This document expresses the proposition (Offer) of the SemanticWell LLC (hereinafter – Contractor) according to the Contract of the services providing access to the interactive ERP reporting on the terms set forth in this Offer.
Proper acceptance of the offer is realization by the Customer of all the following:
1) registration on the site https://cobit-solutions.com/en/
2) payment for the services of the Contractor.
Making acceptance of the Offer, the Customer agrees with all the terms of the Contract as they are in the Offer. This Contract has the legal force of the agreement signed by the Parties.
TERMS IN THE CONTRACT
Service is a software complex for the preparation of interactive reporting from ERP. Parts of the Service are:
1) The Contractor’s website in the Internet, which is located at the address https://cobit-solutions.com/en/,
2) Other possibilities in detailed description presented on the Contractor’s website for the package of Services selected by the Customer.
The Calculation period is a certain time during which there is an access to the Contractor’s Service (Services providing).
Other terms mentioned in this Contract are determined according to the norms of the civil legislation of Ukraine.
1. SUBJECT OF THE CONTRACT
1.1. In order and the terms appointed by the Contract, the Contractor is obliged to give services for access to the Service (hereinafter – Services), and the Customer is obliged to accept and pay the Contractor’s Services.
1.2. The date of connection is determined by the Parties and is specified in the private office of the Customer.
1.3. The Customer independently chooses the package of Services and the payment period. Information about the list of Services in packages and about tariffs is located on the Contractors’ website by address: https://cobit-solutions.com/en/.
Information about the tariff and the repayment period chosen by the Customer is displayed in the private office.
1.4. Accepting the terms of the Offer the Customer confirms that he is fully familiar with the functional possibilities of the Service.
1.5. The Contractor has the right to refuse with the agreement of the Contract on the basis of an offer if there is no sufficient technical capacity for Services or for other conditions.
2. RIGHTS AND RESPONSIBILITIES OF PARTIES
2.1. The Contractor undertakes:
2.1.1. Provide the Services according to the terms of this Contract.
2.1.2. Give the Customer all declared functional capabilities, described on the site https://cobit-solutions.com/en/
2.1.3. Make everything connected with the Contractor for the preservation of the integrity and privacy of the data given by the Customer.
2.2. The Customer undertakes:
2.2.1. Do not provide the rights under this Contract to third persons without taking written permission from the Contractor.
2.2.2. Make the payment for the Services in time according to the terms of the Contract.
2.2.3. Inform the Contractor about data (including personal data), necessary for the Contractor for the Services providing to the Customer and carrying out his other duties, under this Contract and by the statutory legislation of Ukraine.
2.2.4. Independently look after everything and any kind of updates to the information on the Contractor’s website, including, independently look for changes in the terms of the Services, changes in the prices of the Offer and the Agreement and whether there are any other materials, directly or side by side connected with the duties Serve or affect them. The Customer is deprived of the right to refer to the lack of awareness of the specified changes, if such changes are placed on the Contractor’s website.
2.3. The Customer has the right:
2.3.1. Get the ordered Services in case of their advance payment.
2.4. The Contractor has the right to:
2.4.1. Refuse in the provision of Services, if the Customer did not pay them in advance, or in case of absence of a technical possibility to provide the Services.
2.4.2. Charge off the regular payment from the bank account of Customer according to the chosen tariff plan.
2.4.3. Independently choose the form of the Services given including the terms of their providing, chosen by the Customer.
2.4.4. At any time change the description of the Services partially or fully, without any advance notification of the Customer. Such changes and additions come into effect immediately after the corresponding notification, which can be sent to the Customer in any form, including, but not limited to, posting the corresponding notification on the Contractor’s website, and/or sending a notification of the said fact to the Customer’s email address.
2.4.5. Give individual discounts to the Customer.
3. PAYMENT FOR THE SERVICES AND THE ACCEPTANCE-TRANSFER PROCEDURE
3.1. The price of the Services for this Contract is determined in accordance with the tariff (tariff plan) chosen by the Customer. The fact of a one-time payment by the Customer for the Services confirms his agreement with the tariff and the terms of the Contract.
The total price of the Contract is calculated from the price of the Services that were paid by the Customer for the duration of the Contract.
3.2. Payment by the Customer is carried out monthly and can be done in the following ways:
- by non-cash transfer of funds to the current account of the Contractor;
- online payment by sending an invoice to email via LiqPay
3.3. The payment obligation is considered fulfilled by the Customer from the moment the funds are credited to the Contractor’s current account. If the Customer is not satisfied with the quality of the services provided, the paid funds will not be returned.
3.4. The Customer understands and agrees that the cost of the Contractor’s Services does not include payment for the services of third parties (payment agents, such as banks, cellular operators, telecommunications operators, etc.). The cost of third-party services is paid by the Customer himself.
3.5. The acceptance and transfer of the Services provided under this Contract is carried out by the Parties signing the Act of acceptance and transfer of the services provided, hereinafter referred to as the Act. The parties agreed that the reporting period under this Contract will be considered to be each calendar month during the period of provision of Services under the Contract.
3.6. The Contractor forms monthly the Act in accordance with the volume of Services provided for the reporting period and sends it to the Contractor. The Customer, within 3 (three) working days from the moment of receipt of the Act, signs it and returns 1 (one) copy to the Contractor or, within the same period, gives a reasoned refusal to sign it.
3.7. In case of non-fulfillment by the Customer of the terms of clause 3.6. of this Contract, the Parties recognize such Act as signed, and the Services as provided in full, in accordance with the terms of this Contract and the corresponding Appendix to it.
3.8. The Parties agreed that invoices, acts, expense and tax invoices for the Services received under this Contract will be provided exclusively in electronic form, using software, drawn up in accordance with the current legislation on electronic documents, electronic document management and qualified electronic signature, with filling all mandatory details and superimposition of a qualified electronic signature of an authorized person and a seal.
3.9. The Parties are obliged to inform each other about the impossibility of exchanging documents in electronic form with the imposition of a qualified electronic signature of an authorized person and a seal. In this case, the Parties exchange documents on paper with handwritten signatures.
4. WARRANTIES, PARTIES RESPONSIBILITY AND DISPUTE RESOLUTION
4.1. For violation of the terms of this Contract, the Parties bear the responsibility provided for by the current legislation of Ukraine and this Contract.
4.2. The Contractor bears full responsibility for the quality of the Services, both provided personally and by third parties (subcontractors).
4.3. In case of violation of the payment terms, the Customer shall pay to the Contractor a penalty in the amount of double the accounting rate of the NBU, which acted at the time the debt arose, from the amount of the debt for each day of such delay.
4.4. Penalties for late performance of obligations arising from the terms of this Contract shall be charged for the entire period of delay.
4.5. In case of disclosure (distribution, disclosure, misuse) of Confidential Information in any way in violation of the terms of this Contract, the Parties shall be liable in the form of payment of direct documented damages to the Party whose confidential information was disclosed.
4.6. The Service is the result of the intellectual activity of the Contractor and is protected by the current legislation of Ukraine. In case of violation by the Contractor of the Customer’s intellectual property rights, other rights of the Customer or guarantees provided by the Contractor to the Customer under this Contract, the Contractor shall compensate the Customer in full for all damages caused by such violation.
4.7. Payment of the penalty does not release the Parties from fulfilling their obligations under this Contract.
4.8. The Customer is independently responsible for the purchase, installation and operation of the equipment necessary for the provision of services, and also assumes all related costs.
4.9. The Customer is responsible for the completeness and reliability of information (including personal data) provided to the Contractor when ordering Services. The Customer alone and fully bears all the risks associated with the Contractor’s lack of up-to-date information (including personal data).
4.10. The Сustomer agrees that the Service is provided with standard functions for all customers. The Contractor does not provide any guarantees that the Service will meet the requirements, expectations, goals and tasks of the Customer.
4.11. The Customer agrees that in order to work with the Service, the Customer needs to use software (web browsers, operating systems, etc.) and equipment (personal computers, network equipment, etc.) produced and provided by third parties, and the Contractor is not responsible for the quality of their work.
4.12. All disputes arising between the Parties during the execution of this Contract and related to it shall be resolved through negotiations.
4.13. In case of impossibility to resolve the contradictions arising in connection with this Contract through negotiations, the disputes shall be subject to final settlement by the commercial court, in accordance with the legislation of Ukraine.
5. FORCE MAJEURE
5.1. The Party shall be exempted from the responsibility defined by this Contract and (or) the legislation in force in Ukraine for a full or partial violation of the Contract, if it proves that such violation occurred as a result of force majeure circumstances, provided that their occurrence was certified in accordance with the procedure established by law.
5.2. Force majeure circumstances in this Contract mean the action of force majeure that arose independently of the will and desire of the Parties, the occurrence of which the Parties could not foresee and prevent, and which include, without limitation, the following: fire, flooding, earthquakes, landslides, other natural disasters and seasonal natural phenomena, in particular the closure of routes, straits, passes, ports, as well as war, hostilities, blockades, strikes, embargoes and other phenomena and actions that make it impossible or significantly interfere the fulfillment of the actual Contract conditions by the Parties.
5.3. The Party, which intends to refer to force majeure circumstances, is obliged to immediately, no later than 3 (three) days from the date of occurrence of such circumstances, notify the other Party of the existence of force majeure circumstances and their impact on the execution of this Contract.
5.4. If force majeure circumstances and (or) their consequences temporarily prevent the implementation of this Contract, then its execution is suspended for a period during which it is impossible.
5.5. Confirmation of the existence of force majeure circumstances is the corresponding conclusion issued by the Chamber of Commerce and Industry of Ukraine.
6. TERM OF CONTRACT AND CONDITIONS OF ITS TERMINATION
6.1. This Contract acts from the date of its signing, which is the date of its acceptance by the Customer. The validity period of the Contract depends on the settlement period and tariff paid by the Customer.
6.2. Expiry of this Contract does not release the Parties from liability for violations that occurred during the period of its validity.
6.3. Early termination of this Contract may take place only with the consent of the Parties or in cases provided for by the current legislation of Ukraine and the terms of this Contract.
6.4. In case of premature termination of the Services provision upon termination of the Contract, the unspent part of the payment is not returned to the Customer, being a reimbursement of the Contractor’s expenses for providing the Services to the Customer.
7. CONFIDENTIALITY AND ETHICAL PRINCIPLES OF THE PARTIES INTERACTION
7.1. Each Party (hereinafter referred to as the Recipient of Information) agrees during the term of this Contract, as well as after its termination, not to disclose confidential information received from the other Party or any of the related companies of the other Party (hereinafter referred to as the Disclosing Party) in accordance with this Contract and use such confidential information solely for the purposes of this Contract.
7.2. Confidential information is subject to disclosure only to managers, employees of the Information Recipient Party who provide / receive services, while, until such disclosure, the Information Recipient guarantees that a confidentiality agreement has been concluded with each of the involved managers, employees and they have been previously informed of obligations non-disclosure of confidential information by the Information Recipient to the Disclosing Party.
7.3. The requirements of this section of the Contract shall remain in force for 5 (five) years after the termination of this Contract or its dissolution.
7.4. Сonfidential information in this Contract includes information of a professional, business, industrial, financial, commercial and other nature, data of methods, techniques and procedures that the Customer adheres to in organizational and pricing policies, business plans and strategies, know-how, cooperation with other counterparties, development of products and services, development plans that are in his possession, as well as any personal information relating to employees, customers, individuals or legal entities and agencies of any kind, business activities and employees of the Customer, as well as any information that is transferred by the Customer prior to signing or during the validity of this Contract, in any way to the Contractor, regardless of whether the Customer informed about its confidentiality during its transfer or not.
8. OTHER CONDITIONS
8.1. All legal relations that arise in connection with the conclusion and execution of this Contract and are not regulated by it should be regulated by the norms of the legislation in force in Ukraine.
8.2. By signing this Contract, the Parties grant each other the right and consent to the processing of their personal data indefinitely in accordance with the Law of Ukraine “About the Protection of Personal Data” dated June 1, 2010 No. 2297-VI. The use and distribution of information constituting 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 Contract. By concluding this Contract, the Parties state 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.
8.3. By accepting this Offer, the Customer certifies that he is informed about the owner of personal data, the composition and content of collected personal data, the rights of the owner of personal data and third parties to whom the said personal data is transferred.
8.4. By accepting this Offer, the Customer testifies to his voluntariness and understanding of his legally significant actions and his agreement with all the mandatory and essential terms of this Contract.
8.5. The Parties bear full responsibility for the correctness of the details specified by them in this Contract or in their private office on the website and undertake to promptly notify the other Party in writing of their change, and in case of failure to notify, they bear the risk of adverse consequences related to this.
8.6. The Customer and the Contractor have the right at any time to draw up the Contract for the provision of services in the form of a written bilateral document.
8.7. The text of this Offer may be unilaterally changed by the Contractor at any time, while the version posted on the Contractor’s website at the address https://cobit-solutions.com/en/contract-offer/ is considered current. The terms of the Contract remain unchanged for the person who accepted this Offer until the end of the provision of Services by the Contractor at the rate paid by the Customer.
The Contractor confirms that he is a single tax payer in accordance with the statement 133.1.1. Art. 133 and item 291.4. Art. 291 of the Tax Code of Ukraine No. 2755-VI dated 02.12.2010 (with relevant amendments and additions).
Contractor Details
SemanticWell LLC
680 S Alton way,
Denver, CO 80247