Limited Liability Company “SALESBOX”, registration code (EDRPOU) 45416594, located at: 21, 600-richchia Street, Office 222, Vinnytsia, 21021, Ukraine (hereinafter referred to as the “Provider”), offers any individual entrepreneur or legal entity (hereinafter referred to as the “Customer”) to conclude this Agreement (hereinafter referred to as the “Offer”) on the following terms.
1. SUBJECT OF THE AGREEMENT
1.1. The Provider undertakes to grant the Customer access to the software — the cloud platform “SalesBox” (hereinafter the “Platform”) for sales automation, and to provide services for creating and publishing mobile applications (iOS and Android) based on the Provider’s templates (hereinafter the “Applications”).
1.2. Nature of the Agreement.
The relationship between the Parties regarding access to the Platform constitutes a software access service agreement under the Software-as-a-Service (SaaS) model. The Platform is hosted on the Provider’s servers and governed by Chapter 63 of the Civil Code of Ukraine.
Under this Agreement, the Customer is granted a limited, non-exclusive license to use the Platform during the paid Subscription Term strictly for its functional purpose as defined in the Provider’s documentation. No ownership rights to the Platform, its components, or its source code are transferred to the Customer.
1.3. By accepting this Offer, the Customer confirms and warrants that it is a business entity (a legal entity or an individual entrepreneur) and acquires the Provider’s services solely for the purpose of conducting its own business activities. Accordingly, the Law of Ukraine “On Consumer Protection” does not apply to the legal relations under this Agreement.
This Offer does not constitute a public offer for individuals who do not have entrepreneur status.
2. SERVICE PROVISION PROCEDURE AND PUBLICATION
2.1. Setup Stage.
Provision of services begins with the setup stage. Payment of the Setup Fee constitutes payment for the Provider’s services related to technical adaptation, configuration, and assembly of the Applications under the Customer’s brand and does not constitute a purchase of the Applications.
2.2. Application Publishing
2.2.1. The Provider publishes the Applications to either the Customer’s or the Provider’s accounts in Apple App Store and Google Play. The publication period may take up to 14 days and depends on marketplace policies.
The Provider guarantees that the Applications submitted for publication comply with the technical requirements of Apple App Store and Google Play at the time of submission.
If publication is rejected due to technical reasons attributable to the Provider, the Provider shall correct the issues and resubmit the Applications free of charge.
If rejection occurs due to content or business model issues related to the Customer that violate marketplace rules, resubmission shall be performed at the Customer’s expense.
2.2.2. If the Applications are published under the Provider’s developer accounts, the Customer undertakes to create its own developer accounts and transfer the Applications to them within 3 (three) months from the publication date.
If the Customer fails to transfer the Applications within the specified period, the Provider has the right to:
(i) issue an invoice to compensate developer account maintenance costs proportionally to the hosting period;
(ii) after 30 (thirty) calendar days written notice, remove the Applications from the Provider’s accounts without any compensation.
2.3. The Platform subscription (monthly payments) is activated and begins 30 calendar days after the Setup Fee payment.
2.4. The Parties confirm that the Setup Services described in clauses 2.1 and 3.1 constitute configuration and deployment services only and do not involve the creation of original software or the transfer of intellectual property rights.Mobile applications published under this Agreement represent a functional manifestation of the Platform based on the Provider’s templates and remain the Provider’s intellectual property with respect to architecture, code, and design system.
The Customer receives only the right to use such Applications during the Subscription Term.
3. SERVICE FEES AND PRICING PLANS
3.1. Setup Fee (One-time Payment)
The cost of preparation and publication services equals the equivalent of $500 USD.
This amount is a non-refundable payment for configuration services and does not include the transfer of intellectual property rights to software.
3.2. Monthly Subscription Plans
The Customer chooses one of the pricing plans depending on the number of orders per month:
Start — equivalent of $49/month — up to 100 orders
Standard — equivalent of $99/month — up to 250 orders
Standard — equivalent of $139/month — up to 500 orders
Pro — equivalent of $399/month — up to 2000 orders
3.3. Overage
If the limit of 2000 orders per calendar month is exceeded, each additional order will be charged at the rate equivalent to $0.1995 per order.
When approaching the order limit of the current pricing plan, the Provider sends an automatic notification to the email address specified during registration.
If the Customer does not upgrade after reaching 100% of the limit, additional orders will be billed according to clause 3.3.
3.4. Payments shall be made in the national currency of Ukraine according to the NBU exchange rate or the commercial exchange rate of the Provider’s bank on the invoice date, on a 100% prepayment basis.
3.5. In accordance with paragraph 14 of Article 9 of the Law of Ukraine No. 265/95-VR “On the Use of Payment Transaction Recorders in Trade, Public Catering and Services”, the Provider performs settlements without using cash registers (RRO/PRRO), since all payments are made exclusively through licensed banking systems and money transfer services.
The Provider may expand or reduce available payment methods at its discretion.
4. PAYMENT PROCEDURE AND ACCESS TERMINATION
4.1. Consequences of Late Payment
4.1.1. If the Customer fails to pay the subscription fee, access to the Platform will be restricted.
The Customer will retain access to the account dashboard to view the database, but the ability to accept new orders and send push notifications will be blocked.
4.1.2. Restricting Platform functionality does not constitute termination of the Agreement.
During the restriction period:
(i) Monthly Subscription charges are suspended for the days when access to the administrative panel is blocked.
(ii) If the Applications remain hosted in App Store or Google Play under the Provider’s accounts, the Customer must pay a separate hosting fee as defined in the pricing plan or agreed by the Parties.
Previously accrued unpaid amounts remain payable in full.
4.2. Application Removal
If Applications are hosted under the Provider’s developer accounts and the Customer has outstanding debt exceeding 30 days, the Provider may terminate services and remove the Applications from App Store and Google Play.
The Provider must send written notice at least 14 calendar days prior to the planned removal date, specifying the debt amount and deadline for payment.
If the debt is settled before the deadline, removal will not occur.
4.2.2. Restoration of removed Applications is possible only after full repayment of the debt and payment of the Setup Fee again (or a part thereof, as agreed by the Parties).
4.3. Data Deletion
If the debt continues for more than 90 days, the Customer’s account may be deleted along with all data (customer database, order history) without recovery.
Before deletion the Provider must:
(i) notify the Customer at least 14 calendar days in advance, specifying the deletion date;
(ii) allow the Customer to export all account data in machine-readable format (CSV or equivalent).
The Provider is not responsible for consequences if the Customer fails to export the data within the given period.
Deletion is permanent and irreversible.5. INTELLECTUAL PROPERTY RIGHTS
5.1. All exclusive intellectual property rights to the SalesBox Platform, source code, design, and algorithms belong to the Provider.
5.2. Under this Agreement the Provider grants the Customer a non-exclusive, non-transferable, non-sublicensable license to use the Platform and Applications strictly for the Customer’s internal business operations within the territory where such business is conducted, for the duration of the paid Subscription Term.
The license automatically terminates on the last day of the Subscription Term without additional notice.
The Customer is prohibited from:
(i) providing access to the Platform to third parties without written consent of the Provider
(ii) using the Platform beyond its intended functionality
(iii) transferring license rights to any third party.
5.3. Prohibited Actions
The Customer may not copy, decompile, reverse engineer, or create derivative works based on the Platform.
5.4. Marketing Rights
The Provider has the right to use the Customer’s logo, name, and screenshots of the created Application in its portfolio and marketing materials (website, presentations).
The Customer may withdraw such permission by written notice. The withdrawal becomes effective within 10 business days, but previously published non-editable materials may remain in circulation.
6. LIABILITY OF THE PARTIES
6.1. Limitation of Liability
The Provider’s total liability for any claims related to this Agreement is limited to the amount actually paid by the Customer for the last month of services.
6.2. Disclaimer
The Provider shall not be liable for:
• lost profits or indirect damages
• blocking or removal of Applications by Apple or Google not caused by the Provider
• service interruptions caused by hosting providers or communication channels.
7. TECHNICAL SUPPORT
7.1. Technical support is provided on business days from 10:00 to 18:00.
7.2. Response time to support requests is up to 48 hours.
7.3. If technical failures caused by the Provider result in complete Application downtime exceeding 24 hours, the Customer is entitled to compensation in the form of subscription fee reduction proportional to downtime, but not exceeding 15% of the monthly fee.
7.4. “Complete Application Downtime” means inability for end users to place orders via the Application, confirmed by monitoring logs or timestamped screenshots provided by the Customer.
Compensation claims must be submitted within 10 business days after incident resolution.
8. OTHER TERMS
8.1. Non-Solicitation
The Customer agrees not to hire or solicit employees of the Provider during the Agreement and for 12 months after its termination.
8.2. Governing Law
This Agreement shall be governed by the laws of Ukraine.
Any disputes shall first be resolved through negotiations.
If no agreement is reached within 30 days, the dispute shall be submitted to the Commercial Court of Vinnytsia Region.
8.3. The Provider may change pricing plans by notifying the Customer at least 4 months in advance.
Continued use of the Platform constitutes acceptance of the new pricing.
8.4. If any provision of this Agreement is found invalid, the remaining provisions remain fully enforceable.
8.5. The Provider may unilaterally amend this Agreement by publishing a new version with an effective date.
Continued use of the Platform after that date constitutes acceptance of the updated terms.
If the Customer disagrees with the changes, they must stop using the Platform and notify the Provider of termination within 7 days.
9. FORCE MAJEURE
9.1. Neither Party shall be liable for partial or full failure to perform obligations under this Agreement if such failure is caused by force majeure circumstances beyond reasonable control, including but not limited to:
• military actions
• emergency or martial law
• natural disasters
• technological disasters
• large-scale Internet or power outages
• blocking or policy changes of Apple App Store or Google Play.
9.2. The Party invoking force majeure must notify the other Party within 3 business days.If force majeure lasts longer than 60 days, either Party may terminate the Agreement unilaterally by written notice.
10. PROVIDER DETAILS
LLC “SALESBOX”
EDRPOU: 45416594
Address:
21, 600-richchia Street
Office 222
Vinnytsia, 21021
Ukraine
Email: em.xobselas%40troppus