AGREEMENT

on custom creation and use of software

Last updated: October 27, 2021

Provider – The individual entrepreneur Petrusenko Oksana Yuriivna, the entry in the Unified State Register of Legal Entities, Individual Entrepreneurs and Community Groups No. 2003660000000004489 – dated February 03, 2021, acting personally, on the basis of full civil law and legal capacity, as the party of the first part and

Customer – LLC in the person of the director, acting on the basis of the Charter, or the individual, as the party of the second part;

Taking into account that:

  • The Provider has developed and owns the exclusive rights to BrandiumPro Platform;
  • The Customer carries out activities in the field of customer service and is interested in using the Platform to attract and increase customer loyalty;

pursuant to Articles 6, 627, 1112 of the Civil Code of Ukraine, having agreed on all the essential terms of the Agreement, concluded this Agreement on the following:

1. DEFINITION OF TERMS

1.1 Terms, definitions, and abbreviations used in the text of this Agreement are used in the meanings given below:

BrandiumPro Platform (also known as the Platform) is a client-server information system based on the software in the server software and client software for iOS and Android mobile operating systems and/or a web client, designed to organize the interaction of institutions in the field customer service through the mobile application interface; The technical specification and functional purpose of the Platform are described in Annex A to this Agreement;

Platform Software (Software) is a server and/or client software that ensures the operation of the Platform;

Client Software (or – Client) of the Platform – Mobile application of the Platform and/or Web Client of the Platform;

Platform Server Software (Server Software) is the Platform software installed on the Provider’s server (unless otherwise provided by the Agreement) and provides processing of data received from the client software and implementation of computational operations necessary for the operation of the Platform;

Platform mobile application is the Platform software designed for download and installation on the end equipment of the consumer;

Platform Web Client is the Platform software in the form of the website, available through the Web interface;

Administrator console is the set of client software functions that gives the Customer access to the software settings of the Platform;

Use of the Platform (use of the Platform) is the access by the Customer to the functions of the Platform through the client software of the Platform and the administrator’s console and use of such functions;

Customer’s personnel is the employees or other persons acting on behalf or in the interests of the Customer;

Publication of the Platform Software is the publication of the Mobile Applications of the Platform on the Apple App Store (for iOS Client) and Google Play Market (for Android Client), as well as publication of Web Client of the Platform in open access on the Internet;

Consumer or End User is the individual who has downloaded and installed the Client Software on his mobile device or uses the Web Client;

Software development (software) – is the creation on the basis of the existing software of the Platform of the versions of the client software adapted to requirements of the Customer. For the purposes of this Agreement, “adapted version of the Software” means the version of the Software that is: (i) customized in accordance with the requirements of the Customer; (ii) the UI design of which is branded and designed in accordance with the requirements of the Customer; (iii) is published on the Internet under the commercial name of the Customer;

Test operation is the test period of operation of the Platform during which the Customer evaluates the functionality of the Platform and decides on its use in its business activities;

Technical support of the Platform is the set of organizational and technical measures aimed at ensuring the proper functioning of the Platform and advising the Customer’s personnel;

Terms of reference is the set of requirements of the Customer to the software created under this Agreement, which is issued in the form of one or more documents (including electronic);

UI design is the graphical user interface of the client software of the Platform;

1.2 Other terms and definitions are used in the meanings that are generally accepted in business, in the field of information technology.

2. SUBJECT OF THE AGREEMENT

2.1 Under the terms of this Agreement, the Provider, based on Brandium Pro Platform Software:

  • creates the customized version of Brandium Pro Platform mobile application for iOS operating system;
  • creates the customized version of the mobile application of Brandium Pro Platform for the Android operating system;
  • creates the customized version of Brandium Pro Platform Web Client;
  • provides publication of the mobile version of the client software of the Platform on Apple App Store (for iOS Client) and Google Play Market (for Android Client);
  • provides publication of the Platform’s Web Client on the Internet;
  • provides connection of the Client Software to the server software of the Platform;
  • transfers the software of the Platform for use by the Customer by providing the Customer with access to the functions of such software;
  • provides the operation and technical support of the Platform under the conditions specified in Annex A to this Agreement.

2.2 Under the conditions specified in this Agreement, the Provider grants the Customer the non-exclusive, revocable, paid, term permission to use the software of the Platform specified in paragraph 2.1. to the Agreement. The status of the Customer under this Agreement is not exclusive. The provider reserves the right to enter into similar agreements with third parties at its discretion.

2.3 The use of the Platform software is carried out by the Customer according to the PaaS (Platform as a Service) model.

2.4 For the creation and use of the Platform, the Customer pays the Provider the remuneration, the amount, and procedure for payment of which is determined by this Agreement.

2.5 The Parties have agreed that within 14 calendar days from the publication of the Platform’s Client Software on the Internet (for the Web Client) / on the Apple App Store (for iOS Client) / Google Play Market (for Android Client), the Customer shall test the Platform.

3. PROCEDURE FOR CREATING AND TRANSFERRING USING THE CUSTOMER SOFTWARE OF THE PLATFORM 

3.1 Technical tasks of the Customer. 

3.1.1 Within 5 days from the moment of signing this Agreement, the Customer approves and sends to the Provider the Terms of Reference for the creation of the client software of the Platform.

3.1.2 The terms of reference are drawn up in the form of one or more electronic documents (including e-mails) and must contain the Customer’s requirements for the structure of sections that are displayed in the software user interface, the requirements for the visual design of the graphical interface. The technical tasks may not contain requirements for making changes to the software source code, Platform architecture, etc.

3.1.3 The Customer’s technical tasks for the creation of mobile applications must take into account the requirements of the rules for iOS and Android developers, published on the official websites of Apple and Google, respectively (hereinafter referred to as the rules). In case of non-compliance with the technical task requirements with the requirements of these rules, the Provider is guided by the relevant rules of Apple or Google.

3.1.4 In case the Customer sends additional technical requirements to the created software after the expiration of the term specified in this paragraph, the terms of fulfillment by the Provider of its obligations to create software are extended for the period required by the Provider to implement such requirements, but not more than 10 working days for each additional requirement.

3.2 Creation and transfer of the Web Client Platform.

3.2.1 The web client of the Platform for the Customer is created on the basis of the ready “white label” solution of the Provider and in accordance with the technical task of the Customer.

3.2.2 The structure of the Web Client sections, as well as the UI design of the Web Client are configured by the Provider in accordance with the Terms of Reference of the Customer;

3.2.3 The Provider creates a version of BrandiumPro Platform Web Client adapted to the Customer’s requirements within 14 days of receiving the relevant technical tasks.

3.2.4 The Web Client of the Platform is transferred to the Customer by deploying and publishing the Web Client on the Internet and sending the Customer the administrator’s Console of login and password to the Customer’s e-mail specified in this Agreement.

3.2.5 The date of transfer of the Web Client to the Customer is considered to be the date of its publication in accordance with clause 3.2.4 of the Agreement.

3.2.6 The Parties shall draw up and sign the Act on the creation and transfer of the Web Client for use to the Customer.

3.3 Creation and transfer of the mobile application Platform for Android.

3.3.1 The Provider creates the adapted to the Customer’s requirements version of the mobile application of Brandium Pro Platform for Android operating system based on the ready-made “white label” solution of the Provider and in accordance with the Customer’s technical tasks.

3.3.2 The Provider creates the customized version of the mobile application of Brandium Pro Platform for the Android operating system within 30 days from the date of receipt of the relevant technical tasks.

3.3.3 Adaptation of the mobile application to the requirements of the Customer is carried out by adjusting the structure of the user menu, layout of the UI design in accordance with the requirements of the Customer.

3.3.4 After completing the adaptation of the mobile application, the Provider publishes the mobile application on Google Play Market.

3.3.5 After publishing the mobile application on Google Play Market, the Provider sends to the Customer’s e-mail the login and password of the Admin Console (unless they are similar for the web client).

3.3.6 The date of transfer of the Mobile Application to the Customer is considered to be the date of its publication on Google Play Market.

3.3.7 The Parties shall draw up and sign the Act on the creation and transfer of the Mobile Application for use to the Customer.

3.4 Creation and transfer of the mobile application Platform for iOS. 

3.4.1 The Provider creates the adapted to the Customer’s requirements version of the mobile application of Brandium Pro Platform for the iOS operating system based on the ready-made “white label” solution of the Provider and in accordance with the Customer’s technical tasks.

3.4.2 The Provider creates the customized version of the mobile application of Brandium Pro Platform for the iOS operating system within 30 days from the date of receipt of the relevant technical tasks.

3.4.3 Adaptation of the mobile application to the requirements of the Customer is carried out by adjusting the structure of the user menu, layout of the UI design in accordance with the requirements of the Customer.

3.4.4 After completing the adaptation of the mobile application, the Provider publishes the mobile application on Apple App Store.

3.4.5 After publishing the mobile application on Google Play Market, the Provider sends to the Customer’s e-mail the login and password of the Admin Console (unless they are similar for the web client).

3.4.6 The date of transfer of the Mobile Application to the Customer is considered to be the date of its publication on Apple App Store.

3.4.7 The Parties shall draw up and sign the Act on the creation and transfer of the Mobile Application for use to the Customer.

3.5. In case of delay by the Customer of the terms specified in clauses 3.1 of the Agreement, the terms of fulfillment of the Provider’s obligations provided for in this section shall be changed accordingly.

3.6. The Customer is aware and agrees that the timing of the publication of the mobile application on Google Play Market and Apple App Store does not depend on the Provider, and the Provider is not responsible for any delays in publishing the Application on Google Play Market and/or Apple App Store.

4. CUSTOMER’S RIGHTS WHEN USING THE PLATFORM SOFTWARE

4.1 Customer’s rights to use the client software of the Platform.

4.1.1 The Customer has the right to reproduce the client software of the Platform by installing it on mobile devices owned or legally used by the Customer;

4.1.2 The Customer has the right to configure the Platform software through the Admin Console within the functions available through such console;

4.1.3 The Customer has the right to fill the client software with content;

4.1.4 The Customer has the right to use the Platform software for its direct functional purpose;

4.1.5 The Customer has the right to use the services that are available through the Platform.

4.2 Customer’s rights to use the Server Software of the Platform.

4.2.1 Customer has the right to use the Platform Server Software by accessing its functions and information processed on the server through the Admin Console.

4.2.2 The Customer has the right to configure the Server Software of the Platform for the needs of interaction with Consumers, within the functions and settings available through the Admin Console;

4.3 Other rights of the Customer:

4.3.1 The Customer has the right to advertise the Platform, distribute information about the Platform among its consumers, place links to download Mobile applications from the official pages of Apple App Store (for iOS Client) and Google Play Market (for Android Client).

4.4 The Customer has no right to:
4.4.1 distribute the Platform’s software on its own behalf under its own commercial name or trademark;

4.4.2 perform actions aimed at decompilation, deobfuscation, reverse engineering, research, and modification of the source or object code of the Platform Software and any components of the Platform Software;

4.4.3 use any hardware or software designed or adapted to interfere with the work of the Platform Software;

4.4.4 make any changes to the configuration of the Platform software, except for those available in the standard settings of the Admin Console;

4.4.5 to fill the software of the Platform with content that contradicts the law, ethics, and public morals;

4.4.6 use the Platform to offer and sell to consumers goods and services, the circulation or provision of which on the territory of Ukraine is prohibited by law or requires special permits and licenses;

4.4.7 to create similar in functional purpose the Software or to set before the third parties the task for its creation, to conclude the corresponding agreements;

4.4.8 to provide third parties (except for the Customer’s staff who administer the Platform for the Customer) access to the Administrator Console;

4.4.9 to transfer to third parties (except for the Customer’s personnel who administer the Platform for the Customer) the credentials (login and password) of the Administrator Console;

4.4.10 to transfer the rights to the Platform Software to third parties, grant licenses to third parties to use the Platform Software, enter into any agreements the subject of which is the Platform or the rights to it.

5. ENSURING THE FUNCTIONING OF THE PLATFORM. CUSTOMER TECHNICAL SUPPORT

5.1 The Provider ensures uninterrupted (subject to the provisions of Section 8 and Annex B to the Agreement) operation of the Server Software of the Platform and its interaction with the Client Software installed on the end devices of the Customer’s Consumers.
5.2 The Provider shall ensure uninterrupted (subject to the provisions of Section 8 and Annex B to the Agreement) access of the Customer to the functions of the Platform and the operation of the Platform in accordance with the technical specification (Annex A).
5.3 The Provider provides technical support for the Platform software and consulting support to the Customer’s personnel throughout the term of the Agreement in the manner specified in Annex B to the Agreement.

5.4 Data processing on the Platform.
5.4.1 All information uploaded by the Customer and the Customer’s Consumers to the Platform is stored and processed on the servers of the hosting company Digital Ocean Inc. and its partners that are physically located in the US and leased by Provider.

5.4.2 The Provider has the right to change the place of data storage and hosting services at its own discretion and without prior notice to the Customer.

5.5 The Provider shall protect the information processed by the Platform in accordance with the standards described in Annex B.

5.6 Platform Software update.
5.6.1 The Customer acknowledges and agrees that the Provider has the right, in its sole discretion, to release software updates to the Platform.
5.6.2 Installation of updates is mandatory for the Customer within 24 hours from the date of their release by the Provider. The Provider is not responsible for the correct operation of the Platform in the event that the Customer does not install the updated software of the Platform in a timely manner.

6. REMUNERATION OF THE PROVIDER. SETTLEMENT PROCEDURE
6.1 For the creation and use of the Platform, the Customer pays the Provider the remuneration, as provided in this section.

6.2 During the period of test operation, the Customer does not pay the remuneration for using the Platform.

6.3 Upon completion of the Test Operation and during the term of the Agreement, the Customer shall pay the Provider a monthly remuneration of 4% of the sales volume (in USD or EUR) made through the Platform during the relevant settlement period or the fixed price agreed before.

6.4 For the purposes of this Agreement, the goods and/or services of the Customer are considered to be sold through the Platform if the consumer has ordered and paid for such goods/services through the Platform.

6.5 The parties agreed that the settlement period for the purposes of remuneration is the calendar month.

6.6 Calculation of the amount of remuneration.

6.6.1 The calculation of the remuneration payable to the Provider based on the results of the settlement period is performed according to the formula:

Remuneration amount = OP x 4/100%

where OP is the volume of sales of goods and services sold by the Customer to consumers through the Platform;

6.6.2 The parties agreed that for the purposes of calculating the remuneration, sales are determined on the basis of data generated by the Platform. No fee is calculated for orders that are in the “Canceled” status.

6.7 The procedure for payment of remuneration.

6.7.1 Based on the results of each settlement period, the Provider, by the 10th day of the month following the settlement, calculates the amount of remuneration and issues the invoice to the Customer for payment.

6.7.2 The provider is obliged to pay the invoices within 3 working days from the date of receipt of the invoice. The day of receipt of the invoice by the Customer is the day of its sending to the e-mail of the Customer specified in this Agreement.

6.7.3 The remuneration is paid in non-cash form, to the provider’s bank account indicated in the payment account.

6.7.4 The date of payment of the remuneration for the settlement period is the date of crediting 100% of the amount payable to the bank account of the Provider.

6.8 Reconciliation of mutual settlements.
6.8.1 The Provider has the right to use the tools built into the Platform to record the number and amounts of orders placed by the Consumers through the Platform to determine the volume of sales of the Customer through the Platform.

6.8.2 The Parties may periodically reconcile mutual settlements and draw up and sign the act of reconciliation of mutual settlements.

6.8.3 The party initiating the reconciliation shall draw up, sign, and send to the other party the draft Act of reconciliation of settlements. In the absence of discrepancies and comments on the draft reconciliation act, the other party signs it and returns one copy of the act to the initiator of the reconciliation.

6.8.4 Referral acts are sent in one of the ways specified in clause 12.5 of the Agreement.

6.8.5 If the Party who received the draft act of reconciliation did not return it with his signature or did not send the reasoned refusal to sign the act, the act is considered approved by such a party.

6.9 At the request of the parties or to comply with the law, based on the results of the settlement period, the parties may draw up the Acceptance and Transfer Certificate of services provided. The Acceptance and Transfer Certificate of the provided services is made for the purpose of reflection of economic operations concerning rendering of Services in accounting and tax accounting.

7. EXCLUSIVE PROPERTY RIGHTS TO THE PLATFORM AND RELATED INTELLECTUAL PROPERTY

7.1 Exclusive intellectual property rights to the Platform, the Platform Software, as well as all related intellectual property objects (software source code, software object code, design of the graphical user interface of the client software, principles and algorithms of software implementation embodied in the software, know-how and trade secrets, etc.), belong to the Provider and not transferred to the Customer.

7.2 The trade names Brandium and Brandium Pro belong to the Provider. The use of the indicated trade names by the Customer without the prior written permission of the Provider is prohibited.

7.3 The domain name of the website and the rights to it belong to the Provider.

7.4 The Provider has the right to alienate its rights to the Platform. In this case, the obligations of the Provider under this Agreement are automatically transferred to the person who acquired the rights to the Platform.

8. LIMITATION OF WARRANTIES AND LIABILITY OF THE PROVIDER TO THE CUSTOMER. 

8.1 The Provider does not guarantee that the Customer will receive any benefits, additional profits, or commercial success from the Customer’s use of the Platform.

8.2 The Customer uses the Platform at his own risk. The Provider is not liable to the Customer for any costs and losses of the Customer related to the implementation and Use of the Platform.

8.3 The Customer confirms that he has read the Technical Specification and the description of the Platform’s functionalities (Appendix A). The Customer confirms that he has been provided with complete and comprehensive information about the Platform, the Platform’s software, its functions, and capabilities. The Customer confirms that the conclusion of this Agreement has been made taking into account the full acquaintance with the capabilities and purpose of the Platform and the Customer is interested in using the Platform.

8.4 The Provider is not responsible for the incorrect operation of the Platform, which occurred as a result of:

  • the Customer or Consumers do not have access to the Internet or the Customer’s / Consumers use the unstable Internet connection or the Internet connection that provides data rates below 3 megabits per second;
  • interference of the Customer, the Customer’s personnel, or third parties in the work of the Platform by performing the actions provided for in sub-clauses 4.4.2 – 4.4.4 of clause 4.4 of the Agreement;
  • loss by the Customer of access to the Platform due to loss of login and password to the administrator’s console or due to transfer of login and password to third parties;
  • use by the Customer of faulty equipment (personal computers, tablet computers, smartphones, etc.);
  • use by the Customer of third-party software, the operation of which blocks or interferes with the operation of the Platform Software;
  • interruptions in the operation of server equipment on the side of the hosting service provider for the Platform;
  • introduction by the Customer of incorrect settings of the Platform;
  • interruptions in the work of third-party services with which the Platform interacts (payment systems, etc.);
  • the impact of force majeure circumstances;

8.5 Force Majeure Circumstances.

8.5.1 The Parties to the Agreement shall not be liable for breach of obligations under this Agreement if such breach occurred as a result of force majeure.

8.5.2 Force majeure circumstances include extraordinary and unavoidable circumstances that objectively make it impossible to fulfill the obligations under the terms of the agreement (contract, deed, etc.), obligations under legislation and other regulations, namely: the threat of war, armed conflict or serious threat of such conflict, including but not limited to hostile attacks, blockades, military embargoes, actions of foreign enemies, general military mobilization, military actions, declared and undeclared war, actions of public enemy, riots, acts of terrorism, sabotage, disorder, invasion, blockade, revolution, revolt, uprising, mass riots, curfew, expropriation, forcible seizure, seizure of enterprises, requisition, public demonstration, blockade, strike, accident, illegal actions of third parties, fire, explosion, regulated by the terms of relevant decisions and acts of public authorities, embargoes, bans (restrictions) on exports / imports, etc., as well as caused by exceptional weather conditions and natural disasters, namely: epidemic, severe storm, cyclone, hurricane, tornado, storm, flood, accumulation of snow, ice, hail, frost, earthquake, lightning, fire, drought, subsidence and landslides, other natural disasters, etc.

8.5.3 The party who has been exposed to force majeure circumstances that prevent or make it impossible the proper performance of contractual obligations must notify the other party within 5 days from the onset of force majeure circumstances.

8.5.4 If the force majeure circumstances last for more than 2 (two) months, the Parties have the right to terminate the Agreement by concluding the additional agreement.

8.5.5 Confirmation of the fact of force majeure for the party is the relevant document issued by the Chamber of Commerce and Industry of Ukraine.

9. THIRD PARTY LIABILITY

9.1 The Customer is solely responsible for the sale of goods and/or provision of services by the Customer through the Platform.

9.2. The Provider shall not be liable to the Customer’s Consumers for any violations by the Customer of the legislation on consumer protection and other legislation during the offer and/or sale of the Customer’s goods and services to the Consumers.

9.3. The Provider is not responsible for the content, accuracy, and reliability of information and other content that the Customer places and makes available to Consumers through the Platform.

9.4. When concluding the electronic transaction between the Customer and the Consumer through the Platform, the Provider is not the party to such a transaction and has the status of the intermediary service provider within the meaning of the Law of Ukraine “On Electronic Commerce”.

10. RESPONSIBILITY OF THE PARTIES AND DISPUTE RESOLUTION PROCEDURE

10.1 For non-performance or improper performance of obligations under this Agreement, the parties shall be liable under this section.

10.2 For violation of the prohibitions set out in paragraph 4.4. Under the Agreement, the Customer is obliged to pay the Provider a fine of 5000 EUR for each violation, as well as to reimburse the Provider for all losses incurred by the Provider as a result of the violation committed by the Customer.

10.3 In the event that the final Consumer refuses the goods or services ordered online through the platform, the Customer shall notify the Provider or change the order to the status “Canceled”. The provider has the right to check the fact of the cancellation of the order. If during the inspection, the Provider reveals the fact of false refusal of the order, and the Consumer received the goods or services, the penalty of 200 EUR is set for the Customer.

10.4 Payment of penalties provided for in this Agreement shall not release the Parties from fulfilling their obligations under the Agreement.

10.5 In case the Customer violates the deadline for payment of remuneration for the settlement period for more than 3 days, the Provider has the right to suspend the Customer’s access to the Platform Software, as well as technical support of the Platform from 00.01 on the fourth day or later. In the case provided for in this paragraph, the Provider shall not be liable to the Customer for any damages incurred by the Customer in connection with the suspension of access to the Platform and its technical support.

10.6 Dispute Resolution.
10.6.1 The Parties agree that all disputes arising in connection with the conclusion, interpretation, and implementation of this Agreement shall be resolved by negotiation.
10.6.2 If it is impossible to resolve disputes through negotiations, they are resolved by the competent court of Ukraine in accordance with the rules of the substantive and procedural law of Ukraine.

11. TERM OF THE AGREEMENT

11.1 This Agreement shall enter into force upon signature by the parties and shall remain in force until the date specified by the Parties.

11.2 This Agreement may be terminated early with the consent of the parties, which is formalized by the additional agreement to the Agreement.

11.3 The Provider has the right to terminate this Agreement unilaterally and without prior notice, in the following cases:

11.3.1 violation by the Customer of the restrictions established by clause 4.4. to the Agreement;

11.3.2 violation by the Customer of the term of payment of remuneration based on the results of any settlement period for more than 10 (ten) days;

11.4 The Provider shall notify the Customer of the termination of the Agreement on the grounds specified in clause 11.3 no later than 3 (three) days from the date of termination of the Agreement.

11.5 The Provider has the right to terminate this Agreement unilaterally in connection with the termination of support for the Platform or in connection with the termination of business activities. The Provider is obliged to notify the Customer of such termination not less than 60 days before the date of termination of the Agreement. The Agreement is considered terminated from the date specified in the Provider’s notice, but not earlier than after the expiration of 60 days from the date of receipt by the Customer of the notice of termination.

11.6 The Customer has the right to initiate early termination of the Agreement by sending the notice to the Provider no later than 30 days before the desired date of termination of the Agreement. The Agreement is considered terminated from the date specified in the Customer’s notice, but not earlier than after the expiration of 30 days from the date of receipt by the Provider of the notice of termination.

11.7 The Provider terminates the access of the Customer and its Consumers to the Platform from the date of termination of the Agreement.

11.8 Termination of the Agreement does not release the party from the obligation to fulfill the obligation that arose during the validity of the Agreement and was not properly performed.

12. FINAL PROVISIONS

12.1 All legal relations arising from or related to this Agreement, in particular related to the validity, conclusion, interpretation, performance, amendment, and termination of this Agreement, interpretation of its terms, determination of the consequences of invalidity or breach of the Agreement, are governed by this Agreement, Annexes and additional agreements to it and the relevant provisions of the current legislation of Ukraine.

12.2 By signing this Agreement, the Parties confirm their agreement on all material terms of the Agreement. Any changes and additions to this Agreement and/or its annexes shall have legal force and become an integral part of the Agreement only if they are set out in writing and signed by the Parties.

12.3 The provisions of this Agreement are autonomous, which means that in case of invalidation of the particular provision of the Agreement or invalidity of the separate provision of the Agreement for reasons other than invalidation, the remaining provisions remain valid and binding on the Parties.

12.4 The Provider enters into this Agreement as the independent business entity. Nothing in this Agreement shall be construed to create the employment relationship, the joint venture relationship, the simple partnership, or any corporate entity between the parties.

12.5 The exchange of any information and documents related to the implementation of this Agreement (acts, accounts, additional agreements, etc.) shall be carried out by the Parties in any of the following ways:

12.5.1 by sending them to the Contractor by e-mail to the e-mail address of the Contractor specified in this Agreement.

12.5.2 by means of the electronic document management system (EMS) the use of which is agreed by the parties in writing.

12.5.3 by exchanging copies of the document on paper by mail, courier, or personal delivery to the authorized representative of the party.

12.6 Identification of the parties when using electronic means of communication.

12.6.1 Identification of the parties when exchanging documents through EMS is carried out with the use of qualified electronic digital signatures issued by the Law of Ukraine “On electronic trust services” No. 2155-VIII dated October 05, 2017.

12.6.2 The Parties agree that the e-mail addresses specified by the parties in this Agreement are the appropriate identifiers of the relevant party when sending documents and information by e-mail. Documents and information sent from the specified party e-mail address are considered to be sent by the relevant party and are the basis for such party to have legal rights and obligations.

12.6.3 Signing of documents drawn up in compliance with the terms of this Agreement (including, but not limited to, annexes, additional agreements, orders, acts, etc.) may be carried out using the qualified electronic signature.

12.7 Annexes to the Agreement, which are referred to in the text of this Agreement, as well as annexes that are defined as an integral part of the Agreement in additional agreements signed by the Parties, are an integral part of the Agreement.

12.8. The provisions of Chapter 61 of the Civil Code of Ukraine do not apply to this agreement.

 

DETAILS AND SIGNATURES OF THE PARTIES

PROVIDER:

CUSTOMER:

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