Contract of Offer

By accepting this public offer,
you agree to all the terms set out
below and confirm that you fully
understand all of its provisions, and you enter
into an agreement under these terms for the provision
of services for the use of the “DialogAI” system.

“Contractor”, Sole Proprietor Iryna Valentynivna Bilyk, EDRPOU 3350003748, on the one hand, publishes these Terms, which constitute a public offer (proposal) for the creation, for the “Customer”, on the other hand, and jointly referred to as the “Parties”, of the possibility to create the Customer’s personal account on the Internet at https://dialogai.com.ua/, which is hosted and administered by the Contractor using a specialized software environment for organizing and conducting automated analysis of incoming and outgoing telephone calls using artificial intelligence technologies. The functionality of the Platform consists in converting audio recordings of conversations into text format with subsequent analysis of their content.

GENERAL PROVISIONS
1. These Terms, in accordance with Articles 633 and 647 of the Civil Code of Ukraine, constitute a public offer (proposal) of the Contractor addressed to an indefinite circle of individuals and/or legal entities, containing the terms of the Agreement for the provision of programming and administration services of specialized software intended for organizing and conducting automated analysis of incoming and outgoing telephone calls.
2. Full and unconditional acceptance of this offer shall be deemed to occur through any actions taken by persons who have expressed their intention to use the Contractor’s services, as well as by performing specific actions aimed at fulfilling the conditions specified in this offer and/or taking other actions confirming such person’s intention to use the services provided by the Contractor. The fact confirming the conclusion of a public agreement on the part of the Customer shall be the placement of an order on the Contractor’s website using the contact details (telephone, e-mail, WhatsApp communication, instant messaging applications, etc.) published on the Contractor’s website at: https://dialogai.com.ua regarding the ordering of the Contractor’s services and their subsequent payment.
3. The conclusion of the public agreement is carried out by the Customer joining the Agreement, that is, by the Customer accepting (acceding to) the terms of the Agreement in full, without any conditions, exclusions, or reservations.
4. The public agreement (hereinafter referred to as the “Agreement”), concluded in the manner described above, shall be deemed executed in simple written form, shall not require execution in paper form, and shall have full legal force.
5. From the moment the acceptance is made, the Customer shall be deemed to have familiarized themselves with and agreed to this offer and, in accordance with the Civil Code of Ukraine, shall be deemed to have entered into contractual relations with the Contractor pursuant to these Terms.
6. The Contractor’s obligations are limited to the terms of this offer. In particular, the Contractor is not obligated to provide the Customer with access to the Internet. The Customer shall independently ensure and pay for their own access to the Internet.
7. The Contractor shall have the right to amend or supplement these Terms at any time by publishing an updated version of the Agreement at https://dialogai.com.ua/dohovir-oferty. The Customer shall independently monitor updates to the Agreement and review any updated versions thereof. In the event of disagreement with amendments to the Agreement, the Customer shall, within 3 (three) days from the date of the Agreement update, notify the Contractor thereof in writing and provide the Contractor with written notice of termination of the Agreement. Failure by the Contractor to receive written notice from the Customer regarding disagreement to continue receiving services under the new terms within the specified period shall constitute confirmation of the Customer’s consent to continue interaction with the Contractor subject to the new (amended) terms of the Agreement. In all matters not provided for by this Agreement, the Parties shall be governed by the applicable laws of Ukraine. The current version of the Public Offer Agreement is an open and publicly available document and is always available on the Contractor’s website at: https://dialogai.com.ua/pl/oferta-umowy
CONCEPTS AND DEFINITIONS USED IN THESE TERMS
1. The DialogAI System (the “Platform”) is a web-based application in which the Contractor has implemented a set of software tools, with the possibility of creating a Customer’s personal account, available on the Internet at https://dialogai.com.ua/. It is hosted and administered by the Contractor using a specialized software environment for organizing and conducting automated analysis of incoming and outgoing telephone calls using artificial intelligence technologies. The functionality of the Platform consists of converting audio recordings of conversations into text format with subsequent analysis of their content.
  1. The DialogAI Platform may be modified at the Contractor’s sole discretion, including upgrades of the specialized software environment. The Customer is required to independently familiarize themselves with the Platform’s functionality and operating rules.
  2. The purpose of the DialogAI System is to facilitate telephone interaction between the Customer and their clients for the purpose of quality control of service, including technical and customer support, consulting services, and similar activities. The System provides in-depth analysis of telephone conversations, which enables not only the assessment of sales quality but also the identification of key aspects of communication, optimization of communication scripts, detection of violations of service standards, and improvement of the overall efficiency of customer interactions.
2. Tariffs – information on pricing, discount conditions, and other benefits published on the website.
3. Telephone Call – a telephone communication (incoming/outgoing) conducted for the purpose of exchanging information, providing services, consultations, receiving inquiries, or resolving other matters between the Customer and their client, with subsequent processing and recognition of the telephone call by the Platform using artificial intelligence technologies.
4. GB (Gigabyte, GB) – a multiple unit of information measurement approximately equal to 1,000,000,000 bytes.
5. Billing Period – a calendar month during which the Contractor provides the Customer, according to the selected tariff plan, with maintenance and administration of the Platform.
6. Commercial Rate – the exchange rate of the Ukrainian hryvnia to the US dollar set by Joint Stock Company Commercial Bank “PrivatBank” (hereinafter – PrivatBank), in accordance with the legislation of Ukraine, effective on the date of calculation.
7. Data Volume – information created, transmitted, received, and stored by the Customer using the Platform, measured in gigabytes.
8. Additional Works (Services) – integration with new services, additional features that are specific to the Customer’s business operations, and other works (services) not provided for in this Agreement but falling within the scope of “additional works (services)”.
9. Bank – JSC “Universal Bank” (record in the State Register of Banks No. 92, date of entry: 20.01.1994, registration number in the State Register of Banks: 226), which provides the Customer with acquiring services.
10. Acquiring Service – a payment service provided by the Bank to the Customer under an agreement concluded between them, consisting in the acceptance of payment cards, resulting in the transfer of funds to the Customer.
RULES FOR THE PROVISION OF SERVICES
1. The Contractor undertakes to provide the Customer with services consisting of ensuring access for the Customer, via their Personal Account, to the DialogAI System tools selected by the Customer during the term of the Agreement. The Customer, in turn, undertakes to accept and pay for the services under the terms specified in this Agreement.
2. The Customer places an order on the Contractor’s website by providing accurate data and agreeing to the rules and terms of this Agreement. The Customer may also place an order by telephone, via Skype communication, or by email correspondence with a representative of the Contractor, after reviewing the terms of this offer published on the Contractor’s website, in textual or any other format provided to the Customer by the Contractor or its representative. If a written agreement is concluded between the Customer and the Contractor, the Parties shall be governed exclusively by such written agreement.
3. The Customer consents to and authorizes the Contractor to process and transfer confidential information relating to the Customer to the extent necessary for the Bank to provide acquiring services to the Customer.
4. The services are used by the Customer in the course of receiving acquiring services from the Bank. The Contractor does not have access to the Customer’s funds. In accordance with Clause 8, Part 1, Article 9 of the Law of Ukraine “On Payment Services”, the provisions of this Law do not apply to technical services.
5. For the purpose of paying for the services under this Agreement in the form of a commission, the Customer authorizes the Bank to carry out regular payments on the day of settlement of transaction amounts, namely debit transfers from the Customer’s Account to the Contractor’s current account in the amount of the commission from each transaction, as specified in this Agreement.
6. Placing an order on the Contractor’s website https://dialogai.com.ua/ is carried out by the Customer independently by entering their account data in accordance with the order form. The main elements identifying the Customer on the Contractor’s website are full name, phone number, and email address (account data). The Customer may also provide these details to the Contractor’s representative for further order processing.
7. The services are provided over the Internet by granting the Customer access to the selected DialogAI tariff plan through the Personal Account, which is administered by the Contractor on the Platform during the term of this Agreement.
8. The term of this Agreement is 12 months from the moment the Contractor provides the Customer with access to their Personal Account. If the Customer does not use the services during this period due to personal reasons, the term of the Agreement shall not be extended.
9. The moment of completion of service provision shall be deemed to be the provision of access to the Customer’s Personal Account. The Customer consumes the services by using the functionalities of the DialogAI System on the Platform.
10. All functionality of the DialogAI System is developed by the Contractor, and the Customer accepts the provided functionality without the possibility of making any changes to the software or visual components of the system. The Platform is proprietary and may not meet the Customer’s specific requirements; however, according to Clause 4.4 of the Agreement, the Customer may order additional works (services) to customize the Platform according to their company’s requirements.
PRICE OF SERVICES
1. The price is determined and applied according to the DialogAI System tariff selected by the Customer, as indicated on the relevant web page. The Customer, depending on their needs and objectives, selects one of the following DialogAI System tariff plans (Standard, Optimal, Maximum), which includes Customer registration in the system and 10 GB of allocated storage space for the Customer’s Platform.
  1. In the event of an increase in the Customer’s needs and insufficient allocated storage provided under Clause 4.1 of this Agreement, the Customer shall have the right to purchase additional server space at the rate of 1 GB = 1 US dollar per month. If the amount of additional storage ordered exceeds 50 GB, the Contractor reserves the right to revise the price per 1 GB downward.
2. Before the provision of services under this Agreement, the Customer shall make a 100% prepayment of the cost of services for 1 month or another period in multiples of 1 month, according to the selected tariff plan for maintenance and administration of the Platform by the Contractor. The Customer may make prepayment for any period, but not exceeding the term of the Agreement.
3. The cost of one telephone call under the “Standard” tariff is 5 UAH; the “Optimal” tariff costs 450 UAH per month and includes up to 100 telephone calls; the “Maximum” tariff costs 4,000 UAH per month and includes up to 1,000 telephone calls. In case the Customer exceeds the call limits included in the selected tariff, further usage of the Platform shall be billed at the “Standard” tariff rate.
4. The Platform is provided on an “as is” basis in accordance with Clause 3.4 of this Agreement. All additional works (services) under this Agreement are performed at a separate preferential rate. The cost of one hour of work (services) is 45 US dollars.
5. In the event that the official or commercial USD exchange rate increases by more than 20% against the Ukrainian hryvnia compared to the exchange rate set by the National Bank of Ukraine on the date of conclusion of this Agreement, the Contractor may revise the price of stages that have not yet been paid by the Customer. Such price increase shall not apply to works already paid for by the Customer or services already provided or to be provided under previously paid stages.
PAYMENT PROCEDURE AND SERVICE DELIVERY
1. Prepayment shall be made by non-cash transfer to the Contractor’s bank account specified in this Agreement, or in cash to the Contractor’s representative on a monthly basis, no later than the fifth day of the month in which the services are to be provided.
2. Payments for the services shall be made by transferring funds to the Contractor’s bank account or via online payment systems used by the Contractor.
3. Payment for services shall be made in the hryvnia equivalent, according to the commercial exchange rate applicable on the day of payment.
4. After full or partial payment, funds are non-refundable.
5. The Customer may not request a reduction in the cost of services or a refund in case they did not use the services. The moment of service performance shall be deemed the provision of access to the Customer’s Personal Account.
6. In the case of an advance payment by the Customer for Platform usage, the tariff price for the paid period shall remain unchanged. This provision does not apply if the Customer has used Clause 4.3 by exceeding the telephone call limits under the selected tariff.
7. By making payment for the next billing period, the Customer confirms that the services provided by the Contractor for the previous billing period have been accepted, and such actions are legally equivalent to signing an Acceptance Certificate for works (services).
8. Upon request of the Customer or at the Contractor’s initiative, an Acceptance Certificate for works (services) for the previous billing period shall be issued based on the volume of services provided.
9. The Acceptance Certificate for works (services) under this Agreement shall be deemed accepted by the Customer if, within ten working days from the date of receipt, or twenty working days from the date of dispatch, the Contractor does not receive a written claim from the Customer containing a numbered list of objections. Upon expiry of this term, the services under this Agreement shall be deemed accepted by the Customer and legally equivalent to a signed Acceptance Certificate.
10. After the expiry of the term specified in Clause 5.9 of this Agreement, any claims from the Customer regarding services provided for previous billing periods shall not be accepted.
11. The Contractor shall not be liable to Customers or third parties for changes in Platform functionality or service pricing.
12. The Contractor provides the Customer with access to the Platform only in the administrative interface and web form for configuration purposes, allowing the Customer to adapt the Platform to their own tasks and needs. The DialogAI System source code is protected by copyright, and access to it is not granted to the Customer.
RIGHTS AND OBLIGATIONS OF THE PARTIES
1. The CONTRACTOR’S responsibilities:
  1. To provide the Customer with services in accordance with the terms of this Agreement.
  2. В разі виникнення заборгованості у Замовника щодо оплати послуг по цьому Договору, Виконавець блокує Замовнику доступ до його особистого кабінету.
  3. If the Customer is more than 60 calendar days late in paying for the services under the Contract from the date the debt arose, the Contractor shall be entitled to delete the Customer’s personal account without the possibility of recovering the information contained therein.
2. RIGHTS OF THE ARTIST:
  1. The Customer’s personal account may be blocked if they are using the free version of the Platform and their use of the Platform’s storage space exceeds ten gigabytes.
  2. Should the Customer fall into arrears with payment for services under this Agreement, the Contractor shall block the Customer’s access to their personal account.
  3. If the Customer is more than 60 calendar days late in paying for the services under the Agreement from the date the arrears arose, the Contractor shall have the right to delete the Customer’s personal account without the possibility of restoring the information contained therein.
3. The CLIENT’s responsibilities:
  1. To accept and pay for the services in accordance with the terms of this Agreement.
  2. Whether using the services in person or through an authorised representative, having previously granted access to their personal account, the Customer undertakes not to disclose access to the Personal Account to any third parties.
  3. The Client undertakes to provide accurate information about themselves when registering on the platform and to keep this information up to date. If the Client provides inaccurate information about themselves, the Contractor has the right to block or delete the Client’s account and refuse them access to the platform.
  4. The Customer is responsible for keeping the login and password for their personal account, provided to them by the Contractor, safe.
  5. The Client is responsible for all content created by them or their authorised representatives in the Platform’s Personal Account. The Contractor does not monitor the content transmitted via the Platform and does not guarantee its accuracy, completeness or quality.
  6. The customer is prohibited from using the platform to transmit viruses or any other harmful content.
  7. The Client is prohibited from reproducing, copying, selling, reselling or using any part of the Platform for any commercial or personal purposes, or for the benefit of third parties, without the Contractor’s permission.
  8. The Client is prohibited from making any attempts to gain unauthorised access or from taking any action designed to cause malfunctions in the Contractor’s equipment or software.
  9. The Customer must use the number of gigabytes specified in their chosen tariff plan. Should the Customer use more gigabytes than specified in the DialogAI System tariff plan, the Customer undertakes to pay for the additional gigabytes used at a rate of 1 GB = 1 US dollar for the billing period.
INTELLECTUAL PROPERTY RIGHTS
1. All rights to the DialogAI System are held exclusively by the Contractor.
2. The DialogAI system is a unique and original web application developed by the Contractor, expressed in source and object code, to which the Contractor’s moral and economic rights as the platform’s author apply.
3. The intellectual property rights to the software solutions used on the Platform, including but not limited to images, videos, logos, graphics, sounds and source code, belong to the Contractor.
4. The contractor also uses intellectual property that may belong to other parties on the basis of a relevant licence, contract or other legal grounds.
5. By granting the Customer the right to use the platform’s assets and software solutions, the Contractor does not transfer any intellectual property rights in such assets and does not authorise their use for purposes other than those specified in this Agreement.
6. The DialogAI system is a public system that allows the transmission of information of a public nature, provided that this does not contravene the law. The Customer shall independently assess the need to use the Platform for the exchange of confidential or other sensitive information, taking into account the potential risks. The Contractor recommends that confidential information or other sensitive information be sent via paper-based communication channels.
LIABILITY OF THE PARTIES
1. In the event of a breach of the terms of this Agreement or failure to meet the payment deadlines for services, the Contractor shall be entitled to terminate the Agreement unilaterally and restrict the Customer’s access to the Platform.
2. Should any provision of this Agreement be held to be invalid or unenforceable, this shall not affect the validity of the remaining provisions of this Agreement.
3. The Contractor reserves the right to remove the Customer’s content and account if, in the Contractor’s opinion, it is unlawful, offensive or unacceptable.
4. The Contractor reserves the right to refuse to provide services in the event of verbal, written or other forms of abuse by the Client and its Users towards the Contractor or the Contractor’s employees.
5. The platform is provided on an ‘as is’ basis. The Contractor shall not be liable for any adverse consequences, nor for any losses incurred as a result of restricted access to the platform and the use of information hosted on it, which may be caused by restrictions imposed by the email service to which the Customer’s account is linked, the quality of the communication channels used to transmit information, or the actions of the Customer themselves.
6. The Contractor shall not be liable:
  1. for any loss of profit suffered by the Customer as a result of the Contractor’s proper or improper performance of the terms of the contract;
  2. for the Customer’s actions or omissions whilst using the Platform under this agreement;
  3. towards the end consumers of the products or services provided by the Customer via the Platform, including the quality of the products, their proper or improper condition, fraud, the Customer’s failure to fulfil or improper fulfilment of its obligations towards end consumers, and the accuracy or inaccuracy of the information posted or advertised by the Customer via the Platform;
  4. for lost profits arising from the business model proposed by the Client, which the Client incorporated into the marketing of the Platform developed to its specifications.
7. The Client undertakes to indemnify the Contractor against any liability—whether legal, administrative or moral—arising from any claims, fines, losses or expenses caused by the Client’s actions and/or the actions of its Users whilst using the Platform.
8. The Client undertakes to indemnify the Contractor against any liability—whether legal, administrative or moral—arising from any claims, fines, losses or expenses caused by the Client’s actions and/or the actions of its Users whilst using the Platform.
  The Contractor shall not be liable for any malfunctions in the Platform caused by factors beyond its control (quality of internet access, quality of the electricity supply, actions of the Client’s staff not provided for in the contract, etc.).
9. The Client undertakes to indemnify the Contractor against any liability—whether legal, administrative or moral—arising from any claims, fines, losses or expenses caused by the Client’s actions and/or the actions of its Users whilst using the Platform.
  The Contractor shall not be liable for any malfunctions in the Platform caused by factors beyond its control (quality of internet access, quality of the electricity supply, actions of the Client’s staff not provided for in the contract, etc.).
  The Contractor shall not be liable for any use of the Platform by the Customer, including proper or improper use, nor for any consequences of such use. The Contractor shall also not be liable for any external or internal influence by third parties or the Customer’s Users on information posted or transmitted by the Customer on the Platform. The Customer shall independently decide on the use of the Platform under this Agreement and assumes responsibility for any risks associated with its use.
FORCE MAJEURE
1. The Parties shall be exempt from liability for partial or total failure to perform their obligations under this Agreement if such failure is the result of force majeure: earthquakes, hurricanes, floods, fires, mass outbreaks of disease, other disasters and natural calamities (force majeure), military operations, actions (acts) of state authorities and administrative bodies, strikes and other circumstances beyond the control of the Parties.
2. Force majeure circumstances are understood to mean natural disasters, war and military operations of any nature, blockades, embargoes, export and import bans, epidemics, state actions, strikes, civil unrest, as well as administrative and legal acts of state bodies and other extraordinary circumstances which the Parties could not have foreseen at the time of signing and during the performance of the Contract. The Contractor shall be entitled to extend the deadlines for the performance of the Contract for the duration of the force majeure circumstances.
3. Upon the occurrence of force majeure circumstances, each Party must without delay notify the other Party in writing within 15 days of the occurrence of the circumstances provided for in clause 9.1 of the Contract. The notification must contain details of the nature of the circumstances, as well as official documents confirming the existence of these circumstances and, where possible, assessing their impact on the Party’s ability to fulfil its obligations under this Agreement.
DISPUTE RESOLUTION
1. In the event of a dispute, the Parties shall seek to resolve the matter through pre-litigation dispute resolution.
2. The Parties have agreed that the case shall be heard by the court with jurisdiction over the place where the Contractor is registered.
FINAL PROVISIONS
1. Any amendments, additions or supplementary agreements to this Agreement shall be valid provided that they are made in writing and signed by the authorised representatives of the Parties.
2. This Agreement has been drawn up in two copies, in the Ukrainian language, both of which are equally valid, with one copy for each of the Parties.
3. This Agreement is concluded for the term specified in clause 3.2 of the Agreement and shall remain in force until the Parties have fully performed their obligations. If a Party fails to notify the other Party in writing of the termination of the Agreement one month prior to the expiry of the term of the Agreement, the Agreement shall be deemed to have been extended on the same terms and for the same period.
4. The Parties have agreed that this agreement may be signed electronically using an electronic digital signature (hereinafter ‘EDS’). Electronic copies of documents and electronic correspondence shall be deemed equivalent to the original documents (messages) and shall not require confirmation on physical media or paper. The Parties may separately use EDS, handwritten signatures and seals, and services for the exchange of electronic documents. Upon written request by a Party, the agreement and documents signed using EDS may be sent in paper form to the address specified in this Agreement.
5. By signing this Agreement, and by signing this Agreement using an electronic digital signature, the Customer confirms that they understand the terms of the Agreement as set out in Ukrainian. The Client assures the Contractor that they are not engaged in any illegal activities, are not a member of any illegal groups, are not on any sanctions list, do not reside in occupied territories and do not recognise any illegal state entities, all the Customer’s activities are lawful, both within Ukraine and in the territories of other states, and the Customer does not intend to use the website developed by the Contractor in breach of the requirements of the current legislation of Ukraine or the legislation of other countries.
PRIVACY POLICY
1. Neither Party shall use any information received under this Agreement for any purpose that directly or indirectly causes harm to the other Party and/or for the purpose of obtaining any benefit during the term of this Agreement.
2. The Parties agree that any information on any data storage medium transmitted or received under this Agreement or in connection with its performance (including email correspondence, telephone conversations, Viber, Telegram or via other means of electronic communication, the number of licences, information transmitted by the Customer via the Platform, etc.), shall be deemed confidential and shall not be disclosed to any third party without the mutual consent of the Parties.
3. Information that is classified as public under current legislation, and the disclosure of which is an obligation of the Party, shall not be regarded as confidential. The terms of this agreement and the Technical Specification for the implementation of the system are confidential and shall not be disclosed.
4. All information provided by the Parties to one another, in any form, shall remain the exclusive property of the Party that provided such information, unless otherwise provided for in this Agreement. Upon written request, the data storage media and any copies thereof must be returned or destroyed immediately at the first request of a Party.
5. The existence of this Agreement does not constitute confidential information and does not require the prior written consent of the other Party for the Parties to include information regarding their cooperation with the Client/Contractor in their portfolio.
6. If a third party brings a claim against one of the Parties or takes any other legal action that may result in the disclosure of confidential information by that Party, the Party against whom such action is taken shall immediately notify the other Party to this Agreement.
7. The Contractor is prohibited, during the term of this Agreement and for a period of three years following its expiry, from disclosing the information specified in this Agreement.
8. A party shall, under this Agreement, be liable for: the inadvertent disclosure (publication) or use of confidential information if it fails to exercise the same degree of care that it would reasonably exercise in respect of its own confidential information of similar importance, and, upon discovering such inadvertent disclosure or use of this information, fails to attempt to prevent its inadvertent disclosure (publication) or use; the unauthorised disclosure (publication) or use of confidential information by persons who work or have worked for it under an employment contract, a civil law contract or on any other basis, if it fails to protect such information with the same high degree of care that it would exercise within reasonable limits in respect of its own confidential information of similar importance.
9. The customer grants permission for the use of their personal data.