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Offer to Enter into an Agreement

for Providing Access to Online Service (Software Products Provision)

LIMITED LIABILITY COMPANY “UKLON AZERBAIJAN”, hereinafter referred to as “PARTY 1”, represented by Mammadov Xaqani Rustam ogli, Director, acting on the basis of the Charter, of the one part, and

any individual or legal entity, hereinafter referred to as “PARTY 2”, which accepts this Offer to enter into the foregoing Agreement for Providing Access to Online Service (this “Agreement”), of the other part, hereinafter collectively referred to as the “PARTIES”, and each individually a “PARTY”, have concluded this agreement as follows:

PREAMBLE

  1. The information provided herein shall be an official offer to any person to enter into this Agreement in accordance with the provisions of Article 408 of the Civil Code of the Republic of Azerbaijan. Upon acceptance this Agreement shall become a binding agreement, enforceable in accordance with its terms, pursuant to Article 409 of the Civil Code of the Republic of Azerbaijan, the terms and conditions of which are set and published by PARTY 1 on the Site (as defined in clause 1.6 below), provided that this Agreement may be concluded only by the full and unconditional acceptance (accession) of PARTY 2 to the proposed Agreement as a whole.

2. This Agreement shall establish the general conditions and procedure, according to which PARTY 2 obtains access to the Online Service (as defined in clause 1.3 below).

3. PARTY 2 shall be deemed to have accepted the terms and conditions hereof in full, without any restrictions, reservations or exceptions from the moment of its acceptance. Amendments hereto shall not imply termination or refusal of PARTY 2 to access the Online Service.

4.  By concluding this Agreement, PARTY 2 confirms that it has fully and completely read and agrees with all of its terms and conditions.

5. The Parties shall understand that the Online Service is accessed by downloading and using a computer program (Mobile Application, as defined in clause 1.7 below), as well as by entering the relevant data and using the software functions of the Site.

  1.  TERMS AND DEFINITIONS

 Unless the context requires otherwise, the capitalized terms and definitions used in this Agreement shall have the following meanings:

1.1 PARTY 1 shall mean a legal entity under the laws of Azerbaijan – LLC “UKLON AZERBAIJAN”, which provides PARTY 2 with access to the Online Service in accordance herewith.

1.2  PARTY 2 shall mean an individual or legal entity accessing the Online Service through the Site and Mobile Application.

1.3  Online Service or Technological Platform shall mean a technological platform «Uklon Driver», which is realized as an interconnected set of computer programs and electronic data in the form of digits, letters, symbols, images and their combinations (including graphic information, video information, etc.), designed for the automated monitoring, collection, processing, distribution, storage, and presentation of data about the Order, which have been placed on it by the Users, the automatic calculation of the value of the Order, taking into account the supply and demand ratio, weather conditions, route and its load, etc., and which automatically builds-up routes and provides a data exchange for communication with the User, and allows Party 2 to accept or reject the relevant Orders at their own discretion, publish its location data, provide estimates to the Users and interact with them, use the routes built-up by the program in real time as provided by the available functionality of the Online Service. The Online Service is the result of computer programming related to software products.

1.4 User shall mean any legally capable natural person above 18 (eighteen) years of age or a legal entity that has placed an Order using the Mobile Application or the site: uklon.eu., who (which) is either the holder or the authorized user of the Payment Card.

1.5  Order shall mean the User’s order for the provision of passenger transportation services by road, as well as the User’s vehicle driving services (driver services) and the User’s order for the delivery services structured by the required details.

1.6  Site shall mean a web page on the Internet at URL: uklon.eu. The Site is the result of computer programming related to software products.

1.7 Mobile Application shall mean a copy of the computer program in the form of a mobile application for iOS, Android mobile devices titled «Uklon Driver», which is provided by PARTY 1 to PARTY 2 for temporary use (during the term hereof) for the functional purpose of the end user as a tool to access the Online Service.

1.8  Offer shall mean a proposal of PARTY 1, published on the Site and addressed to an indefinite number of individuals or legal entities, to enter into this Agreement through its Acceptance.

1.9 Acceptance shall mean a full, unconditional and implicit acceptance by PARTY 2 of the terms and conditions of the Offer. By accepting the Offer, PARTY 2 confirms that it has read and fully, unconditionally and ultimately agrees with all the terms and conditions hereof, as well as its desire to accede hereto.

1.10  Bank shall mean Kapital Bank OJSC, which cooperates with PARTY 1 and is hereby accepted by PARTY 2 as the bank designated and authorized to arrange the cashless payments of Users for the Orders under the Online Service and the subsequent deduction of the amounts (fees) payable by PARTY 2 pursuant to clause 4.1.

1.11  Electronic commerce (services) shall mean the activity of PARTY 2 on the performance of services under the Order through the Online Service using the Mobile Application of PARTY 1.

1.12 API Interface shall mean the application programming interface provided for the implementation of the Electronic commerce (services).

1.13  Payment Card shall mean a payment instrument supported by the Bank’s processing system, used to pay for the cost of goods (services, works), to transfer of funds from one’s account to another person’s account, as well as to receive cash.

 2.  SUBJECT MATTER

2.1  PARTY 1 shall provide hereunder PARTY 2 with access to the Online Service, which is provided via the Internet on the Site and/or through the Mobile Application for a fee, as established herein. The provision of such access to the Online Service and associated arrangements shall be qualified as the provision and processing of information by PARTY 1 to PARTY 2.

2.2  Access to the Online Service shall be provided to PARTY 2 exclusively for its interaction with PARTY 1 for the purpose of the processing and implementation of the Orders and automatic build-up of optimal routes as provided by the functionality available for use of the Online Service. For such purposes PARTY 2 shall be granted a non-exclusive intellectual property right to use the Online Service (Technology Platform) and the objects of intellectual property rights included therein, and in particular their reproduction, in whole or in part, on their own computer and/or mobile device, in one copy on each device.

2.3  PARTY 2 shall decide at its discretion whether or not to accept the Order for implementation. Upon acceptance of the Order, PARTY 2 shall undertake to pay PARTY 1 the fee provided herein in accordance with clause 4.1 hereof.

2.4  The full and unconditional Acceptance of the valid Offer in accordance with Article 409.4 of the Civil Code of the Republic of Azerbaijan shall be the fact that PARTY 2 makes a payment subject to clause 4.1 below at the expense of the fee for access to the Online Service.

2.5  The Acceptance moment of the valid Offer, which is defined in clause 2.4 hereof, shall be deemed the moment of concluding this Agreement. The Agreement concluded through the acceptance of the Offer shall be legally valid in accordance with Articles 409.4 and 407.1 of the Civil Code of the Republic of Azerbaijan and equivalent to the agreement signed by the parties.

2.6  To gain access to the Online Service, PARTY 2 shall register through the Site or Mobile Application. As a result, a unique account (personal account) will be created, which shall provide access to the Online Service.

2.7  When registering, PARTY 2 is obliged to provide reliable information about itself by filling out the appropriate registration form. If PARTY 2 provides inaccurate or incomplete information during registration or later when using access to the Online Service, PARTY 1 shall have the right to suspend or cancel the account (registration) of PARTY 2 without any prior notification and without obtaining any consent from PARTY 2. PARTY 2 shall not have more than one registration for the access to the Online Service.

2.8  In the event that the actions of PARTY 2 may lead to the violation of any norms and rules of the applicable legislation or any human rights, as well as the possibility of claims against PARTY 1 or the involvement of PARTY 1 in responsibility for the actions of PARTY 2, PARTY 1 shall have the right to block the actions of the PARTY 2 immediately, and suspend or cancel the account of PARTY 2 without any prior notice and without obtaining any consent from PARTY 2.

2.9  During registration in the Online Service, PARTY 2 is required to enter a unique password. PARTY 2 bears full responsibility for the provided password’s reliability and the protection of its account. PARTY 2 shall bear all risks associated with accessing and using the Online Service by any third party that is not authorized to do so.

2.10  If a third party gains access to the account of PARTY 2, PARTY 2 shall immediately notify PARTY 1 to take appropriate action, provided that PARTY 2 can confirm its legal ownership over such account.

2.11  PARTY 2 shall independently ensure the preservation of information about its passwords, including but not limited to registration codes and other confidential information. PARTY 1 shall not be responsible for any consequences of the loss by PARTY 2 of confidential information about his personal data (login, password, registration code). This provision applies to PARTY 2’s voluntarily transferring personal data information to third parties and to PARTY 1, as well as to any loss of confidential personal data information against its will.

2.12  For the purposes of the Electronic commerce (services), PARTY 2 shall be qualified as the seller (supplier) of the service, the User shall be qualified as the buyer, and PARTY 1 (and the Bank) shall be authorized to act as the intermediary between such seller and the buyer. The PARTIES (and the Bank) shall comply with, and be subject to, all legal requirements of the Republic of Azerbaijan applicable to electronic commerce. PARTY 1 and the Bank shall be authorized to monitor the Electronic commerce (services) and take any measures for the purposes of ensuring the conformity of PARTY 2’s activities with the applicable laws and this Agreement.

2.13  PARTY 2 hereby authorizes PARTY 1 to act on its own behalf for the purposes of communicating and making arrangements with the Bank as required for the implementation of this Agreement and the conduct of the Electronic commerce (services). Such communications and arrangements with the Bank shall be made at the discretion of PARTY 1, provided that PARTY 2 shall have the right to request reasonable information about the scope and details of such arrangements. PARTY 2 specifically acknowledges and agrees that in no event shall PARTY 1 and the Bank be responsible for any relationship (including, but not limited to, any disputes and claims for performance of the Orders) between PARTY 2 and the Users connected with the provision of passenger transportation services by road, or the User’s vehicle driving services (driver services) and the User’s order for the delivery services.

2.14  PARTY 2 agrees that the Bank will collect the fees received by PARTY 2 for the performance of Orders under the Electronic commerce (services). After deduction of the fees for the services of PARTY 1 and the Bank, subject to clause 4.1 below, the outstanding amount shall be transferred by the Bank to the respective accounts of PARTY 2 (who are individuals) and the transfers to PARTY 2 (which is a legal entity) shall be made in accordance with relevant annexes to this Agreement executed between the PARTIES.

 3.  RIGHTS AND OBLIGATIONS

3.1  PARTY 2 shall:

– implement all the accepted Orders;

– maintain the car in good technical condition as required by the laws of Azerbaijan;

– comply with the passenger transportation rules defined by the laws of Azerbaijan;

– obtain all the necessary permits defined by the laws of Azerbaijan on the provision of services for domestic transportation of passengers by cars and provide PARTY 1 with all of the relevant documents confirming the compliance of PARTY 2 with all applicable legal requirements (including copies of documents confirming its tax identification number, the “badge of distinction” for each vehicle, its ownership and right to operate the vehicle, its driving license, its obligatory insurance policies and all other relevant documents.);

– transfer neither the right nor the possibility of access to the Online Service and the API Interface to any third parties and prevent any form of such transfers and possibilities of access;

– in a timely manner and in the full amount pay for access to the Online Service;

– provide PARTY 1 with the necessary information related to the fulfillment of the terms and conditions hereof;

– in case of refusal without valid reasons to implement the accepted Order, notify PARTY 1 thereof. Otherwise, the Agreement may be unilaterally terminated by PARTY 1;

– be fully aware of, and fully comply with, the “Terms and/or Rules of Cooperation” published on the Site;

– provide service to Users in the official language;

– broadcast music in the car only upon obtaining the consent of all Users;

– comply with all applicable laws and regulations, and abide with generally accepted ethical requirements;

– provide PARTY 1 with the following information and immediately inform PARTY 1 (and the Bank) in writing of any changes in such information:

full name (full name of the individual or the full company name, including organizational-legal form);

name, series and number and Fin code of identity document (applicable for individuals);

Tax ID;

contact phone number, the address, e-mail;

description of business activity;

information on bank account(s) and any payment transactions connected with the Electronic commerce (services).

3.2 PARTY 2 shall be entitled to:

– access the Online Service and use it in accordance with the terms and conditions hereof;

– receive from PARTY 1 the necessary clarifications related to the fulfillment of its obligations hereunder;

– refuse the transportation of items that are prohibited for transportation under the applicable laws of Azerbaijan or which may involve any other risks for the life, health and property of any party, including any third party.

3.3 PARTY 1 shall:

– provide PARTY 2 with the possibility to access the Online Service from an electronic device (mobile phone, tablet, computer) of PARTY 2 and the opportunity to register a personal account on the Site;

– require PARTY 2 to comply with the appropriate level of passenger service.

3.4 PARTY 1 shall be entitled to:

check the compliance by PARTY 2 with the terms and conditions hereof;

– in case of the non-fulfillment or improper fulfillment by PARTY 2 of the terms and conditions hereof, demand the elimination of the violations;

– refuse to allow PARTY 2 to enter into this Agreement or terminate it unilaterally without notice in case of any non-compliance or violation by PARTY 2 of the “Terms and/or Rules of Cooperation” published on the Site;

– terminate this Agreement unilaterally or temporarily suspend access to the Online Service (and the API Interface) or suspend any payment transactions without notice in the event there are suspicions that PARTY 2 or any third party (including, but not limited to, the User) commits fraudulent and/or other actions that violate the laws of the Republic of Azerbaijan and/or this Agreement and/or the rules of the international payment organization;

– obtain and transfer to the Bank all the information on PARTY 2, Users, Electronic commerce (services) and this Agreement;

– delegate any of the above listed rights to the Bank without any further consent of PARTY 2.

4.  FEE AND PAYMENT PROCEDURE

4.1  The amount of the fee payable to PARTY 1 for providing access to the Online Service shall be 12% of the cost of transportation paid by the User for Electronic commerce (services). The amount of the fee payable by PARTY 2 to the Bank shall be as follows: (i) for transactions made through Payment Cards issued by the Bank (“On-us” operation) – 1.5%; (ii) for the transactions made through Payment Cards issued by other banks (“Off-us” operation) – 2%; (iii) for “account to card” – 0.7% (minimum 0.35 AZN). Any amounts (fees, penalties etc.) payable by PARTY 2 pursuant to this Agreement shall be deducted (charged back) from the amount of the income of PARTY 2 received from the Users and shall then be transferred to the respective recipients entitled thereto.

4.2 Payments for Electronic commerce (services) shall be carried out using the API Interface provided by the Bank upon the creation of an appropriate user account of PARTY 2 in the Technological Platform. The payment procedure between Users and PARTY 2 shall be organized through Internet acquiring technology (“acquiring service”), under which all the payments from Users to PARTY 2 will be processed through the Bank. For the purposes of this clause, “acquiring service” shall mean a banking service provided when providing services for the transportation of passengers and/or goods by road for settlements between PARTY 2, the Users and PARTY 1 using various tools and means of payment. PARTY 2 hereby acknowledges and agrees that the existing practice for the use of an acquiring service for the payment procedure is comparatively new in the Republic of Azerbaijan and that certain changes and developments may be required for its implementation in future.

4.3  For the purposes of the creation of an appropriate user account of PARTY 2 in the Technological Platform subject to clause 4.2, PARTY 2 shall have the tax identification number (Tax ID), the “badge of distinction” for each vehicle used for the provision of the respective transportation services and comply with any other applicable legal requirements. PARTY 2 shall obtain detailed information on the existing procedure and requirements for obtaining the Tax ID and the “badge of distinction”, as well as on compliance with the applicable legal requirements by calling the telephone hotline “195” of the tax authorities of the Republic of Azerbaijan.

4.4  PARTY 2 shall be solely responsible for any licensing, tax payment, compliance and reporting obligations connected with its activities. PARTY 1 shall not be responsible for any issues and disputes between the Users and PARTY 2. The services of PARTY 1 under this Agreement shall be limited only to the provision of the Mobile Application to PARTY 2 for temporary use (during the term hereof) for the functional purpose of the end user as a tool to access the Online Service. PARTY 1 shall not be engaged or deemed to be engaged in the provision of any transportation services in the Republic of Azerbaijan under any circumstances.

4.5  For the purpose of promoting the Online Service, PARTY 1 shall be entitled, at its sole discretion, to conduct promotional campaigns involving, without limitation, bonus payments to PARTY 2 or discounting a price of the Order for the Users. In case of the latter, the discounted price difference shall be compensated by PARTY 1 to PARTY 2 by means specified in clause 4.2. hereof.

4.6  The fees specified in clause 4.1 above may be changed by PARTY 1 temporarily or on a permanent basis depending on the region and in connection with other factors at the discretion of PARTY 1, by notifying PARTY 2 in the manner specified in clause 5.3 hereof.

5.  VALIDITY AND TERMINATION

5.1  This Agreement shall be concluded for an indefinite period and may be terminated unilaterally by either of the PARTIES with prior notice to the other PARTY 5 (five) days before the date of termination.

5.2  If within 1 (one) year from the moment of making the last payment for access to the Online Service PARTY 2 has not made any more payments, this Agreement shall be deemed to be terminated. This provision shall not deprive PARTY 2 of the right to apply to PARTY 1 for the purpose of concluding a new Agreement in the future.

5.3  PARTY 1 shall have the right unilaterally to amend or update the terms and conditions hereof at any time. All of the amendments hereto, and any new version of the Agreement shall enter into force upon their publication on the Site, and PARTY 2 shall be responsible for reviewing and being informed of any such amendments on a regular basis. If such amendments (or any part thereof) are not acceptable to PARTY 2 for any reason, PARTY 2 shall have the right to terminate this Agreement with immediate effect by providing notice to PARTY 1.

6.  LIABILITY

6.1  For any non-fulfillment or improper fulfillment of the obligations, provisions or terms and conditions hereof, the responsible PARTY shall be held liable in accordance with the applicable laws of the Republic of Azerbaijan, unless otherwise provided herein.

6.2  In the event that PARTY 2 violates any of its obligations hereunder, PARTY 1 shall be entitled to terminate the access of PARTY 2 to the Online Service without notice.

6.3  The termination of access to the Online Service by PARTY 1 for the reasons specified in clause 6.2 hereof shall not release PARTY 2 from the fulfillment of the obligations arising before such termination of access to the Online Service.

6.4  In the event of the termination of access to the Online Service in accordance with clauses 6.2 and 6.3 hereof, to resume the provision of such access PARTY 2 shall cure any violations in full and inform PARTY 1 in that respect as soon as possible. In the event PARTY 2 does not wish to resume access to the Online Service within 5 (five) calendar days from the date of termination of such access, PARTY 1 shall be entitled to terminate unilaterally this Agreement.

6.5  In the event of the cancellation by PARTY 2 of the accepted Orders, PARTY 1 shall apply the following corrective measures: first and second cancellation – warning, third cancellation and more – penalty in the amount of AZN 2.8, cancellation of an order destinated to an airport – penalty in the amount of AZN 14.

6.6  In the event that PARTY 2 on multiple occasions unreasonably and/or incorrectly presses the SOS button, which is intended to be used exclusively for emergencies during the implementation of the Orders, PARTY 1 shall impose the penalty in the amount of AZN 2.8.

6.7  If PARTY 2 increases the cost of the transportation specified in the Order, PARTY 1 shall be entitled to charge PARTY 2 a penalty in excess of the cost of transportation specified in the Order.

6.8  In case of any damage to PARTY 1, as a result of the violation by PARTY 2 and/or persons involved by them of the Terms and/or Rules of Cooperation placed on the Site, PARTY 2, at the request of PARTY 1 shall compensate the damage sustained by PARTY 1.

6.9  All complaints and claims arising in any respect pertaining to the services of transportation and/or delivery, shall be accepted and considered with the help of the service (information) support of PARTY 1. If, based on the results of the consideration by PARTY 1 of Users’ complaints and claims it is determined by PARTY 1 that PARTY 2 was guilty or at fault in respect of the quality of the provided services, PARTY 2 shall be fully responsible for the violation of the quality of services which has arisen through its fault.

6.10  Any penalties and compensations payable by PARTY 2 to PARTY 1 may be deducted (charged back), without limitation, from the amounts of cashless income of PARTY 2 received from Users, subject to clause 4.

6.11  PARTY 1 and the Bank shall have the right to monitor all of the operations and transactions connected with the Electronic Commerce (Services). In the event that PARTY 1 determines the existence of any suspicious elements (from a legal, practice, established standards point of view), PARTY1 and/or the Bank shall have the right to suspend any such operations until the satisfactory resolution of the respective issues and/or to terminate the respective contractual relationship unilaterally at their sole discretion.

7.  FORCE-MAJEURE

7.1  Neither PARTY shall be liable for non-fulfillment or improper fulfillment of its obligations under this Agreement if such non-fulfillment or improper fulfillment is caused by force-majeure.

7.2  The force-majeure shall include, in particular, but shall not be limited to: (1) fire, flood, earthquake, explosion, storm, landslide, epidemic and other natural phenomena and natural disasters; (2) also warfare, strikes, failures in the operation of payment schemes, adoption by the government or local authorities of a decision making it impossible to properly implement this Agreement and/or other events that prevent the fulfillment or proper fulfillment of the obligations of such Party.

8.  PERSONAL DATA

8.1  All issues related to the collection, use, processing and protection of personal data of PARTY 2 shall be governed by a separate “Privacy Policy” published on the Site.

9.  MISCELLANEOUS

9.1  This Agreement shall be freely available on the Site. The Agreement shall enter into force from the moment of its Acceptance.

9.2  The Agreement may be concluded with any individual who has reached the age of majority, has full legal capacity and competence, has a tax identification number (Tax ID) and the “badge of distinction” for each vehicle used for the provision of the respective transportation services. The Agreement may be concluded with any legal entity established in accordance with the laws of the Republic of Azerbaijan and has a tax identification number (Tax ID) and the “badge of distinction” for each vehicle used for the provision of the respective transportation services.

9.3  The place of conclusion hereof shall be the location of PARTY 1.

9.4  In cases not provided for herein, the Parties shall be governed by the applicable laws of the Republic of Azerbaijan.

9.5  Any disputes and disagreements arising out of or in connection herewith or its conclusion, implementation or termination shall be settled by negotiations between the PARTIES. If the PARTIES cannot settle the dispute through negotiations within 30 (thirty) calendar days after one of the PARTIES notifies the other PARTY in writing of the occurrence of such dispute or disagreement, then such dispute shall be resolved in court under the jurisdiction of the Republic of Azerbaijan.

9.6  This Agreement shall not establish any other legal relationship (including employment relationship) between PARTY 1 and PARTY 2, and/or with any third parties other than established herein.

9.7  If any provision or condition hereof is held invalid or unenforceable, all other provisions and conditions shall remain valid and enforceable. All such invalid or unenforceable provisions shall be amended to be valid, enforceable and reflect the intentions of the PARTIES.

9.8  The database formed as a result of the provision of services by PARTY 1 shall be the exclusive property of PARTY 1, and PARTY 2 shall have no rights or powers over it, including regarding the registration of the database in accordance with the applicable laws of the Republic of Azerbaijan.

9.9  This Agreement is made in Azerbaijani, but is provided for informational purposes also in Russian and English. In case of discrepancies between the original version hereof in the Azerbaijani language and the version hereof in other languages, the provisions of the original version hereof – in the Azerbaijani language – shall prevail.

10.  DETAILS:

“UKLON AZERBAIJAN” LLC

Neftchilar avenue 153, Nasimi district, Baku, Azerbaijan, AZ1010

TIN (VÖEN): 1406338961

S/a: AZ28AIIB400500E9447235089107

Bank: Khatai branch of Kapital Bank OJSC

TIN (VÖEN): 9900003611

Code: 200071

C/a: AZ37NABZ01350100000000001944

SWIFT: AIIBAZ2X

Version effective date: May 01, 2023.