Ternopil 3rd of December 2018
LIMITED LIABILITY COMPANY “Wise Engineering”, a legal entity registered in accordance with the
legislation of Ukraine at: Ukraine, 46011, Ternopil, Stepan Bandera Ave. 33, room 7, identification code of
the legal entity: 41476906, represented by CEO Viktor Kalinchuk, acting based on the Articles of
Association or the Minutes (Resolution) No.1 of the General Meeting of Members of the LIMITED LIABILITY
COMPANY "Wise Engineering" dated 25th of July 2017, hereinafter – the "CONTRACTOR", publishes this
Agreement for Provision of Services (hereinafter – the "Agreement"), with is in accordance with and in
understanding of Art. 633 of the Civil Code of Ukraine is a public agreement, as well as in accordance with
and in understanding of Art. 641 of the Civil Code of Ukraine, it is an offer (proposal) to the individual
entrepreneurs and legal entities (hereinafter - the "CUSTOMERS"), in accordance with which:
LIMITED LIABILITY COMPANY "Wise Engineering", a legal entity registered in accordance with the legislation of Ukraine at: Ukraine, Ternopil, 46011, Stepan Bandera Ave. 33, room 7, identification code of the legal entity: 41476906, represented by CEO Viktor Kalinchuk, acting based on the Articles of Association or the Minutes (Resolution) No. 1 of the General Meeting of Members of the LIMITED LIABILITY COMPANY "Wise Engineering" dated 25th of July 2017, hereinafter - the "CONTRACTOR", on the one part,
INDIVIDUAL ENTREPRENEUR OR LEGAL ENTITY, hereinafter – the "CUSTOMER", on the other hand, hereinafter referred to collectively as the "Parties", and each individually as a "Party", have concluded this Agreement on the following:
1. DEFINITION OF TERMS
1.1. For the purpose of unambiguous interpretation, the terms given below are used in this Agreement in the
1.1.1. Service of the Contractor (hereinafter referred to as the "Service") is an online service that provides the Customer with the opportunity to create and/or edit the menu design of a catering establishment in online mode, as well as other features provided by the Service, including offline, which are inextricably linked with the online service (for example, printing a menu, ordering a unique menu from a designer). The service and its characteristics are posted on the Internet at the domain address https://waitron.menu; they are constantly being supplemented, developed and may change depending on the internal policies of the Contractor.
1.1.2. Services are a set of services provided by the Contractor to the Customer on the terms of the offer (proposal). The list of services provided by the Contractor under this Agreement may include the following services:
1.1.3. Account is a personal record of the Customer, which includes a set of Customer's data for
access to the Service and the effective use of the Service’s capabilities.
1.1.4. Registration Page is a web page located at the domain address https://waitron.menu, and is intended to enter the data required for registration as a Customer.
1.1.5. The Customer’s Cabinet is a special section on the Contractor’s Service, where the Customer can manage the Services and functions of the Service, which the Customer accesses through the Account.
1.1.6. The menu is a list of dishes and drinks offered to consumers in catering establishments. The menu may also contain other catering information.
1.1.7. A template is a sample menu with comments on how to fill it.
1.2. There may be terms used in this Agreement that are not provided for in paragraph 1.1. In this case, the interpretation of the term is made in accordance with the text of the Agreement. In the absence of an unambiguous interpretation of the term in the text of the Agreement, the interpretation of the term should be used, determined by (in the following sequential ordering): the legislation of Ukraine; on the website at the domain address https://waitron.menu; generally accepted interpretation.
2. SUBJECT OF THE AGREEMENT
2.1. The Contractor herein shall provide the Services to the Customer and the Customer, in turn, undertakes
to pay for such services to the Contractor, if such payment is provided for on the website at the domain
https://waitron.menu, as well as perform other obligations on complying
with the order, terms and conditions provided for in this Agreement.
2.2. The choice of specific Services is carried out by the Customer on the website at the domain address https://waitron.menu.
3. PROCEDURE FOR PROVIDING SERVICES BY THE CONTRACTOR TO THE CUSTOMER AND RECEIVING THE SERVICES PROVIDED
3.1. The Services are provided by the Contractor through the Service, where the Customer undergoes the
registration procedure consisting of filling in the corresponding electronic registration application (form)
and acceptance (approval) of this Agreement by means of technical confirmation, after which the Customer
gets access to the Customer’s Cabinet. Therefore, this Agreement is deemed to be concluded from the moment
of registration on the website at the domain address https://waitron.menu,
after providing a full and
unconditional acceptance (approval) of this Agreement by technical confirmation. The fact of the Customer’s
registration on the Registration Page is the unconditional acceptance of the terms of this Agreement by the
3.2. After completing the registration procedure, the Customer is granted free access to the Customer’s Account, where it is possible to create, edit, save and download the menu using a limited number of templates. The Customer is also given the opportunity to upload his own menu, that is, a menu created without using the Service. The Customer has the right to use the original link to the menu on the website at the domain address https://waitron.menu for publishing the menu online.
3.3. After completing the registration procedure, the Customer is offered the paid options of the Service (creation of a menu, creation of a menu by a designer, creation of a menu using additional templates), which the Customer is entitled to use in case of payment at the rate indicated on the website at https://waitron.menu.
3.3.1. The menu-making service is available only in the following countries: Ukraine. To order this service, the Customer specifies the necessary metrics in the registration form, in particular, but not exclusively, the characteristics of the paper for printing a menu, the need for lamination, the quantity, the desired date of menu manufacture, as well as the delivery terms.
The cost of a menu is calculated according to the rates of the Contractor and is payable by the Customer on the terms of one hundred percent prepayment. The cost of delivery is not included in the price of the menu design and is paid by the Customer additionally.
3.3.2. The service of creating a menu by a designer is provided on the terms that are agreed separately in each specific case.
3.3.3. The service of creating a menu with the use of additional templates is provided on condition that a 100% payment is made for their use according to the rates posted on the website at the domain address https://waitron.menu.
4. AGREEMENT PRICE, COST OF SERVICES AND PROCEDURE FOR SETTLEMENTS
4.1. The agreement price is the total amount of the cost of services paid by the Customer in accordance with
the rates indicated on the website at the domain address
4.2. The Customer pays the Service Provider in accordance with the rates posted on the website at the domain address: https://waitron.menu. The Contractor unilaterally establishes the cost and terms of the provision of the Services by posting information about them on the website at the domain address: https://waitron.menu.
4.3. Payment for the Services is made by the Customer by a non-cash settlement using the WayForPay service, which is provided by a third party. The Contractor is not responsible for any obstacles in the use of the specified service.
4.4. Any fees for using the services of payment systems and banks are paid at the expense of the Contractor.
4.5. The Contractor is given the opportunity to receive a refund of the payment on the terms of the WayForPay service. To receive a refund, the Customer contacts the Contractor via the chat on the website at the domain address: https://waitron.menu or by email: firstname.lastname@example.org. The Contractor is entitled to refuse to return the Customer’s payment.
5. RIGHTS AND LIABILITIES OF THE PARTIES
5.1. Obligations of the Customer:
5.1.1. Before entering into this Agreement, to familiarize himself with the content and conditions of the offer (proposal), as well as with the rates posted on the Contractor’s website at the domain address: https://waitron.menu.
5.1.2. Acknowledge and agree that the Service and all necessary programs associated with it contain confidential information protected by the provisions of the legislation, including, but not limited to, the intellectual property. Neither the Customer, nor other persons with the assistance on the Customer’s part will not copy or modify the software; will not create programs derived from the software of the Service; will not interfere with the Service’s software in order to obtain program codes; will not sell, lease, transfer any rights to third parties regarding the software and the services provided to the Customer, and will not modify the Service, including with a purpose of obtaining unauthorized access to it.
5.1.3. Go through the registration procedure. The Customer agrees to provide true, accurate and complete information about him on the questions proposed in the registration form, as well as to keep this information up to date. If the Customer provides false information or if the Contractor has reason to consider the information provided by the Customer as false, incomplete or inaccurate, the Contractor has the right to suspend or cancel the Customer’s registration and deny using of the Service to the Customer.
5.1.4. Be responsible for the safety of your Account data, as well as for everything that will be done in the Service under the Customer’s Cabinet.
5.1.5. Immediately inform the Contractor about any cases of unauthorized (prohibited by the Customer) access to the data of the Customer’s account and/or any safety violation.
5.1.6. To pay for the Services of the Contractor in time and in full in accordance with the procedure, terms and conditions stipulated by this Agreement.
5.1.7. Not to use the Service for violation of the laws of Ukraine or the norms of international law and for disruption of the normal operation of the Service.
5.1.8. To ensure access to the Internet and the availability of the necessary equipment for it using his own resources.
5.1.9. Fully comply with and fulfill the terms of this Agreement, annexes (supplementary agreements) to it, other related documents regulating the procedure and conditions of using the Services and the Service.
5.1.10. Do not transfer his rights under this Agreement to any third party.
5.2. Obligations of the Contactor:
5.2.1. To provide the Services to the Customer in a quality, timely and full manner in accordance with the terms of this Agreement and rates.
5.2.2. When providing the Services hereunder, to ensure that the Customer has access to the Service’s functionality through the Customer’s web interface using the Customer’s Account data. In this case, the Contractor shall not be liable if the Customer cannot use the functionality of the Service for reasons beyond the control of the Contractor.
5.2.4. Inform the Customer about the change in the terms of provision of the Services by placing such information on the website at the domain address: https://waitron.menu.
5.2.5. At the request of the Customer, to draw up, sign and send the Service Delivery Reports to the Customer
5.3. Rights of the Customer:
5.3.1. Demand a timely and high-quality provision of the Services from the Contractor in accordance with the terms of this Agreement.
5.3.2. Get access to the Service using the Account data.
5.3.3. Submit proposals to improve the quality of the Service and its additional features in any convenient way: leave a review on the website at the domain address https://waitron.menu, send a message to an e-mail address email@example.com or to the support service via chat on the website at the domain address https://waitron.menu.
5.3.4. Receive information about the Service in any convenient way: on the website at the domain address https://waitron.menu or by sending an email to firstname.lastname@example.org or to the support service via chat on the website at the domain address https://waitron.menu.
5.4. Rights of the Contractor:
5.4.1. Temporarily suspend the provision of the Services to the Customer under the Agreement for technical or other reasons that impede the provision of services, while such reasons are being resolved.
5.4.2. Suspend the provision of the Services under this Agreement and/or terminate this Agreement unilaterally in cases of violation by the Customer of the obligations and/or the guarantees accepted/declared in accordance with this Agreement.
5.4.3. Terminate the provision of the Service unilaterally if the Customer violates the provisions of clauses 4.2 and 4.3 of this Agreement.
5.4.4. In case of early declining of the Service by the Customer, do not return the cost of the paid period for using the Service to the Customer.
5.4.5. Has the right to involve third parties to fulfill its obligations under this Agreement. At the same time, the Contractor shall remain responsible for the quality of the Services provided subject to the limitations of liability provided for in this Agreement.
6. TERM OF THE OFFER, VALIDITY TERM AND TERMINATION OF THE AGREEMENT
6.1. This offer (proposal) is valid from the moment of its publication on the website at the domain address:
https://waitron.menu and is not limited in time.
6.2. The Contractor has the right to withdraw or replace this offer (proposal) unilaterally.
6.3. The Agreement enters into force from the moment of acceptance (approval) of the offer (proposal) by the Customer – the fact of registration of the Customer on the Registration Page, and is valid for the period specified by the Customer’s Rate Plan, taking into account the facts of the relevant payments made by the Customer in accordance with Section 4 "AGREEMENT PRICE, COST OF SERVICES AND PROCEDURE FOR SETTLEMENTS" of this Agreement.
6.4. This Agreement is terminated in the event of:
6.4.1. termination of the Agreement by agreement of the Parties;
6.4.2. unilateral termination at the initiative of one of the Parties in the event of a gross and/or systematic violation of the Agreement terms by the other Party.
6.5. This Agreement shall remain in force in case of changes in the addresses and details of the Parties,
changes in their constituent documents, including but not limited to: changes in ownership, organizational
and legal form, etc., as well as changes of the passport, contact and other information of the Customer:
6.5.1. The Contractor informs the User about the relevant changes by posting a notification about it on the website at the domain address: https://waitron.menu.
6.5.2. The Customer carries out the corresponding changes by adjusting the data in the appropriate section of the Customer's Account.
7. WARRANTIES AND CAUTIONS
7.1. The Contractor guarantees that he has all the rights and powers necessary for the conclusion and
execution of this Agreement.
7.2. The Contractor guarantees the confidentiality of the data recorded in the Service.
7.3. During the term of this Agreement, the Contractor makes every effort to eliminate any failures and errors in the work of the Service as soon as possible in case of their emergence. At the same time, the Contractor does not guarantee the absence of errors and failures in the provision of the Services to the Customer.
7.4. The Contractor refuses to provide any guarantees and conditions regarding the compliance of the Services with the specific purposes of the Customer.
7.5. The Customer (or a representative of the Customer, including an individual who is duly authorized to conclude the Agreement on behalf of the Customer) guarantees to the Contractor that when registering with the Service, the Customer indicated complete and reliable information about himself, his organization, which does not violate the copyright intellectual property rights of third parties, other rights of third parties and comply with the requirements of the current legislation of Ukraine.
7.6. The Customer (or the Customer’s representative, including an individual who is duly authorized to conclude the Agreement on behalf of the Customer) guarantees to the Contractor that the Customer has all the rights and powers necessary for concluding and executing of the Agreement.
7.7. The Customer (or a representative of the Customer, including an individual who is duly authorized to conclude the Agreement on behalf of the Customer) guarantees to the Contractor that at the time of acceptance (approval) of this Agreement he has the necessary legal and mental capacity, as well as all the rights and authority required and sufficient for the conclusion and execution of this Agreement in accordance with its terms.
7.8. The Customer (or a representative of the Customer, including an individual who is duly authorized to conclude the Agreement on behalf of the Customer) guarantees to the Contractor and, fully and unconditionally accepting (approving) this Agreement, confirms that he has read the terms of this Agreement and the annexes (supplementary agreements) to it, as well as other related documents, and has no objections to them.
7.9. If the Customer does not agree with the terms of the Agreement, he does not have the right to enter into this Agreement, nor does he have the right to use the Services hereunder.
7.10. The Contractor is not responsible for any materials that are uploaded by the Customer for working with the Service. If any infringements of intellectual property rights are detected by the Customer, the Contractor will take the necessary measures to stop such violation.
7.11. Design elements obtained through the Service are provided on an "as is" basis.
7.12. The Contractor is not responsible for the operation of any other third-party services used by the Customer and/or the Contractor for the provision of the Services hereunder.
8. RESPONSIBILITY OF THE AGREEMENT PARTIES AND FORCE MAJEURE CIRCUMSTANCES
8.1. The Parties understand the specifics of processing and transmitting data in the Internet, therefore
they agree that the Contractor is not responsible for the impossibility of providing the Services for
reasons beyond his control, including but not limited to, as a result of failures in the operation of
software and hardware of third parties and/or transmission channels data, the Internet resources not owned
by the Contractor.
8.2. The Contractor shall not be liable for any losses and lost profits associated with the use of the Services by the Customer, including, but not limited to, paying the Customer’s services to third parties.
8.3. The Contractor is not responsible for the content of any data that is created, processed, transmitted and received by the Customer or other users of the Service and does not compensate for any losses caused by such data, their content and use.
8.4. The Customer is responsible for the safety of his Account data and for documented losses caused to the Contractor as a result of authorized or unauthorized receipt and use of Customer’s Account data by anyone. In the event of theft of the Customer’s Account data, the Customer has the right to send a written application to the Contractor’s address to change the Password with a mandatory attachment of the relevant financial document confirming payment for the Services to the application on the date the Password was changed.
(contained at: https://waitron.menu/privacy/en).
9.2. The confidentiality obligations do not apply to information that at the time of its receipt was well known or became well known through no fault of the Customer or the Contractor.
10. INTELLECTUAL PROPERTY RIGHTS
10.1. Personal non-property rights to all objects of intellectual property created during or as a result of
the provision of the Services by the Contractor under this Agreement, either with its exclusive
participation or with the joint participation of the Contractor, the Customer and/or third parties, belong
to the Contractor.
10.2. The Contractor grants the Customer the right to use copyright objects, which are created while using the Service for any purposes, including commercial ones.
11. FORCE MAJEURE CIRCUMSTANCES
11.1. No Party to this Agreement shall be liable to the other Party for non-fulfillment or late or improper
fulfillment of its obligations under this Agreement, if such non-fulfillment or late or improper fulfillment
was a result of an exceptional consequence of force majeure, such as natural disasters, catastrophes,
accidents, riots, government actions, actions of natural monopolies subjects or military actions that are
beyond the control of a Party to this Agreement that declares the force majeure circumstances. The list of
such circumstances is not exhaustive.
11.2. Any party claiming the force majeure circumstances must notify the other Party in writing within 10 (ten) calendar days after their occurrence or within 10 (ten) calendar days from the moment such Party became aware of the force majeure circumstances.
11.3. In case of termination of the force majeure circumstances, the affected Party should immediately notify the other Party in writing. The notification must indicate the conditions under which the obligations under this Agreement will be fulfilled.
12. APPLICABLE LAW AND SETTLEMENT OF DISPUTES
12.1. This Agreement is governed by and interpreted in accordance with the current legislation of Ukraine.
12.2. Any disputes and claims arising from this Agreement or in connection with it, including its interpretation, performance, violation, termination or invalidity, are resolved by the Parties through negotiations.
12.3. Any disputes and claims arising from this Agreement or in connection with it, including its interpretation, performance, violation, termination or invalidity, which the Parties cannot settle by negotiation, shall be transferred to the final decision in accordance with the procedure provided for by the legislation of Ukraine.
13. OTHER CONDITIONS
13.1. In order to effectively provide the Services hereunder, the Contractor may involve third parties
(Contractors, suppliers, performers) on a agreementual basis.
13.2. The Parties guarantee that at the time of the conclusion and signing of this Agreement, they understood the significance of their actions, were able to manage them and acted on their own without any coercion; the Parties have the necessary scope of legal capacity to enter into this Agreement. The parties also guarantee that they did not enter into this Agreement under the influence of a difficult circumstance, deception, violence, etc.
13.3. This Agreement is public in accordance with Articles 633, 641 of the Civil Code of Ukraine and its conditions are the same for all Customers. Acceptance of the terms of this Agreement (acceptance of the offer) by registering on the Service of the Contractor is complete and unconditional and means the consent of the Customer with all the terms of the Agreement. The Customer guarantees that at the time of approval (acceptance) of this Agreement, he understands the significance of his actions, can manage them; he acts on his own will, without any coercion. The Customer guarantees that at the time of the approval (acceptance) of this Agreement, he does not act under the influence of a difficult circumstance, deception, violence, etc., he understands the legal nature and character of this Agreement, the terminology used in this Agreement, understands the nature and extent of the Services provided in accordance with this Agreement, etc.
13.4. Registration of the Customer on the Contractor’s Service in accordance with the provisions of the Law of Ukraine “On Personal Data Protection” provides the Contractor with unequivocal and unconditional consent (permission) to process their personal data in written and/or electronic form in the scope contained in this Agreement and any other annexes (supplementary agreements), related documents to it in order to ensure the implementation of civil, economic, administrative, legal, tax relations, as well as relations in the sphere of accounting, etc.
13.5. The Contractor reserves the right to amend the terms of the offer (proposal) and this Agreement at any time at his discretion.
The Customer agrees and acknowledges that the introduction of changes to the offer (proposal) entails the introduction of these amendments to the concluded and the existing Agreement between the Customer and the Contractor, and these changes take effect simultaneously with the introduction of changes to the offer (proposal).
In the event that the Contractor makes changes to the offer (proposal) and this Agreement, such changes will take effect from the date of posting on the website at the domain address: https://waitron.menu, unless a different date of entry into force of the amendments is specified additionally at such posting.
If after making changes to the offer (proposal) and this Agreement, the Customer continues to use the Services of the Service, which means acceptance (approval/consent) of the Customer with such changes, in connection with which the Customer undertakes to regularly monitor the relevant changes on the website at the domain address: https://waitron.menu.
13.6. If any provision of this Agreement is recognized by any court or competent authority as invalid, unlawful or without legal significance, it is considered that this provision is not part of the Agreement and this fact does not affect the legality of the remaining provisions of the Agreement.
13.7. Invalid, inoperative, illegal provisions or such that are recognized to of no legal value are replaced or supplemented by valid and applicable provisions that most accurately correspond to the nature and economic objectives of this Agreement. In any case, when any provision of the Agreement is or becomes invalid, inoperative, illegal and/or such that has no legal value, the Contractor undertakes to make changes to this Agreement in order to preserve the legality of its terms and conditions.
13.8. The Parties recognize the facsimile reproduction of the signatures of persons authorized to sign service delivery reports, other primary accounting and tax documents.
13.9. For all matters that are not regulated by the offer (proposal) and this Agreement, the Parties are guided by the current legislation of Ukraine.
14. EXECUTOR’S DETAILS
LLC "Wise Engineering" Ukraine, Ternopil, 46011, Stepan Bandera Ave. 33, room 7, Identification code of the legal entity: 41476906
Enterprise code: 41476906
Account Number: UA743510050000026003668944300