PUBLIC   CONTRACT  

OFFER  

on the use of ITERIOS electronic information resource   

  

Limited Liability Company Travel Technology Lab ltd. represented by Director Topolnitsky Yurii acting on the basis of the Charter (hereinafter referred to as the Owner) guided by the current legislation of Ukraine, offers (a public offer) to an individual and / or legal entity (hereinafter referred to as the Customer), together hereinafter - the Parties, and each separately, the Party, to conclude a public service contract (hereinafter referred to as the Contract) under the following conditions:  

 

PREAMBLE  

This Agreement is public, in accordance with Art. Art. 633, 641 of the Civil Code of Ukraine, and its conditions are identical for all Customers, the unconditional acceptance of which is considered acceptance of this offer by the Customer.  

 

1.   TERMS.  

1.1.   Public contract - further the Agreement is a transaction to grant the right to use services, which establishes the same conditions for the provision of these services on all conditions of a public offer from the moment of its acceptance by the Customer.  

1.2.   The Offer is the proposal of the Owner, addressed to any natural or legal person in accordance with Article 641 of the Civil Code of Ukraine, to conclude with it a Public Contract contained in the Proposal.

1.3.   Acceptance - providing the Customer with complete and unconditional reply to the Proprietor on his proposal to conclude the Contract on the conditions determined by the public offer, by starting to use the Services and paying the Services in the amount of the tariff plans specified on the site.  

1.4.   Electronic information resource ITERIOS (hereinafter ITERIOS) - computer system of tourist information, control / accounting travelers applications bookings and requests that contain information on tourist products and related services, and through which they can be carried out search for travel services, book them and / or purchase tickets.  

1.5.   Services - ITERIOS capabilities and functions listed in clauses 1.4 and 1.7-1.9.  

1.6.   The customer is an individual, or Travel agent, or network Travel agents with an account in ITERIOS, regardless of the number of ITERIOS products and additional services that are used.  

1.7.   ITERIOS Travel Agent (hereinafter referred to as ITA) is ITERIOS product designed for automation Travel.  

1.8.   The ITERIOS Agency Network (hereinafter referred to as the IAN) is the ITERIOS product intended for the automation of the central office of the travel agencies network.  

1.9.   The ITERIOS API (hereinafter referred to as the ITAPI) is a set of finished classes, procedures, functions, structures and constants provided by the application (library, service) or the operating system for integration with external software products.  

1.10.   API key is the unique value (code) assigned to the user of the service and identifies his account.  

1.11.   Tariff plan - a set of services and pricing conditions under which the Owner proposes to use ITERIOS for each product.  

1.12.   The charging period is 1 (one) calendar month from the date of activation of the Customer / Travel Agent account in any of ITERIOS products, or from the date of the last change of the tariff plan. If the tariff has been selected for a year, the charging period is set to 1 (one) calendar year from the moment of election.  

1.13.   Additional services - a service / services that the Customer may purchase in addition to the services included in the Customer's chosen tariff plan. The term of validity of additional services is tied up to the term of validity of the tariff plan chosen by the Customer. Additional services, which are calculated by the number of units provided per month, are charged on a monthly basis, regardless of whether the tariff is chosen for the month or year.  

1.14.   Account - a travel agent's account or a central office of a travel agent's network in ITERIOS, which unites under the logins of employees working on the specified Travel Agent or the central office. The availability of the account and its functions depends on the chosen tariff plan and the current account balance on the virtual account .  

1.15.   Virtual Account - the Customer's balance on each of his accounts, due to which the use of the tariff plan and additional services is paid.  

1.16.   Login - an unique email , which together with the password is used to identify the users of the Customer in the process of using it access to ITERIOS products.  

1.17.   A password is a combination of characters of a length of at least 6, which must contain Latin letters and numbers, and, together with logins used for identification by the customer when connecting and implementing access to ITERIOS products .  

1.18.   Confidential information - technological data / financial data / information about clients and counterparties of the Parties, marketing research results, etc., including documents made in any document, regardless of the means of information transmission, any marks on the document, media or forms granting; any information that is not known or publicly available and has real or potential value for the parties for commercial reasons, the disclosure of which may cause material damage, as well as undermine the business reputation or prestige of the Party and its personnel; any document of the Party has the "Confidential" and / or "For official use" and / or "Bank secrecy".  

1.19.   Spam - mass mailing of commercial and other advertisements or similar commercial types of messages to individuals who have not expressed a desire to receive them.  

1.20.   The travel agent (in the understanding of this agreement) is a legal entity or a natural person, the subject of entrepreneurial activity, which is the Travel Agent in defining the Law of Ukraine "On Tourism" and has a contract / contract / agreement with the Customer on joint activity / franchising / licensing / agency / commission, the subject of which is the sale of tourist products in the framework and on terms specified by the Customer.  

1.21.   Exclusive right - the exclusive right granted to individuals (organizations) and is not given to anyone else.  

1.22.   Franchising is a kind of relationship between market actors, when one party transfers the right to a certain type of business to the other party for a fee, using the developed business model of its conduct.  

1.23.   Travel agents network - group of travel agents working with the central office, including franchising terms and conditions.  

1.24.   All other travel terms, except Travel Agent , are used in the same meaning as in the Law of Ukraine "On Tourism".  

 

2.   SCOPE OF THE CONTRACT.  

2.1.   The owner, for a fee and on terms specified in this contract, undertakes to provide the Customer with access and the possibility of using ITERIOS, and the Customer undertakes to use ITERIOS within the framework and for the purpose specified by this agreement and pay for its use.  

2.2.   Access and the ability to use ITERIOS are in the following functionality (according to the Customer's choice), but not limited to:  

2.2.1.   ITA:  

Automation actions of employees in travel agencies aimed at finding and attracting tourists, assistance in search and selection of tourist products and services in accordance with the wishes of tourists, support of work with suppliers of tourist products and services (including tour operators), automatic generation of basic documents, fixation payments, assistance in obtaining feedback from tourists on the services provided, and in stimulating re-sales. Functional delimitation of access rights among the employees of the Customer.  

2.2.2.   IAN:  

Automation of the relations of the Central Office of the Customer with the Travel agents included in its network, including the possibility list management travel agencies networks, the option to pay for their work with ITA, options for displaying work statistics of travel agencies in the network and the ability to control certain actions.  

2.2.3.   ITAPI:  

Ability to use APIs to integrate ITERIOS with its software.  

2.3.   Functionality what described in item 2.2. of this agreement for each ITERIOS product, is a minimum requirement. At the same time, the Parties have the right, by signing an additional agreement / agreements, at any time of the agreement, specify / decrypt / detail / expand this functionality or her component parts.  

2.4.   Acceptance of the contract  

2.4.1.   Confirmation of the complete and unconditional acceptance of a public offer is the registration of the Customer's account in ITERIOS, which indicates acceptance of the public offer.  

2.4.2.   The contract is considered concluded without its subsequent signing from the moment registration the customer of the account in ITERIOS and the commission of other actions stipulated by the Agreement, which testify to the consent to abide by the terms of the Agreement, without the signing of a written copy by the Parties.  

2.4.3.   The Customer agrees to comply with the terms of the Agreement and agrees to receive the Services in accordance with the terms and conditions established by the Owner for the payment of ordered services.  

2.4.4.   When concluding the Agreement, the Customer automatically agrees with the full and unconditional acceptance by the Customer of the provisions of the Agreement, Tariffs and all annexes, which is an integral part of the Contract.  

 

3.   RIGHTS AND RESPONSIBILITIES.  

3.1.   The owner undertakes:  

3.1.1.   In order, in due time and on the terms specified in this contract, provide to the customer access and use of products ITERIOS within the framework of the elected tariff plans and / or additional services.  

3.1.2.   Provide user training, if required.  

3.1.3.   Provide technical support for users on terms and through the channels announced on the support site - https://support.iterios.com/ and in the ITERIOS product interfaces, where provided.  

3.2.   The owner has the right:  

3.2.1.   On receipt of payment for their services / work order in the terms and conditions set forth herein and attachments.  

3.2.2.   Require the Customer not to grant or share received accesses, passwords, logins to third parties other than their employees and / or travel agents .  

3.2.3.   Require the customer control over the staff and / or travel agents for not providing them accesses, passwords, logins to third parties.  

3.2.4.   Block access to features ITERIOS in case of violation by the Customer of the provisions of Section 5 of the Agreement.  

3.2.5.   To delete the Customer's account without using the ITERIOS products selected by the Customer for 12 months since the last use of ITERIOS, or upon written request from the Customer for the removal of his account.   

3.3.   The customer undertakes:  

3.3.1.   In order, in accordance with the terms and conditions stipulated by this agreement, to pay access and use of ITERIOS, including travel agents in their network that does not pay access to ITERIOS on their own.  

3.3.2.   Do not provide accesses, passwords, logins to ITERIOS to third parties. Accesses, passwords, logins can be provided exclusively to their own employees and / or Travel agents for their use.  

3.3.3.   Controlling staff and / or Travel agents for not providing them accesses, passwords, logins to ITERIOS to third parties.  

3.3.4.   Do not use the functionality of email and sms mailing, as well as other tools for direct communication with tourists ( travel agents' clients ) of ITERIOS products for sending spam.  

3.3.5.   Controlling staff and / or Travel agents to get their clients' consent to receive email, SMS and other personal messages from the ITERIOS system .  

3.4.   The customer has the right:  

3.4.1.   On terms and conditions specified in this agreement, require the Owner to provide access and the possibility of using ITERIOS.  

3.4.2.   On the basis of an official written request to the Owner, to require the Owner to remove the Customer's account.  

 

4.   STEPS OF THE AGREEMENT EXECUTION.  

4.1.   The owner gives the Customer the right to free access to following ITERIOS products within 14 calendar days from the date of activation of any account in any of the following products: ITA.

4.2.   Further usage of products listed in item 4.1 above, is determined by the conditions of the chosen tariff plan for each of accounts and the status of a virtual account account .  

4.3.   Control over the state of the virtual account of the account and its timely replenishment to continue the use of any products ITERIOS belongs to the competence the customer except Travel agents networks that replenish their virtual accounts on their own (when the customer is Travel agents network).  

4.4.   If the Customer to replenish the virtual account periodically requires invoicing from the Owner, periodicity agrees to email or is prescribed in the supplementary agreement to this agreement.  

4.5.   The ordering of additional services, control of their number and use fall within the competence of the Customer. In particular - the account owner , for whose users additional service information is provided. Their payment is also tied to the virtual account of the account .  

4.6.   When Customer is a Travel agents network, each new  connected travel agent who was not a participant in the Customer's network at the time of signing this agreement has the right to the same conditions as the Travel agents included in the network at the time of signing the agreement. The procedure for connecting and working with new Travel Agents is the same (regulated by the points above this section).  

 

5.   PAYMENTS.  

5.1.   Payment for the Services is made in the national currency of Ukraine - hryvnia by debiting funds from a virtual account account of The customer at the beginning of each new period of tariffication, during the change of tariff package, when ordering additional services and when connecting new ITERIOS products that do not have a free access period.  

5.2.   If   the tariff package has been changed not at the beginning of the new tariff period, the balance for unused days of the previous tariff is returned to the virtual account of The customer. The funds will be charged immediately for the next period according to the newly choosed tariff. The billing period will be set from the date of the tariff change.  

5.3.   The customer independently determines the amount of the invoice(s) for replenishing your own virtual account in ITERIOS for the next period, based on:  

5.3.1.   Data of ITERIOS on the activity of using ITERIOS products by its employees and/or Travel agents included in the Customer's network (if there are any and do not pay access to ITERIOS on their own), including additional services;  

5.3.2.   Customer's plans for use of ITERIOS products and additional services in the next period (month or year).  

5.3.3.   When Customer is Travel agents network - plans for expansion / reduction numbers of Travel agents in the customer network who will use ITERIOS products in the next period, and do not pay access to ITERIOS by themself.  

5.4.   The customer has to pay either ownself or based on invoices issued by the Owner each agreed numbers monthly or on the next business day, if the specified number is inactive for some month. Payment(s) must be made within 5 (five) business days from the moment their receiving.  

5.5   When making payment on account, the Customer is obliged to indicate in the payment document the number of the invoice, issued by the Owner, and identifies the paid services. Payments in this case are made by cashless transfer from the bank account of the Customer to the owner's bank account.  

5.6.   The owner has the right to unilaterally introduce new tariff plans and change the cost of existing tariff plans. About the introduction of such changes The Owner notifies the Customer by posting a notice on this on the Owner's Website or by sending a message to the Customer's e-mail. Date of entry into force such changes there is a date their publications on the owner's site.  The payment, which was made earlier for changed tariff plans, is not transferred to new tariffs.  

5.7.   Services are considered paid at the time of receipt of funds to the owner's current account, including indicated on the relevant invoice. Not more than within 1 working day after that, funds are credited to a virtual account account The customer.

 

6.   VALIDITY OF THE AGREEMENT. TERMS. CHANGES AND TERMINATION.  

6.1.   This agreement comes into force with at the moment of registration of the Customer's account or from the moment of signature by the Parties and valid for 1 (one) calendar year.  

6.2.   Each Party has the right to terminate this Agreement unilaterally with obligatory written notification of the other Party not later than 30 (thirty) days before the date of termination of the Agreement.  

6.3.   If neither of the Parties has expressed a wish to terminate the Agreement upon expiration of its validity, the Agreement is automatically considered to be prolonged for another 1 (one) calendar year.  

6.4.   The number of such automatic renewals (prolonhuvan) Agreement - unlimited.  

6.5.   Changes to this Agreement are made by publication   report this on the Owner's Website or by sending a message to the Customer's e-mail.  

 

7.   SPECIAL CONDITIONS AND RESPONSIBILITY OF THE PARTIES.  

7.1.   The owner is not responsible for the correctness of filling the application and booking data by the Client / Travel agent and possible consequences caused by the incorrect filling of the application.  

7.2.   The owner is not responsible for the incorrect information provided by the tourist product supplier that has been transferred to ITERIOS, which includes, but is not limited to, the cost of the tourist product, the hotel description and the list of services included in the offer.  

7.3.   The Owner does not guarantee the absolute irrefutability or irrefutable nature of ITERIOS and does not guarantee that the proposed software or any other material does not contain system errors. The owner takes all reasonable efforts and measures to prevent this.  

7.4.   The owner is not liable for the direct or indirect damage caused to the Customer / The travel agent as a result of the use or inability to use ITERIOS or incurred as a result of errors, omissions, interruptions in operation, deletion of files, defects, delays in work or data transfer, or changes in functions and other reasons.  

7.5.   The owner is not responsible for the quality of public communication channels through which access to ITERIOS is provided.  

7.6. The Client / Travel Agent assumes full responsibility and risks associated with the use of the Internet, including the responsibility for assessing the accuracy, completeness and usefulness of any thoughts, ideas, other information, as well as the quality and characteristics of the goods and services that distributed to the Internet and provided to the customer / travel agent with the help of ITERIOS.

7.7.  The Customer / Travel Agent assumes full responsibility for the use of templates of formal documents (contracts, acts, invoices, etc.) available at ITERIOS. In the event of an error or inaccuracy, the Customer / Travel Agent must notify the Owner immediately by contacting one of the support channels provided on the support site - https://support.iterios.com.

7.8. The Customer / Travel Agent is fully responsible for maintaining his / her password and for damages that may result from unauthorized use. In case of the theft of the login and password caused by the third party's fault, and the impossibility of self-renewal of the login / password, the Customer / Travel Agent has the right to send to the Owner the application for the change of the login and password, with the obligatory appendix to the statement of the corresponding financial document, that confirms the payment for using ITERIOS.               

7.9. The owner is not the respondent or co-respondent of any obligation and expenses related to violation of the provisions of this Agreement by the Customer / Travel Agent or other persons using the Customer's / Travel Agent's username and password ; or related to using the Internet with ITERIOS; or associated with the placement or transmission of any message, information, software or other materials on the Internet by the Customer / Travel Agent or other persons using his login and password.         

7.10. The customer agrees to receive notifications about the Services by e-mail (Email) via Short Message (SMS) and through the communicators, in which customer contacts noted during the registration or use ITERIOS.

7.11. The Parties have agreed to consider that electronic versions of invoices and acts of acceptance-transfer of works used by the Parties under the current Agreement have the same legal validity, as well as paper-based documents signed by authorized representatives of the Parties.                         

7.12. The Parties agreed that the facsimile reproduction of the signature on the accounts and acceptance-transfer acts signed by the Parties within the framework of the present Agreement shall have the same legal validity as the signature of authorized representatives of the Parties.

7.13. The Parties agree to use in their activities electronic documents that are sent, authenticated by digital signature (EDS), have full legal force, give rise to rights and obligations for the Parties, can be presented to the court as proper evidence and recognized as equivalent to documents, which are made on paper. Acknowledgment of the transmission of documents (sending, receiving, etc.) is considered to be legitimate confirmation of the actual acceptance-transmission of such documents by the authorized persons of the Parties and does not require additional proof. 

7.14. For non-fulfillment or improper fulfillment of their obligations, the parties are liable in accordance with the current legislation of Ukraine, including liability for lost income and lost profit.   

7.15. All disputes and differences are intended to be resolved by negotiation. In case of the impossibility of resolving disputes and differences by negotiation, the dispute shall be submitted for resolution to the courts.   

 

8.   FORCE MAJOR.  

8.1. The Parties shall be released from liability for non-fulfillment of obligations under this Agreement if this non-compliance was the result of circumstances of force majeure (force majeure). Under circumstances of force majeure, extraordinary and unforeseen circumstances beyond the control of the Parties should be understood, the consequences of which could not be avoided, even by making maximum efforts, including but not limited to: elemental, strike, declared and unannounced war, threat of war, terrorist act, blockade , revolution, revolt, rebellion, mass riots, public demonstrations, sabotage, acts of vandalism, lightning, fire, storm, flood, earthquake, storm of snow, explosion, electric power failure, interruptions in the work of telecommunication networks, and    as well as a change in the current legislation of Ukraine, as a result of which it is impossible to fulfill this agreement under these conditions.  

 

9.   FINAL CONDITIONS. 

9.1. The Owner confirms and warrants that he is the full owner of all rights to use ITERIOS. The owner owns all tangible and intangible intellectual property rights on the ITERIOS intellectual property object and all its components, as well as the rights to the domain / hosting of the hosted resource, the right to the equipment by which the data is processed. At the moment of signing the agreement, the owner is not aware of any material or other claims of third parties to him that would concern ITERIOS.   

9.2. The fact of concluding this Agreement is not confidential information. The parties agree to use the fact of the conclusion of the Agreement for advertising and informational purposes in the form of publications in electronic and paper forms, press releases, newsletters, etc. However, the Parties have agreed that the terms of this agreement, which are not subject to disclosure, are confidential. Also confidential is all information (technical / financial / about clients / counterparties), which is transferred by the Parties to each other in the process of implementation of this agreement.     

9.3. Each Party undertakes not to disclose or disclose to third parties the confidential information provided by the other Party to it, its agents, agents and representatives and not to use it for any purpose other than those for which such information was provided to it by the other Party, during the term of this Agreement, and also to ensure such non-disclosure and non-use of confidential information by its agents, executors and representatives.   

9.4. To this end, each Party undertakes to limit to its own side the circle of persons who possess such information, those persons whom the specified information will be necessary for the provision / execution of the tasks discussed by the parties. The Parties undertake to maintain the confidentiality of negotiations, correspondence and other actions related to this Agreement and not to disclose such information to third parties without the written consent of the other party.     

9.5.   The obligation not to disclose confidential information shall be valid for a period of five years from the date of termination of the Agreement.  

9.6.   The parties confirm that their activity does not violate the principles of the Law of Ukraine "On Protection of Personal Data".  

9.7. All properly supplemented applications, additions, and additional agreements to this agreement are an integral part thereof. Invalidity of a separate part of this contract or an individual annex / addition to it does not entail the invalidity of the contract as a whole.   

9.8. This agreement is concluded in Ukrainian, with full understanding by the Parties.   

9.9. Ever since the registration of the Account Customer in ITERIOS all prior negotiations, correspondence, agreements and additions thereto, any oral and written agreements are no longer valid.       

9.10. Neither Party has the right to transfer its rights or obligations under this agreement to another (third) person without the written consent of the other Party.   

 

10.   THE OWNER DETAILS.  

Travel Technology Lab ltd.    

03039, Ukraine, Kyiv, Golosiivs'ka street, 7, building 2, office 3-1  

p / p UA853007110000026001052715820 in PJSC CB "Privatbank" MFO 300711

USREOU 38682976   

www.iterios.com