Public agreement on the provision of technical services

Individual Entrepreneur Melnyk Zakharii Volodymyrovych, acting on the basis of a certificate of state registration (the Contractor), of the one part, and the Person who has acceded to this Agreement (the Customer), of the other part, together the Parties and each separately a Party, have entered into this Agreement on the provision of technical services (the Agreement) as follows:

This Agreement is a contract of adhesion within the meaning of Article 634 of the Civil Code of Ukraine and may be concluded only by the Customer acceding to all of its terms as a whole. In accordance with Article 642 of the Civil Code of Ukraine, full and unconditional acceptance of this Agreement is the fact that the Customer connects the Acquiring service from the Bank through the Platform. The moment of acceptance is deemed to be the moment the Agreement is concluded. An Agreement concluded by the Customer by acceptance has legal force in accordance with Article 642 of the Civil Code of Ukraine and is equivalent to an Agreement signed by the Parties.

In compliance with applicable law and guided by the principle of freedom of contract provided for by Articles 6 and 627 of the Civil Code of Ukraine, the Parties enter into this Agreement.

1. Definitions

• AOA Platform: the result of computer programming in the form of a web application available at aoa.com.ua, intended to automate interaction between venues, event organizers and their clients, including systems for bookings, ticket sales, event management and internet acquiring. The Personal account is an integral part of the Platform.
• Bank: JSC "UNIVERSAL BANK" (entry in the State Register of Banks No. 92, date of entry: 20.01.1994, registration number in the State Register of Banks 226), which provides the Acquiring service to the Customer.
• Customer: an individual entrepreneur or a legal entity with the necessary legal capacity and capacity to act, which has acceded to this Agreement and uses the Platform to accept payments from its clients. The Customer may be:
  • Venue: a legal entity or an individual entrepreneur carrying out business activities in the field of catering, entertainment, services, etc. and using the Platform to sell tickets to events held at the venue;
  • Event Organizer: an individual entrepreneur or a legal entity that does not necessarily have its own venue but uses the Platform to organize events and sell tickets to them.
• Order: a request placed by a client of the Customer through the Platform to receive goods / works / services of the Customer (purchase of event tickets, a booking, payment for venue services, etc.).
• Personal account: a virtual self-service tool of the Customer or a person authorized by the Customer, located on the Platform and containing data on client orders, analytics, settings and other information about the Customer.
• Technical services (or the Services): services in the field of information and communication technologies provided by the Contractor to the Customer by means of the Platform for the purpose of collecting, processing and providing the information necessary for the Customer to receive the Acquiring service from the Bank. These technical services are used by the Customer when receiving the Acquiring service from the Bank.
• Acquiring service: a payment service provided by the Bank to the Customer under an agreement concluded between them, consisting in the acceptance of payment cards (Visa, Mastercard, Apple Pay, Google Pay), which results in a transfer of funds to the Customer.
• Subscription: a pricing plan under which the Customer may receive additional services of the Platform (analytics, CRM, marketing tools, event management, etc.) and/or a reduction or waiver of the ticket sales commission, the terms of which are published on the relevant pricing pages.
• Acceptance: full and unconditional acceptance by the Customer of the terms of this Agreement, carried out by connecting the Acquiring service from the Bank through the Platform.

2. Subject of the agreement

2.1. Under this Agreement, the Contractor undertakes to provide the Technical services to the Customer, and the Customer undertakes to pay the Contractor for the Services provided in the amount and in the manner provided for by this Agreement.

2.2. In performance of this Agreement, the Contractor undertakes to provide the Customer with Technical services, namely services in the field of information and communication technologies in the form of access to the functionality of the AOA Platform (KVED 63.11), which integrates the Customer's Personal account with the Bank and allows the Customer to connect online payment of Orders. Within the Services, the Contractor, using the AOA Platform:

• receives from the Customer the information and documents necessary to register the Customer on the Platform;
• receives from the Customer, on an ongoing basis, information about the list of goods / works / services offered to the Customer's clients (events, tickets, bookings, etc.);
• receives from the Bank information on transactions within the Acquiring service made in favour of the Customer;
• transmits to the Bank information on the Order as the basis for transferring funds from the Customer's clients in favour of the Customer;
• transmits to the Bank information on the amount of the Contractor's commission to be paid by the Customer for the Technical services provided.

2.3. The Services are provided to the Customer by connecting the Customer's Personal account to the Bank's API and maintaining the proper functioning of this connection, which ensures effective use of the Platform for accepting payments.

2.4. The Customer consents to and instructs the Contractor to process and transmit confidential information about the Customer to the extent required by the Bank to provide the Acquiring services to the Customer.

2.5. The Services are used by the Customer when receiving the Acquiring service from the Bank. The Contractor has no access to the Customer's funds. In accordance with clause 8 of part 1 of Article 9 of the Law of Ukraine "On Payment Services", the provisions of that Law do not apply to the Technical services.

2.6. The Acquiring service is provided exclusively by the Bank and on the Bank's terms. Any other services besides those specified in this section may be provided by the Contractor under a separate arrangement with the Customer.

2.7. Access to the Platform is provided to the Customer "as is" in accordance with principles generally accepted in international practice. The Contractor does not guarantee uninterrupted operation of the Platform in the event of circumstances beyond the Contractor's control (natural disasters, wars, government actions, failure of external networks, etc.), if the Bank does not provide the Acquiring services to the Customer, or in the event of actions of the Customer that result in a lack of access to the Platform.

2.8. All intellectual property rights to the AOA Platform belong to the Contractor.

3. Payment procedure

3.1. For the Technical services provided under this Agreement, the Customer pays the Contractor a commission of 5% of the amount of each Order paid using the Acquiring service from the Bank. This commission may be reduced or waived if the Customer takes out the relevant Subscription in accordance with the current pricing plans.

3.2. In order to pay for the Technical services in the form of the commission, the Customer instructs the Bank, on the day the transaction amounts are reimbursed, to make regular payments, namely debit transfers from the Customer's Account to the Contractor's current account in the amount of the commission on each transaction at the rate set by this Agreement.

3.3. The Parties have agreed that the cost of the Contractor's Services does not include the cost of the Bank's Acquiring services. The Acquiring services are provided and charged in accordance with the Bank's terms. The procedure and timing of payment processing are determined by the Bank. The Bank has the right to change the cost of banking services unilaterally.

3.4. A Subscription to additional services of the Platform is paid for by the Customer separately according to the selected pricing plan. Current prices for Venues are published at aoa.com.ua/pricing/businesses, and for Event Organizers at aoa.com.ua/pricing/organizers.

3.5. A certificate of acceptance of the Services provided may be signed by the Parties monthly by the 15th day of the month following the reporting month, or within another period separately agreed by the Parties, only if the draft of such a certificate is prepared by the Customer.

3.6. The Contractor reserves the right to change the cost of the Services and pricing plans, subject to prior notice to the Customer of the planned changes.

4. Rights and obligations of the parties

4.1. The Contractor undertakes to:

• ensure the technical ability to accept payments through the Platform;
• transmit to the Bank, in a timely manner, the information necessary to transfer funds in favour of the Customer;
• ensure the confidentiality and protection of the Customer's information in accordance with the applicable law of Ukraine.

4.2. The Contractor has the right to:

• engage third parties to perform its obligations under this Agreement;
• unilaterally terminate this Agreement without paying the Customer any compensation in the event of material breaches of this Agreement by the Customer;
• remove any information from the Platform if it does not comply with this Agreement or applicable law, or infringes the rights of third parties.

4.3. The Customer undertakes to:

• provide accurate information when registering on the Platform;
• update in a timely manner the information about the goods / services / events offered to clients;
• not use the Platform for activities contrary to the applicable law of Ukraine;
• not sell through the Platform goods and services prohibited by the applicable law of Ukraine and the rules of the International Payment Systems;
• comply with the rules of the International Payment Systems Visa and Mastercard;
• have the relevant licenses and permits required to carry out the Customer's activities.

4.4. By accepting the terms of this Agreement, the Customer confirms and warrants that it is a duly registered business entity and holds all the permits necessary to carry out its activities.

5. Liability of the parties

5.1. For non-performance or improper performance of their obligations under this Agreement, the Parties are liable in accordance with the applicable law of Ukraine. A breach of an obligation is its non-performance or improper performance, that is, performance in violation of the terms defined by the content of the obligation.

5.2. The Parties acknowledge that the Contractor is not a party to the legal relationships that exist or may exist between a client of the Customer and the Customer, the Bank and the Customer, or a client of the Customer and the Bank.

5.3. The Contractor is not liable for:

• the quality of the goods / works / services that the Customer offers to its clients;
• whether or not the Customer has the permits required to sell goods / works / services;
• actions or omissions of the Bank in providing the Acquiring service;
• circumstances beyond the Contractor's control (force majeure: natural disasters, wars, terrorist acts, government actions, failure of external networks);
• actions of the Customer that resulted in the termination of access to the Platform or the Acquiring service.

5.4. The Contractor's liability under this Agreement is limited to the amount of the last payment made by the Customer to the Contractor. The Contractor does not compensate for losses.

5.5. The Contractor is not liable for the actions of the Customer and/or its clients.

5.6. If the Customer breaches the current rules of the International Payment Systems and/or the terms and rules for providing/receiving banking services of the Bank or a payment system and/or other requirements of applicable law, and penalties are applied to the Contractor for the breaches committed by the Customer, the Contractor has the right to recover the corresponding penalties from the Customer by way of recourse.

6. Complaints procedure

6.1. Complaints related to the quality of the Services may be submitted to the Contractor no later than 48 hours after the circumstances that are the subject of the complaint arose.

6.2. Complaints are submitted electronically to the email address support@aoa.com.ua and must include a detailed description of the circumstances that are the subject of the complaint.

6.3. The Contractor undertakes to examine the content of the complaint immediately and to take all possible measures to verify and, if necessary, remedy the shortcomings. The Contractor provides the Customer with the results of the review of the complaint in writing within 15 business days of receiving the complaint.

7. Term of the agreement

7.1. This Agreement enters into force when the Customer accepts its terms (connects the Acquiring service from the Bank through the Platform) and remains in force until the Parties have fully performed their obligations.

7.2. The Customer has the right to withdraw from this Agreement at any time.

7.3. The Contractor has the right to unilaterally terminate this Agreement without paying the Customer any compensation in the event of material breaches of this Agreement by the Customer.

7.4. Expiry of the Agreement does not release the Parties from liability for a breach of it that occurred while this Agreement was in force.

8. Confidentiality and processing of personal data

8.1. Taking into account the terms of this Agreement, the Customer gives the Contractor consent to the processing of personal data. Personal data may be used by the Contractor solely for the purpose of performing this Agreement.

8.2. Under this Agreement, the Contractor is granted the right to process the personal data provided by the Customer when creating the Personal account or registering on the Platform.

8.3. The Contractor undertakes to use the personal data provided in accordance with the requirements of the Law of Ukraine "On Personal Data Protection" as in force at the time such personal data is processed.

8.4. In the course of processing personal data, the Parties undertake to:

• strictly comply with the requirements of the applicable law of Ukraine on personal data protection;
• ensure that personal data that has become known to them in the course of performing this Agreement is used only within the scope of their official (job) duties;
• not take actions that may damage the reputation of and/or cause losses to the other Parties in the course of performing this Agreement;
• take all actions within their control to preserve and protect the information that has become known to them in the course of performing this Agreement.

8.5. The Contractor has no right to provide the Customer's information to third parties without the Customer's consent, except for lawful requests of authorized public authorities.

8.6. All information provided by one Party to the other Party under this Agreement is restricted information and may not be disclosed, published or in any other way made available to a third party without the written consent of the Party transmitting such information.

9. Dispute resolution

9.1. This Agreement is governed by the applicable law of Ukraine.

9.2. The Parties undertake to resolve any dispute through negotiations and out of court.

9.3. If a dispute cannot be resolved through negotiations and out of court, it may be referred to a court for resolution in accordance with the applicable law of Ukraine.

10. Other terms

10.1. The rights and obligations of each Party under this Agreement may not be transferred to another natural person or legal entity without the written permission of the other Party, except in the cases provided for by this Agreement.

10.2. In the event of a change of location and/or details, the Parties must notify each other of such a change within 2 days of it taking place.

10.3. The Contractor has the right to change the terms of the Agreement by publishing an updated version of the Agreement at aoa.com.ua/terms/merchant. The Customer must keep track of updates to the Agreement on its own and review the updated versions. If the Customer does not agree with the changes to the Agreement, the Customer must, within 3 (three) days of the Agreement being updated, notify the Contractor of this in writing and provide the Contractor with a written notice of termination of the Agreement. If the Contractor does not receive the Customer's written notice of disagreement with being served on the new terms within the specified period, this confirms the Customer's consent to work with the Contractor under the new (amended) terms of the Agreement.

10.4. In all matters not provided for by this Agreement, the Parties are guided by the applicable law of Ukraine.

11. Address and details of the Contractor