Terms of Service

on the conditions of the rendering of research and information services through the Internet

1. General provisions

This document, entitled "The Provision on the conditions of the rendering of research and information services through the Internet" (hereinafter referred to as the Provision), was developed by the legal entity LIMITED LIABILITY COMPANY "UKRAINIAN BUSINESS INTELLIGENCE AGENCY", EDRPOU code 40979910 (hereinafter referred to as the UBI Agency), represented by Director Kovalenko Vitaliy Vasylyovych, acting on the basis of the Charter.

The Provision is published by the Company on the Internet at https://ubi.agency (hereinafter referred to as the Website), namely, at https://ubi.agency/terms, where it is available for viewing by any interested person, and determines the procedure of conclusion of the Agreement on the rendering of research and information services (hereinafter - the Agreement) and its conditions, which are binding for the parties of the Agreement.

2. Definition of terms

The meaning of the terms used in this Provision and the Agreement:

Executor is the UBI Agency, which is the owner and operator of the Website. The Executor provides the Research and Information Services remotely, using the information and telecommunication systems of the Internet.

Research and Information Services (services on the verification of reliability of a company, hereinafter referred to as the Services) – actions, determined by the Executor himself/herself, directed to the studies of the activity of a legal entity (object of verification), which is specified by the Customer in the order, regarding the observation of legislation, and for the purpose of detection of evidence, that may indicate risks due to cooperation with the object of verification. The study of the activity and property status of the object of verification (during the last three years as a rule) is carried out by the Executor by searching, collecting, classifying, and analyzing information from open sources, to which access is permitted by the current legislation of Ukraine. The ascertained information and results of the analysis (conclusions) regarding the reliability of the legal entity - the object of verification is exposed in the Report, which is provided to the Customer as a result of the implementation of the Services. An indicative list of issues that will be studied during the preparation of the report is provided on the Website. The structure of the content of the Report is contained below in the text of this Provision or on the Website.

Related Services are an integral part of the Services, which are ordered additionally. The Related Services include the Executor services on the express analysis of the financial statements (in the event of the provision of such statement by the Customer, if it is not openly accessible) and / or the search of the persons, related to the object of verification. The Related services (if ordered) are an integral part of the overall verification of the reliability of the legal entity and cannot be ordered separately from the operative provisions of the Services.

Customer is a legal entity, individual entrepreneur, or natural person, who, having studied the content of the Offer, accepted the Executor's proposal to conclude the Agreement (accepted the Offer). If the bill payer data does not match the data entered in the registration form on the Website during the ordering, the bill payer is the one considered to be the Customer.

Registrant is a person whose data was indicated in the process of making the request regarding the establishment of the price and the verification period of the legal entity on the Website. If the bill payer data does not match the data of the Registrant, the Registrant is considered to be a contact person who acted in the interests and by order of the Customer (payer).

Offer is the Executor's proposal to conclude the Agreement on the terms set forth in the invoice and this Provision.

The date of the offer is the date of the invoice sent by the Executor to the email address specified by the potential Customer or his/her representative when making the Request on the Website.

If the conditions proposed by the Executor do not suit the potential Customer, he/she may apply to the Company with a counter proposal that will be examined by the Company on an individual basis.

Acceptance of the offer - actions carried out by the potential Customer by completing in aggregate the following:

(i) placing a checkmark of consent on the Executor's website next to the text that reads: "I am acquainted with the Provision "On the conditions of rendering of research and information services”which is published on the Internet at https://ubi.agency/terms  (as well as above on this page) and accept the terms contained therein. I confirm that the identification and contact details provided by me during the registration on this Website are accurate. I give my consent to the storage and processing of my personal data in accordance with the Law of Ukraine "On Protection of Personal data".

(ii) the payment of the invoice issued by the Executor under the terms set out in the invoice and this Provision.

The completion of the above mentioned actions testify to the complete and unconditional acceptance of the Executor’s Offer by the Customer.

The acceptance of the offer is a proper and sufficient confirmation of the conclusion of the Agreement between the parties (the offeror and the acceptor) on rendering of services of company reliability verification.

The date of acceptance of the offer is the date of payment of the invoice issued by the Executor.

Agreement is a settlement arranged between the offeror (the Executor) and the acceptor (the Customer) regarding the rendering of the Services through the Website. The Agreement consists of this Provision and the Executor's invoice and creates for the Executor and the Customer the rights and obligations set forth in these documents. The number and date of the Agreement is the number and date of the invoice payment by the Customer.

Request is an electronic message sent by the Customer to the Executor by using the Website, which contains information about the legal entity - the object of verification, the Registrant's data, additional information about the Services and, if necessary, the Related Services that the Customer intends to order, and the request of the Customer to establish the price and the deadline of such verification. The request is free of charge for the Customer, unless otherwise specified on the Website.

Report is a set of information on the activities of a legal entity (object of verification) on the subject of compliance with the law, as well as its property status in order to identify the features that can indicate the risks of cooperation with it. The specified information is provided by the Executor in an electronic document (in PDF format or another generally accepted format of electronic documents), laid out in a structure pre-designed by the Executor, and which is sent to the Customer to the email address indicated by him/her or his/her representative at the time of making an order on the Website of the Executor.

Login is an alphanumeric sequence of characters which is unique to the information system of the Website, and which, in combination with the Password, serves to identify the Customer in the Executor's information system. The Login can be the Customer's email address.

Password is a sequence of characters that is a confidential part of the Customer's identification on the Website and, in combination with the Login, serves as the Customer's identifier.

Expert is an employee of the Company or another person appointed by the Executor who performs, in whole or in part, the verification of a legal entity, specified by the Customer on behalf of the Executor in the framework of the Agreement.

3. Pre-contractual relations

3.1. CHOICE OF A LEGAL PERSON FOR VERIFICATION

Customer chooses the object of verification with the help of the search field on the Website by entering one of the established search criteria.

The price and duration of work on verification of the legal entity chosen by the Customer is an essential condition of the Agreement. For each specific order, these terms require clarification (adjustment) in accordance with c. 3.2. of this Provision.

3.2. ADJUSTMENT OF PRICES AND PERIOD OF VERIFICATION

The price and period of verification of each legal entity are determined by the Executor individually, depending on the amount of data available for analysis. To have the price and period of verification determined for a specific legal entity, the potential Customer should make a request on the Website.

In the process of filing a Request through the Website, a potential Customer will have the opportunity to specify the purpose of the verification, order the Related Services, provide comments (requests), and add documents and / or any other information (in the electronic form) that can improve the quality of the verification.

Important information:

The cost of the Services is established depending on the volume and complexity of the information that the Executor needs to process in order to produce a substantiated conclusion regarding the reliability of the selected object of verification.

The starting (lowest possible) cost and verification period specified on the Website are applied to orders that meet the following conditions:

• amount of information for analysis does not exceed 20 court decisions;

• amount of information for analysis does not exceed 50 real estate objects;

• the order does not include Related Services.

In all other cases, the price and the period of verification are set individually.

In some cases, the price and the period may also vary, depending on the complexity of the information to be analyzed and the resources available to the Executor at the time of the order.

The cost and period of the Related Services are determined separately in each case, taking into account the amount of information for analysis.

Information about the price and period of verification together with the invoice will be sent by the Executor to the Customer's electronic mail as early as possible.

In case of acceptance of the terms and conditions (including prices and period of verification) offered by the Executor specified in this Provision and the issued invoice, the Customer pays this invoice within 5 (five) business days from the day following the receipt thereof. After expiration of this term, in case of non-payment, the invoice is canceled.

4. Conclusion and performance of the Agreement

4.1. PAYMENT FOR SERVICES

The invoice will be issued in care of the Registrant.

The payment can be performed in a non-cash form by a payment card through payment systems available on the Website, through a wire transfer, through a cash desk or a payment terminal.

Important information:

In order to avoid misunderstandings and delays, the field "Comments" in the payment order must contain the number and date of the invoice. SAMPLE: "Advance payment for services, according to the invoice No. 2017-N000000 as of 01.01.2017". Otherwise, the funds may be considered unassigned, and the invoice will be recognized as unpaid.

4.2. PROCESS OF CONCLUSION OF THE AGREEMENT

The process of conclusion of the Agreement is carried out in the manner established by the Executor by exchanging information and documents by email and / or the Website (communication channels), including the implicative actions performed by a potential Customer, that reveal the will of the person to establish a legal relationship, that is, such behavior, on which one can draw a definite conclusion about a concrete intention.

For the purpose of this Provision, the examples of implicative actions include (but are not limited to): a click on the Website, placement of a consent mark in the place designated by the Executor on the Website, filling in forms on the Website, payment of the invoice issued by the Executor, etc.

The Agreement on the rendering of services consists of:

• Provision, published on the Website at https://ubi.agency/terms;

• paid invoice.

The existence of these documents in electronic form is a sufficient and proper confirmation of the existence of the contractual relations between the Executor and the Customer.

4.3. OBJECT OF THE AGREEMENT

The object of the Agreement is the obligation of the Executor on the terms set out in the invoice and in accordance with the procedure established by this Provision to provide, on the instructions of the Customer, the service on the company's reliability verification, and the Customer's obligation to pay for the specified services to the Executor.

List of information and services provided to the Customer (content of the Analytical Report):

• the presence of the symbol "+" means that the specified information / service will be provided obligatory;

• the presence of the symbol "+?" means that the specified information / service may be provided (at the discretion of the Executor);

• the absence of a symbol means that the information / service is concomitant (optional) and the terms for its provision are determined separately.

1. General information

 

Company name

+

Foundation date

+

Registration number

+

Size of the charter capital

+

Main activity

+

Additional activities

+

Location

+

Contacts

+

Director

+

Founders

+

Beneficiary owners

+

 

2. Additional information about the company's activities

 

 

Payer of value-added tax (obligatory registration in excess of the amount of income for the last 12 months in 1 million UAH * (art. 181 of PC of Ukraine)

+

 

Single tax payer (simplified taxation system)

+

 

Registration at customs (allows export / import)

+

 

Intellectual property: trademarks, patents, etc., registered in the territory of Ukraine

+?

 

Available and cancelled licenses, permits

+?

 

Information on participation in government procurement (tenders)

+

 

Financial statement, mandatory for publication (during last three years)

+?

 

Number of employees

+?

 

Mass media, Internet about company

+?

 

Website analysis

+?

 

3. Historical changes of

 

Founders

+?

Directors

+?

Location

+?

Types of activity

+?

Charter capital

+?

 

 

4. Property status and solvency

 

Motor transport

+

Real estate, including:

+

land plots

+

Right to lease (other rights)

+

Express-analysis of financial statements

 

 

5. Affiliations

 

Through the founders

 

Through the director

 

Through the signatory

 

Participation in the founding of other companies

 

Other detected affiliations

 

 

6. Risk evidence

 

 

Information on the company's tax debts

+

 

Information on bankruptcy procedures, reorganization

+

 

Information on the opened execution proceedings for the enforcement of a court decision

+

 

Information on arrest of assets, encumbrances (mortgage, charge, prohibition)

+

 

Information on planned inspections by state control bodies

+

 

Information on court decisions (short version) that negatively affect the object of verification (collection of funds, establishment of facts of non-fulfillment of obligations, criminal prosecution, fictitious agreements, etc.)

+

 

Information on the presence / absence of the contact (connection) with the object of verification

+

 

Analysis of the detected information. Conclusion on the degree of risk / reliability

+

 

4.4. AGREEMENT DURATION

The agreement enters into force (becomes legally valid) after a proper complete payment of the invoice with the observance of the term, defined in c. 3.2. of this Provision (100% advanced payment).

The fact of payment of the invoice by the Customer confirms the complete and unconditional acceptance of the terms of the Agreement by the Customer, regardless of whether the expiry date of the invoice has expired at the time of such payment.

If the Customer has paid an invoice with a violation of the term of payment of the invoice, the Executor reserves the right to accept the obligations under this Agreement at his/her own discretion. If the Executor accepts these obligations, he/she shall notify the Customer within five business days at the receipt of the funds. The agreement takes effect from the moment of sending such notice.

Otherwise, the Executor sends the Customer a letter of refusal and returns the funds to the Customer's account within 30 days from the moment the letter of refusal is sent, with the deduction of bank fees and all other possible transaction costs.

The Executor's obligation to start verification arises after the Agreement enters into force.

The duration of the Agreement shall continue until the Customer receives the Report. Upon the Report being sent, the services described by this Agreement are considered to be provided in a proper manner.

4.5. DRAFTING AND SENDING OF ANALYTICAL REPORT

If the Customer has informed the Executor on the fact of payment, the Executor is obliged to start the verification of the company not later than the day after receipt of the proper payment, and the Customer is informed additionally by email.

If the Customer has not informed the Executor on the fact of payment, the Executor shall start the verification not later than the day after self-determination of the fact of payment, and the Customer is informed additionally by email.

The Executor reserves the right to extend the verification period, indicated in the invoice, if the verification process reveals such a need. In particular, but not exclusively, this applies to cases where there are 30 (thirty) or more entries in the relevant registry(ies) on court decisions (resolution, decree, decision, court order, etc.) that rely to the object of verification, entries of property rights or other similar cases. In any case, the Executor will do his/her best to carry out the verification as soon as possible and without loss of quality.

The verification period will be extended proportionally to any period of unstable, interrupted or absent access to at least one of the state registries or other information sources, including Internet sources, used by the Executor for the rendering of the Services, and in such a case the Executor shall not be considered violating the agreed terms of the verification (rendering of services).

The results of company verification are formalized electronically in the Report, which is sent to the Customer to the email address specified during the execution of the Request. The Service is considered to be provided properly and in full, if within 3 (three) calendar days from the date of mailing by the Executor of the Report, the Customer does not send to the Executor a substantiated claim regarding the content of the Report or its conclusions. In the event of such a claim, the parties will give their best efforts to resolve the disputed issues in a coordinated manner. The form of the Report and methods of verification shall be established by the Executor independently with the obligatory observance of the current legislation of Ukraine, which regulates this sector of activity.


5. Rights and obligations of the parties

5.1. MAIN RIGHTS AND OBLIGATIONS OF THE PARTIES

 

Obligations of the Executor

 

Obligations of the Customer

 

Perform the Customer's tasks in good faith and on time.

 

 

 

Provide only reliable information about yourself when registering and during the duration of the Agreement.

 

Verify reliability of the company after payment of the invoice made by the Customer. Services are provided by the Executor during working hours from 09:30 to 17:30, Kyiv time.

 

 

Do not use the UBI Agency service or the provided Report for illegal actions, including for the purpose of causing damage to the Executor or third parties, or as proof of losses incurred by the Customer due to the use of the Report.

 

Give best effort to provide the Customer with quality services.

 

 

Use the received information (the Report) in accordance with the current legislation, and act in good faith and honestly to keep confidentiality regarding the content of the received Report, so as not to disclose its content to third parties.

Inform the Customer about the start of the verification and important circumstances ascertained during the verification.

 

 

In order to fully use the Report, the Customer must have access to the Internet.

 

Deny the rendering of services (or their separate parts) at any stage if, as a result of changes made in the legislation of Ukraine, the rendering of information or services will be considered illegal. In this case, the paid funds are returned in a proportional amount.

 

 

The report is intended for internal use only (by the Customer) and cannot be reproduced, transferred or resold by the Customer in any way, without the prior permission of the UBI Agency.

 

Do not disclose information relating to the Customer except in cases where the need for disclosure is caused by the content of the task itself or the requirements of the applicable law.

 

 

 

Accept by phone and / or via the email address office@ubi.agency and examine within the reasonable time, but not more than 14 (fourteen) business days, written grounded complaints or claims of the Customer regarding the quality of the services rendered, the content of the Report or its conclusions, and to take measures for elimination of deficiencies.

 

 

Publish on the Website the exclusive and current version of this Provision, number the actual version of the Provision and the date of its edition.

 

 

 

Sign documents sent to the (potential) Customer with an electronic digital signature of the authorized person

 

 

 

 

 

 

 

Rights of the Executor

 

 

Rights of the Customer

Independently choose the methods necessary for the accomplishment of the task, to engage third parties, to conduct a financial analysis of the statement.

 

 

Contact the Executor with questions related to the rendering of the Services.

.

At any time, change the list or price of services, the content or design of the Website, the text of this Provision, the Report, and any other such information or documents.

 

 

Require the Services rendered in a timely manner.

 

Extend the announced and agreed term of verification up to five business days without sanctions.

 

 

Refuse the ordering of services before the invoice is paid.

 

Contact the Customer at the provided contact details.

 

 

 

Limit partially or fully the access to the Website if this is due to technical reasons.

 

 

 

Refuse to give a refund if the verification process has already started and the Customer has been informed of that fact at the email address indicated by him/her.

 

 

 

Suspend verification process during non-business hours.

 

 

 

Stop the further verification process in the event of the conditions described in c. 5.2. of this Provision.

 

 

 

 

5.2. OTHER PROVISIONS

The Executor (Expert) may stop further research of negative information if the  information collected by that point is sufficient to form a conclusion about the degree of reliability of the inspected company in the Expert's opinion. In this case, the Expert must indicate in the report the fact of termination of the verification together with the justification of such termination. In this case, the verification is deemed complete, and the Services are considered rendered in a proper and complete manner. If the Customer considers the information in the analytical report to be insufficient, he / she has the right to address the Executor with a substantiated initiative to continue the verification.

Warning:

The Executor doesn’t display all the information about the verification object in the report, but only those pieces of information that are related to the assessment of the company’s reliability. The report language is English.

6. Responsibility. Miscellaneous

6.1. RESPONSIBILITY AND RESTRICTIONS

During the preparation of the report, the Executor uses information from public sources, the use, copying or propagation of which is permitted by the current legislation of Ukraine.

The conclusions and recommendations contained in the Report are subjective judgments of the Experts, based solely on information available to the Expert Expert’s competence. The Executor notifies the Customer and the Customer agrees that the information to which the access is limited by the current legislation of Ukraine, cannot be used in the Report and in the Expert’s conclusion, and its absence or non-use in the report cannot serve as a basis for claims.

The Executor does not have to detect and analyze information that is not contained in open sources of information (state registries, databases, datasets, etc.)

The content of the Report is not a legal confirmation of the status (reliability) of the verified company. Conclusions of Experts are purely advisory (informational). The Executor does not guarantee 100% correctness of the conclusions and recommendations contained in the report, nor is it liable for any errors committed in connection with the inattention of the Experts or for any losses incurred by anyone as a result of the use of the report in any way.

The Executor is not responsible for the erroneousness of his/her conclusions if they were based on information that was contained in state registries or other official sources of data at the time of the verification, but later turned out to be unreliable.

At the discretion of the Executor, each fact stated in the analytical part of the Report can be confirmed by information from reliable sources that, at Customer’s request, will be disclosed to the Customer in their original form, or as links to the original source of such information.

The Report cannot be used by the Customer against the Executor - the UBI Agency, its employees (including the UBI Agency Service Experts) as evidence of damages when used by the Customer.

The Executor shall make every effort to ensure the completeness and reliability of the information provided in the Report.

6.2. FORCE MAJEURE

The Executor shall not be liable for any failure or delay in the performance of his/her obligations, if any such non-performance or delay arises due to any reason beyond the reasonable control of the Executor, depending on the circumstances, including, without limitation, due to the fire, flood, earthquake, emergency, explosion, sabotage, strike or labor violation (regardless of the justification of labor requirements), civil unrest, riot, invasion, war, terrorist acts, acts of restriction, requisition, provisions or order of state power, violation or lack of access to at least one public registries or other information sources including the Internet, used by the Executor to provide the Services, or other force majeure circumstances. In the event that the force majeure event continues for a period exceeding ninety (90) days, the Party that does not rely on force majeure circumstances has the right to terminate this Agreement via a written notification of the other Party, effective immediately after such a notification.

7. Documentation and information exchange

Documents or other information transmitted (sent) by one Party to the other Party of the Agreement in the course of interaction under the Agreement, shall be formalized in written form, unless otherwise specified in the Agreement.

For the exchange of documents, the Parties shall use the following information:

Executor:

Executor:

Limited Liability Company "Ukrainian Business Intelligence Agency"

Office 4, Moskovska St., 4, Kherson, Ukraine, 73000

Tel .: +380 50 758 45 59

Email: office@ubi.agency, sales@ubi.agency, support@ubi.agency

Customer:

Surname, name, name of the legal entity, position, email, telephone number shall be communicated to the Executor directly on the Website by filling out the Request Form.