on the Provision of Information Services
LIMITED LIABILITY COMPANY "UKLON", hereinafter referred to as the "PARTY 1 ", that shall be duly incorporated in accordance with the legislation of Ukraine, represented by Director, Ostapiuk Maksym Olegovych, acting on the basis of the Charter, guided by Article 633 of the Civil Code of Ukraine, on the one hand, and
any individual or legal entity, hereinafter referred to as the "PARTY 2", accepting the present Agreement on Information Services provision (hereinafter referred to as the "Agreement"), on the other hand, jointly referred to as the "PARTIES", have entered into this Agreement, as follows:
1. This information shall be considered binding offer (Public Offer) to any person to enter into the Agreement on the Provision of Information Services . The specified Agreement shall be public.
2. The Agreement establishes general terms and procedure according to which the PARTY 2 shall receive Information Services, namely: access of the PARTY 2 to the information about Orders on passenger transportation kept on the electronic resource of the PARTY 1.
3. The terms of the Agreement shall be accepted by the PARTY 2 to the full extent without any limitations, warnings and exceptions as at the date of its acceptance. Introduction of amendments to this Agreement shall not imply cancellation or refusal of the PARTIES from using the Services provided by the PARTY 1.
4. By signing this Agreement, the PARTY 2 confirms that it has utterly and fully familiarized and agrees with its terms.
1. TERMS AND DEFINITIONS
1.1. The Services means information services for provision of the access to the data about orders on passenger transportation kept on the electronic resource of the PARTY 1.
1.2. The Customer means any person who has ordered the Services for passenger transportation via the Internet on the Web-site of the PARTY 1 or via a Mobile App.
1.3. The Order means an order on provision of the Services on transportations of the Customers of the PARTY 1 and if necessary their baggage, structuring according to the required issues: itinerary, pick-up time, cost of the transportation, etc.
1.4. The Reporting period means the period from the first day of the calendar month or the date of signing the Agreement to the last date of the calendar month.
1.5. The Automated service information system means interconnected accumulation of the data, equipment, software means, staff, standard procedures envisaged for collection, processing, distribution, storage, provision of information about the Orders on the Services for passenger transportation, which the PARTY 1 receives from the Customers, and calculation of the cost for such Services.
1.6. The PARTY 1 means a legal entity under the legislation of Ukraine – UKLON, LLC, which shall provide Services and all required calculations in accordance with this Agreement.
1.7. The PARTY 2 means an individual or legal entity, which uses the Information Services of the PARTY 1 with the help of the Web-site or the Mobile App. The PARTY 2 shall bear all the risks related to the usage of the received Information Services by a person not being authorized to such receipt.
1.8. The Public Offer means the Offer of the PARTY 1 (kept on the Web-site of the PARTY 1 and Mobile App) addressed to general public of individuals and legal entities to enter into the Agreement under the certain terms.
1.10. Mobile App - means a copy of a Software in the form of a mobile application for mobile devices iOS, Android, called "Uklon Driver", which is provided by the PARTY 1 to the PARTY 2 for the temporary use (during the validity of this Agreement) for functional use by the end user as a tool for providing Servicies to the PARTY 2.
1.11. Accept - means complete, unconditional and absolute acceptance of the terms of the Public Offer by the PARTY 2. The PARTY 2 carries out the acceptance by payment of the amount for the Services.
2. SUBJECT OF AGREEMENT
2.1. Pursuant to the Agreement, the PARTY 1 shall place the information about the Orders on passenger transportation on its electronic resources and provide the PARTY 2 with the access to the information on passenger transportation kept on the electronic resource of the PARTY 1, and the PARTY 2 shall, at its own discretion, decide whether to accept or not to accept the information of the PARTY 1 on passenger transportation. In the event that the PARTY 2 accepted the Order, it shall pay a certain service fee to the PARTY 1 as according to this Agreement.
2.2. The information provided by the PARTY 1 relating to provision of the passenger transportation Services by cars, may include the following:
- Data on availability of the Orders for passenger transportation by car;
- Address of the points of departure and destination of the passenger transportation;
- Time of the order, type of the car;
- Order price, etc.
2.3. Services under this Agreement shall not be considered as the telecommunication services. In order to transmit data and information under this Agreement, the Parties shall involve at their own expense the third parties providing such telecommunication services.
2.4. The fact of payment of the fee for the Services shall be considered as the full and unconditional acceptance of this Public Offer in accordance with Article 642 of the Civil Code of Ukraine.
2.5. The date of acceptance of this Public Offer according to the provision 2.4. of this Agreement shall be the date of signing of this Agreement. The Agreement concluded by acceptance of the Public Offer shall have legal force in accordance with Article 642 of the Civil Code of Ukraine and shall have the same force as the Agreement, signed by the PARTIES.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1. Obligations of the PARTY 2:
- To perform all received Orders;
- To use the Services of the PARTY 1;
- To carry out technical maintenance of the vehicle;
- To fulfil the terms and conditions of this Agreement properly;
- To comply the rules for passenger transportation according to the legislation of Ukraine;
- To prepare all necessary permits, established by the legislation of Ukraine on provision of the services for passenger domestic transportation by cars;
- Not to transfer any right or possibility of access to the information provided to third parties;
- Timely and fully pay for the Information Services of the PARTY 1;
- To provide the PARTY 1 with all necessary information, relating to performance of the terms of Agreement;
- In case of refusal from fulfillment of the received Order without good reason, the PARTY 2 undertakes to promptly notify the PARTY 1, otherwise the Agreement terminates unilaterally.
3.2. Rights of the PARTY 2:
3.2.1. to use the information provided by the PARTY 1;
3.2.2. to receive from the PARTY 1 all necessary explanations relating to fulfillment of its obligations under this Agreement.
3.3. Obligations of the PARTY 1:
3.3.1. to provide the PARTY 2 with appropriate technical opportunities for access to the electronic resources with help of the electronic device (mobile phone, tablet, computer) in order to obtain information and register personal account on the electronic resource.
3.3.2. to demand from the PARTY 2 to provide appropriate level of passenger services.
3.4. Rights of the PARTY 1:
3.4.1. to verify compliance with the terms of this Agreement by the PARTY 2;
3.4.2. in case of non-fulfillment or improper fulfillment of the terms of the present Agreement by the PARTY 2, to demand elimination of such violations.
3.4.3. At the PARTY’s 2 request to connect the GPS setting for accepting orders; if there are more than 10% of orders canceled by the PARTY 2, temporary disconnect the GPS setting without notifying the PARTY 2.
3.4.4. to refuse PARTY 2 to conclude this Agreement or to terminate unilaterally without any notification in case of non-compliance or violation of the Requirements and / or Terms And Conditions by PARTY 2, published on the Web-site of the PARTY 1.
3.5. Insurance. The PARTY 2 gives its full, unconditional and irrevocable consent for insurance of its life during transportation of passengers. The insurance is conducted at PARTY’s1 own expense, the PARTY 2 shall not be obliged to pay any insurance payments. The choice of the insurance company and the terms of insurance are determined at PARTY’s 1 discretion, whereon the PARTY 2 gives its unconditional consent.
4. SERVICE FEE AND PAYMENT PROCEDURE
4.1. The service fee for the provision of information, specified in provision 2.2. of this Agreement shall be equal to 12% of the price of the Orders for the passenger transportation on the basis of the information which provides the PARTY 1.
4.2. The PARTY 2 carries out the payment for the Services of the PARTY 1 through the payment terminals or cashless payment on bank account.
4.3. The PARTY 1 may change the above-mentioned service fee temporarily or permanently depending from the region and due to other factors at the discretion of the PARTY 1 by notification to the PARTY 2 in order stipulated by provision 5.2 of this Agreement.
5. VALIDITY PERIOD OF THE AGREEMENT AND ITS TERMINATION PROCEDURE
5.1. This Agreement has been signed for an indefinite period. Both of the parties may terminate the Agreement unilaterally, by mutual consent or by a court decision in case of significant repeated violations of the obligations by one of the Parties.
5.2. The PARTY 1 has a right to amend or update the conditions of this Agreement unilaterally at any time. All alterations to this Agreement, new redaction of the Agreement shall enter into force on the date of their publication on the Web-site of the PARTY and Mobile Apps.
6. LIABILITY OF THE PARTIES
6.1. The PARTIES shall be liable for non-fulfillment or improper fulfillment of the obligations, provisions or terms of this Agreement in accordance with the current legislation of Ukraine, unless otherwise provided by this Agreement.
6.2. In the event if PARTY 2 violates its obligation to carry out any payment in accordance with this Agreement, the PARTY 1 has a right to demand from the PARTY 2, and the latter undertakes to pay in favour of the PARTY 1 the penalty at a double discount rate of the National Bank of Ukraine from overdue amount for each day of delay, within ten (10) calendar days upon the date of receipt of the notification of the PARTY 1.
6.3. In the event that the PARTY 2 violates its payment obligations in accordance with this Agreement, the PARTY 1 has a right to terminate the Services provision under this Agreement without any notification.
6.4. Termination of the Services provision by the PARTY 1 on the grounds, specified in provision 6.3. of the Agreement, shall not release the PARTY 2 from fulfillment of its obligation to pay the PARTY 1 the amount due for the received Services, and penalty sanction, as well.
6.5. In case of termination of the Services provision in accordance with provisions 6.3., 6.4. of this Agreement, in order to renew the services provision, the PARTY 2 shall pay service fee and penalty to the PARTY 1 to the full extent. In the case of refusal of the PARTY 2 to renew the Services provision within 5 (five) calendar days upon the date of termination of the Services provision, the PARTY 1 has a right to terminate the present Agreement unilaterally.
6.6. In case of cancellation of the accepted Orders by the PARTY 2 (city of Kiev), the PARTY 1 shall be entitled to apply the following enforcement actions: the first cancellation - a warning, the second cancellation - a fine in the amount of UAH 50, the third cancellation and more - a fine in the amount of UAH 100, order cancelation to the airport Boryspil and/or back direction - a fine in the amount of UAH 300 for each case of cancellation. In case of cancellation of the accepted Orders by the PARTY 2 (other Ukrainian cities), the PARTY 1 shall be entitled to apply the following enforcement actions: the first cancellation - a warning, the second cancellation - a fine in the amount of UAH 30, the third cancellation and more - a fine in the amount of UAH 60 for each case of cancellation.
6.7. In case of unreasonable and/or false calling «Baykal» by the PARTY 2 (city of Kiev), the PARTY 1 shall be entitled to apply the following enforcement actions: the first call- a warning, the second call- a fine in the amount of UAH 50, the third call and more - a fine in the amount of UAH 100 for each case. In case of unreasonable and/or false calling «Baykal» by the PARTY 2 (other Ukrainian cities), the PARTY 1 shall be entitled to apply the following enforcement actions: the first call- a warning, the second call- a fine in the amount of UAH 30, the third call and more - a fine in the amount of UAH 60 for each case.
6.8. If the PARTY 2 increases the Order price, PARTY 1 shall be entitled to recover from the PARTY 2 penalty in excess of the Order price.
6.9. The PARTIES shall receive and consider all complaints and claims arising in relation to the services on transportation on a by-order basis, provided by the PARTY 2 with help of service (information) support of the PARTY 1. In case of establishment of the guilt of the PARTY 2 in relation to the quality of the transportation services provision on a by-order basis after consideration of the complaints and claims of the Customers, the PARTY 2 shall be solely responsible for the violation of the quality of the transportation services provision on a by-order basis, which arose due to its fault.
7. FORCE MAJEURE
7.1. Neither party shall be liable for non-fulfillment or improper fulfillment of its obligations if such non-fulfillment or improper fulfillment shall be a consequence of force majeure.
7.2. The force majeure shall include but not limiting to: (1) fire, flood, earthquake, explosion, storm, landslide, epidemics and other natural phenomena and natural disasters; (2) also acts of war, strikes, failures in the payment systems, adoption by a public authority or local self-government authority of the decision, which impeded proper fulfillment of this Agreement, etc.
8. PERSONAL DATA
8.1. PARTY 2 – individual, accepting the terms of this Agreement, in accordance with the Law of Ukraine "On Personal Data Protection" of June 1, 10 No. 2297-VI (hereinafter referred to as "Law") agrees that PARTY 1 will process personal data of PARTY 2 and confirms that such consent is ensured in accordance with own will and in own interests. The agreement applies to the following information: name, surname, email address, phone number, and other information concerning PARTY 2 as well as personal data provided by PARTY 2 in the application form and in profile; cookies; IP-addresses; parameters and settings of the Internet browsers. The PARTY 2 provides the consent to the personal data processing in order to fulfil this Agreement to perform any actions regarding personal data, including, without limitation: collection, systematization, accumulation, storage, adaptation, clarification (update, change), use, distribution (including by sale or transfer), cross-border transmission, depersonalization, blocking, destruction, and any other actions with personal data in accordance with the applicable legislation.
8.2. The PARTY 1 performs the processing of personal data in the following ways: processing of personal data with the use of automation means. PARTY 1 applies certain methods of personal data processing without any limitations.
8.3. Personal data provided by PARTY 2 will be available to employees of PARTY 1. Without prior consent of PARTY 2 PARTY 1 does not sell, transfer, disclose to third parties personal data of PARTY 2 except cases provided by this Agreement and Privacy Statement. In particular, PARTY 1 shall transfer personal data of PARTY 2 to passengers in order to perform the Orders on transportation accepted by PARTY 2. PARTY 1 may use third party service providers for processing of personal data of PARTY 2. This might happen due to various reasons, for example, to send information materials. Independent service providers must agree to obey the confidentiality and will not use personal data of PARTY 2 for other purposes. PARTY 1 also can transfer personal data of PARTY 2 to law enforcement, tax, fiscal and other governmental authorities to the extent as might be required by the current legislation of Ukraine or if it is necessary for the prevention, detection or termination of criminal acts and fraud and to protect PARTY 1 rights or property and rights or property of third parties.
8.4. For the purpose of life insurance during passenger transportation, the PARTY 2 gives its full, unconditional and irrevocable consent for processing by the PARTY 1 and transfer by the PARTY 1 to the insurance companies for the purpose of the following personal data processing: surname, name, patronymic, phone number, date of birth, passport series and number, as well as personal data, which will become known to the insurance company in process of performing of insurance contract, including for transfer of the personal data to the foreign subjects of relations, related to personal data, for the purpose of performing of legislation requirements, requirements of the contract of life insurance and other contracts, including reinsurance, realization of rights, provided to the insurance company by the legislation or the contract and provision of realization of tax relations and relations in spheres of accounting, audit, financial services and assistance services, advertising, marketing and actuarial researches, assessment of the quality of the insurance company service.
8.5. Consent of PARTY 2 concerning personal data processing is valid for the duration of all the validity period of Agreement. In addition, by signing this Agreement, the PARTY 2 confirms its awareness and understanding of the volume of the rights of the PARTY 1, as a subject of the personal data in accordance with the Law of Ukraine "On Protection of Personal Data".
8.6. The individual Privacy Statement kept on the Portal and Mobile Apps regulates the issue of transfer, using and protection of personal data of PARTY 2.
9.1. This Agreement shall be available on the Web-site of the PARTY 1 at the address: partner.uklon.com.ua and Mobile App. This Agreement shall come into force for PARTY 1 from the moment of its publication on Web-site of PARTY 1 and Mobile App, for PARTY 2 – from the moment of its accepting.
9.2. The Agreement may be signed with any individual who has reached majority, having full legal capacity and capability. The Agreement may be signed with any legal entity incorporated under the legislation of Ukraine, any other state or international law.
9.3. The place of signing of this Agreement shall be the place of location of the PARTY 1.
9.4. In cases not provided for by this Agreement, the Parties shall use the current legislation of Ukraine.
9.5. The PARTIES settle any disputes and controversies arising out of or in connection with this Agreement or its preparation, performance or termination through negotiations. If the Parties are unable to settle the dispute through negotiations within 15 (fifteen) calendar days upon the date of notification by one of the Parties on occurrence of such dispute or controversy, the dispute shall be settled by judicial procedure within the jurisdiction and at the venue according to the legislation of Ukraine.
9.6. This Agreement shall not establish any other legal relations (including labor relations) between the PARTY 1 and the PARTY 2, and/or any third party, otherwise than specified by this Agreement.
9.7. In case of recognition of any provision or term of the present Agreement to be invalid or not secured by the period of limitations, all other terms and conditions shall remain valid and secured by the period of limitations. All such invalid provisions or not secured by the period of limitations shall be changed so as to become valid and secured by the period of limitation and reflect the intent of the Parties.
9.8. The database built as a result of the Services provision by the PARTY 1 shall be the exclusive property of the PARTY 1, and the PARTY 2 shall not have any rights or authorities in relation to it, including those concerning the registration of the database in accordance with the current legislation of Ukraine.
9.9. The PARTIES conclude this Agreement for indefinite term and may terminate this Agreement unilaterally with prior notification of the other Party before 5 (five) days until the date of termination.
9.10. In case if upon 1 (one) year from the moment of carrying out of last payment for services the PARTY 2 didn’t make any payments, this Agreement become invalid. The above-mentioned provision does not deprive the right of the PARTY 2 to apply to the PARTY 1 to conclude a new Agreement in the future.
9.11. This Agreement has been filed in Ukrainian, but is also available for review in Russian and English. In case of discrepancies between the original version of the Agreement in Ukrainian and version of the Agreement in another language, the provisions of the original version of the Agreement in Ukrainian shall prevail.
Company code (EDRPOU): 40625367,
Registered office: office 3, build. 4,
Volodymyr Vynnychenko St., Kyiv, 04053
tel .: +380931771508
Income tax payer on general grounds
VAT payer since August 01, 2016.
Ukrainian TIN: 406253626591