Public contract for the provision of technical services (monobank online payments in POSse)

1. Definitions

Contractor — sole proprietor Oleksandr Vadymovych Vynnychenko, RNOKPP (individual tax number) 3612607675, whose details are given in section 11.

Customer — a sole proprietor or a legal entity operating in the food-service sector (restaurant, café, bar, dark kitchen, etc.) that has connected its venue to the POSse Platform and has acceded to this Contract.

POSse Platform (the Platform) — the software product by means of which the Contractor provides the Services: the website getposse.app, the management panel getposse.app/admin and the venue's guest pages on a subdomain such as name.psse.me or on the Customer's own domain.

Venue — the Customer's food-service establishment connected to the Platform.

Guest — a visitor of the Venue's guest pages who places or pays for an Order.

Order — a request placed by a Guest through the Platform to receive goods or services of the Venue: pickup prepayment, an order at the table, a bill at the table, tips.

Bank — JSC "UNIVERSAL BANK" (monobank), entry No. 92 of 20.01.1994 in the State Register of Banks, registration number 226, which provides the Acquiring Service to the Customer under a separate contract.

Acquiring Service — a payment service that the Bank provides to the Customer under the contract between them, consisting in the acceptance of payment cards and resulting in a transfer of funds to the Customer.

Transaction — a successful payment made by a Guest in favour of the Customer for an Order, processed by the Bank within the Acquiring Service using the Platform.

Split — the mechanism whereby the Bank, within the Acquiring Service, transfers the Contractor's fee for each Transaction to the Contractor's current account on the Customer's instruction.

Technical services (the Services) — services in the field of information and communication technologies that the Contractor provides to the Customer by means of the Platform for the purpose of collecting, processing and transmitting the information necessary for the Customer to receive the Acquiring Service from the Bank.

Administrator — a person to whom the Customer has granted access to the Platform's management panel.

2. Conclusion of the Contract

2.1. The Contract is concluded by the Customer's full and unconditional acceptance of this offer. Acceptance is the Customer switching on online payment through the Bank in the Platform's management panel for at least one Venue.

2.2. From the moment of acceptance the Contract is deemed concluded, has legal force in accordance with Article 642 of the Civil Code of Ukraine and is equivalent to a contract signed by the Parties. The Parties may, if they wish, additionally sign a statement of accession in written or electronic form.

2.3. By accepting, the Administrator confirms that they are authorised to act on behalf of the Customer, and the Customer confirms that it has a valid contract with the Bank for the Acquiring Service.

2.4. This Contract governs only the Services related to online payments through the Bank. Use of the Platform (subscription, modules, processing of Guests' data) is governed by the POSse Public Offer at getposse.app/terms and the Privacy Policy at getposse.app/privacy.

3. Subject of the Contract

3.1. The Contractor undertakes to provide the Customer with technical Services (KVED (NACE) 63.11), and the Customer undertakes to pay for them in the amount and manner set out in section 4.

3.2. Within the Services, the Contractor, by means of the Platform:

• receives from the Customer the information necessary to connect the Venue to the Bank, and the list of the Venue's goods and services with prices;

• transmits to the Bank information about Orders (identifier, contents, amount) as the basis for transferring funds from the Guest in favour of the Customer;

• generates for the Guest a link to the Bank's payment page;

• receives from the Bank information about the status of Transactions and displays it to the Customer in the management panel and in notifications;

• transmits to the Bank information about the amount of the Contractor's fee for each Transaction for the Split;

• maintains the operability of the Platform's integration with the Bank.

3.3. The Services are technical in nature and are used by the Customer when receiving the Acquiring Service from the Bank. The Contractor does not provide payment services, has no access to the funds of the Customer or Guests, and is not a party to settlements between the Guest and the Customer. In accordance with clause 8 of part one of Article 9 of the Law of Ukraine "On Payment Services", the provisions of that Law do not apply to technical services.

3.4. The Acquiring Service is provided exclusively by the Bank on the terms of the contract between the Bank and the Customer. The Bank's tariffs are not included in the cost of the Services and are paid by the Customer to the Bank separately.

3.5. The Customer makes refunds to Guests (full or partial) independently in the Bank's account.

3.6. The Services are provided "as is". The Contractor may engage third parties to perform the Contract, while remaining liable to the Customer for their actions.

4. Cost of the Services and settlement procedure

4.1. The Services are provided free of charge: the Contractor's fee is 0% of the amount of each Transaction. The Customer makes no other payments for the Services under this Contract.

4.2. The free provision of the Services does not extend to the Bank's fee for the Acquiring Service or the subscription fee for the Platform, which are paid separately.

4.3. The Customer instructs the Bank, on the day the Transaction amounts are reimbursed, to transfer the fee under clause 4.1 to the Contractor's current account (the Split). As long as the fee is 0%, no transfers are made to the Contractor's account.

4.4. A fee other than 0% may be set only in the manner provided for in clause 4.6.

4.5. The reporting period is a calendar month. As long as the fee is 0%, no acts of acceptance of the Services rendered are drawn up. Once a fee has been set, the Bank's data on Transactions and on the split fee amounts constitute proper confirmation of the Services rendered.

4.6. The Contractor may set or change the amount of the fee by notifying the Administrators by email at least 14 calendar days before the changes take effect. The new fee applies only to Transactions made after that date.

5. Rights and obligations of the Parties

5.1. The Contractor undertakes to:

• maintain the operability of the Platform's integration with the Bank;

• notify the Administrators in advance, where possible, of scheduled work affecting payments;

• adapt the integration to changes in the Bank's API within a reasonable time;

• consider the Customer's complaints in the manner set out in section 7.

5.2. The Customer undertakes to:

• have a valid contract with the Bank for the Acquiring Service and provide the Bank and the Contractor with accurate information;

• state accurate prices and composition of goods and services in the Venue's menu;

• not sell through the Platform goods and services prohibited by the legislation of Ukraine, the rules of international payment systems or the Bank's terms;

• independently fulfil the obligations regarding the use of cash registers and software cash registers (RRO/PRRO) and the issuance of settlement documents (receipts) to Guests;

• independently consider Guests' claims and make refunds.

5.3. The Contractor may suspend the provision of the Services immediately, notifying the Administrators by email stating the reason, if the Customer breaches clause 5.2 or there are signs of fraudulent Transactions.

6. Liability

6.1. For non-performance or improper performance of the Contract, the Parties are liable in accordance with the Contract and the legislation of Ukraine.

6.2. The Contractor is not a party to the legal relations between the Guest and the Customer, the Customer and the Bank, or the Guest and the Bank.

6.3. The Contractor is not liable for the quality and other properties of the Venue's goods and services, for the Customer holding permits, or for the Customer's compliance with the Law of Ukraine "On Basic Principles and Requirements for Safety and Quality of Food Products".

6.4. The Contractor is not liable for the Bank's failure to provide or suspension of the Acquiring Service, the Bank's refusal to process Transactions, the blocking of accounts, the timing of crediting funds, or changes to the Bank's tariffs.

6.5. Since the Services are provided free of charge, the Contractor does not compensate the Customer's losses, except in cases of intent or gross negligence. Once a fee has been set, the Contractor's aggregate liability is limited to the amount of the fee paid by the Customer for the last 3 months; lost profits and indirect losses are not compensated.

6.6. If penalties are imposed on the Contractor as a result of the Customer's breach of the rules of international payment systems, the Bank's terms or the law, the Customer shall reimburse them to the Contractor in full.

6.7. The Parties are released from liability for breach of the Contract caused by force majeure circumstances, in particular martial law, hostilities, and prolonged power and communication outages, certified in the manner prescribed by law.

7. Complaints procedure

7.1. The Customer sends complaints regarding the provision of the Services to hello@getposse.app, describing the circumstances and, where available, the Transaction identifiers.

7.2. The Contractor considers the complaint and provides a written response within 5 business days of its receipt. The Customer submits complaints regarding the Transaction itself (debit, crediting, refund) to the Bank.

8. Personal data and confidentiality

8.1. The Customer consents to and instructs the Contractor to process and transmit to the Bank information about the Customer, the Venue and Orders to the extent necessary for the Bank to provide the Acquiring Service and perform the Split.

8.2. The Contractor processes Guests' personal data contained in Orders on behalf of the Customer solely for the performance of this Contract, in accordance with the Law of Ukraine "On Personal Data Protection" and the Privacy Policy at getposse.app/privacy. The Contractor does not receive Guests' payment card data: it is entered on the Bank's page.

8.3. The Parties keep confidential the information about each other obtained in the course of performing the Contract, except in cases provided for by law.

9. Term, amendments and termination

9.1. The Contract is valid from the moment of acceptance for an indefinite period, until terminated by one of the Parties.

9.2. The Customer may withdraw from the Contract at any time by switching off online payment through the Bank in the management panel for all Venues. The fee for Transactions made before switching off is payable in full.

9.3. The Contractor may terminate the Contract by notifying the Administrators by email at least 30 calendar days in advance, and immediately in the event of the Customer's breach of clause 5.2.

9.4. The Contractor may amend the Contract by publishing a new edition on this page and notifying the Administrators by email at least 14 calendar days before it takes effect. A Customer who does not agree with the changes may withdraw from the Contract before that date; continued use of online payment after that date means acceptance of the new edition.

10. Governing law and dispute resolution

10.1. The Contract is governed by the legislation of Ukraine.

10.2. The Parties resolve disputes through negotiations by email. If no agreement is reached within 30 days, the dispute is referred to court in accordance with the legislation of Ukraine.

11. Contractor's details

Sole proprietor Oleksandr Vadymovych Vynnychenko

RNOKPP: 3612607675

IBAN: UA593220010000026006380091192

Bank: JSC "UNIVERSAL BANK", MFO 322001, bank's EDRPOU code 21133352

E-mail: hello@getposse.app