PUBLIC OFFER AGREEMENT

LIMITED LIABILITY COMPANY "Jedi Desk" (hereinafter referred to as the Contractor), who acts on the basis of an entry in the Unified State Register dated February 28, 2025 No.1010391020000003772, guided by Art. 633 of the Civil Code of Ukraine invites an unlimited number of individuals and legals to enter into an agreement for the provision of services (hereinafter referred to as the Agreement) on the conditions below.

According to Art. Art. 633, 641 of the Civil Code of Ukraine, this document posted on the Internet at https://www.jedidesk.com/ is a public offer, its terms are the same for all Clients, and if an individual or legal performs actions indicating its acceptance, it is mandatory for the Contractor and this individual.

Payment by the Client for the Contractor's services is a complete and unconditional acceptance of the offer, which is considered tantamount to concluding an agreement on the terms set out in the offer.

1. TERMS AND DEFINITION

1.1. Public offer agreement is a public agreement, a sample of which is posted on the Contractor’s website https://www.jedidesk.com/.

1.2. The “Client” - an individual or legal who accepted the public offer - entered into an agreement with the Contractor on the terms contained in the agreement.

1.3. “Acceptance” means the Client’s provision of full and unconditional consent to conclude this Agreement in full, without the signing of a written copy of the Agreement by the Parties.

1.4. “Offer” is a public offer of the Contractor addressed to any individual or legal to enter into an agreement with him for the provision of services on the existing conditions contained in the offer.

1.5. “Service” – a service or several services for using the JediDesk service, which are provided by the Contractor and are listed in the corresponding section of the Contractor’s website https://www.jedidesk.com/.

1.6. “Tariff” – a payment, the amount of which is established by the Contractor for the provision of services specified in this Agreement to the Client, and indicated on the Contractor’s Website https://www.jedidesk.com/.

2. SUBJECT OF THE AGREEMENT

2.1. This public offer (Agreement) defines the specifics of the provision of services for the use of the JediDesk service.
In accordance with the terms of this Agreement, the Client orders and pays for the Contractor’s services, and the Contractor undertakes to provide the Client with services for using the JediDesk service specified on the Contractor’s website https://www.jedidesk.com/ on the terms and conditions provided for in this Agreement.

2.2. The procedure for providing services for the use of the JediDesk service by the Contractor is defined on the Contractor's website - https://www.jedidesk.com/.

2.3. The Contractor and the Client have the right, at their own discretion, to choose one of the following methods of providing services: providing services to groups of clients or providing services to clients personally.

3. RIGHTS AND OBLIGATIONS OF THE CLIENT

3.1. The Client has the right:

3.1.1. Use the Contractor's services in the quality and quantity paid for in accordance with this Agreement.

3.1.2. Receive necessary and reliable information about the Contractor’s work schedule and services provided.

3.2. The Client is obliged:

3.2.1. Promptly pay and accept services by transferring payment to the Contractor's current account no later than 5 (five) banking days from the date of invoice.

3.2.2. At the Contractor's request, provide valid (truthful) documents and reliable (truthful) information necessary for the implementation of the Agreement.

3.2.3. Follow the Contractor's recommendations related to the execution of the Agreement. The Contractor is not responsible for the consequences of the Client’s failure to comply with the Contractor’s recommendations related to the execution of the Agreement.

3.2.4. Comply with the requirements of the Agreement on confidentiality of information.

4. RIGHTS AND OBLIGATIONS OF THE CONTRACTOR

4.1. The Contractor has the right:

4.1.1. Involve third parties in the provision of services under this Agreement and bear responsibility to the Client for the actions of third parties as for their own.

4.1.2. Do not provide services to the Client if the Client has not paid for the Contractor’s services.

4.1.3. Refuse to fulfill this Agreement in whole or in part if the Client fails to fulfill his obligations.

4.1.4. Require the Client to provide information and documents necessary for the provision of services.

4.1.5. Require from the Client a written explanation or oral clarification of the information and documents provided.

4.1.6. Require the Client to approve the results of the provision of services: technical support for the JediDesk service, etc., necessary for the further provision of services.

4.2. The Contractor is obliged:

4.2.1. Provide services in a timely and high-quality manner in accordance with the terms of the Agreement and the requirements usually imposed for the provision of services of this kind.

4.2.2. Provide the Client with the opportunity to obtain information on the provision of services.

4.2.3. Use technically sound means necessary to provide services.

4.2.4. Comply with the requirements of the Agreement on confidentiality of information.

4.2.5. If circumstances arise that prevent the proper fulfillment of its obligations, notify the Client about this.

5. COST OF CONTRACTOR'S SERVICES

5.1. The cost of services under this Agreement is posted on the Contractor's official website https://www.jedidesk.com/price, the services are part of this Offer.

5.2. The Client pays for services under this Agreement by 100% advance payment in accordance with the Contractor's rates for services in non-cash form through the payment system - monobank.

5.3. Settlements between the Parties under this Agreement shall be made exclusively in the national currency of Ukraine — hryvnia (UAH). By agreement of the Parties, an account may be formed in foreign currency — in particular, in US dollars (USD) or euros (EUR) with subsequent conversion into hryvnia at the weighted average commercial selling rate of the relevant currency, effective on the date of payment.

5.4. The source of information on the weighted average commercial rate is the data published on the website https://minfin.com.ua/ua/currency/kiev/.

5.5. The subscription is considered active from the moment of its payment. The first payment for the subscription will start the billing period selected by the Client when ordering the subscription (1 month or 1 year).

5.6. After the end of the billing period, the subscription is automatically renewed for the next billing period, which will have the same duration as the last billing period. The Client can disable the automatic renewal function in the account.

5.7. If the Client has not used the Contractor's services for using the JediDesk service, paid for by him for his own reasons, then the amount of funds paid by the Client in advance in accordance with the Contractor's rates for the ordered services is not refunded.

5.8. If the Contractor is unable to issue an invoice for a subscription to paid Services, there will be an automatic transfer to a subscription to free Services in the new billing period. Access to paid services will be resumed after payment for the services.

5.9. The Client can cancel the subscription to the Services by disabling the automatic renewal function in his account. In this case, the Client will have access to the Services until the end of the current billing period.

5.10. The Contractor has the right to unilaterally change the rates for services.

5.11. After changing the tariff plan, the change will come into effect from the next billing period.

5.12. The Contractor will publish information about such changes on its official website.

5.13. Paid services cannot be transferred or used by third parties.

6. TERM OF THE AGREEMENT

6.1. The public offer agreement comes into force from the moment of acceptance and is valid until its full execution.

6.2. The Contractor has the right to change this Agreement at any time by posting it in a new version at the link: https://jedidesk.com/ua/offers/.

6.3. The contract may be terminated by agreement of the parties in cases provided for by the current legislation of Ukraine.

7. RESPONSIBILITY OF THE PARTIES

7.1. In case of non-fulfillment or improper fulfillment of obligations under the Agreement, the guilty Party bears responsibility under this Agreement and the legislation of Ukraine.

7.2. The parties are not responsible for violation of their obligations under this Agreement if this was not their fault. A party is considered innocent if it proves that it has taken all measures within its control to properly fulfill the obligation.

7.3. The Contractor is not responsible for non-fulfillment and/or improper fulfillment of obligations under the Agreement if he acted on the direct instructions of the Client.

8. DISPUTE RESOLUTION PROCEDURE

8.1. This Agreement and disputes between the Parties under the Agreement are governed by and construed in accordance with the current legislation of Ukraine.

8.2. The parties will make every effort to resolve disputes through negotiations.

8.3. If the Parties can resolve the dispute through negotiations, such dispute shall be resolved in accordance with the procedure.

9. PRIVACY

9.1. The Parties undertake not to disclose to third parties and not to use for any purposes the information and information received by them in connection with the execution of this Agreement, except in the following cases:

9.1.1. Upon receipt of the consent of the other Party.

9.1.2. Provided that the information to be disclosed is required by applicable law, applicable reporting requirements, or an order of a court of competent jurisdiction.

9.1.3. To the extent that it is directly stipulated in this Agreement and is used for the normal implementation of this Agreement.

9.2. For the disclosure of confidential information, the guilty Party is responsible in accordance with current legislation.

10. CIRCUMSTANCES OF FORCE MAJEURE

10.1. The Parties are released from liability for failure to fulfill or improper fulfillment of their obligations under the Agreement if such failure or improper fulfillment is a consequence of force majeure circumstances (natural disasters, wars, riots, adoption of prohibitive decisions by government and administrative bodies, changes in legislation) which the Parties could not have foreseen at the time of concluding the Agreement and which directly affect the execution of the Agreement.

10.2. The Party subjected to force majeure circumstances is obliged to warn the other Party to the Agreement in writing about the impossibility of fulfilling the terms of the Agreement no later than 3 days from the occurrence of such circumstances. In this case, the Party that was subjected to force majeure circumstances and notified the other Party to the Agreement about the occurrence of these circumstances is obliged to provide documentary confirmation of the occurrence of force majeure circumstances, issued by the competent authority of Ukraine (if it is possible to obtain such confirmation).

10.3. If force majeure circumstances last for more than 30 calendar days, then the Party, at its own discretion, must terminate the Agreement. In this case, neither party has the right to demand compensation from the other party for any losses, except those that arose before the onset of force majeure.

11. FINAL PROVISIONS

11.1. In cases not provided for in the Agreement, the parties are guided by the current legislation of Ukraine.

11.2. The Client gives unconditional consent to the storage and processing, including automated, of any information related to the Client’s personal data for purposes related to the execution of this agreement and the consequences of its execution or non-execution. The Client gives the Contractor consent to the processing of all his personal data without limiting the storage period and the period of processing of personal data.

11.3. Copies of documents sent by the Parties by e-mail, fax or other means of communication have the same legal force as the originals until the originals are exchanged, if the authenticity of their origin is not in doubt. In the case of signing documents with electronic signatures (CEP / UES), the exchange of originals is not mandatory.

11.4. Neither Party may transfer its rights and obligations under this Agreement to third parties without obtaining the prior written consent of the other Party.

11.5. The Parties undertake to notify the other Party in case of changes in the legal (actual, postal) address, bank details, changes in the management apparatus that affect the signing and execution of this Agreement.

12. REQUIRES THE CONTRACTOR

LIMITED LIABILITY COMPANY "Jedi Desk"
EDRPOU: 45687281
IBAN UA623220010000026004700001571
in JSC "UNIVERSAL BANK", MFO 322001
+380 97 954 53 17, yuv@jedidesk.com