PUBLIC OFFER AGREEMENT

Attorneys’ Association “KAVCHUK & PARTNERS”, EDRPOU code 43662218, represented by Managing Partner Andrii Viktorovych Kavchuk, acting on the basis of the Charter and Certificate of the Right to Practise Law No. 000536 dated 23 February 2017, issued pursuant to Decision No. 63 of the Council of Advocates of the Lviv Region dated 27 January 2017 (hereinafter referred to as the “Service Provider”, the “Attorneys’ Association” or the “Association”), pursuant to Articles 634, 641 and 644 of the Civil Code of Ukraine, hereby makes a public offer to clients of the Attorneys’ Association (hereinafter referred to as the “Public Offer”) who wish to receive legal services, to enter into this Service Agreement (hereinafter referred to as the “Agreement”).

The Public Offer shall be accepted by the Client in the manner specified in this Agreement.

This Agreement shall be deemed concluded upon the Client’s acceptance of this Public Offer.

Hereinafter in this Agreement, the Attorneys’ Association and the Client shall individually be referred to as a “Party” and collectively as the “Parties”.

1. DEFINITIONS

1.1. Client means an individual or legal entity that orders or intends to order Legal Services from the Service Provider.

1.2. Legal Services (legal assistance/professional legal assistance) means services involving the provision of legal advice in oral and written form, including the preparation of documents, written consultations sent to the Client or a person designated by the Client by email or provided in hard copy, oral consultations, including by telephone and through online video communication platforms (Skype, Zoom, Viber, Facebook Messenger, Telegram, etc.); as well as the provision of legal (professional legal) assistance in the form of representation and defence of the Client’s rights, freedoms and interests before courts of general jurisdiction (general and specialised courts) of all instances, all state authorities and local self-government bodies, enterprises, institutions and organisations irrespective of their form of ownership or subordination. The specific types and scope of Legal Services shall be determined by the Client’s instructions (in an application or otherwise, including by email) and agreed by the Parties orally or in writing.

1.3. Public Offer means an offer made by the Service Provider (published on the Website or Websites of the Service Provider) to an indefinite number of individuals and legal entities to enter into this Agreement on the terms specified herein.

1.4. Service Provider’s Website means the website available on the Internet at https://akp.ua/.

1.5. Acceptance means the Client’s full, unconditional and unreserved acceptance of the terms of the Public Offer and this Agreement. Acceptance may be effected in any of the following ways:

1.5.1. completion, signing and submission by the Client to the Service Provider of a written Application for Services, a template of which is available on the Service Provider’s Website;

1.5.2. confirmation by electronic means of communication, including email, of the timeframes and cost of the Service Provider’s services;

1.5.3. payment of funds to the Service Provider’s bank account as an advance payment for Legal Services;

1.5.4. performance of any other actions demonstrating the Client’s acceptance of the terms of the Public Offer, including the transfer of documents, provision of information, granting of consent, including confirmation of consent, for the Service Provider to take actions in the Client’s interests in accordance with the Client’s instructions.

1.6. Application for Services means a written document signed by the Service Provider and the Client specifying the price of the Legal Services, their scope, the Client’s details, and other information necessary for the provision of the Legal Services.

2. SUBJECT MATTER OF THE AGREEMENT

2.1. This Agreement is a public agreement and shall be deemed concluded between the Service Provider, on the one part, and the Client, on the other part, from the moment the Client accepts all terms and provisions of this Agreement and its annexes without exception.

2.2. Under this Agreement, the Service Provider undertakes to provide Legal Services to the Client, and the Client undertakes to accept and pay for such services in accordance with the procedure and on the terms established by this Agreement and the legislation of Ukraine.

2.3. The Service Provider shall provide services under this Agreement in accordance with the applicable legislation of Ukraine and the agreements reached between the Parties. Where necessary, the Service Provider may, at its sole discretion, engage other persons to provide Legal Services on a cooperation basis, including attorneys, business entities and individuals.

2.4. This Agreement constitutes an agreement for the provision of legal assistance within the meaning of the Law of Ukraine “On the Bar and Practice of Law”. The Client shall be deemed a client of the Service Provider within the meaning of legislation governing the practice of law, and the provisions concerning attorney-client privilege shall apply to the legal relationship between the Parties under this Agreement, except where otherwise expressly provided in an Application for Legal Services or in a separate agreement with the Client.

3. PAYMENT FOR SERVICES

3.1. The cost of Legal Services and the payment procedure for Legal Services under this Agreement shall be determined in an invoice issued by the Service Provider, an Act of Services Rendered, an Application for Services, on the basis of an oral agreement regarding the cost of Legal Services, or by electronic means of communication (email, Skype, SMS, etc.).

3.2. The Client shall pay for Legal Services by non-cash transfer of funds to the Service Provider’s current account specified in this Agreement.

3.3. The Client shall additionally reimburse the actual expenses incurred by the Association and necessary for the performance of this Agreement, including transportation, postal and similar expenses.

3.4. If the Client disagrees with the manner, procedure or result of the provision of services, the Client shall submit their comments in writing to the Association for consideration within 5 (five) days from the date of receipt from the Association of a notification concerning the provision of services or an invoice for payment. The Association shall consider the submitted comments within 5 (five) days and inform the Client of the outcome of such consideration.

3.5. If the Client fails to notify the Association of their comments in the manner or within the period specified in Clause 3.3 of this Agreement, the Client shall be deemed to have accepted the services provided and shall be obliged to pay for them in full.

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1. The Service Provider shall:

4.1.1. provide the Legal Services stipulated by this Agreement in a timely, proper and comprehensive manner;

4.1.2. provide the Client with information and documents relating to this Agreement and to the results and process of providing the Legal Services by telephone, post, electronic communication, in person or orally;

4.1.3. inform the Client of any circumstances that prevent or may prevent the proper, timely or complete provision of the Legal Services under this Agreement;

4.1.4. at the Client’s request, inform the Client about the progress of services under this Agreement orally, by email, or by any other means agreed by the Parties.

4.2. The Service Provider shall have the right to:

4.2.1. refuse to provide Legal Services if the Client improperly performs their obligations under this Agreement. In particular, but without limitation, the Service Provider may unilaterally discontinue further provision of services without refunding any advance payment made for Legal Services in the following cases:

• late and/or incomplete payment for Legal Services;
• provision of false information by the Client;
• provision of forged documents by the Client to the Service Provider;
• dissemination of negative information about the Service Provider that damages its business reputation;
• failure by the Client to provide in a timely manner documents and information necessary for the provision of Legal Services. Unless the Parties establish a specific period for providing information or documents, such period shall generally be 3 (three) business days from the date on which the Service Provider informs the Client of the need to provide the relevant documents and information.

4.2.2. retain documents and/or copies thereof provided by the Client for three years from the date of receipt and destroy them upon expiry of that period.

4.3. The Client shall:

4.3.1. provide complete and accurate information and documents necessary for the provision of Legal Services. The Client warrants that all documents provided to the Service Provider and used for the provision of services under this Agreement are authentic, contain no unauthorised alterations or false information, etc. For the purpose of confirming the foregoing, copies may be made of all documents provided by the Client to the Service Provider, and the accuracy of such copies may be certified by the Client’s signature and date. The date indicated on such document shall be deemed the date on which the documents were transferred by the Client to the Service Provider. Documents received by the Service Provider from the Client by email bearing the relevant signature or sent from the Client’s email address shall have the same evidentiary effect as documents certified by the Client.

4.3.2. immediately, within one day, inform the Service Provider of any changes to information, explanations or documents previously provided by the Client;

4.3.3. pay for Legal Services in accordance with Section 3 of this Agreement;

4.3.4. comply with other lawful requirements of the Service Provider necessary for the proper performance of this Agreement.

4.4. The Client shall have the right to:

4.4.1. receive Legal Services in a timely, proper and comprehensive manner in accordance with the terms of this Agreement;

4.4.2. receive necessary and accurate information from the Service Provider concerning the scope of Legal Services provided, as well as other information relating to the provision of services;

4.4.3. receive additional information and materials concerning the services provided by the Service Provider;

4.4.4. submit proposals to the Service Provider concerning improvements to the process of providing the Services.

5. LIABILITY OF THE PARTIES

5.1. The Parties shall be liable for failure to perform or improper performance of their obligations under this Agreement in accordance with the applicable legislation of Ukraine.

5.2. The Client shall bear full responsibility for the truthfulness, reliability and accuracy of the information provided to the Service Provider and for the authenticity and content of the documents provided, including liability towards third parties, authorities and institutions. The Service Provider shall not be responsible for the content or preparation of documents provided by the Client and shall use such documents only in the form in which they were provided by the Client.

5.3. If the Client submits false information or forged or invalid documents to the Service Provider or to any other institutions, organisations, enterprises or state authorities, where such submission occurred in connection with the provision of Legal Services and the documents concerned those Legal Services, the Client shall, at the Service Provider’s request, pay the Service Provider a penalty of UAH 20,000 (twenty thousand hryvnias) for each violation. Such violation may be evidenced by documents issued by state authorities or by a written Act drawn up by the Service Provider.

5.4. If the Client breaches their payment obligations, including the payment terms and amounts established in Section 3 of this Agreement, the Client shall pay the Service Provider a late payment penalty of 0.1% of the overdue amount for each day of delay.

5.5. The Service Provider shall not be liable to the Client for failure to provide services under this Agreement if such failure occurs through the fault of the Client, including failure to provide necessary documents. The Service Provider shall not be liable for the actions of state authorities, local self-government bodies or third parties.

6. FORCE MAJEURE

6.1. The Parties shall be released from liability for failure to perform or improper performance of the terms of this Agreement in the event of force majeure circumstances for the duration of such circumstances.

6.2. For the purposes of this Agreement, force majeure circumstances shall include fire, natural disasters (flood, landslide, etc.), wars, military operations of any kind, blockades, export or import prohibitions, strikes, epidemics, decisions and actions of public authorities, government intervention and other circumstances beyond the control of the Parties that prevent performance of this Agreement.

6.3. The occurrence and termination of all force majeure circumstances shall be evidenced by appropriate documents which, under the applicable legislation of Ukraine, constitute confirmation of such circumstances. The Party affected by force majeure circumstances shall immediately notify the other Party thereof. From the moment such notification is received by the other Party, the time for performance of obligations under this Agreement shall be extended for the duration of the relevant circumstances.

6.4. A Party relying on force majeure circumstances as grounds for failure to perform or improper performance of its obligations shall be released from liability only if such force majeure circumstances arose after the conclusion of this Agreement, were caused by events beyond that Party’s control, and the Party took all necessary measures to avoid the adverse consequences of such circumstances.

7. CONFIDENTIALITY

7.1. The Parties agree that all information, materials and data relating to the provision of Legal Services under this Agreement shall be treated as confidential information. At the same time, information and the contents of documents provided by the Client to the Service Provider may be disclosed by the Service Provider at the request of competent state authorities, including law enforcement authorities, courts, etc., including where necessary to protect the Service Provider’s rights and interests.

7.2. Confidential information may not be transferred to third parties without the prior written consent of the other Party to this Agreement, except where such transfer is necessary to obtain official permits or documents required for the performance of obligations under this Agreement, for the payment of taxes, fees and other mandatory payments, or in other cases provided for by the legislation of Ukraine.

8. PERSONAL DATA

8.1. By accepting this Agreement, the Client consents to the collection, processing and transfer of their personal data, including collection, entry into databases, dissemination, transfer to third parties, supplementation or other modification, destruction and any other actions that may be performed by the Service Provider with the Client’s personal data in written (paper), electronic or other form, including, but not limited to, the following data: first name, surname, patronymic, date of birth, passport details, identification number, information contained in an extract from the Unified State Register of Legal Entities and Individual Entrepreneurs, including information concerning the taxation system, qualification information, contact numbers, electronic identification data (IP address, telephone number, email address), place of residence, as well as other data voluntarily provided by the Client for the purposes of implementing civil-law and commercial-law relations, conducting settlements with the Client, accounting and tax reporting, communication and contractual relations with state authorities, counterparties and other third parties in the course of business activities, as well as for other purposes that do not contradict applicable legislation. By accepting this Agreement, the Client confirms their consent that, where necessary, their personal data may be processed and provided to third parties.

8.2. In accordance with the requirements of Ukrainian legislation in the field of personal data protection, the Parties undertake to ensure appropriate protection of personal data against unlawful processing and unlawful access, including taking necessary measures to prevent disclosure of personal data by employees and/or other authorised persons of the Parties to whom such personal data have been entrusted or who have gained access to such data in connection with the performance of their obligations under this Agreement.

8.3. The Client agrees that the Service Provider shall not be liable for any processing of the Client’s personal data, failure to ensure appropriate access controls, or failure by third parties, including employees of the Service Provider, to protect the Client’s personal data where access to such personal data, or any other action enabling subsequent unauthorised processing by third parties, was granted or performed by the Service Provider or another person with the Client’s permission outside the performance of obligations under this Agreement, for personal purposes or other purposes unrelated to the performance of obligations under this Agreement, using the Service Provider’s technical resources or other materials/equipment.

9. TERM OF THE AGREEMENT

9.1. This Agreement shall enter into force upon its signing by the Parties and shall remain in force until the Parties have fully performed their obligations under this Agreement.

9.2. The Client’s obligations under this Agreement shall be deemed fulfilled upon full payment for the Service Provider’s services.

9.3. The Parties shall have the right to terminate this Agreement early by mutual consent by entering into an additional agreement.

9.4. The Service Provider shall have the right at any time to discontinue the provision of services and unilaterally withdraw from this Agreement in the cases specified in Clause 4.2.1 of this Agreement.

10. MISCELLANEOUS

10.1. This Agreement shall be governed by the applicable legislation of Ukraine, regardless of the location of the Client receiving the services.

10.2. Any disagreements or disputes that may arise between the Parties in connection with the performance of this Agreement shall be resolved through negotiations.

10.3. All amendments and supplements to this Agreement shall be valid if published by the Service Provider on the website at https://akp.ua/ and approved by an Order of the Head of the Attorneys’ Association. The following shall also have the legal force of written documents and shall be deemed annexes to this Agreement: scanned documents exchanged by the Parties by email; an Application for Adhesion; and an Act of Services Rendered signed by both Parties.

10.4. The Association shall not be entitled to guarantee the outcome of proceedings before a court, another state authority, institution, etc., and shall not be liable for an unfavourable outcome of a case.

10.5. If the Client refuses to sign the Act of Services Rendered after all services have been provided by the Service Provider, the Client shall have the right to submit written requirements for remedying deficiencies in the quality of the services provided within 3 (three) business days from the date of notification that the services have been completed. If the Client fails to submit such requirements, or if such requirements have been remedied or refuted, the Act of Services Rendered shall be deemed signed.

10.6. The Client confirms that, prior to entering into or adhering to this Agreement, the Client has reviewed all of its terms and has entered into this Agreement knowingly and without any coercion.

10.7. Upon adherence to the terms of this Agreement, all previous negotiations and correspondence between the Parties relating in any way to this Agreement shall cease to have legal effect, but may be taken into account when interpreting the terms of this Agreement.

10.8. In all matters not regulated by this Agreement, the Parties shall be guided by the Constitution of Ukraine, the Law of Ukraine “On the Bar and Practice of Law”, and the Rules of Professional Conduct for Attorneys.

10.9. This Agreement shall not apply, even where the Client has accepted this Agreement in accordance with its terms, where the Service Provider and the Client enter into a separate bilateral written agreement and the Client pays for the Service Provider’s services in accordance with such separate written agreement.

10.10. The Parties confirm that if any provision of this Agreement becomes or is declared invalid due to non-compliance with the law, such invalidity shall not result in the invalidity of any other provision of this Agreement or of the Agreement as a whole. In such event, the Parties shall take measures as soon as possible to amend the Agreement to the extent necessary to replace the invalid provision with a lawful provision that, in its amended form, preserves the Parties’ original intentions to the greatest extent possible.

10.11. The Parties shall be responsible for the accuracy of the details specified by them in this Agreement and undertake to notify the other Party promptly and in writing of any changes thereto. If a Party fails to provide such notification, that Party shall bear the risk of any adverse consequences arising therefrom.

11. DETAILS OF THE ATTORNEYS’ ASSOCIATION