Offer contract - Paykit Offer contract - Paykit
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Offer contract

1. General provisions

1.1. This document is an open offer (Offer) of “PAYKIT” LIMITED LIABILITY COMPANY (hereinafter referred to as the “Company”), which owns the intellectual property rights to software products in the form of the “PayKit” online service and the “PayKit” mobile application, for the conclusion of an Agreement for the provision services (hereinafter referred to as the Agreement) on the terms set forth in this Offer.

1.2. In accordance with Articles 205, 634, 638-642, 901-907 of the Civil Code of Ukraine, in the case of acceptance of the conditions set forth in the Offer by paying for services and/or taking conclusive actions to fulfill the terms of this Offer, the person accepting the Offer becomes an online User – the “PayKit” service and the “PayKit” mobile application (acceptance of the Offer is the conclusion of the Agreement on the terms established in the Offer).

1.3. The effect of this Offer also extends to the User’s interaction with the Company by installing on the User’s device under the control (Windows, Linux, iOS, Android) other software products (applications) with the help of which the User can access the “PayKit” Service.

2. Definition of terms used in the Agreement
2.1. Access to the “PayKit” Service – providing the opportunity to use the results of computer programming in the form of the “PayKit” online service at the link – https://paykitpos.com/.

2.2. The “PayKit” mobile application is a mobile application that the User can download via the link or through the online store of mobile applications “Google Play” and/or “Apple Store”.

2.3. The integration gateway for data exchange during the registration of settlement operations is a software product in the form of a module that provides the ability to store a qualified/enhanced electronic signature for signing electronic settlement documents, electronic fiscal reports, electronic fiscal reporting checks, performing the function of assigning a number to a fiscal document and API integration /SDK between the “PayKit” Service or another accounting system of the User for registration of settlement transactions in accordance with the Law of Ukraine “On the use of registrars of settlement transactions in the sphere of trade, catering and services”.

2.4. User is any legally competent natural person, natural person-entrepreneur or legal entity who accepts this Offer and uses the “PayKit” Service.

2.5. Online service “PayKit” (“PayKit” Service) is a software product in the form of an online service located at https://paykitpos.com/ and can function through interaction with the User’s accounting system, other software products (applications). and is a software solution (software registrar of settlement operations), in which fiscal functions are implemented through the fiscal server of the State Tax Service of Ukraine and which is designed to ensure the automation of the processes of storage, search, analysis of electronic settlement documents, electronic fiscal reports, electronic fiscal reporting checks and registration settlement transactions in accordance with the Law of Ukraine “On the use of registers of settlement transactions in the sphere of trade, public catering and services”, and also represents a software solution in the form of a cloud-based management system for retail trade, which functions by accessing the User’s personal account, in which a comprehensive accounting and management of User data and accounting system in the form of a cashier workplace. The complete list of the functionality of the “PayKit” Service can be viewed at the link: https://paykitpos.com/.

2.6. The parties (each individually – a Party) – the User and the Company.

2.7. The Company’s tariff (Tariff) is the price of access to the “PayKit” Service, which is indicated at the link – https://paykitpos.com/. The parties agreed that the term “month” in the name of the Tariffs refers to the period from the date of commencement of the provision of Services in accordance with Clause 4.2 of this Agreement.

2.8. Other terms used in this Agreement, unless otherwise defined in the Agreement, are used in the sense provided for in the Law of Ukraine “On the use of registrars of settlement operations in the sphere of trade, catering and services”.

3. Subject of the contract

3.1. The subject of the Agreement is the provision of access to the “PayKit” Service and the “PayKit” mobile application, namely:

3.1.1. the Company providing the User with access to the “PayKit” Service, which ensures the registration of payment transactions in accordance with the Law of Ukraine “On the use of payment transaction registrars in the sphere of trade, public catering and services” and the automation of the processes of storage, search, analysis of electronic payment documents, electronic fiscal reports, electronic fiscal reporting checks;

3.1.2. the Company providing the User with access to the “PayKit” Service, which is a software solution in the form of a cloud-based management system for retail trade, which functions by accessing the User’s personal account, which implements comprehensive accounting and management of the User’s data and an accounting system in the form of a cashier’s workplace , including through interaction with other software products (applications).

3.1.3. providing the User with access to the PayKit mobile application by the Company, which can be installed on Android OS or iOS OS equipment, which can be connected and synchronized with the PayKit Service.

3.2. The User agrees to the terms and undertakes to comply with the Privacy Policy https://paykitpos.com/privacy-policy/, which is an integral part of the Agreement and acceptance of this Offer confirms his unconditional consent to its observance.

3.3. The procedure for the User to obtain a simple (non-exclusive) license for the “PayKit” Service and the “PayKit” mobile application is provided for in Section 7 “License Terms” and by accepting this Offer, the User confirms his unconditional agreement to comply with them when using the “PayKit” Service.

4. Terms of service provision

4.1. Access to the “PayKit” Service is provided by the Company to the User during the term of the Agreement, but, in any case, not before the User’s registration in the “PayKit” Service, which is carried out by creating a User account (account) and providing such a User with a unique User ID.

4.2. The date of the start of the provision of the “PayKit” Service is the date of receipt of payment to the Company’s bank account in the amount of the price of the Access to the “PayKit” Service, specified at the link – https://paykitpos.com/tarify/ with the mandatory indication of the User ID in purpose of payment.

4.3. Provide the Company with all the documents requested by it for identification of the User by the acquiring bank and registration of the payment device.

4.4. Timely pay the acquiring bank’s commission for accompanying payment devices in the amount of 120.00 (one hundred and twenty hryvnias)

5. Price of Services and terms of payment. Acceptance of the Offer.

5.1. The price of the “PayKit” Service is determined according to the Tariff chosen by the User on the Company’s website at the link – https://paykitpos.com/ or by signing a separate contract at the price agreed between the Parties.

5.2. “PayKit” Services are provided on the basis of 100% advance payment. In the event of a change in Tariffs during the period of use paid by the User, the cost of access for such User remains unchanged until the end of the paid period of using such a tariff or the use of the number of billing documents, electronic fiscal reports, electronic fiscal reporting checks prepaid by the User, but not used on the date of the Tariff change.

5.3. In the event that the User purchases Access to the “PayKit” Service at a paid rate, the terms of such purchase may be determined:

– a corresponding separate agreement between the User and the Company with defined conditions for providing Access to the “PayKit” Service and the price of such access;

– an online order made through the User’s personal account or account. The user confirms his order by payment (acceptance). The Company reserves the right to refuse the User to fulfill the order. Payment is made by specifying the user’s bank card number, card expiration date and CVV code. Payments through the website are made through financial institutions. The company does not store information and details about the Users’ bank cards. In addition, the User has the right to generate and download an invoice for payment and pay this invoice in the bank.

5.4. The Company has the right to provide free test Access to the “PayKit” Service within 14 (fourteen) days from the date of the User’s registration and activation in the “PayKit” Service, which is advertising in the sense of the current legislation of Ukraine and is provided by the Company to increase loyalty and attract new Users.

5.5. The Company has the right to provide the Services of the “PayKit” Service under special conditions (special offers) during promotions, information about which is posted on the Company’s website.

5.6. The fact that the Company has properly provided the PayKit Service for the reporting month is evidenced by the signing by the Parties of the Service Provision Act (hereinafter referred to as the Act) in the amount of the price of access to the PayKit Service according to the Tariff, depending on the number of days of use of access to the PayKit Service per month in who was granted such access or the number of assigned fiscal numbers of electronic settlement documents, electronic fiscal reports or electronic fiscal reporting checks created using the “PayKit” Service in the reporting month, which is drawn up by the Company in the form of an electronic document and handed over to the User for signature by the 5th of the month, following the month in which the Services of the “PayKit” Service were provided.

5.7. The User must accept the provided Services and sign the Act within 3 (three) working days from the date of its receipt from the Company or, in case the User has comments on the Act and/or the Services, including their non-compliance with the terms of this Agreement, and/or in the event of malfunctions in the Services, and/or in the event that the User discovers in them deficiencies, inconsistencies, errors, comments, etc., within the same period of 3 (three) working days, provide the Company with a refusal to accept the Services provided and sign the Act, with a list identified deficiencies, inconsistencies, comments and deadlines for their elimination (hereinafter – Reasoned refusal).

5.8. In the event that the User does not provide the Company within the period specified in clause 5.7 of the Agreement, a signed Act or a Reasoned refusal, the Services provided are deemed to have been accepted by the User.

5.9. Payment for the provided Services is carried out in non-cash form by the User transferring funds to the Company’s current account specified in this Agreement or by automatically debiting funds from the User’s bank account in hryvnias. In case of lack of sufficient amount of funds in the User’s account or in case of other cases, as a result of which the funds for using the “PayKit” Service will not be debited from the User’s account, the use of the Service will be unavailable to the User until the payment for its use is made.

5.10. The service company has the right to revise the Tariff, at the same time, such changes enter into force from the moment of posting of the changed Tariff on the link specified in clause 5.1 of the Agreement, unless a different period of entry into force of the changes is additionally determined upon such posting.

5.11. In case of disagreement with the revised Tariff, the User has the right to withdraw from the Agreement by notifying the PayKit Service Company in writing or by means of telecommunications. If a refusal is not received, it is considered that the User agrees with the new Tariff.

5.12. The User accepts the Offer and concludes the Agreement by pre-paying for the Services.

5.13. The User can receive from the Company for temporary paid use (rental) equipment, namely the terminal(s) to which

6. Use of objects of intellectual property rights

6.1. The “PayKit” service (hereinafter referred to as the “Service”), which is an online software product (SaaS) that includes images, text materials and other objects of copyright and/or related rights, as well as objects of patent rights, commercial signs, commercial designations and brand names, as well as other parts (regardless of whether they are part of the Service or are its additional components or materials, as well as whether it is possible to remove them from its composition and use separately) (hereinafter – Objects of law intellectual property), are protected in accordance with the Law of Ukraine “On Copyright and Related Rights” and other legislative acts in the field of intellectual property protection, and belong to the Company on an exclusive basis, unless otherwise specified in the notice of rights.

6.2. The user has no right to distribute, change, adapt, modify, translate, reverse engineer, compile, decompile, create derivative products, make attempts to disclose the source code, copy, analyze data, use services, including their individual parts or individual components in a way, that is not provided for by their functional purpose, to carry out any other improper use of Objects of intellectual property rights without the written permission of the Company.

6.3. The Company grants the User the right to use the Objects of Intellectual Property under the terms of a simple (non-exclusive) license in the territory of all countries of the world in the ways specified in this Offer, solely for the purpose of the User gaining access to the Company’s Service under this Agreement.

6.4. The software that is part of the Service may automatically download and install updates designed to improve, improve and further develop the Services and may take the form of bug-corrector programs, enhanced features, new software modules or completely new versions. By accepting this Offer, the User agrees to receive such updates and allows the Services to provide them as part of receiving the Services.

7. License Terms

7.1. According to Art. Art. 205, 634, 638-642, 1107-1110 of the Civil Code of Ukraine, in case of acceptance of the stated License terms, a person who, by downloading and/or installing or otherwise starting to use the Software products in any other way, becomes a Licensee (acceptance of the terms is equivalent to concluding license agreement) and receives the right to use the corresponding downloaded (installed) mobile application “PayKit” (hereinafter – the Software Product) as an object of intellectual property rights.

7.2. The Company (Licensor) transfers, and the User (Licensee) (User of the “PayKit” Service) accepts a simple (non-exclusive) license for the “PayKit” Service and the “PayKit” mobile application (a mobile application on the Android OS and/or iOS OS), which the Licensee is used during the term of this Agreement on the terms specified by the Licensor, without the right to transfer it to third parties (hereinafter – the License).

7.3. The validity of the granted License is directly related to the Licensee’s use of the “PayKit” Service in accordance with the Public Agreement (offer) or a separately concluded, individual agreement. In the case of termination of use of the “PayKit” Service, the Licensee loses the right to use the Software Product, and the validity of this License Agreement is considered terminated. The term of validity of the License is set for the term of validity during which the Licensee uses the “PayKit” Service.

7.4. The right granted under this License extends worldwide.

7.5. The terms of this License also apply to updates, additions, additional components of the Software Products that ensure their functioning. The Licensor undertakes to update, supplement, and refine the Software Product in order to fully function in order to ensure the Licensee’s ability to use the Services from Access to the “PayKit” Service.

7.6. The parties agreed that this License for the use of the Software Product is granted by the Licensor to the Licensee solely for the purpose of ensuring the Licensee’s ability to use the Licensor’s services provided in accordance with the terms of the Agreement (offer) on providing Access to the “PayKit” Service.

7.7. The cost of providing the License is included in the cost of the “PayKit” Service and is not subject to additional payment.

7.8. The Licensee has the right to use the Software Product from the date of commencement of the provision of the PayKit Service in accordance with the Tariff selected by the Licensee in accordance with the Public Contract (offer).

7.9. Access to the “PayKit” mobile application under this License is provided by the Licensor by installing the “PayKit” mobile application on the Licensee’s device and by obtaining the Licensor’s consent from the Licensee to the conditions set forth in this Agreement.

7.10. The Licensee has no right to provide the Software Product for rent, leasing, other use or commercial rental to third parties.

7.11. In case of non-fulfillment or improper fulfillment of the terms of this License, the Parties bear the responsibility provided for by the current legislation and the terms of the Public Contract (offer).

7.12. The licensee has the right to use the Software products exclusively in accordance with their functional purposes and the terms of this License.

7.13. The licensee is obliged to:
7.13.1. notify the Licensor of all known cases of violation of intellectual property rights of Software products by third parties;
7.13.2. not to make changes, modify or improve the Software Products;
7.13.3 not to use Software products in a way that is not provided for their functional purpose;
7.13.4. not to use the code of the Software Products and not to transfer it to any third party for the purpose of creating or distributing or transmitting in any other form to a wide range of persons identical to the Software Products;
7.13.5. not to make unauthorized copies of the Software Product on any media for storing information in electronic form and by posting it on the Internet;
7.13.6. not decompile, reverse engineer, disassemble or otherwise attempt to derive the code of the Software Product;

7.14. The licensor has the right to:
7.14.1. Make changes and improvements to the Software Product;
7.14.2. terminate this License unilaterally, if the Licensee does not fulfill the terms and conditions of this License or the Public Agreement (offer) and does not eliminate the established violations, provided that the Licensee is notified of this in advance at least 20 (twenty) calendar days before the termination date. At the same time, the Licensor, if he has sufficient grounds to believe that the Licensee violates the terms of the License, is obliged to provide the Licensee with a written demand, with relevant evidence, to eliminate the violation, which the Licensee is obliged to fulfill within 15 (fifteen) calendar days.

7.15. All rights to data and information accumulated with the help and during the lawful use of the Software Product, namely electronic settlement documents, electronic fiscal reports, electronic fiscal reporting checks, are the property of the Licensee, and may not be in any case, in any way in the form or method used by the Licensor, with the exception of cases directly provided for by the current legislation of Ukraine.

7.16. The Licensor guarantees that the use of the Software Products in accordance with this License does not violate the intellectual property rights of any third parties under the copyright, trademark and/or trade secret laws of any state that is a signatory to the Berne Convention for the Protection of Literary Works and art

7.17. The Licensor does not provide any guarantees regarding the Software Product in case of violation of the terms of their use stipulated in the License.

7.18. The software product is provided on an “as is” basis. The Licensor bears no responsibility for the fact that the Software Product does not meet the expectations and ideas of the Licensee, does not contain errors, as well as for the direct or indirect consequences of the use in work or the impossibility of using the Software Product in work.

8. Validity period and change of conditions of the Offer

8.1. The Offer becomes effective from the moment it is placed on the Internet at the link https://paykitpos.com/ and is valid until the Company withdraws the Offer.

8.2. The Company reserves the right to amend the terms of the Offer and/or withdraw the Offer at any time at its sole discretion. In the event that the Company makes changes to the Offer, such changes shall enter into force from the moment the changed text of the Offer is posted on the website using the link specified in Clause 8.1 of the Agreement, unless a different period for the changes to take effect is not additionally determined upon such posting.

9. Term of validity of the Agreement and termination of the Agreement

9.1. The Agreement enters into force from the moment of acceptance of the Offer by the User and is valid for 1 (one) year, but, in any case, until the Parties fully fulfill their obligations under this Agreement. If none of the Parties has notified the other of the termination of this Agreement 10 (ten) calendar days before the expiration date of the Agreement, then the Agreement’s validity period is considered extended for each subsequent year.

9.2. The contract may be prematurely terminated:
9.2.1. At any time by agreement of the Parties;
9.2.2. At the initiative of one of the Parties in case of violation by the other Party of the terms of the Agreement with written notification of the other Party. In such a case, the Agreement is considered terminated from the moment the Party that violated the terms of the Agreement receives a corresponding written notice from the other Party;
9.2.3. At the initiative of one of the Parties, provided that the other Party is notified in writing 10 (ten) calendar days before the date of termination of the Agreement;
9.2.4. For other reasons provided for in this Offer (Agreement);
9.2.5. In case of termination of the Agreement at the initiative of the Operator, the latter does not return to the User the cost of prepaid but not provided Services.

10. Information on confidentiality, guarantees and personal data

10.1. All information exchanged by the Parties for the purpose of fulfilling the terms of this Agreement, including information on technologies and technical solutions used by the Operator, as well as any commercial information on the terms of cooperation of the Parties, is confidential and may not be disclosed and/or used without written consent other Party, except for cases of forced disclosure at the request of authorized state bodies. In case of forced disclosure, the Parties are obliged to notify the other Party in writing immediately, but no later than within 3 (three) working days from the moment of forced disclosure. Despite the restrictions established by this clause of the Agreement, the Parties agree that the Company has the right to post images of the User’s logo and their names on the Company’s website.

10.2. By agreeing to the terms and accepting the terms of this Offer through its Acceptance, the User certifies and guarantees to the Company that:
10.2.1. The User provided valid data (including personal data) when registering as a User on the website https://paykitpos.com/ or when issuing payment documents, paying for Services;
10.2.2. The User concludes the Agreement voluntarily, while the User: a) has fully familiarized himself with the terms of the Offer, b) fully understands the subject of the Agreement (Offer);
10.2.3. The user has all the rights and powers necessary for the conclusion and execution of the Agreement.

10.3. By accepting this Offer, the User agrees to use a qualified electronic signature in the document flow with the Company within the scope of this Agreement. The Parties have agreed to use such a qualified electronic signature in the manner and under the conditions stipulated by the Law of Ukraine “On Electronic Trust Services”, at the same time, the Parties have agreed that the additional use of a seal (electronic seal) for documents within the scope of this Agreement is not necessary.

10.4. The User guarantees that the person using the qualified electronic signature of the User is a duly authorized representative of the User on legal grounds.

10.5. The User is obliged to keep his login and password for access to the Service confidential and to protect against access by any persons not authorized to represent the User. The user agrees that all actions performed using his login and password are considered to have been performed by his duly authorized representatives.

10.6. The User does not have the right to refer to the performance of actions on his behalf by persons not authorized to do so as a basis for avoiding responsibility for the result of such actions and/or in the resolution of disputed situations, with the exception of cases when, before the performance of such actions, the User notified the Company in writing about the loss of the password .

10.7. By concluding this Agreement, the Parties grant each other the right and consent to the processing of their personal data indefinitely in accordance with the Law of Ukraine “On the Protection of Personal Data”. For the purposes of this clause, personal data of the Parties means personal data of the representative(s) of the Parties, their officials, owners/founders and/or shareholders/participants. The use and distribution of information constituting the personal data of the Parties is carried out exclusively within the limits necessary to ensure the activity and/or protection of the interests of the Parties and the execution of this Agreement.

10.8. By concluding this Agreement, the Parties affirm that all provided information, which constitutes personal data, was provided by the Parties on legal grounds and they have the right to use and dispose of it.

11. Liability, limitation of liability and dispute resolution procedure

11.1. For violation of the terms of the Agreement, the Parties bear the responsibility established by the Agreement and/or the current legislation of Ukraine.

11.2. The user is fully responsible for his actions when using the Service and for the actions of persons acting on his behalf using his personal identification data.

11.3. In the event of a violation by the User of the terms of payment for the Services provided for in this Agreement, the User shall pay to the Company a penalty in the amount of twice the accounting rate of the National Bank of Ukraine for the value of the unpaid Services by the User for each day of such violation.

11.4. All disputes and disagreements related to the Offer (Agreement) are resolved by the Parties through negotiations.

11.5. If the relevant dispute cannot be resolved through negotiations, it is resolved in court.

12. Force majeure

12.1. The Parties are released from responsibility for partial, complete non-fulfillment or improper fulfillment of obligations under this Agreement in the event that the non-fulfillment or improper fulfillment of obligations is the result of force majeure, i.e. extraordinary and unavoidable circumstances that the Parties could neither foresee nor prevent their occurrence (circumstances of force majeure), namely: fires, floods, earthquakes, strikes, mass disturbances, riots, wars, or actions of state authorities and other circumstances that make it impossible for the Parties to fulfill their obligations, and if such circumstances directly affected the fulfillment of the obligations undertaken by the Parties under the Agreement.

12.2. In case of occurrence of force majeure circumstances during the validity of this Agreement, fulfillment of obligations under the Agreement shall be postponed for the duration of force majeure circumstances.

12.3. The Party that cannot fulfill its obligations under the Agreement must immediately, but no later than 3 (three) calendar days after the occurrence of force majeure, notify the other Party in writing. The same applies to the moment of termination of the force majeure circumstance. Untimely notification of the occurrence of a force majeure circumstance deprives the relevant Party of the right to refer in the future to the above-mentioned circumstances as a basis for exemption from responsibility for non-fulfillment or improper fulfillment, in whole or in part, of the obligations assumed under this Agreement. The occurrence of force majeure must be confirmed by a certificate from the relevant competent authority.

13. Details

Location:
Ukraine, 61052, Kharkiv region, Kharkiv city, ave. Simferopolsky, 6
EDRPOU code: 45326380