1. GENERAL

Limited Liability Company “CENTREDO”, located at 7a Mykoly Vasylenko St., Kyiv, 03061, EDRPOU code 43617469 (hereinafter referred to as the “Contractor”), on the one hand, offers to other persons (hereinafter referred to as the “User”) on the other hand, to conclude this Agreement-offer for the provision of access to software products (hereinafter referred to as the “Agreement”) in accordance with Articles 633, 638, 641 of the Civil Code of Ukraine on the terms set forth below

 
2. TERMS USED IN THE AGREEMENT

2.1.  Acceptance – full, unconditional, and unreserved acceptance by the User of the terms of the Agreement, made by placing a mark of acceptance of the Agreement using the Software. The Parties confirm that marking the Agreement as accepted using the Software Products certifies the conclusion of the Agreement in writing. By accepting the Offer, the User agrees to all the terms and conditions of the Agreement.
2.2.  Website – a collection of data, electronic (digital) information, other objects of copyright and (or) related rights, etc., interconnected, as well as components of the Website (web pages). Located at the hyperlink: https://help.whitedoc.ua/en.
2.3. Demo tariff “Personal” – terms of limited use of the Software Products, which are intended to demonstrate and familiarize the User with the basic functional capabilities of the Software Products.
2.4.  Agreement – this Agreement concluded between the Contractor and the User (referred to individually as the “Party” and collectively as the “Parties” in the text of the Agreement).
2.5. Instructions – rules governing the procedure for obtaining access, registration, use, and configuration of the Software, as well as its functional capabilities. The Instructions are an integral part of this Agreement and are binding on the User. They are available at the following hyperlink: https://help.whitedoc.ua/en.
2.6. Envelope – a logically related set of electronic documents that are transmitted (received) using the Software at the same time. An envelope may contain an unlimited number of electronic documents.
2.7. Offer – the Contractor's proposal to the User to conclude the Agreement. Available at the following hyperlink: https://help.whitedoc.ua/en/terms-of-service/offer and valid until its withdrawal or amendment by the Contractor.
2.8. Privacy Policy – rules governing the processing of personal data, which form an integral part of this Agreement and are available at the following hyperlink: https://help.whitedoc.ua/uk/terms-of-service/privacy-policy.
2.9. Software – an object of intellectual property, a computer program “WhiteDoc” software platform for managing the life cycle of corporate documents in electronic form, accessible via the hyperlink: https://edo.whitedoc.ua, including updated versions, results of improvements, derivatives, embedded programs that are the result of computer programming and can only function when connected to the Internet.
2.10. Employee – a natural person who uses the functional capabilities of the Software.
2.11. Electronic document template – a document created using the visual editor of the Software, with specified details and information.

 
3. SUBJECT OF THE AGREEMENT

3.1. Under this Agreement, the Contractor provides the User with access to the Software on the terms of the “Personal” Demo Tariff, by using which the User obtains the right to use the Software in the manner specified in this Agreement.
3.2. The User agrees to the terms of the Instructions and Privacy Policy and undertakes to comply with them.
3.3. The terms of this Agreement do not apply to Users who use the Software on terms other than those of the Demo Tariff “Personal.”

 
4. TERMS AND CONDITIONS OF ACCESS TO THE SOFTWARE PRODUCT

4.1. A prerequisite for using the Software Product is the User's registration in the Software Product and Acceptance of the Offer/conclusion of the Agreement. The procedure for registration, working with the Software Product, and its configuration are determined by the Instructions.
4.2. Access to the Software Product is provided to the User under the terms of the “Personal” Demo Tariff, which is automatically assigned to the User after registration in the Software Product, Acceptance of the Offer/conclusion of the Agreement.
4.3. Under the terms of the “Personal” Demo Tariff, the User is provided with the following functional capabilities of the Software:

4.4. No payment shall be charged to the User for access to the Software under the terms of the “Personal” Demo Tariff.
4.5. The Parties may agree to expand the functionality of the Software on terms other than those specified in clauses 4.3 and 4.4 of the Agreement by entering into a direct agreement (hereinafter referred to as the “Individual Agreement”). To conclude an Individual Agreement, the User shall send a request to the Contractor at the following email address: sale@centredo.io. During the term of the Individual Agreement, this Agreement shall be suspended.
4.6. The User can find a complete list of the available functional capabilities of the Software on the Website.
4.7. The Contractor shall provide the User with access to the Software in accordance with the quality parameters of its provision, which shall be no worse than the following:
4.7.1. Maximum downtime of the Software: 4 hours per calendar month (a parameter that determines the maximum possible (longest) period of downtime of the Software during which the User cannot fully use the Software).
4.7.2. Availability of the Software: 98% (ninety-eight percent) (percentage of the total number of astronomical hours in a month – the period of time during which the User can use the Software).
4.7.3. The Contractor's service support hours: from 9:00 a.m. to 6:00 p.m. Monday through Friday, Kyiv time, except weekends, holidays, and non-working days in accordance with Ukrainian law. Error reports are accepted at the email address help@whitedoc.ua around the clock, after which the request is processed in accordance with the internal regulations of the Contractor's support service.
4.7.4. Software response time: up to 15 seconds (a parameter that characterizes the execution time of a procedure initiated by the User).
4.7.5. Unavailability of the Software due to scheduled maintenance: scheduled maintenance may be carried out by the Contractor from 2:00 a.m. to 6:00 a.m. or at other times with prior notice to the Customer via email provided by the User during registration in the Software or by posting relevant information on the Website. The Contractor undertakes to use this time to update and expand the functionality of its software and hardware, as well as to perform other preventive maintenance.
4.8. The Contractor may change the quality parameters of access to the Software.
4.9. The User agrees that the Software Product is constantly being improved and modified, but at the time of conclusion of the Agreement, it is in a state of functional and technical capability that is sufficient, stable, and known to the User, who agrees to use it for the purposes provided for in this Agreement. The User agrees that the use of the Software is for the purpose of familiarization and demonstration of the basic functional capabilities of the Software.
4.10. The User shall independently ensure permanent or session-based connection to the Internet from their own server or workstation.

 
5. PROTECTION OF INTELLECTUAL PROPERTY RIGHTS. LIABILITY OF THE PARTIES

5.1. The Software Product is protected by the intellectual property laws of Ukraine (the Law of Ukraine “On Copyright and Related Rights,” the Civil Code of Ukraine, etc.) and international conventions. Any violation of the intellectual property rights to the Software, trademarks of the Contractor, and other intellectual property (copyright) of the Contractor, including illegal access to the Software or electronic system, or use of the Contractor's trademarks, shall be considered a material breach of the Agreement and shall entitle the Contractor to terminate this Agreement and to use all legal remedies available to it. The User shall not modify or delete any notes and warnings relating to trademarks, intellectual property rights (copyrights) and other rights contained in the Software Products; not to copy or modify the Software Products or any programs that are part thereof; not to create software products derived from the Software; not to grant third parties access to or the right to use the Software, issue any licenses or in any way transfer the Software to third parties.
5.2. For failure to comply with or improper performance of the terms of this Agreement, the Parties shall be liable in accordance with the applicable laws of Ukraine and this Agreement. The Parties shall not be liable for any breach of their obligations under this Agreement if such breach was not caused by them. A Party shall be deemed not at fault if it proves that it has taken all measures within its power to properly perform its obligations.
5.3. The Contractor shall not be liable:

• for any damage resulting from the use of the Software, including lost profits, loss of data, reputational damage, or other indirect damage resulting from the use or inability to use the Software;

• for damage caused to the User by a qualified electronic trust service provider, including damage resulting from the termination of the provision of qualified electronic trust services by the qualified electronic trust service provider for any reason;

• for obstacles to access to the Internet that are beyond the control of the Parties and their Internet service providers;

• for the content of documents exchanged by the User with the addressee using the Software;

• for actions of persons acting on behalf of the User, employees using identification data in the Software.

 
6. CONFIDENTIALITY, SECURITY, PERSONAL DATA

6.1. The User undertakes to independently take all necessary measures to maintain confidentiality, prevent unauthorized use and protect (identification registration data from unauthorized access by third parties, including to the Software and devices on which access (logins, passwords) to the Software Products.
6.2. The Contractor undertakes to take the necessary measures to ensure the security and protection of information and documents exchanged using the Software Products.
6.3. By accepting the Offer, the authorized representative of the User gives consent to the collection, registration, accumulation, storage, adaptation, clarification (updating, modification), use, depersonalization, destruction, and other actions (operations) with personal data. Personal data that may be processed includes: name, surname, first name, information about employee accounts, location, email address, telephone numbers, data about employee activity in the Software.
The purpose of collecting, registering, accumulating, storing, adapting, clarifying (updating, changing), using, anonymizing, destroying, and other actions (operations) with the User's personal data is to fulfill the terms of the Agreement.
The collection, registration, accumulation, storage, adaptation, clarification (updating, modification), use, depersonalization, destruction, and other actions (operations) with the User's personal data are carried out by the Contractor during the term of the Agreement, except in cases of withdrawal of such consent, but in any case for the period necessary for data processing for accounting and tax purposes in accordance with the legislation of Ukraine and for the period necessary to achieve the purposes of electronic document management between the User and other entities of electronic document management.
6.4. By accepting (concluding) this Agreement, the User certifies and guarantees that the personal data about him/her and his/her representatives has been provided to the Contractor voluntarily, thereby confirming the legality of its receipt; the personal data provided is accurate, and its composition, volume, and content comply with the requirements of Ukrainian law and the purpose of its processing.
6.5. The Contractor undertakes not to transfer the personal data of the User (his authorized representatives) to third parties, except as provided by the Law of Ukraine “On the Protection of Personal Data” and other legislative acts of Ukraine.
6.6. If the Privacy Policy provides for conditions other than those provided for in Section 6 of this Agreement, the Parties shall apply the conditions of the Privacy Policy.

 
7. FORCE MAJEURE

7.1. The performance of obligations by the Parties under this Agreement may be suspended in the event of force majeure: threat of war, armed conflict or serious threat of such conflict, including, but not limited to, hostile attacks, blockades, military embargoes, actions of a foreign enemy, general military mobilization, military actions, declared and undeclared war, actions of a public enemy, unrest, acts of terrorism, sabotage, piracy, riots, invasion, revolution, rebellion, insurrection, mass disturbances, the imposition of martial law, quarantine established by the Cabinet of Ministers of Ukraine, other state authorities, local self-government bodies, expropriation, compulsory seizure, seizure of enterprises, requisition, public demonstrations, strikes, accidents, unlawful actions of third parties, fire, explosion, prolonged interruptions in transport operations, regulated by the terms of relevant decisions and acts of state authorities, closure of sea straits, embargoes, bans (restrictions) on exports/imports, etc., as well as those caused by exceptional weather conditions and natural disasters, namely: epidemics, severe storms, cyclones, hurricanes/storms, tornadoes, earthquakes, fires, subsidence (landslides), etc., provided that such events affect the proper performance of obligations under this Agreement.
The Party affected by force majeure shall notify the other Party within 3 (three) business days. The existence and duration of force majeure circumstances shall be confirmed by an authorized body. If the force majeure circumstances last for more than 30 (thirty) calendar days in a row, the Parties shall have the right to unilaterally terminate the Agreement by notifying the other Party no later than 10 (ten) calendar days before the date of termination. In this case, the losses caused by the termination of the Agreement shall not be compensated. After the force majeure circumstances cease to exist, the term for the performance of obligations shall be resumed.

 
8. TERM OF THE AGREEMENT. OTHER TERMS

8.1. This Agreement shall enter into force for the Contractor upon its publication on the Website, for the User — upon Acceptance, and shall remain in force until December 31, 2025.
8.2. Amendments and additions to the Agreement shall be made by the Contractor at its sole discretion unilaterally by publishing a new version of the Agreement on the Website, which shall become effective and binding on the User from the moment of its publication, unless another effective date is specified in the Agreement.
The User shall independently monitor changes and amendments to the Agreement by visiting the Website.
8.3. The Agreement may be terminated early:
8.3.1. by mutual agreement of the Parties;
8.3.2. at the initiative of one of the Parties in case of violation of the terms of the Agreement by the other Party with written notification of the other Party. In this case, the Agreement shall be considered terminated from the moment the Party receives notification of the termination of the Agreement.
8.3.3. at the initiative of one of the Parties, subject to written notification of the other Party 15 (fifteen) days prior to the date of termination of the Agreement. In this case, the Agreement shall be deemed terminated on the 16th (sixteenth) day from the date of receipt by the Party of the notification of termination of the Agreement.
8.3.4. By the Contractor in the event of any circumstances that significantly change the economic effect or if the performance of the Contractor's obligations under this Agreement becomes impossible (withdrawal of the offer).
8.4. The Contractor shall have the right to post information about the User on the Website solely for the purpose of advertising the fact of cooperation for the purpose of promoting the Software.
8.5. The Parties guarantee to each other that (both at the time of conclusion of this Agreement by the Parties and in the future):
8.5.1. The Party is not subject to sanctions imposed by the UN Security Council, the Office of Foreign Assets Control of the US Department of the Treasury, the US Department of Commerce, the US Department of State, the European Union, Ukraine, the United Kingdom, or any other country or organization whose decisions and acts are legally binding (hereinafter referred to as “Sanctions”);
8.5.2. The Party shall not cooperate (directly or through intermediaries) or have any controlling relationship with persons subject to the Sanctions if such cooperation creates a risk of violation by the Party, extension to the Party, enforcement of the applicable restrictions, and/or inclusion of the Party in sanctions lists or application of other measures.
8.5.3. The Parties shall not transfer material resources to illegal armed or paramilitary formations established in the temporarily occupied territory of Ukraine and/or to armed or paramilitary formations of the aggressor state, illegal authorities established in the temporarily occupied territory of Ukraine, including the occupation administration of the aggressor state.
8.6. In the event of a breach by a Party of the assurances and guarantees specified in paragraph 8.5 of the Agreement, such Party shall be obliged to compensate the other Party for all losses caused by such breach.
Each Party shall have the right to suspend the performance of its obligations under this Agreement unilaterally and without recourse to legal proceedings or to terminate this Agreement by written notification to the other Party if there are reasonable grounds to believe that any of the assurances and guarantees referred to in paragraph 8.5 of the Agreement have been or will be violated. In this case, the Party that has reasonably exercised this right shall be released from any liability under the Agreement in connection with its failure to perform its contractual obligations and any costs, losses incurred by the other Party (directly or indirectly) as a result of such suspension/termination of the Agreement.
8.7. This Agreement shall be interpreted and governed in accordance with the laws of Ukraine.
8.8. All disputes, disagreements or claims arising from this Agreement or in connection with it, in particular its interpretation, execution, violation or termination, shall be resolved by the Parties through negotiations. If no agreement is reached, the dispute shall be referred to a court of Ukraine in accordance with the established jurisdiction. The applicable law shall be the substantive and procedural law of Ukraine.

 
9. LOCATION, DETAILS OF THE CONTRACTOR

Limited Liability Company “CENTREDO”

Correspondence address: 03124, Kyiv, Mykoly Vasylenka St., 7A
EDRPOU: 43617469
TIN: 436174626585, corporate income tax payer
IBAN: UA843510050000026008879188734 at JSC “Ukrsibbank”
Phone: +38 073 383 43 34
Email: sale@centredo.io
Website: edo.whitedoc.ua