Terms of Service

1. General Provisions

These Terms of Service (hereinafter referred to as the "Terms") define the procedure for providing services by VHost Consulting (hereinafter referred to as the "Company") and regulate the relationship between the Company and clients (hereinafter referred to as the "Client" or "User").

By using VHost Consulting services, the Client confirms their agreement with these Terms. If the Client does not agree with any provision of the Terms, they should stop using the Company's services.

1.1. Terms and Definitions

The following terms are used in these Terms:

• Services — IT services provided by VHost Consulting, including IT audit, network design, technical solutions implementation, technical support, IT consulting, and other services specified on the Company's website.
• Agreement — an agreement between the Company and the Client on the provision of services, concluded in writing or by acceptance of an offer.
• Personal Data — any information relating directly or indirectly to an identified or identifiable natural person (data subject).
• SLA (Service Level Agreement) — an agreement on the service level that defines the quality parameters of the services provided.

2. Service Provision Procedure

2.1. Conclusion of the Agreement

Services are provided on the basis of an Agreement between the Company and the Client. The Agreement may be concluded in writing or by acceptance of an offer on the Company's website.

2.2. Scope and Timing of Services

The specific list of services, their provision deadlines, cost, and other essential conditions are defined in the Agreement, its annexes, or in separate service orders.

2.3. Quality of Services

The Company undertakes to provide services of proper quality in accordance with the terms of the Agreement and applicable technical standards. Specific service quality parameters are defined in the corresponding SLA.

2.4. Changes to the Terms of Service Provision

The Company has the right to unilaterally change these Terms by notifying the Client at least 30 (thirty) calendar days before the changes take effect by posting information on the Company's website and/or sending a notification to the Client by email.

3. Rights and Obligations of the Parties

3.1. Rights and Obligations of the Company

The Company undertakes to:

• Provide services of proper quality in accordance with the Agreement and these Terms;
• Ensure the confidentiality of information received from the Client in the process of providing services;
• Timely inform the Client about changes in the procedure for providing services;
• Provide technical support in accordance with the terms of the SLA;
• Comply with the requirements of Ukrainian and European Union legislation when processing the Client's personal data.

The Company has the right to:

• Involve third parties to fulfill its obligations under the Agreement without the Client's consent, while remaining responsible for their actions to the Client;
• Suspend the provision of services in case the Client violates these Terms or the terms of the Agreement;
• Request from the Client information necessary for the proper provision of services.

3.2. Rights and Obligations of the Client

The Client undertakes to:

• Pay for the Company's services in a timely manner according to the terms of the Agreement;
• Provide the Company with reliable information necessary for the provision of services;
• Not use the Company's services for activities that violate the legislation of Ukraine and/or the European Union;
• Observe confidentiality conditions with respect to information received from the Company;
• Promptly inform the Company about any deficiencies found in the provision of services.

The Client has the right to:

• Receive services of proper quality in accordance with the terms of the Agreement;
• Receive information about the progress of service provision;
• Refuse services in the manner provided for by the Agreement and these Terms.

4. Service Costs and Payment Procedure

4.1. Cost of Services

The cost of services is determined in accordance with the Company's current tariffs and is specified in the Agreement or its annexes. All prices are indicated without VAT, unless otherwise provided by the Agreement.

4.2. Payment Procedure

Payment for services is made in the manner and within the timeframes established by the Agreement. Unless otherwise provided by the Agreement, payment is made by transferring funds to the Company's bank account.

4.3. Changes to the Cost of Services

The Company has the right to unilaterally change the cost of services by notifying the Client at least 30 (thirty) calendar days before the changes take effect by posting information on the Company's website and/or sending a notification to the Client by email.

4.4. Taxes

The Client is solely responsible for paying all applicable taxes related to the use of the Company's services, unless otherwise provided by Ukrainian legislation.

5. Intellectual Property

5.1. Rights to Work Results

If the Company creates intellectual property objects as part of the service provision, the rights to such objects are determined by the Agreement. Unless otherwise provided by the Agreement, exclusive rights to intellectual property objects created by the Company are transferred to the Client after full payment for the services.

5.2. Software Licenses

If the Client is provided with access to third-party software as part of the service provision, the Client undertakes to comply with the terms of license agreements of such third parties. The Company does not provide any guarantees regarding third-party software, except those expressly specified in the Agreement.

5.3. Use of Trademarks

The Client is not entitled to use the trademarks, commercial designations, and other means of individualization of the Company without the prior written consent of the Company.

6. Confidentiality and Personal Data Protection

6.1. Confidential Information

The Parties undertake to maintain the confidentiality of information received during the execution of the Agreement. Confidential information includes technical, economic, and commercial information that is not publicly available. The confidentiality regime is in effect throughout the entire term of the Agreement and for 5 (five) years after its termination, unless otherwise provided by the Agreement.

6.2. Processing of Personal Data

The Company processes the Client's personal data in accordance with the requirements of the Law of Ukraine "On Personal Data Protection" and the General Data Protection Regulation (GDPR).

By providing personal data, the Client agrees to its processing by the Company for the following purposes:

• Fulfillment of obligations under the Agreement;
• Informing about new services and promotions of the Company;
• Improving the quality of service and customer experience;
• Conducting statistical and marketing research.

6.3. Rights of Personal Data Subjects

In accordance with GDPR, the Client has the following rights regarding their personal data:

• Right of access to their personal data;
• Right to rectification of inaccurate personal data;
• Right to erasure of their personal data;
• Right to restriction of processing of personal data;
• Right to data portability;
• Right to object to the processing of personal data;
• Right to withdraw consent to the processing of personal data;
• Right to lodge a complaint with the authorized body for the protection of personal data subjects' rights or in court.

6.4. Personal Data Protection Measures

The Company takes necessary legal, organizational, and technical measures to protect personal data from unauthorized or accidental access, destruction, alteration, blocking, copying, provision, dissemination, as well as from other unlawful actions in relation to personal data.

7. Limitation of Liability

7.1. Limits of the Company's Liability

The Company is liable for non-performance or improper performance of its obligations within the limits established by the Agreement and applicable Ukrainian legislation. The maximum liability of the Company cannot exceed the cost of services paid by the Client for the period during which the violation occurred.

7.2. Exclusion of Liability

The Company is not liable for:

• Indirect losses and lost profits of the Client;
• Failures in the operation of services and systems outside the Company's control;
• Actions or inaction of third parties that may affect the quality of services;
• Non-performance or improper performance of obligations due to force majeure circumstances;
• Content of information posted and transmitted by the Client using the Company's services.

7.3. Client's Liability

The Client is fully responsible for:

• The accuracy of the information provided to the Company;
• Respecting the rights of third parties when using the Company's services;
• Compliance with the legislation of Ukraine and the European Union when using the Company's services;
• Security of their account data and restricting third-party access to them.

8. Term and Termination of the Agreement

8.1. Term

The Agreement comes into force from the moment of its conclusion and is valid until the Parties fully fulfill their obligations, unless otherwise provided by the Agreement.

8.2. Termination Procedure at the Client's Initiative

The Client has the right to refuse to perform the Agreement on condition of paying the Company for the expenses actually incurred and the cost of services actually provided. Unless otherwise provided by the Agreement, the Client must notify the Company of the intention to terminate the Agreement at least 30 (thirty) calendar days before the expected date of termination.

8.3. Termination Procedure at the Company's Initiative

The Company has the right to refuse to perform the Agreement in the following cases:

• Violation by the Client of the terms of the Agreement and these Terms;
• The Client's use of services for activities that violate the legislation of Ukraine and/or the European Union;
• Non-payment or late payment for the Company's services;
• Other cases provided for by the Agreement and applicable legislation.

In case of termination of the Agreement at the Company's initiative, the Company must notify the Client at least 15 (fifteen) calendar days before the expected date of termination, unless otherwise provided by the Agreement.

8.4. Consequences of Termination of the Agreement

Upon termination of the Agreement, the Parties are obliged to make mutual settlements within 10 (ten) business days from the date of termination. Termination of the Agreement does not release the Parties from liability for its violation that took place during the term of the Agreement.

9. Dispute Resolution

9.1. Pre-trial Procedure

All disputes and disagreements arising from the Agreement or in connection with it, the Parties will strive to resolve through negotiations. Before going to court, the Party considering its rights violated must send a claim to the other Party. The claim consideration period is 30 (thirty) calendar days from the date of receipt.

9.2. Judicial Procedure

In case it is impossible to resolve disputes through negotiations, disputes are submitted for consideration to a competent court in accordance with the current legislation of Ukraine.

9.3. Applicable Law

The substantive law of Ukraine applies to the relations of the Parties. In cases where the Client is a resident of a European Union member state, the relevant provisions of European Union law also apply to the relations of the Parties.

10. Final Provisions

10.1. Notifications

All notices and messages within the framework of the Agreement must be sent by the Parties to each other in writing or by email, unless otherwise provided by the Agreement. Notifications are considered received:

• When sent by email — on the day of sending;
• When sent by registered mail — after 10 (ten) calendar days from the moment of sending.

10.2. Force Majeure

The Parties are released from liability for non-performance or improper performance of obligations if such non-performance is a consequence of force majeure circumstances, including but not limited to: natural disasters, military actions, acts of government authorities and administration, other events, the occurrence of which is beyond the reasonable control of the Parties and could not have been foreseen by the Parties at the time of conclusion of the Agreement.

The Party for which the impossibility of fulfilling obligations under the Agreement arose is obliged to notify the other Party of the onset and cessation of force majeure circumstances within 5 (five) business days. Documents issued by competent authorities will serve as proper proof of the existence of these circumstances and their duration.

10.3. Entirety of Agreement

These Terms, together with the Agreement, constitute the entire agreement between the Company and the Client regarding the subject matter of the Agreement and replace all previous agreements and arrangements between the Parties.

10.4. Severability

If any provision of these Terms is found to be invalid or unenforceable, this does not affect the validity or enforceability of the remaining provisions of the Terms.

10.5. Changes to the Terms

The Company has the right to unilaterally change these Terms. The new version of the Terms comes into force upon the expiration of 30 (thirty) calendar days from the moment of its posting on the Company's website, unless another term is specified when posting. Continued use of the Company's services after the entry into force of the new version of the Terms means the Client's agreement with the new version.

Last updated: March 3, 2025