Scanopolist
PUBLIC OFFER FOR FOREIGN PARTNERS
AGREEMENT OF ADHESION (PUBLIC OFFER) FOR THE SERVICES PROVISION
Zhohlyk Oleksandr, personal entrepreneur registered under the legislation of Ukraine (hereinafter referred to as the «Contractor»), on the one hand, offers business entities operating in the restaurant industry (hereinafter referred to as the «Customer»), on the other hand, hereinafter jointly referred to as the «Parties», to conclude this Agreement of Adhesion for the services provision (hereinafter referred to as the «Agreement») under the following terms and conditions.
1. General provisions
This Agreement is an adhesion agreement and, according to Article 634 of the Civil Code of Ukraine, its terms are established by the Contractor and accepted by the Customer unconditionally from the moment of acceptance of the public offer in accordance with the procedure established by this Agreement.
The terms used in this Agreement must have the following meanings:
Customer - a business entity in the restaurant industry that concluded the Agreement with the Contractor in accordance with the procedure and terms provided by this Agreement.
Object - the Customer's restaurant.
Customer's Client (Client) - a visitor of the restaurant.
Subscription - provision of services by the Contractor including the following capabilities and functions in the Customer's Personal Account on the Contractor's Website:
- access and use of the Customer's Personal Account on the Contractor's Website;
- generation, storage, and publication of information regarding the Customer's Offer (online menu);
- integration of the Customer's Poster POS system with the Customer's Personal Account on the Website;
- independent placement of orders by the Customer's Clients to the table through the QR menu.
Trial version of the Subscription - one-time free provision of the services specified in Clauses 1.2.4 and 2.1 of this Agreement upon the Customer's initial registration of the Personal Account for a period of 14 (fourteen) calendar days.
Customer's Offer - a list of dishes, beverages and other goods with additional information about them (for example, price, portion size, allergens) (hereinafter referred to as the «Goods») offered by the Customer to visitors of the restaurant (online menu).
Personal Account registration - properly completed electronic registration of the Customer on the Contractor's Website by filling in at least the mandatory registration data and subsequently saving them on the Contractor's Website.
Personal Account functionality - the technical possibility to use the Contractor's services, the list of which is determined by the Subscription terms pursuant to Clauses 1.2.4 and 2.1 of this Agreement.
Website - the Contractor's website on the Internet located at: scanopolist.com.
Contractor's Partners - payment providers, courier services.
2. Subject and the procedure for concluding the Agreement
2.1. The Customer undertakes to pay for the Contractor's services in the amount and manner determined by this Agreement, and the Contractor undertakes to provide the Customer with services by arranging a Subscription that includes the following capabilities and functions:
- access to and use of the Customer's Personal Account on the Contractor's Website;
- generation, storage and publication of information regarding the Customer's Offer (online menu);
- integration of the Customer's Poster POS system with the Customer's Personal Account on the Website;
- independent placement of orders by the Customer's Clients to the table through the QR menu.
This list of capabilities and functions included in the Subscription is not exhaustive and may be amended and supplemented.
2.2. The Agreement is concluded by the Customer agreeing to adhere to the terms of the Agreement as a result of accepting all material terms of the Agreement without signing a written copy of the Agreement and shall have the same legal force as a written copy of the Agreement.
2.3. If the Customer does not agree with the terms of the Agreement, the Customer has the right not to conclude this Agreement. Accordingly, if the Customer accepts the public offer, the Customer confirms familiarity and agreement with all terms of this Agreement.
2.4. Confirmation of full and unconditional acceptance of the Agreement terms shall be the Customer's registration of the Personal Account on the Contractor's Website and payment for the Contractor's services, which confirms the Customer's acceptance of the public offer.
2.5. The Agreement shall be considered concluded from the moment the Customer pays for the Contractor's services.
3. Procedure for provision of Services
3.1. The Customer registers a Personal Account on the Contractor's Website by filling in at least the mandatory registration data of the Customer. Confirmation of registration shall be receipt of an email sent to the Customer's email address specified during registration.
3.2. After receiving the confirmation provided for in Clause 3.1 of this Agreement, in the case of the initial registration of the Personal Account on the Contractor's Website, the Customer shall have the right to arrange a free Trial version of the Subscription for the Contractor's services as follows:
3.2.1. The Contractor grants the Customer access to the functionality of the Customer's Personal Account.
3.2.2. The Customer fills in all necessary information (including both text information and photographs) regarding the Object(s), the number of Objects, and the Offer.
3.2.3. The Trial version of the Subscription shall be valid for 14 (fourteen) calendar days.
3.2.4. The Customer shall have the right to arrange a Subscription in accordance with Clause 3.3 of this Agreement before the last day of validity of the Trial version of the Subscription.
3.2.5. If the Customer does not arrange a Subscription, the Customer loses access to the functionality of the Personal Account until the Subscription is arranged.
3.2.6. The Customer shall have the right to arrange a Subscription at any time after expiration of the Trial version of the Subscription and regain access to the functionality of the Customer's Personal Account.
3.3. The Customer arranges a Subscription to the Contractor's services (hereinafter referred to as the «Subscription») as follows:
3.3.1. The Customer shall have the right to arrange a Subscription at any time before or after expiration of the Trial version of the Subscription.
3.3.2. The Customer fills in information regarding the Object(s) and their quantity.
3.3.3. After the Customer fills in the information provided for in Clause 3.3.2 of this Agreement, the Contractor creates an invoice/payment form for the services, and the Customer pays for the Contractor's services.
3.3.3.1. The Customer may also choose the automatic payment withdrawal function. In such a case, funds shall be automatically charged and the Subscription shall be arranged (renewed) for a new term automatically.
3.3.3.2. The Customer may refuse from the automatic payment withdrawal function at any time before the last day of validity of the current Subscription.
3.3.3.3. The Contractor does not store or process the Customer's payment information (including bank card number, expiration date, CVV, etc.).
3.3.4. After payment for the services, the Subscription shall be considered arranged, and the Contractor grants the Customer access to the functionality of the Customer's Personal Account.
3.3.5. The arranged Subscription shall remain valid for 1 (one) calendar month, except for the case provided for in Clause 3.3.6 of this Agreement.
3.3.6. If the Customer has an active Subscription and intends to change (increase) the number of Objects, the Subscription validity period shall be determined according to the following formula:
New days left = virtual balance * 30 / new subscription price
Where: New days left — the new Subscription validity period determined after changing (increasing) the number of Objects.
New subscription price — the new Subscription price determined in accordance with Clause 5.2 of the Agreement after changing (increasing) the number of Objects.
Virtual balance = Old subscription price * days left/30
Where: Old subscription price — the Subscription price determined in accordance with Clause 5.2 of the Agreement before changing (increasing) the number of Objects.
3.3.7. The Customer, before or after expiration of the Subscription, shall have the right to arrange (renew) the Subscription for a new term by performing the actions provided for in Clause 3.3 of this Agreement.
3.3.8. If the Customer does not arrange (renew) the Subscription for a new term, the Customer loses access to the functionality of the Personal Account until the Subscription is arranged (renewed) for a new term.
3.4. The Services under this Agreement shall be deemed duly provided in full from the moment the Contractor grants the Customer access to the functionality of the Personal Account on the Website, provided that the Customer has paid for the Contractor's services in accordance with this Agreement.
4. Rights and obligations of the Parties
4.1. Rights of the Customer:
4.1.1. To receive the Contractor's services in the scope provided by this Agreement.
4.1.2. To refuse arranging (renewing) the Subscription for a new term.
4.1.3. To change the number of Objects for which the Customer's Offer is published.
4.1.4. To receive information from the Contractor regarding the Agreement, Trial version of the Subscription, Subscription, functionality of the Personal Account and other information arising from this Agreement.
4.1.5. Not to conclude this Agreement in case of disagreement with its terms.
4.1.6. To demand a refund in the case provided for in Clause 7.3. of this Agreement.
4.1.7. To receive technical support in accordance with this Agreement.
4.2. Obligations of the Customer:
4.2.1. To unconditionally accept the terms of the Agreement.
4.2.2. To pay for the Contractor's services.
4.2.3. To provide complete, accurate and up-to-date information about itself during registration of the Personal Account.
4.2.4. To provide complete, accurate and up-to-date information regarding the Offer that does not contradict the legislation of Ukraine.
4.2.5. To bear responsibility for providing complete, accurate and up-to-date information about itself and its Offer, as well as for compliance of such information with the legislation of Ukraine.
4.2.6. To act in accordance with this Agreement and the current legislation, and to bear responsibility for unlawful actions and/or omissions in accordance with the current legislation.
4.2.7. To guarantee that the Goods included in the Offer do not violate the requirements of the current legislation and do not belong to prohibited or restricted categories of circulation.
4.2.8. To grant the Contractor permission to collect, process and store personal information in accordance with Clause 9.2 of this Agreement.
4.2.9. To grant the Contractor permission to store and process other information obtained during execution of this Agreement in accordance with Clause 9.2 of this Agreement, except for information specified in Clause 3.3.3.3 of the Agreement.
4.2.10. Not to transfer the password to the Personal Account to third parties.
4.3. Rights of the Contractor:
4.3.1. To receive full and timely payment for services from the Customer.
4.3.2. To require the Customer to provide complete, accurate and up-to-date information during registration of the Personal Account.
4.3.3. To require the Customer to provide complete, accurate and up-to-date information regarding the Offer that does not contradict the current legislation.
4.3.4. To amend the terms of the Agreement unilaterally.
4.3.5. To collect, process and store personal information regarding the Customer.
4.3.6. To store and process other information obtained during execution of this Agreement, except for information specified in Clause 3.3.3.3 of this Agreement.
4.3.7. To suspend the Customer's access to the Personal Account in the absence of arranging (renewing) the Subscription for a new term and/or if the Customer's actions and/or information violate the current legislation.
4.3.8. To suspend the Customer's access to the Personal Account by blocking it and terminate this Agreement unilaterally if the Customer's actions and/or information violate the current legislation.
4.3.9. To restrict temporarily access to the Website in the cases provided for in Clause 6.2 of this Agreement.
4.4. Obligations of the Contractor:
4.4.1. To provide services to the Customer.
4.4.2. To provide the Customer with information regarding the Agreement, Trial version of the Subscription, Subscription, functionality of the Personal Account and other information arising from this Agreement.
4.4.3. To eliminate technical malfunctions of the Website within a reasonable period.
4.4.4. To provide technical support in accordance with this Agreement.
4.4.5. To refund the Customer in the case provided for in Clause 7.3. of this Agreement.
5. Price and payment procedure
5.1. The price of this Agreement shall be the cost of the Contractor's services provided under the Subscription arranged by the Customer.
5.2. The cost of the Contractor's services consists of the Subscription price, which is determined depending on the number of the Customer's Objects as follows:
5.2.1. The Subscription price for 1 (one) Customer Object shall be UAH 549.00.
5.2.2. If the Customer has multiple Objects, an additional amount of UAH 349.00 shall be added to the price specified in Clause 5.2.1 of this Agreement for each additional Customer Object.
5.3. The Subscription price may be changed unilaterally by the Contractor. At the same time, the Subscription price already fully paid by the Customer shall remain unchanged until expiration of the respective Subscription term.
5.4. The Contractor provides the services specified in Clause 2.1 of this Agreement on a prepaid basis.
5.5. Simultaneously with arranging the Subscription, the Customer shall pay 100% of the cost of the Services using electronic payment services, including LiqPay or other payment operators available on the Website, according to the Contractor's payment details. Payment shall be made in the national currency of Ukraine.
5.6. To arrange (renew) the Subscription for a new term, the Customer may pay for the Contractor's services independently or use the automatic payment withdrawal function.
5.7. By selecting the automatic payment withdrawal function, the Customer gives consent to recurring charges from the selected payment method in the amount and frequency determined by the terms of the arranged Subscription. The Customer may disable the automatic payment withdrawal function at any time before the last day of validity of the current Subscription. The Contractor shall not be liable for failures of payment systems or delays in payment processing that occur not due to the Contractor's fault.
5.8. The moment of payment shall be considered the moment when funds are credited to the Contractor's account.
6. Website availability
6.1. The Contractor makes reasonable efforts to ensure stable operation of the Website and provision of the Services. However, the Contractor cannot guarantee uninterrupted availability of the Website or absence of technical errors.
6.2. The Contractor shall have the right to temporarily restrict access to the Website/use of the Website Services in the following cases: technical, preventive, or emergency maintenance works; Website functionality updates; elimination of errors and technical failures; actions of third parties; force majeure circumstances.
6.3. The Contractor undertakes to eliminate technical malfunctions of the Website within a reasonable time.
6.4. The Contractor shall notify the Customer in advance about planned technical maintenance works.
6.5. Temporary unavailability of the Website/Website Services shall not be considered a breach of the Contractor's obligations.
7. Liability of the Parties and dispute resolution procedure
7.1. The Contractor shall not be liable for the completeness, relevance or accuracy of the information provided by the Customer (including the Customer's Offer), as well as for compliance of such information with the current legislation before third parties and/or the state. The Contractor shall not be liable for the actions and/or omissions of the Customer before third parties and/or the state. The Contractor shall not be liable for the Customer's fulfillment of contractual obligations toward third parties. The Contractor shall not be liable for the absence of licenses if such licenses are required under the current legislation for the sale of certain categories of goods through the Customer's Website.
7.2. The Parties shall bear responsibility for violation and/or non-fulfillment of their obligations under the Agreement in accordance with the current legislation of Ukraine.
7.3. If the Customer has paid for the Contractor's services, but the Contractor has not provided access to the functionality of the Personal Account within 30 calendar days from the moment of payment, the Customer shall have the right to demand a refund of the paid funds.
7.4. All disputes and disagreements arising between the Parties during execution of this Agreement shall be resolved through negotiations.
7.5. Disputes not resolved by the Parties shall be settled in accordance with the current legislation of Ukraine. Such disputes shall be considered and resolved by the competent court of Ukraine.
8. Force Majeure Circumstances
8.1. The Parties shall be released from liability for full or partial non-fulfillment of obligations under this Agreement if such non-fulfillment results from force majeure circumstances, namely: natural disasters, weather conditions preventing the Parties from fulfilling their obligations; riots, military actions and related consequences, issuance of acts by state authorities and administrations making fulfillment of obligations impossible; as well as other extraordinary and unavoidable circumstances that could not have been prevented or foreseen.
8.2. The impossibility of fulfilling obligations under the Agreement due to force majeure circumstances must be confirmed by a relevant document issued by the Ukrainian Chamber of Commerce and Industry.
9. Term of the Agreement, amendments and termination
9.1. This Agreement shall enter into force from the moment of its publication on the Contractor's Website.
9.2. The Contractor independently and in accordance with the requirements of the current legislation of Ukraine determines the terms of the Agreement.
9.3. The terms of this Agreement shall be publicly communicated to all Customers by publication of the Agreement on the Website.
9.4. The Contractor shall have the right to amend the terms of the Agreement unilaterally.
9.5. This Agreement may be terminated in the following cases: by mutual agreement of the Parties; unilaterally at the initiative of one of the Parties in case of non-fulfillment or improper fulfillment by the other Party of its obligations under this Agreement; unilaterally at the initiative of the Contractor.
9.6. In the event of non-fulfillment or improper fulfillment by one Party of its obligations under this Agreement, the other Party shall have the right to terminate this Agreement early by notifying the other Party in writing no later than 5 (five) days before the date of termination.
9.7. The Contractor shall have the right to immediately terminate this Agreement unilaterally if the Customer's actions violate the current legislation, from the moment the Contractor becomes aware of such actions.
10. Information protection
10.1. The Parties acknowledge that all information directly or indirectly related to this Agreement, which is not publicly available and became known to the Parties as a result of conclusion and/or execution of this Agreement, shall be considered confidential.
10.2. The Customer grants consent to the collection, processing and storage of information during registration of the Personal Account on the Website.
10.3. Within the scope of providing services under this Agreement, the Contractor collects, processes and stores the following information: personal information of the Customer; information regarding the Customer's Object(s); information regarding the Customer's Offers; information regarding the Customer's Clients received from the Customer's Client as a result of provision of services; other information obtained as a result of provision of services (for example, the list of goods ordered, amount of the order, etc.); technical information (IP address, browser, country); technical identifiers (for example, API keys, tokens, and other identifiers). This list is not exhaustive and may be expanded during the provision of services.
10.4. The Parties agreed that information provided by the Customer to be published on the Website during provision of services by the Contractor shall not be considered confidential.
10.5. The Contractor may use technical identifiers (for example, API keys, tokens and other identifiers) provided by the Contractor's Partners for integration with external services and proper provision of services under this Agreement.
10.6. The Customer acknowledges that all payments made on the Website are processed by third-party payment providers.
10.7. The Contractor shall take reasonable organizational and technical measures to protect information from unauthorized or accidental access, destruction, modification, blocking, copying, distribution, as well as from other unlawful actions of third parties.
11. Final provisions
11.1. By entering into this Agreement, the Customer automatically agrees to full and unconditional acceptance of the provisions of this Agreement.
11.2. Acceptance of the terms of this Agreement confirms that the Customer understands the significance of their actions, all terms of the Agreement are clear to the Customer, and that the Customer is not under the influence of mistake, fraud, violence, threats, difficult circumstances, etc.
11.3. By entering into this Agreement, the Customer grants permission for collection and processing of their personal data for purposes related to provision of the Services and within the scope defined by the current legislation.
11.4. All rights to the Website belong to the Contractor.
11.5. If any provision of the Agreement becomes invalid or contradicts the current legislation, such provision shall be replaced with a similar provision that most closely reflects the original intentions of the Parties.
11.6. This Agreement is executed in Ukrainian and English. In case of discrepancies between the Ukrainian and English versions, the Ukrainian version shall prevail.
12. Technical Support
12.1. Technical support shall be provided to the Customer on business days from 10:00 AM to 6:00 PM Kyiv time.
12.2. Technical support may be provided via email or other means of communication determined by the Contractor.
12.3. The Contractor provides technical support within the scope of available Website functionality.
12.4. The Contractor makes reasonable efforts to process requests in a timely manner; however, the Contractor does not guarantee immediate response and resolution of each request within a specific period.
12.5. Technical support does not include: individual customization of the Website/Personal Account functionality; elimination of problems caused by third parties or the Customer's equipment; configuration of third-party services and integrations unless otherwise agreed separately by the Parties.
12.6. The Contractor shall have the right to change the procedure, channels and schedule for providing technical support without prior approval from the Customer.
13. Contractor details
Personal entrepreneur Zhohlyk Oleksandr
Tax ID: 3714501678
33 Tashkentska St., Apt. 608, Kyiv, 02121, Ukraine
Для Керуючих - від Керуючого .

ФОП Жоглик Олександр Максимович, РНОКПП 3714501678

Адреса: 02121, м. Київ, вул. Ташкентська, буд. 33

E-mail: scanopolist@gmail.com

SCANOPOLIST