1.1. The terms used in the Agreement have the following meaning:
- а) hub – information system, all rights for which are fully reserved for bvbvlogic company, is available online at the address TechCarrotHub.com and is intended for joint operation by the Agreement;
- b) hub member – bvblogic company, Partner or third parties, which joined the Agreement and/or registered as hub members at TechCarrotHub.com;
- c) freelancer - natural person who performs work and/or provides services in the IT sphere and is not engaged with one of the hub members on civil, commercial and/or labor terms;
- d) hub member's executive - natural person involved by a hub member to perform work and/or provide services in any way related to the implementation of the agreement, irrespective of the legal nature of the relations between the hub member and this natural person (labor, civil, commercial etc.);
- e) customer - third party interested in performance of work or provision of services for their benefit in the IT sphere;
- f) customer's request - customer's interest in the performance of work and/or provision of services for their benefit in the IT sphere, which is known to the hub member (as a result of the customer's application to this member; realization of the customer's communication with the member that started earlier; etc.);
- g) representative of the Partner - executive of the partner authorized by them to represent them with bvblogic company and the person made in charge by the partner to use the hub.
2. Subject of the Agreement
2.1. Within the terms and conditions of the Agreement the Parties shall cooperate in the use of the hub in one or several of the following directions:
- 1) transference of the customer's request by one hub member to another member;
- 2) involvement of the executive (executives) and/or freelancer (freelancers) by one of the hub members at the request of another member;
- 3) fulfillment of the tasks - performance of work and/or provision of services in the IT sphere and/or in related spheres by one of the hub members at the request of another member;
- 4) joint implementation of the project by two or more hub members.
3. General terms and conditions of joint operation
- 3.1. Joint operation of the Parties is conducted without integration of their contributions.
- 3.2. Accounting report of the operations related to the Agreement implementation is conducted by each party independently.
- 3.3. The Parties are obliged to conclude contracts with all natural persons that will be related in any form to the implementation of this Agreement. These contracts will include the obligations of such natural persons to not disclose commercially sensitive information to third parties, this includes all information that will be given to them to implement the Agreement, and also liability terms for disclosure of commercially sensitive information.
- 3.4. Contracts mentioned in clause 3.3. of the Agreement shall be concluded prior to any involvement of the respective natural persons to the implementation of the Agreement.
- 3.5. The Partner is obliged to authorize (appoint) the Partner's representative and inform bvblogic company of this appointment or change of the appointment. The Partner can appoint only one representative of the Partner. The representative of the Partner, unless the Partner informs bvblogic company of a different decision, is considered to be the person, information about whom is provided by the Partner in the respective section of the hub.
4. Specific terms and conditions of joint operation in separate directions
4.1. transference of the customer's request by one hub member to another member
- 4.1.1. Hub member (hereafter - "member-transferor") may transfer the customer's request to another hub member (hereafter - "member-recipient") for a fee, unless otherwise agreed upon by the hub members.
- 4.1.2. Member-transferor, who is interested in the transference of the customer's request is obliged to obtain prior consent to receive the request from the potential member-recipient. Herewith, the member-transferor is not obliged to provide detailed information about the customer's request and/or data that will enable them to identify the customer (name of the customer, their contact information, trademarks used, tradename etc.) to the member-recipient.
4.1.3. In case the prior consent mentioned in clause 4.1.2. of the Agreement is received, the member-transferor is obliged to:
- а) independently agree with the customer on the transference of the customer's information to the third party - member-recipient and settle all relationship with the customer, which is related to such operation;
- b) transfer the contact information of the customer and all available information about the details of the customer's request to the member-recipient (content, scale of work, services, technical details, expected cost etc.);
- c) inform the customer of the transference of the information to the member-recipient.
- 4.1.4. In case the member-recipient is already dealing with the customer, whose request they received, this member is obliged to immediately inform the member-transferor of this condition. In case the member-recipient does not notify the transferor, the Parties agree to consider that prior to the receipt of the request, the member-recipient has not been dealing with the respective customer.
- 4.1.5. The Parties shall consider that by agreeing with the customer on the transference of their information to a third party, the member-transferor can receive from the customer information of simultaneous application of this customer with their request to third parties. Herewith, if the customer notifies the member-transferor of the negotiation on the customer's request only to the member-transferor, and the member-recipient notifies them of being in relationship with this customer, - the member-transferor is at liberty to receive evidence of such relationship, provided they assume liability for non-disclosure of confidential information.
4.1.6. The transference of the customer's request by the member-transferor to the member-recipient is considered to be fulfilled in case one or several of the following conditions are met:
- а) the member-recipient has confirmed in the hub the acceptance of the customer's request from the member-transferor;
- b) the member-transferor and the member-recipient have signed an agreement or another document of the transference of the customer's request;
- c) the member-transferor has transferred, and the member-recipient has accepted the information mentioned in paragraph «b» in clause 4.1.3. of the Agreement;
- d) the member-recipient has effectively started performing the work and/or provision of services at the customer's request.
- 4.1.7. The size of the remuneration that the member-recipient is obliged to pay to the member-transferor for the transference of the customer's request and the terms and conditions of its delivery are determined as agreed by such hub members additionally.
- 4.1.8. The member-recipient that received the customer's request is at liberty to transfer this request to another hub member or third party only if approved by the member-transferor.
- 4.1.9. The hub member that received from another hub member any information about the customer, but declined the customer's request may not independently (without the participation of the former) enter any relationship (conclude contracts, accept requests, perform work, provide services, conduct negotiations etc.) with this customer.
4.1.10. After receiving the customer's request, the member-recipient is obliged to:
- 1) in a timely manner respond to emails, messages, phone calls of the customer's representatives, adhering to generally recognized ethical norms in their communication with the customer's representatives;
- 2) in case it is not possible to fully or partially complete the customer's request (as a result of the lack of required executives; insufficient level of the executives' qualifications etc.), immediately notify the member-transferor and the customer of this.
4.2. Involvement of the executive (executives) and/or freelancer (freelancers) by one of the hub members at the request of another member
- 4.2.1. Hub member (hereafter - "member-applicant") may place an application for the involvement of the executive (executives) or freelancer (freelancers) (hereafter - "application) of another hub member (hereafter - "member-offeror") for a fee, unless otherwise agreed upon by such hub members.
- 4.2.2. The member-applicant may place an application for one or simultaneously several potential members-offerors. Herewith, the choice of one or several members-offerors is subject to the member-applicant's consideration.
4.2.3. The member-applicant that places the application must specify:
- а) clear and detailed requirements to the professional level of the executive (executives) and/or freelancer (freelancers);
- b) the required number of executives and/or freelancers;
- c) offered terms of payment;
- d) expected work schedule, expected period of the involvement of the executive (executives) and/or freelancer (freelancers).
4.2.4. The application for the involvement of the executive (executives) and/or freelancer (freelancers) by the member-offeror for the benefit of the member-applicant is considered accepted in case one or several of the following conditions are met:
- a) the member-applicant has confirmed the acceptance in the hub;
- b) the member-applicant and the member-offeror have signed an agreement or another document of the application processing;
- c) the member-offeror has provided, and the member-applicant has accepted the information of the executive (executives) and/or freelancer (freelancers).
- 4.2.5. The size of the remuneration that the member-applicant is obliged to pay to the member-offeror for the processing of the application and the terms and conditions of its delivery are determined as agreed by such hub members additionally.
- 4.2.6. The member-offeror that accepted the application is at liberty to transfer this application to another hub member or third party only if approved by the member-applicant.
- 4.2.7. The member-applicant that received from another hub member any information about the executive (executives) and/or freelancer (freelancers), but declined this application may not independently (without the participation of the other member) enter any relationship (conclude contracts, conduct negotiations; hire; order work and/or services on non-contractual terms and/or through third parties; etc.) with this executive (executives) and/or freelancer (freelancers).
- 4.2.8. The member-offeror is responsible to the member-applicant for the compliance of the offered executive (executives) and/or freelancer (freelancers) with the requirements stated by the member-applicant in the respective application.
4.3. Fulfillment of the tasks - performance of work and/or provision of services in the IT sphere and/or in related spheres by one of the hub members at the request of another member
- 4.3.1. The hub member (hereafter - "member-customer") can place an order for the work performance and/or provision of services in the IT sphere or related spheres (hereafter - "order") for another hub member (hereafter - "member-provider").
- 4.3.2. The member-customer may place an order for one or simultaneously several potential members-providers. Herewith, the choice of one or several members-providers is subject to the member-customer's consideration.
4.3.3. The member-customer that places the order must specify:
- a) the content of the order (brief specifications and approximate scale of the work/services that must be provided);
- b) offered conditions of payment;
- c) time period for performance.
4.3.4. The acceptance of the order by the member-provider is considered to be fulfilled in case one or several of the following conditions are met:
- a) the member-customer has confirmed the acceptance in the hub;
- b) the member-customer and the member-provider have signed an agreement or another document of the order fulfillment;
- c) the member-provider has effectively started fulfilling the order with the member-customer's consent.
- 4.3.5. The size of the remuneration that the member-customer is obliged to pay to the member-provider for the order fulfillment and the terms and conditions of its delivery are determined as agreed by such hub members additionally.
- 4.3.6. The member-provider that received the order is at liberty to involve another hub member or third parties to the order fulfillment, only if approved by the member-customer.
- 4.3.7. The member-provider is responsible to the member-customer for the proper and timely fulfillment of the order.
4.4. Joint implementation of the project by two or more hub members
- 4.4.1. Hub members may jointly implement projects.
- 4.4.2. Hub member (hereafter - "member-initiator") that initiates a joint project may offer all or specific hub members (hereafter - "members-partners") to participate in its implementation.
- 4.4.3. The member-initiator places the information about the initiative for a joint project in any form in the hub.
- 4.4.4. The conditions of joint implementation of the project are agreed upon by the member-initiator and members-partners independently.
- 4.4.5. The member-initiator and members-partners pay the fee to bvblogic company in the size determined by the agreement of such hub members additionally.
5. Responsibility. Penalty for violation of the Agreement
- 5.1. Bvbvlogic company may enforce penalty for the violation of the Agreement against the hub members.
5.2. Penalties for the violation of the terms of the Agreement are:
- a) warning;
- b) expulsion from the hub.
- 5.3. For the first minor violation of the terms of the Agreement, the hub member may receive a warning.
- 5.4. For the repetitive violation (committed within three months after the first one was committed or revealed) or major violation of the terms of the Agreement, the hub member may be expelled from the hub.
5.5. Major violations of the terms of the Agreement are:
- a) deliberate concealment by the hub member of information that they know certainly and which is significant for proper implementation of the Agreement (real income received from the customer; information about insufficient qualification of the executive or freelancer; information about low-quality performance of work and/or provision of services or their other major deficiencies; etc.);
- b) deliberate disclosure and/or other unauthorized use of confidential information about another hub member by the hub member;
- c) enticement of the hub member's client, executive or another hub member by one of the hub members;
- d) delay in the payment settlement between hub members for more than one month.
- 5.6. Bvblogic company may apply penalties for the violation of the Agreement against any hub member.
- 5.7. Bvblogic company shall not be liable for hub members' actions and is not a party to their liabilities.
- 6.1. Any information (other than publicly available information), received by the hub members from each other within the Agreement implementation is confidential.
- 6.2. Confidential information includes any information that is not available in open and/or publicly available sources, technical, financial and other information the access to which is limited by the hub member, customer.
- 6.3. The Parties are obliged to take proper and sufficient measures to prevent disclosure of confidential information to third parties and/or its illegal use by third parties, including measures that are commonly used by them to protect their own confidential or other information with limited access.
- 6.4. Confidential information may be given by the Party to a competent state authority when legitimately requested by them, including cases for court rulings, if this requirement (court ruling) is binding for the Party.
7. Risks of the Parties
- 7.1. The Parties bear all the risks relating to the Agreement implementation.
8. Dispute Resolution
- 8.1. All disputes, divergences or demands that stem from the Agreement or relate to it, namely considering the interpretation, implementation, violation, termination or invalidation, shall be resolved by the Parties through negotiations.
- 8.2. In case disputes, divergences or demands stemming from the Agreement or relating to it could not be solved through negotiations, they can be resolved by litigation.
9. Agreement duration
- 9.1. The Agreement comes into effect upon the signing by the Parties and is valid for three years. In case prior to the expiration of the Agreement neither Party has notified the other Party of their intention to terminate the Agreement after its validity period, the Agreement is deemed annually extended (prolonged) on the same terms and conditions and for the same period.
- 9.2. Either Party may bring the Agreement to early termination for convenience through written notification of the other Party not later than 30 calendar days prior to the announced date of termination.
- 9.3. In case the penalty for the violation of the terms of the Agreement in the form of expulsion is exercised to a hub member, this results in the termination of the Agreement with this hub member. Herewith, the Agreement is deemed terminated since the notification of the hub member of their expulsion.
9.4. Expiration of the Agreement or its termination:
- a) is without prejudice to responsibilities of the hub member to other hub members;
- b) is without prejudice to the non-enticement of the executive's customers, non-disclosure of confidential information of the other hub members;
- c) does not relieve the hub member of the right to receive remuneration from other hub members of which they are a legitimate claimant.
10. Other conditions of the Agreement
- 10.1. Any amendments and/or alterations to the Agreement are to be set exclusively as the Parties agree in written form and signed by the Parties.
10.2. All messages relating to the Agreement must be sent in a form that allows for proper confirmation of the receipt of the message by the recipient. The Parties agree that the following forms are considered to be properly sent messages relating to the Agreement, by way of illustration and not limitation:
- 1) message sent to the address (location) of the hub member, specified in the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organizations;
- 2) message delivered by a courier or another postal service operator, hand-delivered to the president of the Partner or the Partner's authorized person.
- 10.3. All issues not stipulated by the Agreement are to be interpreted within current legislation of Ukraine.
- 10.4. The Parties grant each other their agreement to collect, store and use personal data of natural persons, who are involved in the execution of the Agreement, but exclusively in the way and within the scope required for proper performance of the Agreement.
- 10.5. The Agreement is set in the Ukrainian or English languages editions in two copies, which have equal legal value.
- 10.6. Partner is taxpayer: ***.
- 10.7. Bvblogic company is an income tax payer in accordance with general practice.
- 10.8. After this Agreement is signed, all previous negotiations and/or correspondence as to the subject of the Agreement and its terms and conditions cease to be effective.