Terms and Conditions of Service

1.INTRODUCTIONWelcome to AKURATA! We are happy you chose our Akurata Online Electronic Document Management Service, the software product (Software-as-a-Service) in the form of an online service designed to automate electronic document management processes between users, which involves signing, sending, receiving and storing electronic documents online at https://akurata.io/.  Please read these Terms of use (“Agreement”) fully and carefully before using the Service (as described below). This Agreement sets forth the legally binding terms and conditions for use of the Website and the Service. BY REGISTERING FOR AND/OR USING THE SERVICE IN ANY MANNER, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND ACCEPT THIS AGREEMENT AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES REFERENCED HEREIN, EACH OF WHICH IS INCORPORATED HEREIN BY THIS REFERENCE AND EACH OF WHICH MAY BE UPDATED FROM TIME TO TIME AS SET FORTH BELOW, TO THE EXCLUSION OF ALL OTHER TERMS. You may not use the Service if you do not unconditionally accept this Agreement. If you are accepting on behalf of an organization, you represent and warrant that you have the authority to do so; however, if your organization has entered into a separate contract in writing with VCHASNO SERVICE LLC covering its use of the Service, then that contract shall govern instead.In these Terms of use (“Agreement”), “Client” shall refer to you, unless you are accepting on behalf of a company in which case “Client” shall mean that organization; and “Company” shall mean a Ukrainian company Limited Liability Company VCHASNO SERVICE with an address at Premise 604, Bld. 4H, 201-203 Kharkivske Shose, Kyiv 02121, Ukraine, registration number 41231992. The Company and the Client are each referred to in this Agreement as a “Party” and collectively as the “Parties.”If you are accepting these Terms of use (“Agreement”) on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these Terms and Conditions; (ii) you have read and understand the Terms of use (“Agreement”); and (iii) you agree, on behalf of the party that you represent, to these Terms of use (“Agreement”).Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms and Privacy Policy and other rules established by the service. These Terms apply to all visitors, users, and others who wish to access or use the Service. 2. TERMS AND DEFINITIONS2.1. Akurata Online Electronic Document Management Service (“Service”) shall mean the software product (Software-as-a-Service) in the form of an online service designed to automate electronic document management processes between Users, which involves signing, sending, receiving and storing electronic documents online at https://akurata.io/.    2.2. User shall mean an individual or a legal entity, which in the electronic document flow process is the sender of an electronic document that has been registered and activated in the Service at https://akurata.io/.2.3. Tariffs shall mean the Service access fee, which is set at the link - https://akurata.io/. 3. SUBJECT MATTER OF THE AGREEMENT 3.1. The subject matter of this Agreement is granting the Company access to the Service by the User, which Service ensures the transfer and exchange of electronic documents between the users and access to electronic documents stored using the Service (the “Services). 4. TERMS AND CONDITIONS OF THE SERVICES 4.1. To use the Service, the User shall register at https://app.akurata.io/auth/registration/register-user/?&utm_source=weare&utm_medium=landing&utm_campaign=mainlanding by completing all fields of the respective registration form. 4.2. In order to send an electronic document using the Service, the User shall enter all the necessary information about the сounterparty into the form available to the User in the User’s personal account, create or download an electronic document file and send such document to the counterparty. If the User’s counterparty is not a registered participant in the Service at the time the electronic document is prepared or sent by the User, such counterparty shall go through the procedure for its registration and activation in the Service. Following the registration and activation, the User’s counterparty – the electronic document recipient – shall be able to sign such document and send the electronic document to the User using the Service or reject the document.4.3. The Company shall provide the Services during the term of this Agreement. The provision of the Services shall commence on the earlier of the dates of the Events set out below: (1) the date following the date the prepayment is received on the Company’s bank account; or (2) the date of the first dispatch of the document by the User. 5. PRICE OF THE SERVICES AND TERMS AND CONDITION OF PAYMENT FOR THE SERVICES5.1. The total price of the Agreement consists of the amount of the cost of services provided by the Company and received by the User during the entire term of the Agreement.5.2. The price of access to the Service is determined according to the Tariffs selected by the User, which are posted at the following links: https://akurata.io/.5.3. The Company has the right to review and amend the Tariffs. In this case, the updated Tariffs come into force from the moment of posting at the link: https://akurata.io/, unless another term of entry into force of the changes is additionally provided by the Company.5.4. The cost of the access Service for the relevant reporting period is calculated based on the number of days of providing the access Service in the relevant reporting period multiplied by the price of 1 (one) day of providing the access Service in accordance with the selected Tariff. The parties agreed that the reporting period is one 1 (one) calendar month.5.5. The payment for Services shall be made by wire transfer, in US dollars, by transferring the prepayment to the Company’s current account specified in the relevant invoice.5.6. At the end of each reporting period of the provision of Services for the amount of the price of Services in accordance with the selected Tariff, on the basis of the number of days of access to the Service, the Parties shall draw up the Certificate of services (“Certificate”).The Parties have agreed that the Certificate is the primary document certifying the fact of proper provision by the Company and receipt by the User of the Access Service in accordance with this Agreement. 5.7. The Parties shall draw up the Certificate in the following order:for the Services actually provided for the reporting period, the Company shall send the User the Certificate not later than the 15th (fifteenth) day of the month following the reporting period, provided that the User provides reliable and complete information for sending.The User shall accept the Services provided and sign the Certificate within 5 (five) working days of its receipt from the Company or, if the User has any comments to the certificate and/or Services, it shall within 5 (five) working days provide the Company with the refusal to accept the Services and sign the certificate, specifying the list of detected defects and comments (hereinafter – the Reasonable Refusal).In case if the User fails to provide the signed certificate or Reasonable Refusal, the Services provided shall be deemed to have been accepted by the User. 5.8. All settlements between the Parties shall be made in non-cash form in US dollars. The day of payment is considered to be the day of crediting funds to the Company's bank account.5.9. The User shall additionally pay the bank fees (if any), so that the amount of the Services provided for in this Agreement is fully credited to the Company's bank account.5.10. According to Article 186' of the Tax Code of Ukraine, the location of the User is considered to be the place of providing the access service.
6. LIABILITY OF THE PARTIES6.1. For non-performance or improper performance of the Agreement, the Parties shall be held liable in accordance with this Agreement and applicable laws of Ukraine. 6.2. The User is fully liable for his actions when using the Service as well as for actions of the User’s representatives in the Service and actions of the persons on their behalf using their personal data.The User is fully liable for the information provided to the Company during registration, payment and/or use of the Service.6.3. If penalties are imposed on the Company by the relevant state authorities as a result of illegal actions of the User and/or other persons authorized by the User, the Company is obliged to reimburse the User for all real damages caused by such illegal actions within 5 (five) banking days from the date of receipt by the Company of a reasonable claim from the User confirming the damage to the User.
7. LIMITATION OF THE COMPANY’S LIABILITY7.1. The Service is provided “as is”, i.e. without warranties of any kind, including warranties of its usability for the purposes set by the client, warranties regarding quality or performance capability, or conformance of the service to the client’s goals and expectations.7.2. The Company shall not bear responsibility for quality and performance characteristics of the service, either evident or assumed. Under no circumstances shall Service be liable in the event a third-party platform restricts, either temporarily or permanently, access to third-party content in such a manner that would cause any part of the content provided through the services to no longer be accessible to the client. The User is solely responsible for obtaining, subscribing, installing, maintaining, and operating all adequate software (such as a browser), hardware, computer equipment, or otherwise necessary to use of the Services. The company may not be held liable for any defects or delays in the service arising as a result of any problem associated with the internet.7.3. The Company shall bear no responsibility towards the User, its employees, clients, or third-parties for direct or indirect damage, loss of profit, or other losses that may be related to usage of the Service, including, but not limited to, related to possible interruptions of work, equipment incompatibility, necessity to change configuration, or interruption of business. The company bears no liability for unauthorized use of the client’s account by third-parties.7.4. The Company shall not control information and content uploaded, transferred, or stored by the client, its employees, Users, or third-party from the client’s side using the service and, consequently, the company does not give any warrants in respect on accuracy, completeness, or quality thereof, and bears no liability for its content.
8. RIGHTS TO THE RESULTS OF INTELLECTUAL ACTIVITY8.1. Akurata Online Electronic Document Management Service is the result of the intellectual activity of the Company and is protected according to the applicable copyright law. The Company warrants that it possesses all the rights necessary for entering into the present Agreement.8.2. The Company is the sole owner of all exclusive rights to the results of intellectual activity related to the Service, including design elements, text, graphic images, illustrations, and other objects located on the Service, as well as components and elements thereof, and information. 
9. FORCE MAJEURE CIRCUMSTANCES9.1. The Parties shall be released from liability for partial or complete failure to fulfill or improper fulfillment of their obligations hereunder, if such failure or improper fulfillment resulted from any circumstances of insuperable force, i.e., extraordinary and unavoidable events which might not be foreseen or prevented by the Parties (force majeure circumstances), namely: fire, flood, earthquake, strikes, mass disorders, riots, wars or actions of any governmental authorities and other circumstances which make it impossible for the Parties to fulfill their obligations hereunder, provided that such circumstances affected directly the possibility of the Parties to fulfill their obligations hereunder.9.2. In case if any force majeure circumstances occurred within the term of this Agreement, the time for fulfillment of the obligations hereunder shall be extended for their duration.9.3. The affected Party shall notify the other Party in writing in respect of any force majeure circumstances without delay, but in any case within three (3) calendar days of their occurrence. The same requirement shall apply to the termination of the said force majeure circumstances. The late notification in respect of the occurrence of any force majeure circumstances shall deprive the relevant Party of its right to refer to them as a ground for release from the liability for failure to fulfill or improper fulfillment, complete or partial, of its obligations hereunder. The force majeure circumstances shall be confirmed by the certificate issued by the competent authority of the relevant country.
10. DISPUTE SETTLEMENT PROCEDURE10.1. All disputes and controversy arising out of this Agreement shall be settled by the Parties through negotiations.10.2. If the dispute cannot be settled through negotiations, it shall be settled through judicial procedure by referring the dispute to the International Commercial Arbitration Court at the Ukrainian Chamber of Commerce and Industry using the substantive and procedural law of Ukraine. 10.3. This Agreement shall be governed by the laws of Ukraine.
11. PERSONAL DATA11.1. By signing this Agreement, the Parties grant each other the right and consent to process personal data in accordance with the applicable laws of Ukraine and, where applicable, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (“GDPR”).11.2. For the purposes hereof, the references to the personal data of the Parties shall include the references to the personal data of their representative(s), officers, owners/founders, and/or shareholders/members (hereinafter – Representatives, Data Subjects), including data on their name, address (including postal and e-mail address), telephone number, identification numbers, location data , IP addresses, photos, geolocations, cookies. Non-personal data is information about a legal entity, including the name and type of business entity, as well as details of the legal entity.11.3. For the purposes of this Agreement, processing of personal data means any operation or set of operations as defined by the GDPR, including collection, recording, organization, structuring, storage, processing or alteration, search and selection, expertise, use, disclosure by transmission, distribution or other making available for access grouping or combination, selection, removal and destruction.11.4. By signing this Agreement, the Parties state that all provided information constituting the personal data is lawfully provided by the Parties entitled to use and dispose of it. In addition, the User confirms that it has been provided with all the information required by Article 13 of the GDPR in an accessible, comprehensible and complete manner. 
12. CONFIDENTIALITY AND WARRANTIES12.1. All information exchanged between the Parties for the purpose of performance hereof, including the information about the technologies and engineering solutions used by the Company, as well as any commercial information about the conditions of cooperation between the Parties, shall be confidential and may not be disclosed and/or used without the written consent of the other Party, except for the required disclosure thereof upon the request of the competent governmental authorities. In case of such required disclosure, the relevant Party shall notify the other Party in writing in this respect without delay, but in any case within three (3) working days of the said disclosure.12.2. The Parties hereby warrant that they have full rights and authority to enter into and perform this Agreement.
13. TERM OF THE AGREEMENT AND MISCELLANEOUS13.1. This Agreement shall enter into force at the moment of its acceptance during the User’s registration at the Service and is valid until the expiration of the validity period of the Tariff prepaid by the User.13.2. In case of proper fulfillment of this Agreement, the User has the preemptive right to continue getting the access Service for the next period. In this case, if he makes an advance payment for the access Service for the next period of use before the expiration of this Agreement, this Agreement shall be extended for the period of providing such access Service.13.3. The Parties have provided that the User may terminate the Agreement unilaterally. The User shall notify the Company in writing of the termination of the Agreement. The Parties have established with their mutual consent the following legal consequences of such termination of the Agreement on the initiative of the User:The Company shall stop providing to the User the Services the User has refused with effect from the date of receipt of the User's notice of repudiation (termination) of this Agreement;The Parties shall make settlements for the Services rendered under the general procedure set out in this Agreement;The Parties shall treat this Agreement as terminated (and the Parties shall not be required to enter into any supplementary agreements) in view that the User repudiated (terminated) the same with effect from the date the Parties fulfill in full their obligations under this Agreement.13.4. The Parties agreed that the Company has the right to refuse to execute this Agreement by sending a written notice to the User. This right is unconditional. Such written notice may be sent to the User's email address used to register the User's account on the Service. The Agreement is considered terminated from the moment the Company forwards a notice. In case of early refusal of the Company to execute the Agreement, the Company shall refund part of the Fee in proportion to the period when the Service shall not be used by the User, unless specified otherwise in the Agreement.13.5. The failure of either Party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such Party in writing. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.