on the provision of services related to the use of assisted reproductive technologies
Limited Liability company “the Center of reproductive medicine “New life”, the identification code of the legal entity 41353709 located at the address: Vinnytsia region, Vinnytsia, Magistratska Str., 166, represented by the Director Peter Moiseev, acting on the basis of the Charter, hereinafter referred to as the Contractor, undertakes to provide paid services related to the use of assisted reproductive technologies in accordance with the approved price list and on the terms of payment agreed upon by the parties, to any capable physical person (man and / or woman) acting on its own behalf (hereinafter – the Customer) , which for medical reasons are eligible for treatment using assisted reproductive technologies, under the conditions specified in this public offer.
After the acceptance of this public offer, the Customer becomes a Party to the Agreement on the provision of services related to the use of assisted reproductive technologies.
The Contractor and the Customer are collectively referre to as the “Parties”, and each individually as the “Party”.
On the Customer’s side, one or two capable individuals (man and / or woman) can act.
In order of real Offer the following terms are use in the following values:
Offer – suggestion of Contractor, addressed to capable individual (man and/or woman), acting on its own behalf (hereinafter – Customer), which by medical reasons has the right to treatment with assisted reproductive technology, conclude a service Agreement with them, associated with the application assisted reproductive technology on the terms, contained in this offer, published on the Internet at: https:// www.eko.clinic/ru
Acceptance of an offer – full and unconditional acceptance of an Offer through the implementation of actions, specified in clause 2.1. Offer.
Customer – is a capable individual, receiving service, related to the application assisted reproductive technology in accordance with Agreement.
Contractor – Limited Liability Company “Center of reproductive medicine “New life”.
Price-list – the current list of services of the performer with prices, which is an integral part of this Offer.
Prepayment – amount of money, paid by Customer, under the terms of clause 3.2 of given Agreement.
Agreement – contract between Contractor and Customer, on the indication of medical services on the terms of this Offer, which concluded by means of an Offer acceptance. The contract between the parties is recognized concluded at the moment of receipt by the Contractor an Offer acceptance.
The subject of given Agreement is the set of services defined in clause 3.2. of given Agreement that are oblige to provide the Contractor with the Customer for the organization and support of the process of applying curative programs to the Customer with the help of assisted reproductive technologies (further referred to as “ART”), including the Surrogate motherhood method (further – SM), as well as the process of bearing the child(children) conceived with the help of such methods, a surrogate mother, which the Customer undertakes to accept and pay.
ART – it is a technique for treating infertility, in which manipulation with reproductive cells, individual or all stages of reproductive cell preparation, the process of fertilization and development of embryos before their transfer to the uterus of the patient is carried out in conditions in vitro(technique of experiment or other manipulation in a special laboratory vessel or in a controlled environment outside the living organism).
Mutual rights and obligations of the Customer and the Surrogate mother are regulate in a separate contract between them.
The reciprocal rights and obligations of the Customer and health care institutions (further – HCI), on the basis of which the ART programs will be applied, including the SM method, are determined in a separate agreement, which the Contractor has the right to conclude in the interests and at the expense of the Customer, in this case acquiring rights and obligations for the Customers.
SM – is one of the methods of infertility treatment, according to which embryos obtained in the cycle of in vitro fertilization (IVF) transferred to the womb of a woman who is not genetically associated with these embryos for further gestation and childbirth.
2.1. Full and unconditional acceptance of this public Offer is the Customer’s implementation of the prepaid services that constitute the subject of this Agreement. Acceptance is also possible in writing by sending the signed copy of this Agreement to the Contractor.
2.2. Acceptance of the Offer means that the Customer agrees with all the provisions of this offer, and is tantamount to concluding the Agreement.
2.3. The validity of this Offer established from 11.01.2018 for the entire period of its placement on the site specified in given Agreement.
3.1. The Contractor undertakes to render to the Customer services for the organization and maintenance of the application of the ART program to the Customer during the term of the Agreement, at prices according to the Price List valid at the time of rendering the service, and the Customer undertakes to pay for the services.
3.2. Within the framework of given Agreement, the Contractor shall provide such services to the Customer:
The list of services to be provided to the Customer by the Contractor and their cost, as well as the amount of the Prepayment, shall be agreed by the parties via telephone or Internet communication, fixed in the annex to given Agreement, which is an integral part of given Agreement.
3.3. The amounts agreed by the Parties in accordance with the procedure specified in clause 3.2 of given Agreement include the sum of all taxes in accordance with the legislation of Ukraine, which the Contractor is obliged or will be obliged to pay in case of changing the current Ukrainian legislation or taxation system. The Contractor is solely responsible for the payment of all applicable taxes, and under no circumstances will the Customer be obliged to pay additional amounts to the Contractor in connection with the payment of taxes by the Contractor.
These amounts include, in addition to the cost of the Contractor’s services, the cost of all necessary medical services and expenses (the cost of all medical drugs, vitamins and manipulations prescribed by doctors and necessary for the normal course of pregnancy) associated with the IVF procedure and implantation of embryos, the pregnancy of the Surrogate mother, diagnosis of the risk assessment of chromosomal abnormalities, a monthly cash compensation to the Surrogate mother, which covers all of her expenses for adequate nutrition during pregnancy, clothes vitamins, interurban travel and accommodation, compensation of Surrogate mother expenses to create the most favorable conditions for pregnancy, compensation for pain, discomfort and inconvenience that she and her family had in connection with pregnancy, compensation for lost earnings, and the cost of those services and costs associated with the organization and carrying out of deliveries of the Surrogate mother, the costs for the postnatal rehabilitation of the Surrogate mother.
The Contractor shall notify the Customer in writing of any anticipated unforeseen expenses. For any unforeseen expenses, the Customer must provide written permission, otherwise such expenses are not reimbursed by the Customer.
In the event that several persons are on the Customer’s side, the payment agreed in accordance with Clause 3.2. This Agreement amounts can be implemented by any of the Customers, or they are jointly. The obligations of the Customers to pay these amounts are solidary, that is, the Contractor has the right to demand the performance of the obligation to pay the funds in part or in full from both the Customers together and from any of them separately. The Contractor, who has received the discharge of the obligation to pay not in full from one of the Customers, has the right to demand a payment received from the second Customer. Customers remain liable until their payment obligations are fully met. Fulfillment of the obligation to pay in full amount by one of the Customers terminates the obligation of the second Customer to the Contractor
4.RIGHTS AND OBLIGATIONS OF THE PARTIES
4.1. The Customer is obliged:
4.1.1. Provide a HCI unit that will perform the ART treatment program, in particular the SM method, informed consent to participate in such a program. In case that he fails to provide or refuses to participate in ART treatment programs, in particular by the SM method, the Customer shall not have the right to demand refund of the funds paid under the Agreement to the Contactor, and also to demand compensation for any of his expenses and (or) damage incurred in the performance of this Agreement.
4.1.2. To pass on time and in full all necessary in accordance with the Procedure for the application of assisted reproductive technologies in Ukraine, approved by the Order of the Ministry of Health of Ukraine 09.09.2013 No. 787, medical examinations (basic and additional, determined by the doctor) and procedures, manipulations, including to receive spermatozoa, to pass certain tests by a doctor, necessary for the application of ART. The Customer is obliged to comply with the prescriptions and recommendations of the doctor given during the examination to determine the ART method, as well as during the application of ART procedures.
In case of the Customer’s refusal or untimely passage of necessary medical examinations and procedures, the delivery of tests necessary for the application of ART, failure to comply with the prescriptions of the doctor in this regard, as a result of which the doctor made an informed decision to terminate the ART program in respect of the Customer, revealing on their results the Customer’s lack of indications for the application of ART treatment procedures, in particular, by the method of SM, the Customer does not have the right to demand the return of the prepayment paid in advance to the Contractor, as well as reimbursement of any expenses or other harm incurred as a result of the performance of this Agreement.
4.1.3. Accept from the Contractor the results of the provision of services, which are formalized by acts of transfer and receiving of services (in full or in a certain stage), if the services provided comply with the terms of the Agreement, and pay them in amounts and within the terms provided for in given Agreement. The act of transferring and receiving services must be signed by the Customer and the authorized representative of the Contractor within three (3) days from the date of provision of services under given Agreement. The signing of the Act of transfer and receiving of services by the Parties is a confirmation of the absence of claims from the Parties.
If within 30 (thirty) days from the date of sending (the date of delivery to the institution of communication or delivery to the Customer) of the Act of transfer-receiving of services, the Customer has not sent a signed copy of such Act or in writing stated reasonable refusal to sign this act, the services specified in the Act are considered to be accepted without objections.
4.1.4. To issue a power of attorney to the person indicated by the Contractor for the purpose of representation of interests in state, municipal, private institutions, enterprises, in particular HCI (including the right to conclude contracts with HCI used for the treatment of ART, observation of the bearing and birth of a child (children) mother), in the tax authorities to obtain the identification number of the taxpayer, representation in the registry offices of civil status acts when registering a birth and is born of the child in the bodies that issue documents on leaving abroad, courts in case of need to protect the interests of the Customer, concerning the implementation of given Agreement. In the absence of such power of attorney (powers of attorney), the Contractor shall be released from liability for failure to provide relevant services.
4.1.5. To pay for the Contractor’s services within the framework of given Agreement, as well as other payments, in the manner and in the amount provided for in given Agreement, including payments to be made by the Contractor in the interests of the Customer in favor of other persons involved in the implementation of given Agreement (HCI, Surrogate mother and etc.);
4.1.6. after the birth of the Surrogate mother of the child (children), take it (them) from the Surrogate mother (personally or through a representative), and also register the fact of the birth of the child (children) and it’s (their) origin from the Customer as a person for whom the medical ART procedures, including the SM method, were conducted. This duty is maintained in relation to the child (children) born with a surrogate mother with developmental defects (both physical and mental), or a handicapped child (children), regardless of the reasons that led to it. In case of the Customer’s refusal to take the child, he undertakes to write a written refusal and is not entitled to a refund of payments made under given Agreement;
4.1.7. Do not prescribe a surrogate mother any medications other than those prescribed by a doctor who monitors the course of pregnancy;
4.1.8. In no way violate or affect the rights and freedoms of the Surrogate mother;
4.1.9. Do not take out the Surrogate mother for the territory of Ukraine and do not offer travel abroad during the entire period of the SM program without the written consent of the Contractor.
4.2. The Customer has the right:
4.2.1 To receive information about the health status of the surrogate mother, the course of the pregnancy of the surrogate mother, her medical tests, the results of the examination, procedures and manipulations made with respect to her, sperm and / or oocyte donors if they are involved in the ART treatment program. Such information can be provided by the Contractor in translation into English at the request of the Customer;
4.2.2. At her own discretion, visit her surrogate mother with her doctor;
4.2.3. require the Surrogate mother to have her blood screened for traces of nicotine, alcohol, narcotic and toxic drugs, undergo an amniocentesis procedure (examination of amniotic fluid and fetal cells that are in her) on any day during the SM program;
4.2.4. In case of revealing of medical indications for the operation of artificial termination of pregnancy, which are associated with physical or physiological disabilities of the development of the child (children) and are not connected with the threat to the life and health of the Surrogate mother, make a decision on conducting an operation of artificial termination of pregnancy under such conditions;
4.2.5. In case of revealing medical indications for the operation of artificial termination of pregnancy associated with the risk of causing serious harm to the life and health of the Surrogate mother, to make a joint decision with the Surrogate mother to carry out the operation of artificial termination of pregnancy in accordance with the recommendations of a doctor who oversees the course of pregnancy;
4.2.6. In the case of medical problems with the embryo, to make a final decision on the treatment or absence of treatment;
4.2.7. Appoint a curator for the Surrogate mother, which can be regulate in the contract concluded by the Customer with her.
4.3. The Contractor would: timely and in full provide the Customer with the services that constitute the subject of this agreement.
4.4. The Contractor has the right:
4.4.1. Receive from the Customer information necessary to fulfill obligations under given Agreement, by written request or verbally;
4.4.2. To receive from the Customer payments in the amounts and within the time limits specified in the procedure specified in clause 3.2. of given Agreement;
4.4.3. If the Customer fails to fulfill (in full) the obligation to fully pay the Contractor’s services, to delay the performance of the obligation to transfer the documents available to him that are subject to transfer to the Customer (in particular, the child’s / children’s birth certificate / certificates, child / children’s travel documents, etc.) until the moment of full settlement under the Agreement. The Contractor shall immediately notify the Customer of this right. The Contractor holding the said documents is responsible for the loss or damage to them if the loss or damage occurred through his fault;
4.4.4. With the purpose of monitoring the compliance of the Surrogate mother of medical prescriptions and restrictions related to bearing a child (children) in the ART program with the participation of the Customer, timely visits the surrogate mother of doctors, passing the necessary tests, passing examinations and procedures prescribed by the doctor, representatives of the Center have the right: be present on visits of the Surrogate mother of doctor, to receive information about the course of pregnancy, the state of health of the Surrogate mother during pregnancy, the results of her tests and examinations, including extracts, certificates, copies of medical records; to carry out checks on the compliance of the Surrogate mother with medical and other regulations during the bearing of the child (children) aimed at ensuring the health of the unborn child (children), and also to prevent the unwanted termination of pregnancy and / or the birth of a child (children) with developmental disabilities, including the Surrogate mother’s place of residence, in particular, using audio and video equipment installed in the Surrogate mother’s premises solely with her privity; require the Surrogate mother to undergo a blood test to detect traces of nicotine, alcohol, narcotic and toxic substances, undergo an amniocentesis procedure (examination of amniotic fluid and fetal cells that are in it) on any day during the Surrogate motherhood program.
5.1. The Customer confirms that he:
1) necessary for the current legislation of Ukraine conditions for the conduct of the SM, namely: the availability of medical indications for SM; documents required for the conduct of the SM; the Customer (one of the future parents), in whose interests the SM is carried out, should have a genetic connection with the child; a Surrogate mother should not have a direct genetic connection with the child. It is permitted to bear pregnancy by close relatives of future parents (mother, sister, cousin, etc.);
2) the indications prescribed by Ukrainian legislation for treatment by SM, namely: absence of the uterus (congenital or acquired); deformation of the cavity or cervix in congenital malformations or as a result of surgical interventions, benign tumors in which pregnancy can not be born; structural-morphological or anatomical changes in the endometrium, leading to a loss of receptivity, synechia of the uterine cavity that can not be treated; severe somatic diseases, in which gestation threatens the health or life of the recipient, but does not affect the health of the unborn child; unsuccessful repeated IVF attempts (4 or more times) with repeated production of high quality embryos, the transfer of which did not lead to pregnancy;
3) possible complications during IVF, provided for in the Procedure for the Application of Assisted Reproductive Technologies in Ukraine, approved by the Order of the Ministry of Health of Ukraine on September 9, 2013, No. 787;
4) the algorithm for performing ART by the SM method, which includes the following steps: selection of the Surrogate mother; synchronization of the menstrual cycles of the recipient and the Surrogate mother, preparation of embryos (cryoembryons) procedure of embryo transfer to the uterus of the Surrogate mother; cryopreservation of unused embryos; diagnosis of pregnancy; monitoring the course of pregnancy in SM; determination together with the doctor who supervises the pregnant woman, the method of birth, the place of birth, the method of feeding the newborn; childbirth can be a partnership between recipients and the Surrogate mother;
5) the rules for determining the origin of the child born by ART, as provided for in Article 123 of the Family Code, namely that in the case of transferring another woman to the human embryo conceived by the spouse (male and female) as a result of ART, the parents of the child are the spouses . In this case, simultaneously with the document confirming the fact of the birth of the child by this woman, a statement is made about her consent to the recording of the Customer by the child’s parent, the authenticity of the signature on which must be notarized, and a certificate of the genetic relationship of the parents (mother or father) with the fetus. The following entry is made in the column “For marks” of the birth certificate: “The mother of the child according to the medical birth certificate is a citizen (last name, first name, patronymic)” and the name of the institution (organization) that issued the certificate, date of issue and number, notary data (surname and initials, notary district or state notary office), date and for which registry number the authenticity of the woman’s signature was certified on the application for her consent to the recording of the spouses as the parents.
6) that when using ART as in the natural pregnancy process, there is a probability of miscarriage (up to 12 weeks of pregnancy – 30%, from 12 weeks and up to 22 weeks – 10%, with the birth of a child at the period of 22-28 weeks of pregnancy – premature childbirth and disability by the child, at the period of 28-34 weeks of pregnancy – the probability of physical disorders in a child is 5-10%;
7) on the possibility of determining the presence of hereditary diseases (chromosomal and genetic) in the fetus by the means of the amniocentesis procedure, which can be arranged by the Contractor at the initiative of the Customer and at his expense on the 15-17 weeks gestation period. At the time of 12-13 weeks of pregnancy, a blood test can be performe;
8) that a child born in the territory of Ukraine automatically receives Ukrainian citizenship according to the legislation of Ukraine. For his exit from the citizenship of Ukraine the following documents are submitted: application for the withdrawal of the child from the citizenship of Ukraine (Form 22, approved by Order of the Ministry of Foreign Affairs of Ukraine of September 15, 2006 No. 185); 4 photos (size 35 x 45 mm) of the child, if he was 7 years old; a copy of the child’s birth certificate; a copy of the document confirming the child’s stay in the citizenship of Ukraine; one of such documents: a document showing that the child has acquired the citizenship of another state (states); a document issued by an authorized body of another state that the child will obtain the citizenship of another state if he withdraws from the citizenship of Ukraine; a document confirming that at the time of the birth of the child, the parents or at least one of them were foreigners or stateless persons;
9) the possibility of partner parturition – with the presence of the Customer with the Surrogate mother at birth;
10) determining at the time of the child’s birth the order of his feeding – the milk of the surrogate mother or artificial mixtures.
1) during pregnancy as a result of in vitro fertilization and the parturition of a surrogate mother, the same complications are possible as in the case of conception in a natural way;
2) children who were born through in vitro fertilization may have developmental abnormalities, as often as with natural insemination, and that during pregnancy there may be complications that are also characteristic of a pregnancy that occurs naturally.
5.2. The Parties understand that all documentation and information received by them under this Agreement, the terms of this Agreement, as well as any information obtained as a result of the implementation of ART treatment programs in relation to the Customer, the receipt and use of sperm and (or) oocytes, birth of a child (children) by a Surrogate mother, are confidential information.
Parties must ensure the confidentiality of all medical information related to the implementation of ART treatment programs in relation to the Customer, the receipt and use of sperm and / or oocytes, the bearing and birth of a child (children) by the Surrogate mother, as well as protection against unauthorized disclosure, to comply with applicable laws regarding confidentiality, privacy and security of such information.
In case that Confidential Information is to be disclosed or provided by the Contractor in accordance with the provisions of Ukrainian legislation at the request of the authorized state body of Ukraine, such disclosure of Confidential Information will not be considered a violation of the provisions of this clause of the Agreement, provided that the Contractor sends prior written notice to the Customer such disclosure, and in case that prior notification is not possible, – in writing to inform the Customer immediately after the disclosure of Confidential Information.
It is not a violation of this obligation to provide information to the state authority (civil registration body, court) in the amount and in cases when it is necessary to register the birth of a child (children) born by a surrogate mother and establish him / their origin.
The effect of this paragraph retains its validity indefinitely. Full execution or early termination of obligations under given Agreement does not mean termination of obligations of the Parties to comply with the protection measures of Confidential Information.
5.3. The law applicable to given Agreement is the legislation of Ukraine.
5.4. In cases not provided for in given Agreement, the Parties would be governe by the legislation of Ukraine.
5.5. After the acceptance of this Offer, all previous negotiations on it, correspondence, previous agreements, protocols of intentions and any other verbal or written agreements of the Parties on issues that somehow relate to given Agreement lose their validity and can not be taken into account when interpreting the terms of given Agreement.
5.6. In case of changing the address, name, subordination, bank details or other data identifying the Party to this Agreement, the Party is obliged to notify the other Party in writing within three days. In case of changes in banking information, a written notification by the Party whose bank information has been change deemed sufficient and no changes to the Agreement are required. A Party that has not informed the other Party of the change in the relevant details carries all the risks of such failure to notify.
5.7. The Customer does not have the right to refund the paid funds for payment of the Contractor’s services, nor is it exempted from payment for services provided by the Contractor, but they were not paid by the Customer, in the following cases: Premature abortion of the Surrogate mother at any gestation period, regardless of the reasons led to this; The birth of a surrogate mother of a child (children) with developmental problems, both physical and mental, or an incomplete child (children), regardless of the reasons that led to it; non-occurrence of pregnancy as a result of the full treatment cycle and transfer of embryos (hereinafter – TE) to the uterus of a surrogate mother, or TE was not due to the lack of embryos; fetal death in gestation more than 22 (twenty-two) weeks, but before delivery, fetal death during parturition, or the birth of a handicapped child (children), regardless of the reasons that led to it; the death of a surrogate mother, whether or not related to birth.
5.8. The grounds and conditions for the return of compensations and other payments made in favor of the Surrogate mother, the HCI that carried out the relevant ART treatment programs for the Customers, other persons and institutions involved in the implementation of given Agreement are regulated by the relevant Agreements with these entities and the legislation of Ukraine.
5.9. The Customer authorizes the Contractor, on his behalf, to withhold from the Surrogate mother the penalties provided for by the contract between the Customer and the Surrogate mother from those funds that the Customer transfers to the Contractor for making payments to the Surrogate mother.
6. TERM OF THE AGREEMENT
6.1. The Agreement is effective from the moment of acceptance of the Offer and before its termination in accordance with the legislation of Ukraine.
6.2. The Agreement is terminate by mutual agreement of the Parties, executed in writing.
6.3. The Customer has the right up to the TE in the uterus of the Surrogate mother to unilaterally cancel the Agreement, notifying the Contractor in writing.
7. DISPUTE RESOLUTION PROCEDURE
7.1. All disputes between the Parties shall be resolved in accordance with the legislation of Ukraine by means of negotiations, and in case of failure to reach an Agreement, by judicial procedure.
7.2. The Parties agreed that cases arising in relation to given Agreement are subject to jurisdiction by the courts of Ukraine at the location of the Contractor.
8. RESPONSIBILITY OF THE PARTIES
8.1 Violation of the Agreement is its failure to perform or improper performance, that is, performance in violation of the conditions defined by the content of g Agreement and its Annexes.
8.2 The Party shall not be liable for the violation of the Agreement if it occurred not through its fault (intent or negligence). The Party is considered to be innocent and is not responsible for the violation of the Agreement if it proves that it has taken all the measures dependent on it for the proper implementation of given Agreement.
8.3 Violation of the terms of given Agreement through the fault of one of the Parties to the Agreement entails liability under the laws of Ukraine.
8.4 The Contractor is not liable for the actions or inaction of the Surrogate mother, the HCI in which the ART treatment procedures are performed, and the HCI monitoring the pregnancy of the Surrogate mother, and in which the Surrogate mother gave birth to a child (children).
The Contractor is responsible only for the proper provision of exclusively those services that are define in given Agreement as those that are provide directly by the Contractor.
8.5 In case of failure to fulfill the obligations of one of the Parties to the Agreement, the other Party has the right to sue with a requirement to fulfill obligations and apply penalties.
8.6 Neither Party shall be liable for failure to fulfill its obligations under given Agreement for reasons beyond the reasonable control of the Party concerned, in particular insurrection, hostilities, war, terrorist acts, force majeure, including natural disasters, acts of authorities, accidents , acts of bioterrorism, blocking or other forms of strikes, which the corresponding Party should inform the other Party in writing in a timely manner, but not later than ten (10) calendar days. In such cases, failure to fulfill obligations is not considere to be a violation of given Agreement, and the terms for their implementation are extended in accordance with the duration of these circumstances; However, if they last longer than thirty (30) days, the Parties may initiate negotiations and, if possible, reach alternative arrangements in the light of all available circumstances, or have the right to unilaterally terminate given Agreement by giving written notification thereof to the other Party.
8.7 In case of delay in the payment of funds provided for in given Agreement and its Annexes, the Customer pays a fine in the amount of 0.01% of the overdue amount for each day of delay. In addition, the Customer on the basis of Art. 625 of the Civil Code of Ukraine pays 20% per annum of the overdue amount for the use of unpaid Contractor funds.
9. AMENDMENT OF TERMS OF THE AGREEMENT
9.1. The terms of the Agreement may be amend or supplemented by mutual agreement of the Parties, executed in writing.
9.2. Neither Party has the right to transfer its rights under the Agreement to a third party without the written consent of the second Party.
10. CONTRACTOR’S DATA:
Limited Liability Company
“Center of Reproductive Medicine” New Life”
identification code 41353709
location: Ukraine, Vinnytsia region,
Vinnytsia, Magistratskaya Str., house 166
phone: +38 (089) 7777777
Director Petr Moiseyev