Public Offer

Accession Agreement (Public Offer) for the Provision of Translation Services

1. General Provisions

1.1. LIMITED LIABILITY COMPANY “TRANSLATION AND INTERPRETING AGENCY “MACROGLOBAL”, represented by Director Shahun Kateryna Mykolaivna, acting on the basis of the Articles of Association (hereinafter referred to as the “Contractor”), guided by Articles 633 and 641 of the Civil Code of Ukraine, provides a public offer (hereinafter referred to as the “Public Offer”) to the Contractor’s Customers who are willing to receive services and conclude an Agreement for the Provision of Translation Services (hereinafter referred to as the “Agreement”).

1.2. Accession to the Agreement (“Acceptance”) shall be considered the payment for the Contractor’s services by means of a cashless transfer of funds on the basis of an invoice issued by the Contractor, including using an electronic payment instrument.

1.3. Herein, the Contractor and the Customer shall be identified as a “Party” and collectively as the “Parties”.

2. Subject Matter of the Agreement

2.1. The Contractor undertakes to provide translation services under the terms and conditions specified herein, which include written translation of texts of various nature and complexity from one language into another (the language of the original document and the language of translation shall be specified by the Customer when sending the Document to the Contractor).

2.2. Translation services can be provided for any language specified by the Customer.

2.3. If necessary, the Contractor may independently decide to engage other persons to perform services on a cooperative basis. These may be professional translators, philologists, legal entities and individuals.

3. Procedure for Concluding the Agreement, Cost of Services

3.1. The Agreement shall be considered concluded from the moment of acceptance of the translation services offer (Public Offer) by the Customer.

3.2. The Customer sends the Order to the Contractor’s email address macroglobal@ukr.net.

3.3. The Order shall contain: the text to be translated, the language into which it is to be translated, the nature of the translation (with or without a notarial certification of the translator’s signature/ urgent or not/ with or without attachment of the translation to the original document, etc.).

3.4. Within a reasonable time, the Contractor shall send a reply to the Customer indicating the timeframe for the translation and its cost (approximate).

3.5. The cost of the Services and the term of their provision shall be determined individually in accordance with the complexity of the text/total number of characters with spaces/ language from and into which the translation is made/ urgency of the services/ cost of services of the persons involved (if necessary).

The cost of the completed translation may differ from the estimated cost specified to the Customer up to 10%.

4. Payment and Acceptance of Services

4.1. Payment for Written Translation Services shall be made by the Customer on a partial prepayment basis in the following order:

– 50% of the estimated cost of the Services shall be paid by the Customer within 3 (Three) calendar days from the date of receipt of the invoice.

Full payment for the Contractor’s services shall be made by the Customer within 3 (Three) calendar days from the date of signing by the Parties of the Act of Provided Services on the basis of the Contractor’s invoice.

4.2. The Contractor shall commence rendering of services under the Agreement and agreements thereto only after the prepayment is credited to the Contractor’s bank account.

4.3. The documents confirming the provision of services under the Agreement shall be the Act of Provided Services signed by both Parties. The Contractor shall send the Act of Provided Services to the Customer by e-mail together with the text of the translation for approval.

If the Customer has not signed the Act within 2 (Two) days from the date of its receipt and has not provided a written reasonable refusal to sign the Act within 2 (Two) days from the date of receipt of the Act, the Services shall be considered to be provided by the Contractor in full and shall be subject to payment.

5. Rights and Obligations of the Parties

5.1. Contractor’s rights:

5.1.1. To request the Customer to provide all the necessary information and materials for the performance of translation services.

5.1.2. To determine the procedure and methods for providing translation services in accordance with the quality requirements and requirements of the Customer.

5.1.3. To receive remuneration for translation services in accordance with the terms of the Agreement.

5.1.4. To refuse to provide the Services to the Customer in case of non-payment or incomplete payment for the Services within the established time limits in accordance with clause 4.1. of this Agreement, untimely ordering of the Service and inability to provide the Service within the time limits provided by the Customer, as well as in case of violation of the terms of this Agreement.

5.2. Contractor undertakes to:

5.2.1. Provide the Services ordered by the Customer, subject to payment by the Customer, in accordance with the terms of this Agreement.

5.2.2. By prior agreement, confirm the completed translation of documents by a notarial certification of the translator’s signature or certification by the seal of the translation agency.

5.2.3. Upon request, provide complete and timely information on the course of translation services.

5.3. Customer’s rights:

5.3.1. The Customer shall have the right to demand from the Contractor to perform the translation services in accordance with the terms of the Agreement and the established quality standards.

5.3.2. The Customer shall have the right to receive full and accurate information from the Contractor regarding the performance of translation services and the progress of work.

5.4. Customer undertakes to:

5.4.1. Provide the Contractor with reliable information and materials necessary for the performance of translation services in a timely manner;

5.4.2. Pay for the translation services provided by the Contractor in the manner, amount and term stipulated by this Agreement.

6. Responsibility of the Parties

6.1. In the event of violation of the Agreement, the Party shall be liable as determined by the current legislation of Ukraine.  The violation of the Agreement means its non-performance or improper performance, i.e. performance in violation of the conditions specified in the content of this Agreement

6.2. The Party shall not be liable for breach of the Agreement if it occurred not through its own fault (intent or negligence).

6.3. In the event of non-fulfilment or improper fulfilment by the Contractor of the terms of this Agreement, the Contractor shall correct the improperly performed translation and editing at its own expense. Improper translation and editing shall be considered to be such that it has led to a significant change in the content of the document. Stylistic, spelling, clerical (technical) and synonymic errors that do not change the meaning of the text shall not be considered as improper performance.

6.4. For violation of the payment terms, the Customer shall pay the Contractor a penalty in the amount of double accounting rate of the National Bank of Ukraine from the cost of the Services actually provided and unpaid within the period specified in this Agreement for each day of delay and for the entire period of such delay. In case of violation of the payment terms by the Customer for more than 10 (Ten) working days, the Contractor shall have the right to demand payment of a fine in the amount of 10% (Ten Percent) of the cost of the Services actually provided, accepted by the Customer, but unpaid.

7. Confidentiality

7.1. Both parties undertake to preserve the confidentiality of all Source Documents relating to this Agreement.

7.2. The Parties undertake not to disclose any confidential information to third parties without the prior written consent of the other Party.

8. Force Majeure

8.1. The Contractor and the Customer shall be released from liability for failure to fulfil or delay in fulfilment of any obligations under this Agreement in case of occurrence of circumstances of irresistible force (force majeure) that make it impossible to fulfil the obligations under this Agreement and which they could not foresee or avoid by taking available measures.

8.2. Force majeure circumstances include, but are not limited to, natural disasters (floods, earthquakes, fires, etc.), military actions, military operations, terrorist acts, blockades, economic sanctions, as well as any actions or unknown circumstances that prevent or make it impossible to fulfil obligations under this Agreement.

8.3. In the event of force majeure, the party that faces such circumstances shall notify the other party within a reasonable period of time from the moment of commencement of force majeure and shall try to do all possible to overcome the consequences of these circumstances.

9. Personal Data

9.1. By agreeing to the terms of the Public Offer, the Customer agrees to the collection, processing and transfer of his personal data (in particular, e-mail addresses, contact numbers, name, surname, date of birth, etc.) to the Contractor and other third parties involved by the Contractor for the performance of this Agreement, to the extent necessary to fulfil the obligations under this Agreement.

9.2. The Parties shall, in accordance with the legislation of Ukraine on personal data protection, ensure that personal data is properly protected from any unlawful processing and unlawful access thereto. They undertake to take all necessary measures to prevent the disclosure of personal data by employees or any other authorised persons to whom such data has been transferred or who have become aware of it in connection with the performance of their duties under this Agreement.

10. Term of the Agreement

10.1. Commencement of the Agreement:

10.1.1. The term of this Agreement shall commence from the moment of acceptance by the Customer of the terms of this Agreement, which occurs by accepting the Contractor’s Public Offer.

10.2. Validity period:

10.2.1. The Agreement shall be valid until the Parties have fulfilled their obligations under the Agreement in full.

10.3. Termination of the Agreement:

10.3.1. The Parties have the right to terminate this Agreement by mutual consent at any time.

10.3.2. The Agreement may be terminated by either Party at its sole discretion. In the event of early termination of the Agreement at the initiative of one of the Parties, the initiating Party shall reimburse the other Party for the costs incurred by it in connection with the performance of this Agreement.

10.3.3. Termination of the Agreement shall not relieve the Parties from fulfilling their obligations and liability for violation of the Agreement.

11. Other Terms and Conditions

11.1. Violation of the Agreement:

11.1.1. In case of violation of any of the terms of this Agreement by one of the Parties, the other Party shall have the right to claim compensation for damages caused by such violation in accordance with the procedure established by the applicable law.

11.2. Jurisdiction:

11.2.1. This Agreement and all issues arising in connection with its execution or termination shall be interpreted and resolved in accordance with the current legislation of Ukraine, and the jurisdiction over any disputes arising in connection with this Agreement shall be exclusively vested in the courts of Ukraine.

12. Details of the Contractor

LIMITED LIABILITY COMPANY

“TRANSLATION AND INTERPRETING AGENCY

“MACROGLOBAL”

17 Velyka Vasylkivska Street, office 3A, Kyiv, 01024, Ukraine

USREOU code 41937431

C/a UA063052990000026001005008269 with CB “PRIVATBANK” JSC

Tel.: +38 (044) 227 01 24

E-mail: macroglobal@ukr.net