PUBLIC AGREEMENT
ON PROVIDING ACCESS TO SOFTWARE
1. GENERAL PROVISIONS
1.1. This document is an open offer (hereinafter referred to as "Offer") of the Limited Liability Company "UNITSOFT" (hereinafter referred to as "UNITSOFT"), addressed to an indefinite number of persons, to conclude an Agreement for providing access to software (hereinafter referred to as "Agreement") on the terms set forth in this Offer, including all its annexes.
1.2. UNITSOFT publishes this Public Agreement (Offer) on the internet site https://unitsoft.com.ua. The Offer becomes effective from the moment it is posted on the site at the link https://unitsoft.com.ua/offer
1.3. According to articles 633, 638, 641 of the Civil Code of Ukraine, this Agreement is a public contract, and in case of acceptance (Acceptance) of the conditions stated below, any capable individual, individual entrepreneur, or legal entity (hereinafter referred to as "User") undertakes to comply with the terms of this Agreement and its annexes.
1.4. UNITSOFT reserves the right to make changes to the Offer and/or withdraw the Offer at any time at its discretion. In case of changes, such changes take effect from the moment the updated version of the Offer is posted on the site in accordance with the provisions of p. 1.2. of this Offer, unless otherwise stated in the Offer.
2. TERMS AND DEFINITIONS
2.1. In this Offer, unless the context requires otherwise, the terms listed below have the following meanings:
2.1.1. «Agreement» – means this Agreement for providing access to software, all appendices.
2.1.2. «Site» – an internet resource and a combination of software and hardware, the result of computer programming in the form of an online service, located on the Internet at the address https://unitsoft.com.ua, owned by UNITSOFT.
2.1.3. «Programs» (or «Software», «Software Product», or «Software») - software products (computer programs), as a result of computer programming in the form of an operating system, system, application, and/or educational computer program (their components) and online services owned or distributed by the Right Holder company, including appropriate technical and other documentation, copyright management information (according to the licensing terms of distribution and use), software updates, etc., access to which is provided under this Agreement. The link to order access to the Software and additional services according to the terms of this Agreement is https://unitsoft.com.ua/apps. https://unitsoft.com.ua/apps.
2.1.4. «User» or «End User» – a natural or legal person who is granted the right to use the Program (or several Programs) for functional purposes exclusively in their internal activities without the right to alienate them in favor of third parties.
2.1.5. «End User Rights» – non-exclusive, non-transferable rights (permission) that UNITSOFT grants to the End User for the use of the Programs during the Term. The scope of the End User's rights may be further regulated by the Right Holder in the License Agreement.
2.1.6. «End User License Agreement» or «EULA» – a license agreement between the Right Holder and the User, provided in electronic form directly by the Right Holder or through UNITSOFT, which contains the terms of use of the Software exclusively for functional purposes.
2.1.7. «Term» – the period of time equal to the term of property rights to the respective Programs (while the Parties understand that for each Program the Term is calculated separately and independently of each other).
2.1.8. «Dollar Rate» – the official exchange rate of the national currency of Ukraine against the US dollar, as provided on the official NBU website (https://bank.gov.ua/ua/markets/exchangerates).
2.1.9. «Rights Holder» – a legal entity that is the Licensor of the Software product, the owner of all property copyrights to the Programs
2.1.10. «SaaS Version» – this is a version of the Software, the rights to use which are granted without transferring the distribution, by registering on the official Site.
2.1.11. «Accounting Period» – a period of time, a multiple of one calendar month, for which payment for the use of the SaaS version of the Software by the User is calculated and must be made.
2.1.12. «Additional Services» – all other services provided upon the User's request.
2.1.13. «Personal Account» – the User's electronic cabinet (account) in the functional system of the Site through which the User can interact with UNITSOFT, order services, and receive instructions on providing access to services and the ordered Software product.
2.1.14. «Tariff Plan» – the volume of services provided to the User according to the Accounting period, which has a corresponding cost.
2.1.15. «Server» – a computer (physical or virtual) on which the database of the Software product is located.
2.1.16. «Registration»– the procedure of filling out the registration form by the User on the Site, for the purpose of User verification, obtaining information about their tax status and credentials. After UNITSOFT completes the registration, the User is assigned a corresponding login and password for interaction with UNITSOFT, access to services, and the Account.
2.1.17. «Authorization» – the entry by a registered User of their login and password for the User's access to the Personal Account.
2.1.18. «Login» – User identifier during authorization on the Site, which they use for interaction with UNITSOFT, ordering and paying for Software and Additional services in accordance with the terms of this Agreement. The User's email address is used as the Login.
2.1.19. «Test Period» – the period for which free access to the Software is provided.
3. SUBJECT OF THE AGREEMENT
3.1. The subject of the Agreement is the provision of access to the Programs for the use of the Software for its functional purpose in the manner and on the terms established by this Agreement.
3.2. Providing access to the Programs under the conditions established by this Agreement means providing access to the online service and Software via the Internet.
3.3. The Software products, access to which is provided under this Agreement, may include licensed Software and/or online services. The Software products may be distributed in electronic form - by email, Internet channels, by downloading from a unified resource locator (URL) using appropriate means and access codes, in the form of a code(s) for activating the computer program.
3.4. UNITSOFT guarantees the User that it has the appropriate rights to distribute the Software products, access to which is provided to the User for their use in their business activities in accordance with the terms of this Agreement and the Right Holder's License Agreement.
3.5. For the purposes of clause 3.1 of this Agreement: (I) The End User acquires the right to launch and use the Software in other ways provided by the Software License Agreement, and may also use online services no earlier than the date of conclusion of a valid client agreement between the Right Holder and the End User, (II) the scope and duration of all specified rights are limited according to the client agreement concluded between the Right Holder and the End User, and (III) the terms of the client agreement concluded between the Right Holder and the User will prevail over the provisions of this Agreement between UNITSOFT and the User.
3.6. Nothing in this Agreement implies that the User has received the right to transfer (alienate) in the sense of Article 49 of the Law of Ukraine "On Copyright and Related Rights" and Article 1113 of the Civil Code of Ukraine the proprietary copyright on the Programs.
3.7. Nothing in this Agreement implies that the User has received the right to dispose of, own, sell, or otherwise alienate the Programs as objects of property rights of intellectual property (copyrights) belonging to the Right Holder (subject of copyright, acquired them in accordance with the current law or agreement).
4. ACCEPTANCE OF THE AGREEMENT
4.1. Confirmation of full and unconditional acceptance of the Offer is the execution (signing) by the User of the Order for sale to the Agreement (Appendix 1 to this Agreement) and/or their payment for the ordered Services, which indicates their acceptance of the Offer.
4.2. The Agreement is considered concluded without further signing from the moment UNITSOFT receives the Order for sale from the User and/or the User pays for the ordered Services or performs other actions provided for by the Agreement, which indicate the agreement to comply with the terms of the Agreement, without signing a written copy of the Agreement by the Parties.
4.3. The User agrees to comply with the terms of the Agreement and agrees to receive Services under the conditions set by UNITSOFT from the moment the User executes (signs) the Order for sale and/or pays for the ordered Services.
4.4. By concluding the Agreement, the User automatically agrees to the full and unconditional acceptance of the User of the provisions of the Agreement, prices, and all annexes, which are an integral part of the Agreement.
5. TERMS OF USE OF THE PROGRAMS
5.1. In accordance with this Agreement, the User has the right to use the Programs on a limited number of workstations according to the License restrictions of the Right Holder, exclusively within the functional purpose and the Right Holder's License Agreement.
5.2. The SaaS version of the Program is provided for use by granting remote access to the UNITSOFT server, in electronic form by the following methods: by email; in the User's Personal Account; via Internet channels, by downloading from a unified resource locator (URL) using appropriate means and access codes, in the form of a code(s) to activate the computer program, if another procedure for the acceptance-transfer of Software products does not apply according to the Software License Agreement established by the Right Holder (in particular, by providing the End User with the opportunity to receive the software code of the Software product and related documentation from an authorized electronic delivery site under the control of the Right Holder).
5.3. The place of installation and the territory of use of the Programs under the agreement is considered the User's technical site.
5.4. The technical parameters and characteristics of the Servers used to provide access to the Program are determined solely at the discretion of UNITSOFT. UNITSOFT ensures proper functioning and uninterrupted access to the Program within the established parameters and according to current technical requirements.
5.5. The User does not have the right to transfer, provide for temporary use, distribute Programs to third parties, nor is entitled to allow third parties to access the Programs and/or use the functional capabilities of the Programs for a fee.
5.6. The User undertakes to use the received copies of the Programs in accordance with the terms of this Agreement and the EULA of the Rights Holder.
5.7. The User does not have the right to create copies of the documentation, including the User's manual, supplied in paper or electronic form along with a copy of the Programs. If necessary, the original documentation is acquired by the User for an additional fee under a separate purchase agreement.
5.8. In the case of the User placing their own (legally acquired) Programs and Licenses on the UNITSOFT platform, the User is obliged to provide UNITSOFT with information about registration numbers, License numbers, and other documents confirming the legitimacy of using these Programs.
6. CONTRACT PRICE AND PAYMENT PROCEDURE
6.1. The total price of the Agreement is the sum of the paid Invoice-Acts for all services provided under this Agreement.
6.2. For providing access to the Software, the User undertakes to make a payment to UNITSOFT in the amount specified in the UNITSOFT Invoice-Act.
6.3. Payment for providing access to the Software is made including, but not limited to, through payment services WayForPay, Liqpay, or others proposed by UNITSOFT.
6.4. Payment for access to the Software is made according to the provided Invoice-Act upon its provision by email and according to the Accounting Period. Payment for such an Invoice-Act is equivalent to signing the Act of Acceptance-Transfer of Software by the User. If within 3 (three) working days from the date of access to the Software the User does not provide written claims to UNITSOFT, the services are considered accepted. Sending the Invoice-Act by UNITSOFT to the User is equivalent to the transfer of the Act of Acceptance-Transfer of Software. If the Software is accepted but not paid for within the 3 (three) working days period mentioned above, UNITSOFT has the right to suspend access to the Software and initiate immediate early termination of the Agreement.
6.5. Unless otherwise agreed by the parties, payment for access to the Software, specified in the relevant Invoice-act, is made by the User within 3 (three) business days from the date of sending the relevant Invoice-act.
6.6. Since the contractual relations between the Right Holder and UNITSOFT have a currency component, the cost of access to the Software may be changed by UNITSOFT according to a separate procedure previously agreed upon by the Parties under this Agreement.
6.7. All payments for licenses to use the SaaS service are final and non-refundable. After activating the license and accessing the service, the User agrees that refunds are not provided, regardless of the reasons that may arise for the User.
6.8. In exceptional cases caused by technical errors on the part of UNITSOFT, which led to the impossibility of using the license, refunds will be made at the absolute discretion of UNITSOFT after a thorough review of all circumstances.
6.9. In case of a dispute regarding a refund, the User must contact our service support, providing all necessary evidence. A decision on the refund will be made within 30 days from the date of application submission. Contacting support is a mandatory agreed pre-trial settlement method between the parties. If the pre-trial settlement measures do not succeed in resolving the dispute, the User has the right to apply to the court of relevant subject and territorial jurisdiction to protect their rights and legitimate interests. Applying to the court without the User following the mandatory pre-trial settlement procedure will be considered a premature lawsuit, which will result in the closure of court proceedings and denial of claims.
7. RESERVATIONS REGARDING COPYRIGHT AND WARRANTIES OF THE PARTIES
7.1. The exclusive property rights to the Programs, the licenses for the right to use which are transferred under this Agreement, belong to the Rights Holders.
7.2. The User is granted time-limited and territory-limited non-exclusive rights to use the Software. Access to the Software is provided in a limited number of copies and for limited functional purposes.
7.3. The User is not entitled to make changes to the Programs, as objects of the Right Holder's copyright, to modify, adapt, decompile, analyze, remove or bypass the technical protection means of the Programs, and perform other actions that violate the copyright on these Programs or other rights of the Right Holder, except for methods explicitly permitted by the documentation or the Software License Agreement on the Programs.
7.4. UNITSOFT guarantees that it has all the necessary rights and powers to conclude and execute this Agreement, and also that the conclusion and execution of the terms of this Agreement by UNITSOFT do not violate the copyright on the Programs of the Right Holder.
7.5. UNITSOFT guarantees that it is the recipient of licenses for the Software products of the Right Holders and also has all necessary rights to transfer them to third parties for temporary use, including rental of copies or providing access to such Software products in other ways, including network methods.
7.6. UNITSOFT bears financial responsibility for the licensing purity of the Software products supplied in the amount of their contractual value. "Licensing purity" in this Agreement means that UNITSOFT has all the necessary rights to transfer the rights to use the Programs. UNITSOFT guarantees compliance with all norms of current legislation, including the norms of the Law of Ukraine "On Copyright and Related Rights".
7.7. In case of claims against the User by controlling and other inspecting authorities, third parties regarding the legality of use or acquisition of Software products, access to which is provided under the Agreement, UNITSOFT assumes all claims. The User is obliged to transfer all materials related to the claim to UNITSOFT within 3 (three) days to ensure UNITSOFT can resolve the claims according to current legislation and contractual relations with the respective software product rights holders.
8. PROCEDURE AND TERMS FOR PROVIDING SERVICES AND ACCESS TO SOFTWARE PRODUCTS
8.1. Access to the Software, products, and services is provided by UNITSOFT only for registered Users.
8.2. Users are required to go through the registration and identification procedure on the relevant page of the Site by filling out the appropriate form. During registration, the User undertakes to provide truthful, complete, and accurate information about themselves in the registration form (questionnaire) and ensure its relevance and completeness. The User undertakes not to mislead UNITSOFT regarding their identity/name. In case of detecting inaccurate information provided by the User, UNITSOFT has the right to cancel such registration and/or suspend it and/or terminate access to the Software and Additional services and/or require additional documents to verify such information provided by the User. In such a case, UNITSOFT sends the appropriate notification to the User.
8.3. To place an order for Software in the store at the link https://unitsoft.com.ua/apps, the User must undergo the registration procedure using email or credentials: Google, Microsoft, Odoo, Facebook. Or have the appropriate login and password from the UNITSOFT Personal Cabinet and complete authorization.
8.4. The User places an order according to the list of services for which the User wishes to obtain the right to use. Confirmation of this application is a return email with confirmation text from UNITSOFT.
8.5. After placing the order, the User receives a notification to confirm the order via email. In the case of Authorization using Google or Microsoft credentials, the order is placed without confirmation.
8.6. After processing the order, the User receives an email with a link to access the Software and authorization data.
8.7. 3 (three) calendar days before the end of the Trial period, UNITSOFT generates an Invoice – act, which is subject to payment, in the Personal cabinet and via the email provided during registration, in accordance with the terms of section 6 of this Agreement.
9. DISPUTE RESOLUTION PROCEDURE
9.1. In case of a dispute arising during the execution of this Agreement by the Parties, the Parties will take all measures to resolve it through negotiations.
9.2. In case of inability to resolve the dispute through negotiations, the Parties refer to the appropriate court according to the current legislation of Ukraine. The interpretation of this Agreement is carried out in accordance with the legislation of Ukraine.
10. FORCE MAJEURE CIRCUMSTANCES
10.1. The Parties are exempt from liability for full or partial non-fulfillment of their obligations under this Agreement if it is caused by force majeure circumstances such as: natural disaster, fire, flood, earthquake, war, military aggression, blockade, martial law, state of emergency, imposition of restrictive measures by state authorities, another pandemic or epidemic.
10.2. The Parties take into account the current military-political situation in Ukraine, the fact that the Offer and the legal relations of the Parties operate under conditions of a full-scale invasion, military aggression of the Russian Federation and the declared martial law in Ukraine according to the Decree of the President of Ukraine dated February 24, 2022 No. 64/2022 "On the introduction of martial law in Ukraine" and the current risks of destruction of civil and military infrastructure that ensures communication, Internet connection, and connection with the banking system, risks of damage or destruction of the organization's material and technical base. The aforementioned cases are considered force majeure circumstances that temporarily or completely prevent the Parties from fulfilling their obligations under the Agreement, provided they occur for any of the Parties.
10.3. In the event of force majeure circumstances, the Parties are obliged to make every effort to timely fulfill their obligations under the Agreement, and the term for fulfilling all obligations under the Agreement is extended proportionally to the time during which such circumstances will be in effect. If these circumstances and their consequences last more than 90 (ninety) calendar days, each of the Parties will have the right to refuse further fulfillment of obligations under this Agreement, and neither Party will have the right to demand compensation from the other Party for possible damages or make claims regarding the fulfillment of obligations under the Agreement.
10.4. The Party for whom it is impossible to fulfill obligations under the Agreement due to the occurrence of force majeure circumstances is obliged to notify the other Party within 3 (three) calendar days (by phone, fax, other telecommunication means, email) indicating the presence of the above-mentioned events, the date of their occurrence, and approximate duration.
10.5. If the Party experiencing force majeure circumstances objectively cannot notify the other Party about the performance of the Agreement, it is obliged to take measures to notify the Party when it is realistically possible to do so.
10.6. Failure to notify about the occurrence of force majeure circumstances deprives the Party of the right to refer to any of the above circumstances as a basis for exemption from liability for non-fulfillment of obligations and postpones the fulfillment of the obligations themselves.
10.7. The Parties agreed that in the event of force majeure circumstances caused by the military aggression of the Russian Federation, the letter from the Chamber of Commerce and Industry of Ukraine dated August 28, 2022, No. 2024/02/0-7.1 will be the relevant document certifying the occurrence of force majeure circumstances.
10.8. In case of a dispute between the Parties regarding the occurrence of force majeure circumstances and their non-recognition by the other Party, the relevant document confirming the existence of force majeure circumstances is a document in the form established by the Chamber of Commerce and Industry of Ukraine. This document certifies the occurrence of force majeure circumstances issued by the Chamber of Commerce and Industry of Ukraine or a regional Chamber of Commerce and Industry in accordance with the current legislation, the terms of the Agreement, and the Regulations on Certification. The Chamber of Commerce and Industry of Ukraine and regional Chambers of Commerce and Industry certify force majeure circumstances approved by the Decision of the Presidium of the Chamber of Commerce and Industry of Ukraine dated July 15, 2014 No. 40 (3).
11. CONFIDENTIALITY
11.1. All business, legal, technical information and data, as well as documentation related to the Programs, in any form (hereinafter - Information), provided by the Parties to each other during the term of this Agreement, must be used only for the purposes for which it was provided; kept confidential and secure; information must not be disseminated without the permission of the other Party; it must not be disclosed to any third party, unless otherwise follows from the provisions of this Agreement or is agreed by the Parties in writing.
11.2. UNITSOFT, as well as the Right Holder and its authorized persons, have the right to control compliance with the procedure for using the Software by the User, for which the User agrees to provide unobstructed access to their premises, while inspections may be conducted during regular working hours to avoid creating unreasonable obstacles to the User's work.
11.3. The User is informed and agrees that UNITSOFT, within the framework of ensuring the execution of this Agreement, including payment processing, may provide information about the User to payment providers, the Right Holder, as well as other third parties authorized by the Right Holder. UNITSOFT ensures the protection of such information according to the privacy policy, except in cases where the transfer of information is necessary within the framework of the Agreement or required by law. The fact of accepting the Offer, as well as the fact of concluding the Agreement, is not confidential information, except in cases expressly provided by law.
11.4. By accepting this Offer, the User agrees to the use of information about the User, including personal data, for the purpose of ensuring the implementation of civil-law, tax, and accounting relations, fulfilling contractual obligations for the provision of services, for User identification, for the purpose of providing services, processing payments, sending information by mail, email, conducting settlement operations, providing reporting, maintaining accounting and management records, and improving the quality of service provision.
12. RESPONSIBILITY OF THE PARTIES
12.1. The Parties are responsible for non-fulfillment or improper fulfillment of their obligations under this Agreement in accordance with its provisions and the current legislation of Ukraine
12.2. The User exercises the rights to use the Program at their own risk and agrees that no software is free from errors.
12.3. UNITSOFT provides basic information protection of User data with appropriate technical means.
12.4. UNITSOFT is not responsible:
12.4.1. for any consequences or damage that arose as a result of the User's actions during the use of the Program, including incorrect application, management, or unlawful actions leading to a breach of this Agreement;
12.4.2. for any damage caused to the User as a result of loss or unauthorized disclosure of confidential data, including logins, passwords, or other information that allows access to the Program;
12.4.3. for the quality of devices and additional software, including access to the Internet network, necessary for working in the Program, supplied by third parties;
12.4.4. for the internet channel, its speed and quality, and other network equipment and services.
13. TERM AND TERMINATION OF THE AGREEMENT
13.1. The Agreement between the Parties becomes effective at the actual time of acceptance of the offer, in the manner provided in section 4.
13.2. This Agreement for each User comes into force from the moment the User performs a conclusive action aimed at recognizing the terms of the Agreement and/or fulfilling the obligations assumed under the terms of the Agreement and is valid until the expiration of the access to the Software and Additional services paid by the User.
13.3. If the User deems it necessary to prematurely terminate the Agreement, they must inform UNITSOFT in writing no later than 15 (fifteen) days in advance of their intention, by sending a letter to the email address info@unitsoft.com.ua.
13.4. The Agreement is automatically terminated without the need for additional actions on the part of UNITSOFT after the expiration of the last day of the User's paid Account period, if no further payment is made to extend access to the Software product and Additional services.
14. PROCEDURE FOR MAKING CHANGES AND ADDITIONS TO THE AGREEMENT
14.1. Changes and/or additions to this Agreement may be made by UNITSOFT unilaterally.
14.2. Users will be notified of any changes or additions by sending an updated copy of the Agreement and a notification about the fact of such changes to the User's email 7 calendar days before the date of entry into force of the updated Agreement.
14.3. The date of receipt of such notification and the updated version of the Agreement by the User is considered the day it is sent by UNITSOFT. The actual continuation of using UNITSOFT services under the updated version of the Agreement after the expiration of 7 calendar days from the moment the User receives the notification and the updated version of the Agreement is considered as the User's agreement with the updated terms of the Agreement.
14.4. The new version of the Agreement or changes come into force from the moment of their publication unless another term of their validity is specified.
14.5. In case of disagreement by the User with the published changes, the User has the right to terminate this Agreement early by sending a notification to UNITSOFT's email address info@unitsoft.com.ua. The notification must contain a clear refusal of the changes, a proposal not to join the new version of the Agreement, or non-compliance with its terms.
14.6. If within the agreed period from the moment of publication of changes the User does not express their disagreement in written form and continues to use UNITSOFT services, such continuation is considered as the User's agreement with the new version of the Agreement or with the introduced changes and/or additions.
15. ADDITIONAL CONDITIONS
15.1. All provisions of this Agreement concerning the limitation of liability of UNITSOFT and/or the Right Holder, the establishment of liability for copyright infringement, as well as confidentiality provisions, remain in effect regardless of the termination or dissolution of this Agreement.
15.2. Requests, notifications, technical, registration, and other documents necessary for the fulfillment of the terms of this Agreement may be provided by the Parties in written form or using electronic, telephone, fax communication, as well as through the User's Personal Cabinet on the UNITSOFT Website.
15.3. This Agreement is subject to application and interpretation in accordance with the laws of Ukraine. Any disputes arising from this Agreement or in connection with its violation are subject to consideration by the courts of Ukraine. If any provisions of this Agreement become invalid or unenforceable, the other provisions remain in effect.
15.4. The titles of the sections of the Agreement are used only for the convenience of the Parties and do not affect the interpretation of the provisions of the Agreement.
15.5. The terms of technical maintenance, consulting, and other support of the Programs are regulated by a separate agreement.
15.6. The Parties may additionally conclude a Service Level Agreement (SLA) and the provision of Additional Services.
15.7. According to the requirements of the Law of Ukraine "On Personal Data Protection" 2297-VI dated June 1, 2010 (with subsequent amendments and additions), the head of each Party, by signing this Agreement, gives the other Party consent to the inclusion of all their personal data contained in this Agreement and/or received during its conclusion, execution, termination, into the personal data base "Counterparties", as well as consent to the processing of the specified personal data and their disclosure to third parties in cases provided by the Law or for the purpose of concluding, executing, amending or terminating this Agreement. The head of each Party, by signing this Agreement, confirms that they are informed about the inclusion of their personal data in the personal data base "Counterparties" and are familiar with the purpose of processing their personal data.