Joining Agreement
This Agreement until the moment of its acceptance by a specific user is an open offer (offer) (hereinafter - the offer) of the Limited Liability Company "APS SOLUTIONS SERVICE" hereinafter - the Operator), which is posted on the Internet at the web address: salesbook.com.ua/en/PublicOffer and is a contract of accession (hereinafter - the Contract) within the meaning of Art. 634 of the Civil Code of Ukraine and Part 4 of Art. 179 of the Commercial Code of Ukraine, which can be concluded by joining the user to all its conditions as a whole, without the possibility to propose their conditions and/or any changes to the Agreement.
By joining the Agreement, the Customer confirms that he has fully familiarized himself with the terms of the Agreement, does not have any objections and/or reservations regarding the terms of the Agreement, unconditionally agrees with the terms of the Agreement and undertakes to comply with the terms of the Agreement.
The Agreement is considered concluded in written (electronic) form from the moment of its acceptance by the Customer, without the Parties signing the Agreement on paper.
1. Terms and their definitions
| 1.1 | In the Agreement, the following terms are used in the following sense: |
| 1.1.1 | Acceptance – full and unconditional acceptance by the Customer of the terms of the Agreement by registering in the SalesBook Online Service. |
| 1.1.2 | The website is salesbook.com.ua . |
| 1.1.3 | SalesBook online service (hereinafter - SalesBook online service and/or online service) is the result of computer programming (a computer program within the meaning of the Law of Ukraine "On Copyright and Related Rights") in the form of software, access to which provided to users through an individual interface (personal account) via the Internet and provides: exchange of information and documents of customers/buyers with participants/sellers, interaction of customers/buyers with participants/sellers at all stages of conducting tenders or other procurement methods, creation of purchase announcements / sale of goods, works, services, etc. Functional capabilities of the software are maintained by the Operator in an up-to-date state, as well as constantly supplemented and developed in accordance with the internal policy of the Operator. |
| 1.1.4 | Access to the SalesBook online service — providing the opportunity to use the "SalesBook Online Service" software exclusively according to its functional purpose under the terms of the Agreement, during the paid time (period) in accordance with the Tariffs. |
| 1.1.5 | A personal account is a typical interface provided to a registered user, through the use of which the user receives personalized access to the software. Access to the user's personal account is provided after registration on the online service using individual credentials (login and password) that identify the user when connecting to the software. |
| 1.1.6 | User credentials are the unique user name (login) and password for entering the SalesBook Online Service, specified by the User during registration on the SalesBook Online Service, as well as any information about the user posted by him on the SalesBook Online Service. The user's login in the online service corresponds to the e-mail specified during registration |
| 1.1.7 | The Customer (User) is a person (natural person, natural person-entrepreneur and/or legal entity) who has lawfully obtained access to the software under the conditions specified in this Agreement and is the end user of the software. |
| 1.1.8 | Privacy policy — detailed rules and conditions posted on the Internet at the address: salesbook.com.ua/en/PublicLicense, which regulate issues related to the receipt, storage, processing, use and disclosure of personal data and information. |
| 1.1.9 | Parties — for the purposes of this Agreement, the Parties are understood as the Operator and the user who, by his conclusive actions to fulfill the terms of this Agreement, gave consent, accepted the proposed offer, and acquired the status of a verified user of the Online Service SalesBook. |
| 1.1.10 | The tariff is a document that defines the price for the set of proposals offered to the Customer by the Operator regarding the scope of software functionality, posted on the website on the Internet and is an integral part of the Agreement. |
2. General provisions
| 2.1 | In accordance with Articles 205, 634, 638-642 of the Civil Code of Ukraine, in the case of acceptance of the conditions set out in the offer, by taking conclusive actions regarding the fulfillment of the conditions of the offer, a natural person, an individual entrepreneur or a legal entity that conducts the acceptance of this offer (acceptance of the offer equivalent to the conclusion of the Agreement on the terms set forth in the offer), becomes a user of the online service (hereinafter - the user). Each user is assigned his own Personal Account login. |
| 2.2 | A legal entity or an individual entrepreneur accepting this offer confirms the fact that it is not included in the list of persons subject to activity restrictions on the territory of Ukraine and are not persons subject to special economic and other restrictive measures in accordance with the Law of Ukraine. On sanctions" and in the cases stipulated by the Law of Ukraine "On the creation of a free economic zone "Crimea" and on the peculiarities of economic activity in the temporarily occupied territory of Ukraine." |
3. Subject of the Agreement
| 3.1 | In accordance with this Agreement, the Operator provides the Customer with access to the software in the form of the SalesBook online service (hereinafter - Access) with the right to use the specified software exclusively for its functional purpose. |
| 3.2 | The user agrees to the terms and undertakes to comply with the Privacy Policy (available on the Internet at the link salesbook.com.ua/en/PublicLicense ), which is an integral part of the Agreement, and by his registration on the online service confirms his unconditional consent to its observance. |
| 3.3 | User registration on the online service is carried out independently by entering data in the appropriate fields of the registration form. |
| 3.4 | According to the Agreement, the Customer has the right to use the software according to its functional purpose in the following ways: to create, place, publish and exchange information in electronic form. |
| 3.5 | The scope of functionality of the software depends on the tariff selected by the Customer. |
4. Terms of access
| 4.1 | Access to the software is granted by the Operator to the user during the term of the Agreement, but, in any case, not earlier than the date of user verification (activation of the Personal account). |
| 4.2 | The Customer can access the software only on the basis of the created user account, which identifies the user when connecting to the software. |
| 4.3 | The date of starting the provision of access to the software and, accordingly, the acceptance of the offer is the date of user registration on the online service. |
| 4.4 | Specifying incomplete or inaccurate information by the user when filling out the registration form is grounds for the Operator's refusal to grant such user the status of a registered user and access to online services. The operator reserves the right to correct the data entered during user registration in accordance with open information from the Unified State Register of Legal Entities, Individual Entrepreneurs, and Public Organizations. |
| 4.5 | Access is provided on an "as is" basis (the generally accepted international principle of "as is"), which does not exclude the possibility of errors in the software and does not guarantee that the provision of access to the use of online services will meet the goals and expectations of the user or any other persons. |
5. Rights and obligations of the Parties
| 5.1 | The customer has the right to: |
| 5.1.1 | to use the software within the limits of its functionality depending on the tariff chosen and paid by the Customer; |
| 5.1.2 | send the Operator their suggestions and recommendations on the quality of the software; |
| 5.1.3 | set up access to the software, in particular, by entering an individual login and password; |
| 5.1.4 | contact the Operator for consulting and technical support; |
| 5.1.5 | to realize other rights stipulated by the Agreement. |
| 5.2 | The customer undertakes: |
| 5.2.1 | pay for the provided access according to the price specified in the tariffs; |
| 5.2.2 | familiarize yourself with and fully comply with the requirements of the Privacy Policy and the terms of this Agreement; |
| 5.2.3 | bear responsibility for actions performed in or through his Personal Account; |
| 5.2.4 | not to transfer the login and password from your personal account to third parties; ensure access to your personal account only to duly authorized persons; |
| 5.2.5 | in the case of any changes to the information specified by him during registration, he independently makes the corresponding changes to the information specified by him during registration. The customer bears all possible risks associated with improper execution of this clause of the Agreement; |
| 5.2.6 | do not resort to decompilation or disassembly of the software or its parts; |
| 5.2.7 | do not disclose the technology, do not disassemble, do not reassemble, do not ask to obtain the original (initial) text (code) of the software in a second way; |
| 5.2.8 | not to use any hardware and/or software for unauthorized use of the software; |
| 5.2.9 | timely and properly fulfill other obligations stipulated by the Agreement; |
| 5.2.10 | not to use the software, including information obtained as a result of using the software, for activities prohibited by the legislation of Ukraine. |
| 5.3 | The operator has the right to: |
| 5.3.1 | change the provisions of the confidentiality policy and the terms of this Agreement. At the same time, the Operator is obliged to notify the user of such changes by posting a new version of the document on the website; |
| 5.3.2 | change the technical characteristics and interface of the software at their discretion; |
| 5.3.3 | to provide consulting and technical support for software work to the Customer; |
| 5.3.4 | receive timely and full payment for access to the software in accordance with the terms of this Agreement; |
| 5.3.5 | will change the scope of functionality of the software and the size of the access cost by publishing a new version of the tariffs on the website. The new version of tariffs comes into force from the moment of posting on the website, unless otherwise determined by the Operator; |
| 5.3.6 | to use anonymized data about auctions organized by the Customer or in which the Customer took part, as well as anonymized data about the results of such auctions in its economic activity, in particular, for keeping statistics, as well as to transfer such anonymized data to third parties for their processing and publication of the results of such processing; |
| 5.3.7 | in the case of improper fulfillment by the Customer of its monetary obligations for payment for access to the software or violation by the Customer of the terms of use of the software defined by the Agreement, the Customer will be completely suspended from using the software until the moment of proper fulfillment of the monetary obligations in full or the elimination of the relevant violation. The customer bears all possible risks associated with the suspension of the possibility of using the software; |
| 5.3.8 | at its own discretion, involve third parties in the execution of the Agreement, remaining at the same time responsible to the Customer; |
| 5.3.9 | use any hardware and/or software to ensure copyright protection, control over use and prevent unauthorized use of the software; |
| 5.3.10 | conducts technological breaks in the availability of software. Technological interruptions may be made, including to restore the functionality of the software; |
| 5.3.11 | to exercise other rights provided for by the Agreement and the legislation of Ukraine; |
| 5.3.12 | within the scope of fulfilling the obligations under this Agreement, the Operator has the right to place (publish) the trademark (sign for goods and services) and/or commercial (brand) name of the Customer on its website and the website of the Customer's partner, namely: www.aps-smart.com ; |
| 5.3.13 | within the scope of fulfilling the obligations under this Agreement, the Operator has the right to place (publish) the trademark (sign for goods and services) and/or the commercial (brand) name of the Customer in its presentation materials, to mention them during forums, conferences, round tables and other similar measures, solely for the purpose of notifying the Customer of the provision of Services. |
| 5.4 | The operator undertakes: |
| 5.4.1 | ensure the possibility of using the software by the Customer under the conditions specified in the Agreement; |
| 5.4.2 | ensure information security of the software; |
| 5.4.3 | not to disclose confidential information, except for the cases specified by the Agreement. |
6. Contract price and settlement procedure
| 6.1 | The price of the Agreement consists of the total amount of money paid by the Customer to the Operator as a fee for providing access to the SalesBook online service. |
| 6.2 | The price of access to the SalesBook online service is determined according to the tariffs chosen by the Customer, which are posted at the link: salesbook.com.ua/en/rates . |
| 6.3 | Access to the SalesBook online service is provided on the basis of 100% prepayment. |
| 6.4 | Payment for access to the SalesBook online service is made: |
| 6.4.1 | in non-cash form , if the Customer is an individual entrepreneur and/or a legal entity, by transferring funds from the Customer's current account to the bank details specified in the invoice for payment. The payment invoice is generated automatically on the online service. To create a payment invoice, the User must click the "Create payment invoice" button. Payment is made in compliance with the rules specified in the payment invoice. The date of due fulfillment of the Customer's monetary obligation is the date of crediting the funds to the Operator's current bank account. |
| 6.4.2 | card on the website , if the Customer is an individual. Payment is made by the User on the website via the Internet, using bank cards (VISA, MasterCard) through the WayForPay payment system, as well as Google Pay and Apple Pay services. To pay, the User must select a tariff and click the "Buy" button. Next, the User will be directed to the secure server of the payment system, where he can choose a convenient payment method, enter the card details and make the payment. |
| 6.5 | All commission payments incurred by the Customer when paying by cashless prepayment and/or card on the website are paid by the Customer, unless otherwise provided by the relevant payment system, remote service system or the Customer's bank. |
| 6.6 | All questions that may arise regarding payment, the User can send to the Operator at the e-mail address support@salesbook.com.ua . |
| 6.7 | Access is considered to be provided properly and in full under the Agreement from the moment the Customer receives access to the scope of functionality of the SalesBook online service in the Personal Account, depending on the tariff selected and paid by the Customer. |
| 6.8 | When paying for access in non-cash form by the Customer, a natural person-entrepreneur and/or a legal entity, the fact that the Operator has properly provided access to the SalesBook online service is evidenced by the signing between the Operator and the Customer of the Act of granting access (hereinafter - the Act), which is drawn up by the Operator as of the latest date of the month in which the payment was made by the Customer, in the form of an electronic document and submitted for signature to the Customer by the 7th of the month following the reporting month. The Customer must accept and sign the Act within 3 (three) working days from the date of receipt or, if the Customer has comments on the Act and/or access to the SalesBook online service, within the same period of 3 (three) working days, provide The operator is refused to sign the Act, with a list of identified deficiencies, inconsistencies, and comments (hereinafter - Reasoned refusal).In the absence of a claim within the period provided for in this clause, the Act is considered to be signed, and access to the SalesBook online service is actually granted. |
| 6.9 | The transfer and signing of electronic documents (Acts, Reasoned refusals) is carried out using the Vchasno online service of electronic document circulation, located on the Internet at the link vchasno.ua . |
| 6.10 | The Operator has the right to revise the Tariffs, at the same time, such changes enter into force from the moment the changed Tariff is posted on the website, unless otherwise determined by the Operator. |
7. Liability of the Parties
| 7.1 | For non-fulfillment or improper fulfillment of the terms of the Agreement, the Parties bear the responsibility specified in the Agreement. |
| 7.2 | The Operator is not responsible for any damages and/or losses and/or damages suffered by the Customer due to the fact that he has an inappropriate software and hardware complex necessary for the use of the software, namely: |
| 7.2.1 | lack of the Customer's computer equipment with the necessary set of software and technical capabilities that allow the use of the software; |
| 7.2.2 | the presence of restrictions and settings that do not allow the Customer to fully use the software; |
| 7.2.3 | impossibility of using the software due to infection of the Customer's computer equipment with malicious programs, including viruses; |
| 7.2.4 | deficiencies in the operation of the network infrastructure, which made it impossible to fully use the software; |
| 7.2.5 | deficiencies in the operation of network systems and restrictions introduced by the Customer's provider, as well as failures in the hardware and technical complex of the Customer's provider, which led to unregulated and unpredictable disconnections of the Customer from the Internet and did not allow the Customer to fully use the software. |
| 7.3 | The Operator is not responsible for any damage and/or loss and/or damage suffered by the Customer, if the reason for this was: |
| 7.3.1 | ignorance, non-fulfilment or improper fulfillment by the Customer of the requirements and procedures specified in this Agreement and the Privacy Policy, which led to the Customer assuming obligations to other persons and negatively affected the Customer's business reputation; |
| 7.3.2 | improper storage and unauthorized transfer by the Customer of the login and password for entering the Customer's personal account, which led to the Customer assuming obligations to other persons; |
| 7.3.3 | actions performed in the software on behalf of the Customer, which caused a change in information about the Customer, which negatively affected his business reputation. |
| 7.4 | The operator is not responsible for: |
| 7.4.1 | the Customer's actions that contradict the current legislation of Ukraine and/or the Agreement and/or the Privacy Policy, which caused damage to third parties, or led to any other negative consequences for third parties; |
| 7.4.2 | actions taken in the software by third parties that contradict the current legislation of Ukraine and/or the Regulations, which caused damage to the Customer, or led to any other negative consequences for the Customer; |
| 7.4.3 | conclusion/non-conclusion and/or execution/non-execution of contracts concluded as a result of organized bidding; |
| 7.4.4 | for any actions performed in the software through the Customer's personal account; |
| 7.4.5 | posting of information by the Customer, as a result of which it became known to third parties who used or may use it to harm the Customer; |
| 7.4.6 | content of information posted by other users in the software; |
| 7.4.7 | any actions taken by users in the software. |
| 7.5 | The parties agree that all actions performed in the software by the person who entered the relevant registration name (login) and password specified in the personal account and by which the software identified him as the Customer belong to the person representing the Customer, those themselves are considered committed by the Customer and create appropriate legal consequences for him. |
| 7.6 | The Operator's liability arises in the event that the inability of the Customer to fulfill his obligations occurred as a result of a significant violation by the Operator of the terms of this Agreement, the legislation of Ukraine. The Operator indemnifies the Customer for documented damages caused by the Operator's fault due to non-performance or improper performance of the Agreement, including the amount of fines (penalties, fines), etc., for any lawsuit or claim, in an amount and in an amount that cannot exceed 100% of the amount paid The Customer of Access during the period in which such events occurred and caused such damages. |
| 7.7 | The customer is responsible, including to third parties, for the reliability and completeness of information and documents provided to the Operator and placed in the software, improper conduct of electronic trading procedures. |
| 7.8 | The customer bears sole responsibility for the organization of auctions for goods/works/services, for which, according to the current legislation of Ukraine, auctions must be conducted on commodity exchanges or in compliance with the Law of Ukraine "On Capital Markets and Organized Commodity Markets". |
| 7.9 | In accordance with the terms of this Agreement, the Operator does not control the information and content that is posted, transmitted, stored by the Customer and third parties using the software and, therefore, does not guarantee their accuracy, completeness, quality and does not bear any responsibility for their content. |
8. Circumstances of force majeure (force majeure)
| 8.1 | The period for the Parties to fulfill their obligations under the Agreement may be suspended in the event of force majeure (force majeure). |
| 8.2 | Force majeure circumstances (circumstances of force majeure) are extraordinary and unavoidable circumstances that objectively make it impossible to fulfill the obligations stipulated in the terms of the Agreement, obligations according to legislative and other regulatory acts, namely: natural disaster (fire, storm, flood, earthquake, etc.) or social phenomena (military actions, acts of terrorism, blockade, strike, revolution, mutiny, rebellion, mass riots, cyber attacks, prohibitions and restrictions arising from regulatory documents of state authorities that make it impossible for the Parties to implement of their obligations under this Agreement, etc.) - provided that these circumstances directly affected the fulfillment of obligations under this Agreement. |
| 8.3 | The Party affected by force majeure circumstances must notify the other Party within 3 (three) calendar days from the date of occurrence of such circumstances. |
| 8.4 | After the termination of the force majeure circumstances, the period of performance of obligations is renewed. |
| 8.5 | If force majeure continues for more than 30 (thirty) consecutive calendar days, the Parties have the right to terminate the Agreement. At the same time, damages caused by its termination are not compensated. |
| 8.6 | A certificate issued by the Chamber of Commerce and Industry of Ukraine is sufficient proof of the influence of force majeure circumstances on the ability of the parties to fulfill their obligations under this contract. |
9. Resolution of disputes
| 9.1 | All disputes that may arise under the Agreement are resolved by the Parties through negotiations. |
| 9.2 | If the Parties cannot resolve the dispute through negotiations, such dispute shall be resolved in court, in accordance with the current legislation of Ukraine. |
10. Term of validity and change of terms of the Agreement
| 10.1 | The contract comes into force from the moment it is posted on the Internet at the address: salesbook.com.ua/en/PublicOfferand is valid until the Operator withdraws it. |
| 10.2 | The operator reserves the right to unilaterally make changes to the Agreement and the conditions of the offer, to withdraw the offer at any time at its own discretion. In the event that the Operator makes changes to the Agreement (offer), such changes shall enter into force from the moment the amended text of the Agreement (offer) is posted on the Internet at the address: salesbook.com.ua/en/PublicOffer, unless a different effective date changes are not additionally determined by such placement. In this case, the new version of the Agreement (offer) shall enter into force both for all persons who intend to accept the offer, and for users who have already concluded the Agreement (accepted the offer). |
| 10.3 | Acceptance of the offer by the user, carried out in accordance with clause 4.3 of the offer, determines the conclusion of the Agreement on the terms of the offer. |
| 10.4 | The contract enters into force from the moment of acceptance of the offer by the user and is valid for 1 (one) year. 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 to be extended for each subsequent year. |
| 10.5 | The contract can be terminated: |
| 10.5.1 | at any time with the consent of the Parties; |
| 10.5.2 | 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; |
| 10.5.3 | The Operator has the right to terminate the Agreement unilaterally in case of violation by the Customer of the terms of the Agreement and/or the Privacy Policy, notifying the Customer of such termination 10 (ten) calendar days before the scheduled date of termination. If there is a balance of the subscription, the Operator returns it to the Customer within 3 (three) working days from the date of termination of the Agreement. |
11. Use of objects of intellectual property rights
| 11.1 | Simultaneously with providing access to the software, the Operator grants the Customer the right to use the Objects of intellectual property under the terms of a simple non-exclusive license for such software (within the meaning defined in part 3 of clause 3 of Article 1108 of the Civil Code of Ukraine) in the ways specified in this Agreement exclusively with in order for the user to gain access to the Operator's online service under this Agreement. The term of granting the license is limited to the term of validity of this Agreement. The territory of use of the software according to the location of the Customer. |
| 11.2 | For the avoidance of doubt and other interpretation, this Agreement does not provide for the alienation of the exclusive right, the granting of the right to use under the terms of an exclusive license for any results of intellectual activity belonging to the Operator. The Customer's rights to use the Software are established by the provisions of this Agreement. |
| 11.3 | The user has no right to distribute, change, modify, adapt, translate, compile, decompile, reverse engineer, create derivative products, make attempts to disclose the source code, copy, analyze data, use ITS, including its online services in a way that does not provided for by its functional purpose, to carry out any other improper use of Objects of intellectual property rights without the written permission of the Operator. |
| 11.4 | By accepting the terms of this offer, the User also grants the Operator a simple (non-exclusive) license to use materials that the user places on the online service and that contain objects of intellectual property rights, for use in all countries of the world. |
| 11.5 | The specified simple (non-exclusive) license for the use of materials that the user places on the online service and that contain objects of intellectual property rights is granted simultaneously with their uploading to the online service for the entire term of the exclusive rights to copyright objects and (or) related rights forming such content for use in all countries of the world. |
12. Other conditions
| 12.1 | The terms of this Agreement have the same binding force for the Parties. |
| 12.2 | The Parties have agreed that any documents, information and any information that became known to the Parties in the process of performing the Agreement are confidential and may not be transferred to third parties, except when otherwise provided by the legislation of Ukraine and/or the Agreement, and/or cases of lawful use of such information in accordance with the Agreement. |
| 12.3 | The Parties have agreed that reaching an agreement between the Parties on any issues under the Agreement is possible through electronic correspondence between the Parties and/or through the interface and functionality of the software, except for cases where otherwise determined by the Agreement. |
| 12.4 | By accepting the Agreement, the Customer gives his unconditional and absolute consent to the possibility of audio-recording by the Operator of any telephone conversations between the Parties, their employees and/or representatives, and also provides notification and obtaining consent from his employees/representatives regarding such audio-recording and independently bears any risks and liability associated with audio recording of conversations. The specified audio recording of conversations can be carried out exclusively for the purpose of quality control of the use of the software and is of a confidential nature, however, the recording of audio recording of conversations can also be used as evidence in resolving disputes between the Parties, including in court proceedings. |
| 12.5 | By concluding the Agreement, the Parties, in accordance with the Law of Ukraine "On Protection of Personal Data", give each other unconditional consent to the collection, storage, processing and use of personal data, which the Parties exchange in the process of concluding and executing the Agreement for the purpose of fulfilling the obligations under the Agreement. |
| 12.6 | The operator guarantees that it has the right to grant the license and that the granting of the license will not lead to the violation of the intellectual property rights of any third parties. |
13. Details of the Operator
"APS SOLUTIONS SERVICE" LLCLegal address: 03061, Kyiv, str. Mykola Shepeleva, 6
Location: 04112, Kyiv, str. Aircraft designer Ihor Sikorskyi, 8
EDRPOU code 40813114
IBAN UA523052990000026003015034845 in JSC CB "PRIVATBANK"
Email: support@salesbook.com.ua
Phone: +38 044 333 80 79
Payer of the single tax on the 3rd group. Not a VAT payer.
