CostCare AI • MACH GROUP LLC, EDRPOU 45164108
PUBLIC OFFER
for Access to the CostCare AI
Software Platform and Related Services
1.1. This Public Offer (the “Offer”) constitutes an official offer by LIMITED LIABILITY COMPANY “MACH GROUP”, EDRPOU Code 45164108, operating under the CostCare AI trademark (the “Company”), to enter into an agreement for access to the CostCare AI software platform and related services on the terms and conditions set forth in this Offer.
1.2. This Offer is addressed exclusively to business customers, including legal entities, individual entrepreneurs, self-employed persons, and other persons who, under the laws of their country of registration or establishment, carry out business, entrepreneurial and/or professional activities and use the Platform in connection with such activities (the “Client”).
This Offer may be accepted by Clients registered or established in Ukraine or in other countries, including Member States of the European Union and the European Economic Area, provided that the provision of services by the Company to the relevant Client does not violate applicable law.
1.3. This Offer is not intended for entering into agreements with individuals who purchase services for personal, family, household, or other purposes unrelated to their business or professional activities.
1.4. The CostCare AI software platform (the “Platform”) is a software product of the Company, access to which is provided via the Internet to the Client’s authorized users.
1.5. By accepting this Offer, the Client represents and confirms that:
1.6. Upon acceptance of this Offer, an agreement on the terms and conditions of this Offer shall be deemed concluded between the Company and the Client (the “Agreement”).
1.7. The provision and use of the Platform shall be subject to the requirements of the laws applicable to the relevant legal relationship. Where mandatory provisions of the laws of the European Union or any other jurisdiction apply to the Company’s activities, the use of the Platform and/or the processing of personal data, such requirements shall apply to the extent prescribed by such laws.
2.1. The Company provides the Client with services granting access to the CostCare AI software platform (the “Platform”) under the SaaS (Software as a Service) model, and the Client accepts and pays for such services in accordance with the terms and conditions of this Agreement.
2.2. Depending on the applicable plan/subscription, the Client may be granted access, inter alia, to the following features and services of the Platform:
2.3. The specific features, scope of access, number of users, scope of use of AI functionality, amount of included Balance, and other parameters of the services shall be determined by the plan selected by and/or agreed with the Client and shall be displayed on the Platform and/or communicated to the Client prior to activation of the relevant subscription and payment.
2.4. Granting access to the Platform does not entail the transfer to the Client of any exclusive intellectual property rights in or to the Platform, its source code, algorithms, databases, or any other components thereof.
3.1. The Company creates the Client’s organization within the Platform and sends an invitation to access the Platform to the email address specified by the Client.
3.2. The user follows the link provided in the invitation, creates a password, and logs in to the Platform.
3.3. The Client is responsible for maintaining the confidentiality of the access credentials for its users’ accounts and for the actions of any persons to whom the Client has granted access to the Platform.
3.4. The Client shall not grant access to the Platform to any third parties who are not duly authorized users of the Client.
3.5. If the Client becomes aware of, or reasonably suspects, any unauthorized access, the Client shall promptly notify the Company.
4.1. Acceptance of this Offer shall be constituted by the Client taking actions that unequivocally confirm its agreement to the terms and conditions of the Offer, namely, confirming its acceptance of the Offer through the Platform and activating a paid subscription.
4.2. Prior to activating the subscription and making the first payment, the Client shall be given an opportunity to review the then-current version of the Offer.
4.3. By activating the subscription, the Client confirms its agreement to:
4.4. The Agreement shall be deemed concluded in electronic form upon acceptance of the Offer.
4.5. The Company may retain technical information necessary to evidence the Client’s acceptance of the Offer, including the date and time of acceptance, the version number and date of the Offer, as well as other technical information generated by the Platform.
4.6. The Company may retain electronic logs and other technical records evidencing the acceptance of the Offer, selection of a plan, consent to recurring payments, modification or cancellation of the subscription, and other legally significant actions taken by the Client through the Platform for such period as is necessary for the performance of the Agreement, protection of the Company’s legitimate interests, and compliance with applicable law.
5.1. To activate paid access, the Client selects the “Activate Subscription” option in the “Balance” section of the Platform.
5.2. The Client is then redirected to the payment environment of the relevant payment provider to make the payment.
5.3. The subscription is activated upon successful payment and receipt of the relevant confirmation that the payment has been successfully processed.
5.4. Unless otherwise agreed with the Client, the billing period shall be one month from the date of subscription activation or the applicable date of its automatic renewal.
5.5. The subscription shall automatically renew for each subsequent billing period until cancelled by the Client.
6.1. The subscription fee shall be determined in accordance with the plan agreed with the Client and shall be communicated to the Client prior to the first payment.
6.2. By making the first payment and agreeing to automatic renewal of the subscription, the Client authorizes recurring payments for each subsequent billing period until the subscription is cancelled.
6.3. Subscription payments shall be processed through a third-party payment provider.
6.4. For payment processing, the Company uses PayPro Global, which, under the applicable payment model, acts as the Merchant of Record (MoR), accepts payments from Clients, and provides the relevant payment documentation.
6.5. The Client may be redirected to the PayPro Global payment environment to make the first payment and provide the required payment information.
6.6. Subsequent recurring payments may be processed automatically in accordance with the Client’s authorization for recurring payments and the rules of the relevant payment provider.
6.7. Upon completion of a payment, the Client shall be provided with the applicable payment and/or transaction document in accordance with the procedure and transaction model applied by PayPro Global or another relevant payment provider.
6.8. The Client’s payment information required to process the transaction shall be processed by the relevant payment provider in accordance with its terms and policies.
6.9. The Company may use other payment providers in the future. A change of payment provider shall not, in itself, affect the price of any subscription period already paid for by the Client.
6.10. Unless expressly stated otherwise during the subscription process, information regarding the price of the applicable plan, applicable taxes, fees, and other mandatory charges shall be displayed to the Client prior to payment. The assessment and payment of taxes, including value added tax (VAT), shall be determined in accordance with applicable law and the payment processing model used by the relevant payment provider and/or Merchant of Record.
7.1. Unless the Client cancels the subscription before the next automatic renewal date, the subscription fee for the subsequent billing period shall be charged automatically.
7.2. The Client authorizes recurring payments upon activation of the subscription through the functionality of the Platform and/or the relevant payment provider.
7.3. Automatic recurring charges shall continue until the Client cancels automatic renewal of the subscription.
7.4. If a recurring payment cannot be processed, including due to insufficient funds, rejection of the transaction by the bank, or inability to use the relevant payment method, the Company may suspend the Client’s access to the applicable paid and/or AI functionality of the Platform until payment has been successfully processed.
7.5. Upon successful payment, access to the applicable paid functionality may be restored.
8.1. The Client may request a change to its plan through the functionality of the Platform and/or by contacting the Company.
8.2. Where the Client initiates a change of plan, the new price and the key parameters of the new plan shall be communicated to the Client before the Client confirms such change and the new amount is charged.
8.3. Any change in price resulting from switching to another plan shall take effect after the Client confirms such change through the functionality of the Platform.
8.4. The Company may change the subscription fee on its own initiative by notifying the Client no later than 14 (fourteen) calendar days before the new fee takes effect.
8.5. Notice of a change in the subscription fee may be provided by email, through the Platform, and/or by any other available electronic means.
8.6. The new subscription fee shall apply exclusively to subsequent billing periods and shall not affect the price of any period already paid for by the Client.
8.7. If the Client does not agree to the new subscription fee, it may cancel the subscription before the next scheduled charge. In such case, the Client shall retain access to the Platform until the end of the period already paid for.
9.1. Depending on the terms of the subscription plan selected by and/or agreed with the Client, the Client shall be allocated a specified amount of Balance intended for the use of certain Platform features powered by artificial intelligence technologies (the “AI Functionality”).
9.2. The amount of Balance allocated to the Client for the relevant billing period shall be determined by the terms of the selected plan and displayed on the Platform.
9.3. The Balance shall be consumed as the Client uses the relevant AI Functionality. The amount of Balance required to perform individual operations shall be determined in accordance with the functionality and terms of use of the Platform.
9.4. If the Client fully consumes the available Balance before the end of the current billing period, access to the AI Functionality that requires an available Balance shall be automatically suspended. Such suspension shall not terminate the subscription or restrict access to other Platform functionality that does not require the use of Balance.
9.5. Access to the relevant AI Functionality shall be restored after the Client tops up the Balance or after a new amount of Balance is allocated at the beginning of the next billing period in accordance with the terms of the selected plan.
9.6. During a billing period, the Client may purchase additional Balance on the terms and at the price available on the Platform at the time of such purchase.
9.7. The purchase of additional Balance constitutes a separate paid transaction and shall not affect the fee for the main subscription, the duration of the current billing period, or the date of the next automatic renewal of the subscription.
9.8. The procedure for allocating and using the Balance, as well as its validity period, shall be determined by the terms of the applicable plan and the information made available to the Client on the Platform.
10.1. The Client may cancel automatic renewal of the subscription at any time through the relevant functionality of the Platform, including through the “Balance” section.
10.2. Cancellation of the subscription shall terminate its automatic renewal for the next billing period.
10.3. Following cancellation of the subscription, the Client shall retain access to the paid functionality of the Platform until the end of the current paid billing period.
10.4. Upon expiration of the paid billing period, paid access shall terminate unless the Client reactivates the subscription.
10.5. Cancellation of automatic renewal shall not, in itself, entitle the Client to an automatic refund of any fees already paid for the current billing period.
11.1. The Client may submit a request for a full or partial refund of the amounts paid.
11.2. Each refund request shall be reviewed on a case-by-case basis, taking into account the circumstances of the relevant case, the access to the Platform actually provided, and the extent to which the services have been used.
11.3. Following review of the request, a full or partial refund may be approved.
11.4. If a refund is approved, it shall be processed in accordance with the applicable procedures and technical capabilities of PayPro Global or another payment provider through which the relevant transaction was processed.
11.5. The mere submission of a refund request shall not constitute or imply automatic approval of such refund.
12.1. The Client shall have the right to:
12.2. The Client shall:
13.1. The Company shall provide the Client with access to the Platform in accordance with the terms and conditions of this Agreement and the applicable paid subscription plan.
13.2. The Company shall have the right to:
13.3. For the purpose of operating the Platform and providing the services, the Company may engage third parties, including providers of cloud infrastructure, hosting services, AI/API solutions, payment services, communication services, analytics services, and other technology services. Where such third parties process personal data on behalf of the Company as sub-processors, they shall be engaged in accordance with the requirements of applicable data protection law and, where applicable, the Data Processing Agreement (DPA).
14.1. All intellectual property rights in and to the Platform and its components, including its software code, algorithms, architecture, functionality, interfaces, design, databases, texts, graphic materials, logos, and trademarks, are owned by the Company and/or the respective rights holders.
14.2. For the duration of the paid subscription, the Client is granted a limited, non-exclusive, and non-transferable right to use the Platform in accordance with its intended functionality and the terms and conditions of this Agreement.
14.3. The Client shall not acquire any intellectual property rights in or to the Platform as a result of its use of the Platform or payment of any fees.
15.1. Certain features of the Platform may use artificial intelligence technologies and third-party software solutions and/or APIs.
15.2. Outputs generated using artificial intelligence may contain inaccuracies or errors and may require additional review or verification.
15.3. The Client shall independently assess and verify any outputs generated by the AI Functionality before using them to make legal, financial, accounting, management, or other material decisions.
15.4. The Company does not warrant that outputs generated by the AI Functionality will, in every instance, be complete, error-free, or suitable for the Client’s particular purpose.
15.5. The Platform’s AI Functionality may be provided using third-party models, software solutions, and APIs. Any information transmitted to such providers shall be limited to the extent necessary to provide the relevant functionality of the Platform, subject to applicable confidentiality, information security, and personal data protection requirements.
15.6. The Company does not use Client Data to train or fine-tune its own or third-party artificial intelligence models unless otherwise expressly agreed with the Client and permitted under applicable law.
15.7. Where required by applicable law, including Regulation (EU) 2024/1689 laying down harmonised rules on artificial intelligence (the EU Artificial Intelligence Act), the Company shall implement applicable transparency measures in relation to the AI Functionality, including informing users when they are interacting with an artificial intelligence system and identifying or marking AI-generated or AI-manipulated content, in each case to the extent required by applicable law.
15.8. The Client shall not use outputs generated by the AI Functionality as the sole basis for making decisions that produce legal effects concerning an individual or otherwise significantly affect an individual where such use would violate applicable law.
16.1. The processing of personal data in connection with the use of the Website and the Platform shall be carried out in accordance with applicable data protection law, including the laws of Ukraine and, where applicable, Regulation (EU) 2016/679 (General Data Protection Regulation — GDPR).
16.2. The processing of personal data by the Company for its own purposes, including in connection with user registration, account administration, communications, billing, security, and compliance with legal requirements, shall be governed by the Company’s Privacy Policy.
16.3. Where, in the course of using the Platform, the Client uploads, enters, transmits, or otherwise provides the Company with personal data in respect of which the Client determines the purposes and means of processing, the Client shall act as the controller of such personal data and the Company shall act as the processor, unless otherwise required by the nature of the relevant processing or applicable law.
16.4. Where the requirements of Article 28 of the GDPR or equivalent requirements under applicable law apply to the processing of personal data, such processing shall additionally be governed by a Data Processing Agreement (DPA), which shall form an integral part of the contractual relationship between the Company and the Client.
16.5. The Client represents and warrants that it has appropriate lawful grounds for the collection, use, disclosure, and other processing of personal data transmitted through the Platform and that it has fulfilled its obligations to provide the relevant information to data subjects where required by applicable law.
16.6. The Company shall process personal data received from the Client acting as controller solely to the extent necessary to provide the services, ensure the operation and security of the Platform, and in accordance with the Client’s documented instructions, this Agreement, the DPA, and applicable law.
16.7. The Company may engage sub-processors to process personal data in accordance with the requirements of applicable law and the DPA.
16.8. Where personal data is transferred outside a country or territory in respect of which applicable law imposes specific requirements governing international transfers of personal data, the Company shall ensure that an appropriate legal mechanism for such transfer is implemented where required.
16.9. Where Chapter V of the GDPR applies to an international transfer of personal data, such transfer shall be carried out pursuant to an appropriate transfer mechanism provided for under the GDPR, including, where necessary, the Standard Contractual Clauses (SCCs) adopted by the European Commission.
16.10. The Company shall implement appropriate technical and organisational measures to protect personal data and Client Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, such data.
16.11. Data, documents, files, and other information uploaded, entered, or otherwise transmitted by the Client through the Platform (“Client Data”) shall remain the property of the Client and/or the respective rights holders.
16.12. The Company shall not use Client Data to train or fine-tune artificial intelligence models unless otherwise expressly agreed by the Parties and permitted under applicable law.
16.13. Following termination of the Client’s use of the Platform, Client Data shall be deleted, returned, or retained in accordance with the DPA, the Privacy Policy, applicable retention periods, and legal requirements.
16.14. The use of cookies and similar technologies shall be governed by the Cookie Policy. Where applicable law requires user consent, non-essential cookies and similar technologies shall be used only after the relevant consent has been obtained.
16.15. Information and Client Data that are confidential by their nature or designated as confidential by the Client shall not be disclosed except where such disclosure is necessary for the performance of the Agreement, is otherwise permitted under this Agreement, or is required by law.
16.16. The Company may provide its employees, contractors, and service providers with access to such information solely to the extent necessary for the performance of their respective functions, provided that such persons are subject to appropriate confidentiality and information security obligations.
16.17. In the event of any conflict between the provisions of this Agreement and the DPA with respect to the Company’s processing of personal data on behalf of the Client, the provisions of the DPA shall prevail with respect to such processing.
17.1. The Company shall take reasonable organisational and technical measures to ensure the proper operation of the Platform.
17.2. The operation of the Platform may be temporarily restricted or interrupted due to maintenance, updates, technical failures, interruptions in electricity supply, communications or Internet connectivity, the operation of third-party services, or other circumstances beyond the Company’s reasonable control.
17.3. The Company may update and modify the Platform, including its design, structure, and individual features, provided that such changes do not deprive the Client of the core paid functionality during the billing period already paid for.
18.1. The Parties shall be liable for any failure to perform or improper performance of their obligations in accordance with this Agreement and the laws of Ukraine, subject to any mandatory provisions of other applicable law that apply to the relevant legal relationship irrespective of the law chosen by the Parties.
18.2. The Company shall not be liable for any disruption or malfunction of the Platform caused by:
18.3. The Company shall not be liable for decisions made by the Client solely on the basis of outputs automatically generated by the Platform or the AI Functionality without appropriate review or verification of such outputs.
18.4. Unless otherwise expressly required by mandatory provisions of applicable law, the Company’s aggregate liability in respect of claims brought by the Client arising out of or in connection with the relevant breach of this Agreement shall not exceed the total subscription fees actually paid by the Client during the 2 (two) months immediately preceding the relevant claim.
18.5. The Company shall not be liable for any loss of profits or any indirect, incidental, or consequential damages incurred by the Client, except to the extent that such liability may not be excluded or limited under mandatory provisions of applicable law.
19.1. The Parties shall be released from liability for any failure to perform or improper performance of their obligations where such failure is directly caused by force majeure circumstances arising after the conclusion of the Agreement that are extraordinary, unavoidable, and beyond the reasonable control of the affected Party.
19.2. Such circumstances may include, without limitation, acts of war, missile attacks and other attacks or shelling, terrorist acts, fires, accidents, prolonged interruptions in electricity supply or communications, cyberattacks, acts or decisions of governmental authorities, and other extraordinary and unavoidable circumstances.
19.3. The existence of martial law in Ukraine shall not, in itself, constitute an unconditional ground for exemption from liability. The affected Party must establish a causal link between the relevant circumstance and its inability to perform the specific obligation.
20.1. The Agreement shall enter into force upon acceptance of this Offer and shall remain in effect until terminated in accordance with the terms of this Agreement.
20.2. The Client may cancel automatic renewal of the subscription in accordance with Section 10 of this Agreement.
20.3. The Company may temporarily restrict or terminate access to the Platform in the event of:
20.4. Termination of the Agreement shall not release either Party from any obligations that arose prior to the effective date of termination.
20.5. If the Company terminates access to the Platform before the end of the applicable paid billing period for reasons unrelated to the Client’s breach of this Agreement, the Company may, at its discretion, either continue to provide the Client with access until the end of the paid billing period or issue a refund proportionate to the unused portion of such period. Where access is restricted or terminated as a result of the Client’s breach of this Agreement, amounts paid for the current billing period shall not be refundable, except where otherwise expressly required by applicable law.
20.6. Termination of the Agreement shall not affect the continued application of the provisions relating to confidentiality, personal data protection, intellectual property, limitations of liability, or any other provisions which, by their nature, are intended to survive termination of the Agreement.
20.7. The retention, return, export and/or deletion of Client Data following termination of the Agreement shall be governed by this Agreement, the DPA, the Privacy Policy, and applicable law.
21.1. Where the provisions of Regulation (EU) 2023/2854 (Data Act) concerning switching between data processing services apply to the Company’s services, the Company shall enable the Client to switch to another provider of data processing services, transfer exportable data and digital assets to the Client’s own ICT infrastructure or, where the Client does not intend to switch, have such data and digital assets erased in accordance with Applicable Law.
21.2. To initiate the switching process, the Client shall submit a corresponding request to the Company. The notice period shall not exceed two months, unless a shorter period is agreed between the Parties or required by Applicable Law.
21.3. Following expiry of the notice period, the Company shall facilitate the switching process without undue delay. The transitional period shall not exceed 30 calendar days, except where it is technically unfeasible to complete the switching process within that period. In such a case, the Company shall inform the Client of the technical reasons and the expected period required to complete the switching process in accordance with Applicable Law.
21.4. As part of the switching process, the Company shall provide reasonable assistance to the Client and enable the export of data and digital assets which, under Applicable Law, are eligible for portability and which have been directly or indirectly generated by the Client or relate to the Client’s use of the Platform, excluding data and assets of the Company or third parties that are not subject to portability under Applicable Law.
21.5. Exportable data shall be made available in a structured, commonly used and machine-readable format where technically feasible and required by Applicable Law.
21.6. Following completion of the transitional period, the Client shall be provided with a period of at least 30 calendar days to retrieve the exportable data, unless otherwise provided by Applicable Law.
21.7. Following expiry of the applicable data retrieval period, the Company shall erase the data and digital assets that are required to be erased in accordance with Applicable Law, the DPA and the Company’s applicable retention periods, except for information that the Company is required or permitted to retain under Applicable Law.
21.8. Any charges associated with switching, transition, export or portability of data may be imposed only to the extent expressly permitted by Applicable Law.
21.9. This Section shall apply only to the extent that the relevant provisions of the Data Act or other Applicable Law apply to the Company, the Client and the relevant services.
22.1. The Company may amend this Offer from time to time.
22.2. The then-current version of the Offer shall be made available on the Website and/or the Platform.
22.3. Any amendments that materially affect the terms of the Client’s paid subscription shall apply to subsequent billing periods after the Client has been notified of such amendments.
22.4. In the event of any change to the subscription fee, the provisions of Section 8 of this Offer shall apply.
22.5. Amendments to the Offer shall not affect the terms applicable to any billing period already paid for by the Client, unless otherwise expressly agreed by the Parties.
23.1. The Parties agree that notices, confirmations, requests, and other communications may be sent through the Platform and/or by email.
23.2. The Client shall ensure that the contact information provided in connection with its use of the Platform is accurate and kept up to date.
23.3. Any actions taken through the Client’s or its user’s authorized account shall be deemed to have been taken by the Client unless proven otherwise.
23.4. Electronic communications and technical records of the Platform may be used by the Parties as evidence of the relevant actions, notices, activation or cancellation of the subscription, and other circumstances relating to the performance of this Agreement.
24.1. This Agreement, including its formation, performance, interpretation and termination, as well as the rights and obligations of the Parties arising out of or in connection with it, shall be governed by and construed in accordance with the laws of Ukraine, without regard to its conflict-of-laws rules.
24.2. The Parties’ choice of the laws of Ukraine as the governing law of this Agreement shall not restrict the application of any mandatory provisions of other laws which, under applicable rules of private international law, apply to the relevant legal relationship irrespective of the law chosen by the Parties.
24.3. The Parties shall endeavour to resolve through negotiations any disputes or disagreements arising out of or in connection with this Agreement.
24.4. If a dispute cannot be resolved through negotiations, it shall be submitted to a competent court of Ukraine in accordance with the applicable rules of jurisdiction and venue established by the laws of Ukraine, unless otherwise required by mandatory provisions of applicable law or provided for in a separate written agreement between the Parties.
25.1. This Offer, together with the parameters of the plan/subscription agreed with the Client, sets forth the terms and conditions governing paid access to the Platform.
25.2. The general rules governing the use of the Website and the Platform are additionally set forth in the Terms of Use of the Website and the Platform (Terms of Use).
25.3. The processing of personal data shall be governed by the Privacy Policy.
25.4. The use of cookies and similar technologies shall be governed by the Cookie Policy.
25.5. Where the Company processes personal data on behalf of the Client, such processing shall additionally be governed by the Data Processing Agreement (DPA).
25.6. The DPA, Privacy Policy, Cookie Policy, and other documents expressly referred to in this Offer shall, to the extent applicable, govern the relationship between the Parties together with this Offer.
25.7. If any provision of this Offer is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions of this Offer.
LIMITED LIABILITY COMPANY “MACH GROUP”
EDRPOU Code: 45164108
Registered Address: 6/1 Stelmakha Street, Premises 1, Kyiv, 03040, Ukraine
Email: wahtel@costcare.ai
Phone: +380 67 565 27 27