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Public Contract (Public Offer Agreement) for the Provision of Information Cartographic Services

Kyiv 2024

Visicom JSC (hereinafter — the Contractor), guided by Articles 633, 641, 642 of the Civil Code of Ukraine, offers any legal entity or individual (hereinafter — the Customer) to conclude an Agreement for the provision of cartographic services (hereinafter — the Agreement) on the following terms.

1. Terms

1.1. Terms and definitions used in the Agreement are used in the following meaning:

  • Hardware and software complex — a set of components, the interaction of which in accordance with information technologies and defined rules ensures the implementation of the Customer's main functions.

  • Cartography system — a hardware and software complex, as well as a database, which are designed to service the Customer's requests.

  • Database — an integral database of spatial and semantic data.

  • Cartographic services — "Visicom Data API" and "Visicom Tiles" services that use the cartography system and are located on the Internet at https://api.visicom.ua, hereinafter — Services.

  • Request — any successful HTTP protocol method request to the cartography system.

  • Host — a unique IP address of a device on the Internet from which requests are made.

  • Website — an Internet address that belongs to the Customer and from which requests are made.

  • API key — a unique identifier that is obtained during registration and allows unambiguous identification of the Customer's requests.

  • Referrer — an HTTP protocol header that is automatically added by the Customer's website from which requests are made.

  • Public service — the Customer's website or application that does not restrict user access to the Contractor's Services.

  • Self-service system — the Contractor's information system located on the Internet at: https://api.visicom.ua/accounts, through which the Customer independently, without the participation of the Contractor's employees, can obtain information about the Services (in particular, about the amount to be paid), change Service parameters, and other actions available through the Self-service System tools.

  • Acceptance — full, unconditional and unreserved acceptance by the Customer of the terms of this Agreement and the rules for providing Services.

  • Parties — the Contractor and the Customer together, and each separately — Party.

2. General Provisions

2.1. This Agreement is concluded by providing full and unconditional consent (acceptance) of the Customer to conclude the Agreement in full, without signing a written copy of the Agreement by the Parties.

2.2. The Customer confirms the fact of familiarization and agreement with all terms of this Agreement in full by acceptance.

2.3. Registration and receipt of an API key is considered acceptance of this Agreement.

2.4. If the Customer does not agree with the terms of this Agreement, they have no right to conclude this Agreement, nor are they entitled to use the Services under this Agreement.

3. Subject of the Agreement

3.1. In the manner and under the conditions defined by this Agreement, the Contractor undertakes to provide the Customer with access on the Internet to its Services according to code DK 021:2015 71350000-6 Scientific and technical services in the field of engineering (cartographic services).

3.2. The Customer undertakes to pay the Contractor for the use of Services in accordance with the terms of the Agreement.

4. Terms of Provision and Payment for Services

4.1. After registration, the Customer is provided with a trial period of 3 (three) calendar months with a limit of 1,500 (one thousand five hundred) requests per day to "Visicom Data API" and 100 hosts from which requests are made to "Visicom Tiles". After the trial period expires, the provision of Services will be suspended until the necessary amount is credited to the Customer's balance.

4.2. Within the framework of this Agreement, access to "Visicom Data API" and "Visicom Tiles" is charged, except in cases specified in the free use conditions.

4.3. Charging is carried out for each successful HTTP protocol request, request identification is performed using an API key, or websites specified in the Self-service System.

4.4. All descriptions of functionality and interaction protocols are located at: https://api.visicom.ua in the relevant sections.

4.5. The cost of Services is indicated in the Self-service System, in the "Balance" section.

4.6. Services are paid by transferring an advance payment, in the amount of not less than the cost for 1,000 (one thousand) requests, using officially registered payment systems.

4.7. The Contractor provides cartographic data "as is" at the current moment and guarantees to make all reasonable efforts to ensure continuous operation of the system, but does not guarantee the complete absence of defects and omissions, as well as meeting the Customer's expectations.

4.8. The Contractor constantly updates the cartography system as data is received and has the right to make changes that do not affect the operability of the Customer's software without notifying the Customer.

4.9. Changes that may affect the operability of the Customer's software are made by the Contractor 30 (thirty) calendar days after notifying the Customer of such changes.

4.10. The cartography system automatically sends warnings about events that may lead to restrictions on access to Services.

5. Rights and Obligations of the Parties

5.1. The Customer undertakes to notify the Contractor of each case of violation of access to the Contractor's Services, as well as malfunctions that have arisen in the operation of the Contractor's equipment that directly affect the quality of access to Services within 12 (twelve) hours from the moment of detection of malfunctions.

5.2. The Contractor undertakes to eliminate the reported malfunctions in the shortest possible time. Operational problem resolution is considered to be a period of up to 12 (twelve) hours, starting from the moment the Contractor receives information from the Customer about the problems that have arisen.

5.3. The Contractor undertakes to make all reasonable efforts to ensure quality operation of Services and provision of accurate cartographic data, however, the product may contain some defects and omissions.

5.4. The Customer has no right to remove, hide or modify the Visicom logo, copyright protection marks, as well as any active links (where necessary) from the cartographic data they receive.

5.5. The Customer undertakes, when using third-party software, to indicate the Contractor's copyright attributes where provided. In most cases, "Cartographic data © Visicom JSC" should be indicated, where "Visicom" is an active link to
https://api.visicom.ua.

5.6. The Customer can use for their developments only the functionality provided within the existing Services.

5.7. The Customer cannot store, except in cases of temporary storage (caching), data obtained through the cartography system, as well as carry out their further processing, modification, distribution or communication to the public in ways not provided by the capabilities of the cartography system.

5.8. The Customer has no right to transfer the API key to third parties for use on websites or for application development, except in cases where the API key is required for the operation of the Customer's application and is its integral part. The Customer is responsible for actions performed using the API key.

5.9. Property rights to cartographic data of Ukraine and Ukrainian cities, including temporarily occupied territories, belong to Visicom JSC.

6. Liability of the Parties

6.1. In case of violation of the terms of the Agreement, the Parties bear responsibility in accordance with the terms of this Agreement and the current legislation of Ukraine.

6.2. The Contractor is not responsible for cartography systems that do not meet the expectations or ideas of the Customer. Technologies and Databases are provided "as is" without any warranties of any kind.

6.4. The Parties undertake not to perform any intentional actions that may harm the other Party and cause material, intellectual or other damage. When the Contractor establishes such actions, access to the system is terminated without warning.

6.5. The Contractor is not responsible for damages that arose indirectly or accidentally as a result of using the offered Services, even if the Contractor has information that there is a possibility of such damage occurring.

6.6. The Contractor is not responsible for violations of access to the Contractor's Services, as well as malfunctions that arose in the operation of the Contractor's transmission equipment that directly affect the quality of access to Services, if the Customer did not notify the Contractor of the violation within 12 (twelve) hours from the moment of detection of malfunctions in accordance with clause 5.1. of this Agreement.

6.7. The Contractor is not responsible for violations of access to the Contractor's Services that arose in the operation of switching or other equipment of third parties.

7. Force Majeure

7.1. A Party is released from liability for complete or partial violation of its obligations under this Agreement if it proves that such violation occurred as a result of the occurrence and action of force majeure circumstances (circumstances of force majeure), the list of which is given in Part 2 of Art. 14-1 of the Law of Ukraine "On Chambers of Commerce and Industry in Ukraine", which objectively make it impossible to fulfill the obligations provided by the terms of this Agreement.

7.2. A Party that is unable to fulfill its obligations under the Agreement due to the occurrence and action of force majeure circumstances (circumstances of force majeure) must notify the other Party by email or by sending a registered letter to the address indicated in the details of the Parties of this Agreement within 30 (thirty) calendar days from the moment such circumstances occur and within 30 (thirty) calendar days provide and/or notify the other Party of evidence confirming the occurrence of force majeure circumstances and their consequences or the causal relationship between these circumstances and possible consequences for the Party. Similar conditions apply to notification of the termination of force majeure circumstances and/or their consequences.

7.3. If the force majeure circumstances provided for in clause 7.1 of this Agreement are determined by a regulatory legal act at the State level, the Parties are not obliged to notify each other of the occurrence of such circumstances.

7.4. Violation of the notification period specified in clause 7.2 of this Agreement deprives the Party of the right to refer to force majeure circumstances as grounds for exemption from liability for complete or partial violation of its obligations under this Agreement.

7.5. Proper evidence of the existence and action of force majeure circumstances (circumstances of force majeure) is a certificate of such circumstances issued by the Chamber of Commerce and Industry of Ukraine.

7.6. If force majeure circumstances (circumstances of force majeure) and/or their consequences temporarily prevent the relevant Party from fulfilling its duties under this Agreement, then the term for fulfilling obligations is extended by the period during which force majeure circumstances (circumstances of force majeure) and/or their consequences are in effect.

7.7. If force majeure circumstances (circumstances of force majeure) and/or their consequences continue for more than 1 (one) month, each of the Parties has the right to terminate this Agreement by notifying the other Party of such termination in writing no less than 15 (fifteen) calendar days before the moment of termination. In this case, the Parties within 10 (ten) calendar days from the moment of receiving notice of termination of the Agreement, if possible, conduct mutual settlements for actually fulfilled obligations under this Agreement or return the received funds.

8. Dispute Resolution Procedure

8.1. Disputes arising between the Parties under this Agreement are resolved through bilateral negotiations. In case of failure to reach agreement between the Parties during negotiations, the dispute is transferred to the commercial court for resolution in accordance with the current legislation of Ukraine.

9. Term, Amendments and Termination of the Agreement

9.1. The Agreement is public and indefinite and is valid until its termination by either Party in the manner established by this Agreement or current legislation, but in any case until the moment of its final execution by the Parties. This Agreement is considered agreed upon by the Customer and concluded at the Contractor's location from the date of acceptance.

9.2. In case of violation by the Customer of the terms of this Agreement, the Contractor has the right to terminate the Agreement unilaterally, with simultaneous sending to the Customer of a written notice to the Customer's email. The moment of termination of the Agreement is considered to be the date of sending the corresponding notice to the Customer.

9.3. The Customer has the right at any time and without explanation of reasons to unilaterally refuse the Contractor's Services.

9.4. In case of early termination of this Agreement, funds are not returned to the Customer.

9.5. The Contractor reserves the right without explanation of reasons not to extend this Agreement with the Customer. The Contractor is obliged to notify the Customer by email no later than 15 (fifteen) calendar days in advance.

9.6. On all issues not regulated in this text of the Agreement, the parties are guided by the current legislation of Ukraine.

9.7. The Contractor notifies the Customer of relevant changes by posting a notice on its website.

9.8. The Customer makes relevant changes by adjusting data in the Self-service System.

10. Additional Conditions

10.1. By concluding this Agreement, the Customer confirms consent, in case they are an individual, to the receipt and processing by the Contractor of the Customer's personal data for the purpose of fulfilling the terms of this Agreement.

11. Contractor's Details

Visicom SC
Legal and postal address: 01001,
Kyiv, 25/2 Velyka Zhytomyrska Street
Tel./fax: (+380 44) 201-00-26
web-maps@visi.com.ua

Banking details:
PJSC International Investment Bank
IBAN: UA 17 380582 00000 26008010307047
EDRPOU Code 1367236