Publish date: 24.2.2021
This is a public offer of FAIRO LLC, legal entity incorporated under the laws of Ukraine, identification number 43659053, registered address: Ukraine, 04073, Kyiv, 9 Stepana Bandery Avenue, building 5 A,2d floor (the Provider), to enter into electronic agreement on the terms set our below (the Terms) which upon your acceptance in the manner described below will form a legally binding agreement between the user of the Application (you) and the Provider.
FAIRO (the Application) is a mobile application maintained by the Provider targeting Ukrainian individual entrepreneurs designed to enable its users, in particular:
- to create, send and receive invoices and track payment status of invoices issued,
- track transactions for bookkeeping purposes and applicable turnover limits,
- create and submit tax reports (provided that tax reporting functionality of the Application covers only individual entrepreneurs of the third group of single tax that have no employees and are not registered as value added tax payers),
- consume services (including, but not limited to, banking services) provided by third party providers via the Application.
The Application is currently available in its basic version free of charge, however it may contain certain in-app features available on a payment or subscription basis (the Paid Features).
Accepting these Terms, you enter into complex electronic agreement (the Agreement) with the Provider comprising licensing agreement with respect to use of the Application and service agreement with respect to certain information services, as described below.
In order to accept these Terms you need to switch respective tick box/es to the right position in a confirmation dialog box appearing in the Application during the sign-up process. Once you accept the Terms the Agreement between you and the Provider shall be deemed executed. Following the acceptance of the Terms you will receive the electronic confirmation of execution of the Agreement in a form of text of the Terms accepted by you sent to the email indicated by you during the sign-up process. Accepting these Terms you confirm and represent that you have sufficient legal capacity to enter into the Agreement.
The Application contains a set of components (the Banking Module) which, if made available to you, enable functionality and your access to certain banking services provided by the Banking Service Provider (as defined below). The Banking Module is not available in a basic version of the Application and rights to use it will be granted to you after the conclusion of the banking services agreement with the Banking Service Provider. These Terms apply to your use of the Banking Module to the extent they do not contradict your banking services agreement with the Banking Service Provider. The fee for using the Banking module is included in the fee for the banking services; you do not pay to Fairo for your use of the Banking Module.
Subject to the Terms, Provider grants you a limited, non-exclusive, non-transferrable, non-sublicensable end user license, to access and use the Application and its Paid Features purchased pursuant to the Terms, excluding Banking Module. The non-exclusive, non-transferrable, non-sublicensable end user license, to access and use the Banking Module limited by its functional purpose will be granted to you by the Banking Service Provider under the banking services agreement with Banking Service Provider. The Application and all rights therein, including intellectual property rights, shall remain Provider's property or the property of its licensors, including Banking Service Provider. Nothing in the Terms shall be construed to grant you any rights, except for the limited end user license granted above. Your use of the Application is limited by its functional purpose.
By entering into Agreement, you agree, that functions of “tracking transactions for bookkeeping purposes and applicable turnover limits”, “creating and submitting tax reports” are implemented in Application with following features and conditions:
- tax reporting functionality of the Application covers only individual entrepreneurs of the third group of single tax that have no employees, are not registered as value added tax payers and have not moved to/from other taxation system during the year, in which they enter into Agreement, and during the term hereof;
- in case of connection with Payment accounts (including, as described in paragraph “B” of this section “Services” hereof) information about all the incoming transactions via Payment accounts may be imported by You to “Bookkeeping” section of Application, the amount of each transaction is added to aggregate income amount in reporting year for turnover limit calculation non-exceeding purposes (the limit is stated by the legislation of Ukraine), 5% tax is calculated automatically for each transaction - you should check all the transactions for details and tax rate correctness and, if any corrections are needed - correct or delete them;
- if the transaction was executed in foreign currency, their amount in Ukrainian hryvnia is calculated by Application using NBU currency exchange rate, effective as of the date of transaction;
- all the amount of taxes, calculated as mentioned above, are automatically summed and imported to single tax amount field for respective quarter in “Reporting” section of Application and in the field for single tax amount declaring in reporting form to State tax service of Ukraine, hereinafter - STSU, for respective quarter (such aggregate single tax amount is summed with amount of single taxes in previous quarters of respective year, if there is information in Application about single tax amounts in previous quarters of respective year);
- all the amounts of incoming transactions in “Bookkeeping” section of Application are summed and imported to income amount field for respective quarter in “Reporting” section of Application and in the field for income amount declaring in reporting form to STSU for respective quarter (such aggregate income amount is summed with income amount in previous quarters of respective year, if there is information in Application about income in previous quarters of respective year);
- you should check said amounts in “Reporting” section of Application before sending report to STSU and, if any corrections needed - correct information on transactions in the “Bookkeeping” section of Application;
- for single social contribution reporting purposes following amounts are used: amount of single social contribution, which is imported into single social contribution report, is calculated as 22% of minimal salary, stated by legislation of Ukraine, which is imported into single social contribution report as base for calculation of single social contribution;
- after receiving a reply from the STSU about accepting your tax report/single social contribution report you should check said reports, received by STSU, in the Electronic cabinet of STSU (available on site: https://cabinet.tax.gov.ua/) and, if any corrections are needed - to file a changed tax report/single social contribution report to STSU.
The Provider may involve third parties for provision of certain services in the Application (whether subcontracting them at the Provider's sole discretion or allowing to offer their services directly to you in the Application in which case you may need to enter into separate engagement with them).
Particular features of the Application enable you to connect to bank accounts (the Payment Accounts) maintained by certain Ukrainian banks and synchronize automatically your payment account information with the Application on the basis of your explicit consent to the Provider. To provide this service in the Application the Provider subcontracts Salt Edge Inc., with its registered seat at 35 Jack Aaron Drive, Ottawa, Ontario, K2G 6L2, Canada (Salt Edge) providing the required account information services as these are defined in Directive (EU) 2015/2366 on payment services (PSD2). You can find applicable terms and conditions and details on security and privacy on www.saltedge.com which are deemed accepted by you once you accept these Terms.
You agree to connect only to Payment Accounts you own or you are otherwise entitled to use. For the purpose of utilization of the Payment Account synchronization feature of the Application based on solution provided by Salt Edge, you grant an express consent to Salt Edge to access your online Payment Account in read-only mode, retrieve on your behalf your data to the extent made available by your respective bank (including, but not limited to: account information – such as account number, type, currency, balance; transactions information – such as transaction amount, date, description, currency; account holder information – such as name, address, email, phone number) and share it with the Provider and the Application, as well as authorize the respective financial institution to make these data available and disclose the respective banking secrecy information to Salt Edge and Provider. Furthermore, you represent to the Provider and Salt Edge that you have all necessary rights to do so.
The Banking Module, if made available to you in the Application, enables your access to certain banking services provided by Raiffeisen Bank Aval Joint Stock Company, a bank registered under the laws of Ukraine, identification number 14305909, registered address: Ukraine, 01011, Kyiv, 9 Lieskova Street, entered into the state register of banks under number 94, banking license, issued by the National Bank of Ukraine # 10 dated 18th June 2018 (the Banking Service Provider) subject to and in accordance with a banking services agreement as may be entered between you and the Banking Service Provider.
Term and Termination
The Agreement shall be deemed concluded for one (1) month period, provided that this Agreement shall be always deemed automatically extended for the period of prepaid subscription for the Paid Features. Notwithstanding anything to the contrary herein, unless either party to the Agreement notifies another party of the Agreement's termination before the anticipated termination date, the Agreement shall be deemed extended for another one month period; number of such possible extensions is unlimited. Subject to payment of any outstanding fees to the Provider, you may terminate the Agreement at any time and for any reason by sending a notice to the Provider (by email), in which case the Provider would deactivate your Application account to the effect that the Application features will be disabled for you (if the Banking module is available to you, in order to deactivate your Application account you should pass through the banking services agreement termination process, which is determined by the banking services agreement process). Refund of your purchases is in such case not possible. The Provider may terminate the Agreement at any time and for any reason subject to a prior notice provided to you reasonably in advance, unless otherwise provided herein or in your agreement with the Banking Service Provider (if applicable), agreed by the parties or required under applicable laws.
We reserve the right to change these Terms (to new version) at any time, and the changes (new version) will be effective when posted on our website (www.fairo.com.ua), except users of Application, who entered into an Agreement before the date of such posting - for such users of Application changes (new version) of these Terms will be effective in 30 days after the day of respective notification (if longer period is not determined in said notification) by email. By continued use of the Application, you are expressing your acceptance of the changes (new version of these Terms). If you do not agree with the changes, you may terminate the Terms at any time and free of charge. Notwithstanding the foregoing, any amended terms concerning the Paid Features shall not be deemed applicable until the end of prepaid subscription period; unless you terminate the subscription prior to the end of prepaid subscription period you are expressing your acceptance of the changes which will become effective for you as from the beginning of the new prepaid subscription period.
Your Use of the Application
The license is granted solely for your (or your entity's, if applicable) use. Therefore, you may not lease, rent, lend, sell, transfer, or sublicense the Application. Third-party services or libraries included in the Application are licensed to you either under these Terms, or under the third party's license terms, if applicable. Based on your license, you may not access the Application with other means than the official application, mine or extract any data from the Application databases (except as expressly allowed by the Application's features), modify, reverse engineer, hack, decode, decrypt, decompile, disassemble or create derivative works of the Application or any part thereof and circumvent any technology used to protect the Paid Features. Unless expressly allowed by the Provider, you are neither allowed to share any screens, content or description of the Application or any parts thereof, any links to the Application and any feedback to the Application
Registration and User Account
In order to be able to use the Application you have to sign up. You agree to provide to the Provider only accurate, truthful and current information and keep it up to date. You must keep your Application account login information confidential and secure and you must not share it with anyone. You are solely responsible and liable for any and all activities that occur under your account.
You may enter and upload to the Application or synchronize with it texts, numerical data, photos or other content. You are solely responsible for any content you provide to the Application and for any consequences thereof. You may not enter or upload to the Application or synchronize with it unlawful content or content that infringes copyright or any other third-party rights. The Provider does not review the user content but reserves the right to remove or disable access to any user content for any reason. The Provider has no responsibility for the accuracy of the content you provided to the Application or synchronized with it or which was created by the Application based on your input. You are solely responsible for backing up the content you enter or upload to the Application or synchronize with it.
No Professional Advice
Based on your user content (particularly synchronized payment account data) the Application may provide you with personalized automatically generated suggestions/calculations relating to your invoicing, bookkeeping, payment of taxes or commercial offers (ads). You hereby acknowledge and agree that (i) such suggestions/calculations or commercial offers do not constitute professional financial, tax, accounting, investment or any other professional advice, (ii) the Provider makes no representations or warranties of any kind related thereto and (iii) it remains at your discretion whether to follow such suggestions/calculations. In no event shall Provider be liable for any damages caused to you or a third person arising out of your use of such suggestions/calculations or commercial offers. Furthermore, although the Provider uses its reasonable efforts to bring the Application's features in line with the bookkeeping and tax reporting standards applicable in Ukraine, there is no guarantee that all requirements will be always complied with. The Application is not supposed to fully replace your own bookkeeping and tax reporting and is only designed to facilitate them. There is no guarantee that the documents and operations produced in the Application will be in line with your contracts or obligations to which you are a party or binding upon you.
Use with Your Mobile Device
The Application is available through a compatible mobile device, Internet access and compatible software, installed on mobile device. You agree that you are solely responsible for meeting these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.
Maintenance and support
The Application is subject to a continuous development and Provider reserves the right, at its sole discretion, to update the Application, change the nature of the Application or modify or discontinue some of the features without prior notice to you. You acknowledge that Provider has no obligation to maintain or update the Application. Provider does not guarantee an uninterrupted provision of the services or absence of errors, bugs or inaccuracies of whatever nature. The Application or integrated third-party services may be temporary unavailable due to the maintenance, certain technical difficulties, or other events that are beyond Provider's control. If you have some questions, problems or suggestions, you can reach the Provider via contacts provided hereafter. However, you acknowledge that the support of the Application may be limited due to the limited capacity of the Provider.
You can enable Paid Features by ordering suitable subscription plan. Current detailed information about the subscription plans offers (if any) is always available in the Application, which is deemed a public offer with respect to a specific Paid Feature becoming an integral part of the Agreement once you accept the respective subscription offer. Subscriptions and other paid features are concluded for the term specified in your order. Prices are rendered in Ukrainian Hryvnias and always include the applicable VAT (Value Added Tax). Available payment methods may vary according to the distribution platform. Provider does not guarantee that the Application or any of its features will always be free and reserves the right, at its sole discretion, to change the pricing at any time.
Provider may offer subscriptions with a specified trial period without payment. The regular subscription plan with your selected term will begin automatically after the expiry of the trial period, unless you cancel it before the period runs out. The first payment for the subscription will process on the first day following the end of the trial period. By starting the subscription with trial period and providing your payment details you agree with possible future charges for the subscription.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATION AND INTEGRATED THIRD-PARTY SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND EXCEPT AS SET FORTH IN THE PRESENT TERMS. PROVIDER DOES NOT WARRANT THAT THE APPLICATION AND ANY ITS FEATURES OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, COMPREHENSIVE, COMPLETE, ACCURATE OR UP-TO-DATE OR THAT ALL ERRORS IN THE APPLICATION AND ANY ITS FEATURES OR SERVICES CAN BE FOUND OR CORRECTED. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APPLICATION AND INTEGRATED THIRD-PARTY SERVICES IS AT YOUR SOLE RISK AND THEREFORE THE ENTIRE RISK, IN PARTICULAR AS TO SATISFACTORY QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SECURITY AND EFFORT, REMAINS SOLELY WITH YOU. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES OR LOSSES, INCLUDING WITHOUT LIMITATION, LOSS OF USE, DATA AND PROFITS, PROPERTY DAMAGE OR OTHER INTANGIBLE OR ECONOMIC LOSS, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE APPLICATION AND INTEGRATED THIRD-PARTY SERVICES, ESPECIALLY DUE TO ANY REASON, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The Application or its parts may integrate or otherwise include third-party services or content (including, but not limited to, the banking services offered by the Banking Service Provider). You acknowledge that in addition to these Terms other terms and conditions may apply to your use of such third-party services (including privacy policies) and that Provider does not guarantee availability of such services and content. You must agree and comply with any applicable third-party terms (including payment terms) and other procedures (such as identification and verification) when using the Application.
Governing Law and Disputes
The Agreement shall be governed by the laws of the Ukraine. All disputes shall be resolved mutually or, in case of no success, shall be referred to the courts having a jurisdiction based on the registered address of the Provider.
If any provision of the Terms is held invalid or unenforceable to any extent, such invalidity or unenforceability shall not in any manner affect or render invalid or unenforceable other provisions of the Terms. The provision shall be enforced to the fullest extent permitted by law or deemed replaced by a provision that is valid and enforceable and that comes closest to the original intent and purpose. The Agreement shall not be deemed an accession agreement and you are free to offer your terms of agreement.
Complaints and Contact Information
Your questions, complaints or claims with respect to the Application should be directed to:
Address: 9 Stepana Bandery Avenue, building 5 A, 2d floor, Kyiv, 04073, Ukraine