services is the primary document.

5. Payment for services is carried out under the conditions of 100% advance payment of the cost of the ordered services, which are determined following the procedure established in Clauses 8.1 and 8.2 of the Agreement.

6. Payment for services is carried out by:

   • non-cash payment according to the Contractor's details specified in the invoice sent by the Contractor;

   • using the LiqPay payment system (online payment by VISA/MasterCard).

7. The Customer must pay the invoice within 15 (fifteen) banking days from the moment the invoice is sent to the Customer's email address. If the invoice is not paid within the period specified in this Clause of the Agreement, the Contractor has the right to stop providing services after fifteen days, the countdown of which starts from the day following the last day of the payment period for services.

8. Payment is made for a period calculated in months or years, depending on the selected validity period and/or Service Package.

9. The subscription fee for the usage of services is paid for a period of 1 (one) month/1 (one) year, depending on the selected Service Package.

Responsibilities of the Parties

1. The Parties are responsible for non-fulfillment or improper fulfillment of the terms of this Agreement following the procedure provided by this Agreement and the current legislation of Ukraine.

2. The Parties are not responsible for the violation of their obligations under this Agreement if it occurred through no fault of theirs. The Party is considered innocent if it proves that it has taken all measures dependent on it for the proper fulfillment of the obligation.

3. The Contractor is not responsible for:

   • interruptions in the provision of services if they were caused by the actions of the Customer and/or a third party;

   • the impossibility of using the services properly provided by the Customer, in case of non-compliance of the software code of the web resource with the correct usage of the services;

   • the serviceability of the equipment and software used by the Customer belonging to the Customer;

   • non-compliance of the Customer's software with the conditions specified in Clause 13.1. of this Agreement;

   • lost profit and/or income, as well as indirect losses of the Customer during the period of usage or non-usage (full or partial) of the Contractor's services, including cases when the Customer was informed about the possibility of such losses;

   • the technical condition of the network to which the Customer is connected;

   • problems related to the Customer's usage of unlicensed software and technical support;

   • unqualified actions of the Customer regarding the usage of services;

   • the functionality of the software provided to the Customer if the Customer, intentionally or unintentionally, violated their functionality, deleted or made changes to the system or service files;

   • the functionality and usability of software and hardware developed by a third party.

Dispute Resolution Procedure

1. All disputes arising from this Agreement or related to it shall be resolved through negotiations between the Parties.

2. If the relevant dispute cannot be resolved through negotiations, it is resolved in court following the norms established by the current legislation of Ukraine.
   

Agreement Terms

1. This Agreement enters into force from the moment the Customer pays for the Contractor's services and is valid for the period for which the Customer has paid for the services plus 17 (seventeen) calendar days beyond the period the Customer has paid for the services under the Agreement.

2. The minimum term for concluding the Agreement is 1 (one) month.

3. If the Customer makes payment for the Service Package for the next billing period before the expiration of the Agreement specified in Clause 11.1 of the Agreement, the Agreement is automatically extended under the same conditions specified in this Agreement and accepted by the Customer.

4. The Agreement shall terminate in case of:

   • expiration of the Agreement connected with the fulfillment by the Parties
     of their obligations;

   • Customer's refusal of services. At the same time, payment for services is
     non-refundable;

   • the Contractor's refusal to provide services after the expiration of the
     Agreement;

   • termination of the Agreement by the Contractor in connection with the
     breach by the Customer of its obligations, determined by the terms of this Agreement.

Consent to the Collection and Processing of Personal Data

1. Following the Law of Ukraine "On the Protection of Personal Data" dated June 1, 2010 No. 2297-VI, the Customer gives consent and permission to the collection, processing, registration, accumulation, indefinite storage, adaptation, change, renewal, usage, destruction, depersonalization of personal data from primary sources (including passport data, registration number of the taxpayer's registration card (identification number), information received from the Customer in any way to properly fulfill the requirements of the legislation in force in Ukraine, protect the interests and rights of the Parties, ensuring civil legal relations and relations in the field of accounting and reporting, to provide high- quality services, inform about changes in the cost of services, promotions or special offers. Without obtaining additional written consent, the Customer grants the right to destroy personal data and limit access to them, transfer them to third parties.

2. The Contractor undertakes to process the Customer's personal data in strict compliance with the Law of Ukraine "On the Protection of Personal Data".

3. By entering into this Agreement, the Customer confirms that he, as the subject of personal data, knows and understands the content of the Law of Ukraine "On the Protection of Personal Data".

Other Conditions

1. For the Contractor to provide quality services to the Customer, the Customer's software must meet the following minimum requirements, namely: the system works on the current versions of the following browsers:

   • IE11;

   • Mozilla Firefox;

   • Google Chrome;

   • Safari;

   • Microsoft Edge.

2. System operation on outdated browsers is not guaranteed.

3. The Parties accept the facsimile reproduction of the signatures of the persons authorized to sign this Agreement, Annexes, changes and additions to it, which are indicated below:

   • Sample facsimile reproduction of the signature of the executive director Bohdan Lisnenko:

     

4. The Contractor reserves the right to unilaterally amend this Agreement at any time. When making changes to this Agreement, the Contractor shall post the updated Agreement taking into account the changes made on the Contractor's website at the link https://erp.co.ua/public-offer. In case of a change in the conditions of the offer, the changes shall enter into force from the moment of their introduction (updating the version of the Agreement on the Contractor's website). At the same time, the Contractor guarantees and confirms that the current version of the text of this Agreement posted on the Contractor's website at the link https://erp.co.ua/public-offer, is valid.

5. In all cases not provided for by the terms of this Agreement, the Parties must be guided by the norms of the legislation in force in Ukraine.

6. Upon the Customer's request to the Contractor's e-mail address posted on the Contractor's website, the Contractor can provide them with the Contract in paper form.

Сompany Details of the Contractor

1. LLC "ERP Ukraine"
   Akademika Palladina 25, office 208
   Kyiv, 03142, Ukraine
   UA813052990000026001046219891 in JSC CB "PrivatBank"
   Company registry 44226456
   Is a general income tax payer
   Tax ID 442264526570