Public offer agreement

PUBLIC OFFER AGREEMENT

Latest update: 06.01.2023

THIS AGREEMENT IS CONCLUDED WITH THE PURPOSE OF REGULATING THE LEGAL RELATIONSHIP BETWEEN THE CUSTOMER AND THE CONTRACTOR, AND ALSO WITH THE PURPOSE OF DETERMINING THE RIGHTS, OBLIGATIONS, AND WARRANTIES OF THE PARTIES. THE CONCLUSION OF THIS AGREEMENT IS MANDATORY IF THE CUSTOMER WISHES TO RECEIVE THE SERVICES OF THE CONTRACTOR.

This Public Offer Agreement (hereinafter referred to as the "Agreement") is concluded between the Individual entrepreneur Oleksandr Volodymyrovych Rebrov, registered and operating by the legislation of Ukraine (hereinafter referred to as the "Executor", "we", "us", "our"), on the one hand, and by you (hereinafter - "Customer", "you", "your") on the other hand regarding the use of the Services of the Contractor, as well as access to the website https://dinoxtech.com/en. The Contractor and the Customer are collectively referred to as the "Parties", and each individually as a "Party".

Please read this Agreement carefully. Any use of the Contractor's Services and the Site implies full, unconditional, and unconditional agreement (acceptance) with the terms (1) of this Agreement and (2) of the Privacy Policy without any exceptions and/or limitations.

If you do not agree with the terms of this Agreement, do not use the Site and Services.

The headings contained in this Agreement are for informational purposes only.

Terms

Site is the website https://dinoxtech.com/en and its subdomains, through which the Contractor can provide Services to Visitors and Customers (hereinafter collectively referred to as "Customer(s)").

Services - consulting services in the field of informatization, analytics and automation of existing processes, development and technical support of software, as well as other related services provided by the Contractor to the Customers under the terms of this Agreement.

Account - the personal user account on the Site, through which he/she can use the Contractor's Services.

Visitor - a person who uses the Site and the Contractor's Services without registering an Account.

User - a person who uses the Site through his/her Account to receive the Contractor's Services.

Payment system - a money transfer system that provides the ability to make payments.

Technical assignment - a task that contains a specification of the results of the Services agreed by the Parties through communication tools available on the Site.

1. General provisions

1.1. This Agreement is a public offer and a proposal within the meaning of Articles 633 and 641 of the Civil Code of Ukraine. This Agreement is also an adherence agreement within the meaning of Article 634 of the Civil Code of Ukraine, which means that its provisions are the same for all Customers and cannot be changed by them.

1.2. Each of the Parties confirms and guarantees to the other Party that it has all the necessary and sufficient rights and powers to enter into this Agreement and to fulfill its terms. If you use the Site and Services on behalf of a legal entity, you represent and warrant that you have the right and authority to accept this Agreement on behalf of such legal entity and bind it to the terms of this Agreement.

1.3. The current version of this Agreement is published on the Site. You must familiarize yourself with the terms of this Agreement prior to accepting its terms and using the Site and the Performer's Services. Acceptance of the terms of this Agreement constitutes the full and unconditional agreement of the Customer with all the terms of this Agreement without any exceptions or limitations and has the same legal force as the conclusion of a bilateral written agreement in accordance with the legislation of Ukraine (part 2 of article 642 of the Civil Code of Ukraine).

1.4. The Agreement is considered concluded (accepted) by the Customer after the following actions are performed in full:

reading the terms of this Agreement on the Site;
making payment for the Services in accordance with the terms of this Agreement.

2. Subject of the Agreement

2.1. In accordance with the terms of this Agreement, the Performer undertakes to provide the Services to the Customer, and the Customer undertakes to pay for such Services on the terms determined by this Agreement.

2.2. The list of Services that the Customer may receive under this Agreement is defined on the Site at the following link: https://dinoxtech.com/en/payment/. All existing Services at the time of this Agreement, as well as any new or updated Services, are subject to this Agreement.

3. Procedure for providing Services

3.1. When you visit the Site as a Visitor, we offer you the following functional capabilities of the Site:

review information available on the Site in open access;
contact the Performer using the communication tools available on the Site;
order Services available on the Site;
make payment for the selected Services.

3.2. When you visit the Site as a User, we offer you the same services as Visitors, and additionally we provide you with access to the following functional capabilities of the Site:

access to the order history in your Account;

3.3. In order to obtain the Services of the Contractor, the Customer needs to contact the Contractor using the communication methods available on the Site. Using the selected communication methods, the Parties agree on the specific types and specifications of the Services that will be provided to the Customer by the Contractor, the Technical Assignment, the method of payment for such Services, in accordance with the options provided by clause 4.2. of the Agreement, as well as other features regarding the provision of Services (hereinafter collectively referred to as the "Task").

3.4. Upon agreement on the Task, the Customer is obliged to fill out the form available on the Site regarding each format of the Services by following the link: https://dinoxtech.com/en/payment/, in accordance with the agreed format of the Services selected by the Customer.

3.5. Based on the agreement with the Customer in accordance with clause 3.3. of the Agreement and upon receiving information from the Customer in accordance with clause 3.4. of the Agreement, the Contractor begins to provide Services within the Task:

in case of the need to make a prepayment for the Services agreed upon by the Customer - from the moment of receiving the prepayment for the respective Services;
in case of agreeing on the terms of payment after the provision of Services - from the moment of receiving information from the Customer in accordance with clause 3.4. of the Agreement.

3.6. The Customer can check the results of the Services provided by the Contractor within the Task, within 30 (thirty) calendar days from the date of receiving the corresponding results of the Services on the conditions agreed upon by the Parties through communication tools available on the Website ("Trial Period"). In case of discrepancies between the results of the Services and the requirements of the relevant Technical Task within the time limits of the Trial Period ("Defect"), the Parties may agree on the procedure and deadlines for correcting such Defects in the results of the Services. The number of requests from the Customer for correction of Defects in the results of the Services within one Task is not more than 5 (five).

3.7. In order to provide the Services properly, the Contractor may cooperate with third parties within the framework of separate agreements between the Contractor and such third parties, unless otherwise determined by the Contractor.

3.8. The executor reserves the right to change:

third parties providing Services to the Customer within the framework of cooperation with the Contractor in accordance with the provisions of clause 3.7. of this Agreement;
date of commencement of provision of Services to the Customer;
the scope, cost of the Services and the procedure for returning the cost of the Services, as well as other features of the provision of Services under this Agreement.

3.9. The Contractor posts up-to-date information about the Services on the Site.

3.10. The Customer has the right to refuse to receive the Services by notifying the Contractor of such a decision in writing by sending a corresponding message using the agreed means of communication available on the Site. In such a case, the cost of the actually provided Services must be paid, and already paid funds are not returned, except for the cases provided for in this Agreement.

4. Cost of Services and payment procedure

4.1. Information about the cost of Services is posted on the Site and depends on the type of Services and the number of hours required to provide such Services, which are determined by agreement of the Parties in accordance with the terms of this Agreement.

4.2. The cost of the Services can be paid in one of the following ways:

by transferring 100% of the cost of the Services for the number of hours agreed by the Parties, which will be spent on providing the types of Services chosen by the Customer, in the form of a subscription;
by transferring 100% of the cost of the Services for the number of hours that were actually spent on providing the Services chosen by the Customer, in the form of post-payment.

4.3. The Customer pays for the Services by transferring the cost of the corresponding selected Services to the Contractor's bank account in full. Any payment in accordance with this Agreement is considered to have been made from the moment the funds are fully credited to the Contractor's bank account.

4.4. The Customer pays for the Services using the Payment System. For the purposes of transferring payments under this Agreement, the Payment System is LiqPay, unless otherwise specified by the Contractor. You can familiarize yourself with the terms of use of the Payment System at the following link: https://www.liqpay.ua/en/information/terms.

4.5. Payment is made in the national currency of Ukraine - hryvnia. At the same time, the cost of Services on the Site may be additionally indicated in another currency. The terms of currency conversion and value conversion are determined by the terms of the Payment System.

4.6. Refunds

As a general rule, we do not refund the cost of the Services paid by the Customer. However, if the Customer ordered the Services on a 100% subscription basis and is not satisfied with the quality of the Services and/or the Services were not provided, such Customer may notify the Contractor about this within 7 (seven) days from the moment the Services start to be provided in accordance with clause 3.5. of the Agreement using the agreed means of communication available on the Site, and the Contractor may return the cost of the respective paid Services in full or in part upon the agreement of the Parties. At the same time, the Contractor at his own discretion may deduct the amount of organizational and other expenses incurred by the Contractor in connection with the provision of the relevant Services in the amount of 10 (ten)% of the cost of the relevant Services from the amount paid by the Customer.

5. Rights and obligations of the Parties

5.1. Rights of the Customer:

receive from the Contractor the Services, the provision of which is provided for in this Agreement;
to be informed in a timely manner about the procedure for providing Services and changes to it.

5.2. Obligations of the Customer:

make payment for the Services on the terms specified in this Agreement;

comply with the terms of confidentiality and use of intellectual property rights, which are defined in this Agreement;
in the process of using the Payment System, including for payment of the Contractor's Services, be guided by the internal documents and terms of use of such Payment System at your own discretion. At the same time, the Contractor bears no responsibility for the Customer's use of the Payment System;
perform other duties assigned to the Customer by this Agreement and the current legislation of Ukraine.

5.3. Rights of the Performer:

terminate the provision of Services and unilaterally refuse to perform this Agreement in case of late and/or incomplete payment by the Customer of the cost of the Services in accordance with the terms of this Agreement and the agreements of the Parties;
terminate the provision of Services and unilaterally refuse to perform this Agreement in the event that the Customer violates the terms of this Agreement, including but not limited to the terms of confidentiality or the use of intellectual property rights established by this Agreement, or the terms of applicable legislation.

5.4. Duties of the Executor:

to provide Services to the Customer under the conditions specified in this Agreement;
ensure the proper quality of the provision of Services to the Customer in accordance with the terms of this Agreement.

6. Intellectual property rights

6.1. Artist Content

All rights to the Site and to any intellectual property on the Site, including but not limited to all content, information, design, text, graphics, visual interfaces, interactive features, logos, compilations, source and object code and other objects ("Content of the Artist") belong to the Artist or third parties who are our licensors and are protected by the relevant copyright, trademarks and other property rights (including intellectual property rights).
The modification, reproduction, distribution, sale, licensing, decompiling, copying, redistribution, use or publication of any part of the Site or the Artist Content, except as expressly permitted by this Agreement or otherwise, is strictly prohibited. The use of the Site does not give the Customer ownership rights to any intellectual property rights to any Content of the Performer. Placing information or materials on the Site does not constitute a waiver of any right to such information or materials.

6.2. Results of the Services

During the provision of the Services, the Customer receives certain results of the Services ("Service Results"). The exclusive intellectual property rights to the Results of the Services are transferred to the Customer from the moment of their creation, provided that the Customer has fully paid for the relevant Services, namely: the exclusive right to use the Results of the Services and the exclusive right to permit or prohibit any use, disposal and processing of the Results Services without limitation in terms of time and territory of use, including rights that exist today or will exist in the future, and which are provided for by the Civil Code of Ukraine, the Law of Ukraine "On Copyright and Related Rights", the Berne Convention on the Protection of Literary and Artistic Works (of the Paris Act dated 24.07.1971, amended on 02.10.1979), the World Convention on Copyright of 1952, as well as other international normative legal acts.
The parties agree that in order to create the Service Results and other intellectual property objects, the Contractor has the right to use materials that are the intellectual property of third parties and are distributed under the terms of free licenses (English open source). At the same time, the Customer alone bears full responsibility for any use by the Customer of the Results of the Services, which contain the intellectual property rights of third parties.

6.3. Objects of the Performer

The Contractor does not transfer any rights, including intellectual property rights, to the manner in which the Contractor creates the Deliverables of the Services, including, without limitation, the rights to any tools, software, prior knowledge, skills and experience and other information and pre-developed rights the Contractor's intellectual property ("Contractor's Objects"). The Contractor continues to own and have an unlimited right to use the Contractor's Objects for other purposes.
In the event that the Contractor's Objects are included in the Service Results, after full payment for the Services provided by the Customer, the Contractor grants such Customer a perpetual, royalty-free, non-exclusive, worldwide license with the right to sublicense the use, modification and copying of the Contractor's Objects as part of the Service Results. At the same time, any such license in relation to the Contractor's Objects is limited exclusively to its use by the Customer within the framework of the Service Results in accordance with the terms of this Agreement, and the Customer may not use the Contractor's Objects for any other purposes.

7. Confidential information

7.1. In the process of obtaining the Contractor's Services, the Customer may gain access to the Contractor's confidential information, which such Customer is obliged not to disclose to any third parties without the prior written consent of the Contractor.

7.2. The terms of confidentiality are valid during the entire term of this Agreement and 3 (three) years after the expiry of the term or termination of the Agreement.

7.3. The User is obliged to independently ensure the confidentiality of his access identifiers to the Account: registration name (login), e-mail address, password and other access identifiers that may be determined by the Contractor.

7.4. The Contractor bears no responsibility and does not indemnify for any actions related to the use of access identifiers to the User's Account.

8. Personal data

Please review our Privacy Policy, which describes our practices regarding the collection (processing), storage, transfer of personal data.

9. Liability

9.1. For non-fulfilment or improper fulfillment of obligations under this Agreement, the Parties bear the responsibility provided for by this Agreement and the current legislation of Ukraine.

9.2. If in the process of receiving Services from the Contractor or using the Site, the Customer will take actions that cause or may cause damage and/or losses to the Contractor or to third parties, including those who were engaged by the Contractor to provide the Services properly, the Customer shall obliged to compensate the Contractor and/or relevant third parties for all damages and losses caused.

9.3. In the event of a breach by the Customer of the terms of confidentiality or use of intellectual property rights provided for in this Agreement, the Customer is obliged to compensate the Contractor for all damages and losses incurred as a result of such a breach.

9.4. Limitation of liability

The Contractor provides the Services on an "AS IS" and "AS AVAILABLE" basis, in particular, the Contractor is not responsible and does not guarantee that in the process of providing the Services there will be no technical and/or any other problems, in particular, interruptions in the operation of the Site, as well as in the work of third-party services that the Contractor can use in the process of providing Services.
The Customer confirms that the Contractor is not responsible for the non-compliance of the Services with the subjective expectations of the Customer and his subjective assessment of the Services, as well as for the suitability of the results of the Services for the purposes of the Customer and the impact of the results of the Services on the results of the Customer's commercial activities.
The Contractor bears no responsibility for cases where the Services were not provided or were provided improperly through no fault of the Contractor.
The Contractor is not responsible for the Customer's lack of technical capabilities to receive the Contractor's Services, including, but not limited to, when the Customer does not have access to the Internet.
The Contractor is not responsible and does not compensate the Customer for damages arising from the unauthorized use of the Customer's personal data by third parties.
The Contractor is not responsible for any use of the Services by the Customer. Under no circumstances shall the Contractor be liable to the Customer or any third parties for any indirect, incidental, unintentional damages, including lost profit or lost data, unauthorized use of the Customer's personal data by third parties, damage to honor, dignity or business reputation, caused by in connection with the use of the Site and Services. In any event, the Contractor's total liability shall be limited to fifty (50) US dollars.

10. Force majeure

10.1. The Parties are fully or partially released from responsibility for failure to fulfill or improper fulfillment of the terms of this Agreement, which occurred as a result of force majeure (circumstances of force majeure), which became an obstacle for the Parties to fulfill their obligations in accordance with the terms of this Agreement.

10.2. Circumstances of force majeure (force majeure) include, without limitation, any extraordinary events, namely: war or hostilities, epidemics, pandemics, fires, natural disasters, accidents in power supply networks, changes in current legislation, which can interfere with the Party fulfill obligations under this Agreement or cause changes in the pricing procedure and fulfillment of the terms of the Agreement, as well as any other events that may be recognized by the court as a force majeure circumstance.

10.3. The Party for which the performance of this Agreement has become impossible due to the occurrence of circumstances of force majeure (force majeure) is obliged to notify the other Party of this no later than 10 (ten) calendar days from the moment of occurrence of such circumstances. Untimely notification of the occurrence of circumstances of force majeure (force majeure) deprives the relevant Party of the opportunity to refer to them.

10.4. The term of performance of obligations under this Agreement is extended for the period of force majeure. If force majeure continues for more than 30 (thirty) calendar days, each of the Parties has the right to demand termination of this Agreement.

10.5. The occurrence of circumstances of force majeure (force majeure) is confirmed by a document issued by the relevant authorized body.

11. Term of validity of the Agreement and the procedure for its termination

11.1. The contract is considered concluded after the Customer has performed the actions provided for in clause 1.4. of this Agreement, and is valid until the Parties fully fulfill their obligations under this Agreement.

11.2. The Customer has the right to terminate this Agreement at any time by notifying the Contractor of such a decision in writing using the communication methods available on the Site, unless the Contractor determines a different procedure for termination of the Agreement for the Customer. In such a case, the cost of the actually provided Services must be paid, and already paid funds are not returned, except for the cases provided for in this Agreement.

11.3. The Contractor has the right to terminate this Agreement unilaterally at any time in case of violation by the Customer of the terms of this Agreement, applicable legislation or for any other reasons determined at the discretion of the Contractor. In such a case, the cost of the actually provided Services must be paid, and the funds paid by the Customer to the Contractor under this Agreement shall not be returned to the Customer in any case.

12. Final provisions

12.1. Changes to the Agreement

We reserve the right, at our sole discretion, to change this Agreement at any time by posting an updated version on the Site.
We will notify you of any material changes at least 15 days prior to the effective date of such changes. If you do not agree with such changes, you have the right to refuse to receive our Services and stop using our Site during such 15 days. Continued use of the Site and Services after the changes take effect will signify your agreement to the updated terms of the Agreement.
At the same time, for Customers who have already ordered the Services of the Contractor, the changes will come into force in the case of the next order of Services.

12.2. Settlement of Disputes

In cases where a dispute arises between you and us, our goal is to provide you with a neutral and cost-effective way to resolve it quickly. In the event of a dispute, we recommend that you first contact us using the means of communication available on the Site to attempt to resolve your issue directly with us.
Any disputes or claims arising out of or relating to this Agreement, and which cannot be settled directly between us and you, must be resolved by the appropriate court of Ukraine.

12.3. Completeness and indivisibility of the Agreement

This Agreement supersedes all prior terms, agreements, discussions and proposals regarding the Services and the Site and constitutes the entire agreement between you and us with respect to your access to and use of the Site and the Services, except as otherwise provided in this Agreement.
The failure to enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any part of this Agreement is held to be unenforceable, that part will not affect the enforceability of the other provisions of the Agreement, which will remain in full force and effect.
In the event that the Parties enter into a separate agreement regarding the Services, the terms of such separate agreement shall prevail. Termination or modification of this Agreement will not affect or lead to the termination or modification of any other agreements between the Contractor and the Customer.

12.4. Applicable law

All issues related to the Services, the Site and this Agreement are governed by the laws of Ukraine.

12.5. Reparation

You use the Site and Services at your own risk and responsibility. You agree to indemnify and hold us and our affiliates, partners, officers, directors, agents, contractors, licensors, service providers and employees harmless from any claims, demands, liabilities, including reasonable attorneys' fees, that related to your use of the Site and Services, or any violation of this Agreement or applicable law.

13. Contact us

You can contact us with any questions regarding the Site and Services using the means of communication available on the Site at the following link: https://dinoxtech.com/en/contact-us/