Contract offer

General Provisions

1.1. This document constitutes an open offer (Offer) from AXL.com.ua (hereinafter - Online Service Operator/Operator) for the conclusion of a Service Agreement (hereinafter - Agreement) on the terms set forth in this Offer.

1.2. In accordance with Article 638 of the Civil Code of Ukraine, upon acceptance of the terms set forth in the Offer and payment for services, a natural or legal person accepting this Offer becomes a User (acceptance of the Offer is equivalent to the conclusion of the Agreement on the terms set forth in the Offer) of the online electronic document management service (hereinafter - User).

Definitions of Terms Used in the Agreement

2.1. Bonus Account - a special account displayed in the User's Personal Cabinet, which separately records the number of free accesses for sending documents through the Service.

2.2. Qualified Electronic Signature - an advanced electronic signature created using a qualified electronic signature tool and based on a qualified key certificate.

2.3. Contractor - a User's counterparty who, in the course of document flow, acts as the addressee (recipient) of a document and has completed registration on the Operator's online service website at the following link and holds a valid (not revoked) qualified key signature certificate issued by a qualified trust service provider in accordance with the Law of Ukraine "On Electronic Trust Services."

2.4. User - a natural or legal person who, in the course of document flow, is the sender of a document, has completed registration on the Operator's online service website at the following link, and holds a valid qualified public key signature certificate issued by a qualified provider in accordance with the Law of Ukraine "On Electronic Trust Services."

2.5. Service (Electronic Document Management Service) - software in the form of an online service designed to automate document management processes between the User and other registered participants in document management, including signing, sending, receiving, and storing electronic documents online.

2.6. Parties (each separately a Party) - the User and the Online Service Operator.

2.7. Online Service Operator's Tariff (Tariff) - the price of access to the Service, which is formed based on the number of documents sent by the User and, in the case of an agreement with the Service Operator, the number of documents received by the User using the Service, as well as the price of each such document.

Terms of Service

3.1. Access to the Service is provided by the Operator to the User for the duration of the Agreement but not earlier than the date of activation.

3.2. The start date of the provision of Services is determined by one of the following events, depending on which event occurs first: (1) the date following the date of receipt of payment into the Operator's bank account for an advance payment in an amount not less than the access fee for signing 100 (one hundred) documents; or (2) the date when the User made the first document submission; or (3) the date of commencing the use of the Service by using bonus accesses.

3.3. The Service Operator has the right not to start providing Services and not to grant the User access to the Service in case of the absence of funds (prepayment) on the User's personal account or the presence of bonus accesses on the bonus account.

3.4. After the User has completed all sections of the registration form, the User obtains the status of a registered participant in document flow, provided that the User has a valid qualified public key certificate. Providing incomplete or inaccurate information by the User during the completion of the registration form is grounds for the Operator of the online service to refuse to grant such User the status of a registered participant in document flow and access to the Service. In case of providing incomplete or inaccurate information that is later corrected to accurate information, the Operator of the online service grants such User access to use the service under the terms provided in the Service Usage Rules.

3.5. The User has the right to include the cost of receiving documents from Contractors in the cost of the Services provided under this Agreement. A User who intends to exercise this right must notify the Operator of such intention at least 5 (five) calendar days before the commencement of the provision of Services, as provided in this clause, through their personal account and/or by sending a relevant email.

3.6. The Service Operator activates the User and/or Contractor as a participant in the document flow through the verification of compliance with the qualified public key certificate of the User's identification data.

3.7. To send a document for signature, the User enters all necessary information about the Contractor into the form available to them in their personal cabinet, creates or uploads the document file, signs the document with their qualified electronic signature, and sends the document to the Contractor. If the Contractor of the User is not a registered participant in the document flow at the time of document creation or sending by the User, they must go through the registration and authorization process on the Operator's website using their qualified electronic signature. After registration and authorization, the Contractor of the User, as the recipient of the document, has the opportunity to sign the document using a qualified electronic signature and send the document back to the User or reject it.

3.8. In case of having bonus accesses for sending documents on the bonus account, the User can freely use these accesses for document submissions regardless of the presence or absence of paid accesses on the main account.

3.9. The use of accesses for document submissions is subject to the Bonus Account Terms of Use.

Price of Services and Payment Terms. Acceptance of the Offer

4.1. The price of the Services is determined in accordance with the Tariff selected by the User.

4.2. The provision of Services is subject to 100% advance payment. In case of changes in the Tariffs, the sending of pre-paid but unused documents as of the date of the tariff change is carried out by the Operator at the price that was valid on the date of payment by the User.

4.3. The current Tariff is posted at the following link [Link to Tariff]. The Operator has the right to provide Services on special terms during promotions, the information about which is posted on the Operator's website.

4.4. The parties may agree to apply individual prices for the Services. The Operator's proposal to apply individual prices to the User is valid for 5 working days. Also, the parties have the right to review the prices for the Services at any stage of the performance of this Offer. The agreement to apply individual prices or change the prices for the Services is formalized by the Price Agreement Protocol, which is an integral part of this Agreement and enters into force upon signing by the parties of such a protocol.

4.5. The fact of the proper provision of Services by the Operator for the reporting month is certified by the signing of the Service Provision Certificate, which is issued by the Operator in the form of an electronic document and is sent to the User for signature by the 5th day of the month following the month in which the Services were provided.

4.6. The User must accept the provided Services and sign the Service Provision Certificate within 3 (three) business days from the date of receiving them from the Operator or, in case the User has any objections to the Service Provision Certificate and/or the Services, including their non-compliance with the terms of this Agreement, and/or in case of malfunctions in the operation of the Service, and/or in case the User detects defects, discrepancies, errors, etc., within the same period of 3 (three) business days, provide the Operator with a refusal to accept the provided Services and sign the Service Provision Certificate, with a list of identified defects, discrepancies, objections, and deadlines for their elimination (hereinafter - a Motivated Refusal).

4.7. If the User does not provide the Operator with a signed Service Provision Certificate or a Motivated Refusal within the specified period, the provided Services are considered accepted by the User.

4.8. At the Operator's discretion, the Operator may continue to provide access to the Service for 30 days after the actual amount of Services consumed by the User exceeds the amount of prepayment made by such User. In such a case, the User's payment for the provided Services shall be made within 5 (five) business days from the date of receiving the Service Provision Certificate from the Operator.

4.9. Payment for the provided Services is made in a non-cash form by transferring money to the Operator's current account specified in this Agreement.

4.10. The Operator of the service has the right to revise the Tariff, and in this case, such changes come into effect upon the placement of the revised Tariff if another effectiveness term is not determined additionally upon such placement.

4.11. If the User disagrees with the revised Tariff, the User has the right to refuse the Agreement by notifying the Operator of this in writing or by means of telecommunication. In case of not receiving a refusal, it is considered that the User agrees with the new Tariff.

4.12. The User accepts the Offer and enters into the Agreement by making an advance payment for the Services, in accordance with the first document submission.

4.13. After receiving an invitation from the Service to sign a document and registering on the Operator's website using the link provided, the Contractor acquires the status of a Contractor. Completion of the registration procedure on the Operator's website is an acceptance of the Offer for the Contractor.

4.14. The use of available accesses from the bonus account by the User is not subject to payment.

Term and Amendment of the Offer Terms

5.1. The Offer becomes effective from the moment of posting on the Internet and is valid until the Offer is withdrawn by the Operator of the service.

5.2. The Operator of the online service reserves the right to make changes to the terms of the Offer and/or withdraw the Offer at any time at its discretion. In case of amendments to the Offer by the Operator of the service, such amendments come into force from the moment of placement of the amended text of the Offer on the website at the specified address unless another term of effect of the amendments is determined additionally upon such placement. The Operator of the service informs Users about changes to the terms of the Offer and/or withdrawal of the Offer through their personal account.

Duration of the Agreement and Termination of the Agreement

6.1. The Agreement becomes effective upon acceptance of the Offer by the User (or Contractor) and is valid for 1 (one) year, but, in any case, until the Parties have fully fulfilled their obligations under this Agreement. If neither of the Parties has notified the other of the termination of this Agreement within 10 (ten) calendar days before the expiration date of the Agreement, then the term of this Agreement is considered extended for each subsequent year.

6.2. The Agreement may be terminated prematurely:

At any time with the consent of the Parties;

At the initiative of one of the Parties in case of a breach of the terms of the Agreement by the other Party with written notice to the other Party. In such a case, the Agreement is considered terminated from the moment of receipt by the Party that breached the terms of the Agreement of the corresponding written notice from the other Party;

At the initiative of one of the Parties, provided written notice is given to the other Party 10 (ten) calendar days before the date of termination of the Agreement;

For other reasons specified in this Offer (Agreement);

In case of termination of the Agreement at the initiative of the Operator of the online service, except in cases of breach of obligations by the User and/or the Contractor, the Operator of the online service shall refund the User for the cost of prepaid but unused Services.

Confidentiality and Guarantees

7.1. All information exchanged by the Parties for the purpose of fulfilling the terms of this Agreement, including information about technologies and technical solutions used by the Operator of the service, as well as any commercial information about the terms of cooperation between the Parties, is confidential and may not be disclosed or used without the written consent of the other Party, except in cases of forced disclosure at the request of authorized government authorities. In case of forced disclosure, the Parties shall immediately, but no later than within 3 (three) business days from the date of forced disclosure, inform the other Party in writing. Notwithstanding the limitations set forth in this section of the Agreement, the Parties agree that the Operator has the right to display the User's logo and its name on the Operator's website in the "Our Clients" section.

7.2. By accepting the terms and conditions of this Offer through its Acceptance, the User and/or the Contractor confirms and guarantees to the Operator of the service that:

The User and/or the Contractor provided accurate information (including personal data of the User) when registering as a User on the website https://axl.com.ua// and when preparing payment documents and making payments for the Services;

The User and/or the Contractor enters into the Agreement voluntarily, and the User and/or the Contractor: a) has fully read the terms of the Offer, b) fully understands the subject matter of the Agreement (Offer);

The User and/or the Contractor has all the rights and powers necessary to enter into and perform the Agreement.

7.3. By accepting this Offer, the User also agrees to use an electronic digital signature in document flow with the Operator as part of the performance of this Agreement. The Parties have agreed to use such an electronic digital signature in accordance with the procedures and terms provided by the Law of Ukraine "On Electronic Digital Signature," and the Parties have agreed that additional use of a seal (electronic seal) for documents within the performance of this Agreement is not necessary.

7.4. The User and/or the Contractor guarantees that the person using the User's electronic digital signature is duly authorized to represent the User and/or the Contractor on legal grounds.

7.5. The User and/or the Contractor is obliged to keep their login and access password to the Service confidential and protect it from access by any unauthorized persons not authorized to represent the User. The User agrees that all actions taken using their login and password are considered to be taken properly by their authorized representatives.

7.6. The User and/or the Contractor has no right to refer to actions performed on their behalf by unauthorized persons as a basis for avoiding liability for the results of such actions and/or for resolving disputed situations, except in cases where, before the actions were taken, the User informed the Operator of the loss of the password in writing.

Personal Data

8.1. By entering into this Agreement, the Parties grant each other the right and consent to process their personal data indefinitely in accordance with the Law of Ukraine "On the Protection of Personal Data." For the purposes of this section, the Parties' personal data refers to the personal data of the Parties' representatives, their officials, owners/founders, and/or shareholders/participants. The use and disclosure of information that constitutes the Parties' personal data are carried out exclusively within the necessary scope to ensure the activities and/or protect the interests of the Parties and to fulfill this Agreement.

8.2. By entering into this Agreement, the Parties confirm that all provided information constituting personal data has been provided by the Parties on legal grounds, and they have the right to use and dispose of it.

Responsibility and Limitations of Liability

For violations of the terms of the Agreement, the Parties shall be liable as established by the Agreement and/or the applicable legislation of Ukraine.

The User and/or the Contractor bears full responsibility for:

The content of information provided during registration, the content of documents uploaded and transmitted when using the Service.

The accuracy and completeness of the information provided by the User and/or the Contractor during registration as a user and the accuracy of the warranties and representations made by the User contained in section 8 of the Offer;

Their actions taken while using the Service and the actions of individuals taken on their behalf using their personal identification data.

9.2. The User and/or the Contractor undertakes to resolve disputes and settle claims of third parties regarding the information posted/sent/received and/or documents or compensate for damages (including legal costs) incurred by the Operator of the service in connection with claims and lawsuits based on the posting/sending/receiving of information and/or documents by the User.

Dispute Resolution Procedure

10.1. All disputes and discrepancies related to the Offer (Agreement) shall be resolved by the Parties through negotiations.

10.2. If the respective dispute cannot be resolved through negotiations, it shall be resolved through legal proceedings.

Force Majeure

11.1. The Parties are released from liability for partial, complete non-performance, or improper performance of obligations under this Agreement in case such non-performance or improper performance of obligations is a result of force majeure, that is, extraordinary and unavoidable circumstances that the Parties could neither foresee nor prevent (force majeure circumstances), including but not limited to: fires, floods, earthquakes, strikes, mass riots, coup d'etats, wars, or actions of government authorities and other circumstances that make it impossible for the Parties to fulfill their obligations under the Agreement, and if such circumstances directly affect the Parties' performance of obligations under the Agreement.

11.2. In case of force majeure circumstances during the validity of this Agreement, the performance of obligations under this Agreement shall be postponed for the duration of the force majeure circumstances.

11.3. The Party unable to perform its obligations under the Agreement must immediately, but no later than within 3 (three) calendar days after the occurrence of the force majeure circumstances, inform the other Party in writing. The same applies to the moment when the force majeure circumstances cease to exist. Untimely notification of the occurrence of force majeure circumstances deprives the respective Party of the right to further refer to the above-mentioned circumstances as a basis for exemption from liability for non-performance or improper performance, in whole or in part, of the obligations undertaken under this Agreement. The occurrence of force majeure circumstances must be confirmed by a certificate from the relevant competent authority.