PUBLIC OFFER AGREEMENT
on providing services
The first of December two thousand twenty-three
Individual Entrepreneur SOPILNIAK DMYTRO ANATOLIIOVYCH (registered at the address: Ukraine, 04075, Kyiv City, Yunkerov Mykola Street, building 50, apartment 5, taxpayer’s registration card number 3212413375), hereinafter – the “Contractor”, on the one hand, and any person who has acceded to the Agreement by accepting the offer to conclude this Agreement on terms and conditions determined by the Contractor, hereinafter – the “Client”, on the other hand, hereinafter collectively referred to as the “Parties”, and individually as the “Party”, have entered into this Public Offer Agreement on providing services, hereinafter – the “Agreement”, as follows:
This Agreement is an offer (a public offer) for an unlimited number of individuals, as well as legal entities that are single tax payers, to conclude an Agreement with the Contractor by fully and unconditionally accepting the terms of this Agreement.
This Agreement is a public agreement within the meaning of Article 633 of the Civil Code of Ukraine, and a person who accepts the offer (public offer) to conclude the Agreement (that is makes acceptance) becomes the Client in accordance with Article 642 of the Civil Code of Ukraine, Article 11 of the Law of Ukraine “On Electronic Commerce” and the terms of this Agreement.
The terms of the Agreement shall be the same for all persons who have decided to accept the terms of this Agreement.
The Contractor shall not have the right to give advantages to a Client over the other one regarding the conclusion of this Agreement, unless otherwise established by law.
The Agreement is an accession agreement within the meaning of Article 634 of the Civil Code of Ukraine, since its terms are determined by the Contractor and can be accepted by the Client only by accession to the proposed Agreement as a whole. If the Client does not agree with all or individual provisions of this Agreement, the Agreement shall not be concluded.
This Agreement is an electronic agreement within the meaning of Article 3 of the Law of Ukraine “On Electronic Commerce”, is concluded with the use of available information and telecommunications systems and cannot be recognized invalid due to its execution in electronic form.
Accession to the Agreement is considered to be payment for the Contractor’s services by non-cash transfer of funds with the use of electronic payment means.
The Agreement shall be deemed concluded from the date of receipt by the Contractor of payment for the services performed by the Client under the conditions set forth by this Agreement.
The Parties may agree on another method of accession to the Agreement and determine another time of conclusion of the Agreement.
The Client’s implementation of actions provided for in clause 1.7 of this Agreement shall be considered as the Client’s acceptance of the offer to conclude the Agreement (make acceptance), as well as confirm the fact of full and unconditional acceptance by the Client of the terms of this Agreement without any reservations or comments in accordance with Article 642 of the Civil Code of Ukraine. By accepting the Сontractor’s offer (public offer), the Client agrees to all the terms of this Agreement and confirms that he understands the content of the Agreement and the legal consequences of its conclusion.
This Agreement can be submitted in paper form at the Client’s request, as well as can be printed out by the Client independently from the Contractor’s website.
The terminology used in this Agreement have the following meanings:
Public offer means the Contractor’s offer to conclude the Agreement posted on the Contractor’s website and set out by the Contractor in the terms of this Agreement, and addressed to an indefinite circle of individuals and legal entities;
Acceptance means full, absolute and unconditional acceptance by the Client of the terms of the Agreement by payment for the Contractor’s services or in any other way agreed by the Parties;
Client means an individual or a legal entity that receives services from the Contractor on the terms stipulated in the Agreement;
Contractor’s website – https://biggame24.com;
By entering into the Agreement, the Client shall confirm:
full and comprehensive review of the Public Offer set out in the terms of this Agreement;
absolute and unconditional acceptance of the Public Offer set out in the terms of this Agreement;
full understanding of the content of his contractual obligations and the legal consequences of its conclusion.
Confirmation of the conclusion of the Agreement is a receipt, a bill, a payment order, other settlement or cash document (in electronic and/or paper form) evidencing the payment for the services being the subject of the Agreement in accordance with the Ukrainian legislative requirements, unless otherwise agreed by the Parties.
The Contractor may involve third parties to provide services hereunder.
On the basis, in a manner and in terms stipulated in this Agreement, the Contractor undertakes to provide, and the Client undertakes to accept and pay for educational and informational consulting services on professional management of own consciousness, improvement of mental health, conduct of business, professional management of family relations, etc. (hereinafter referred to as Services).
The subject matter of the Agreement are the services that the Client has selected from the list of services posted on the Contractor’s website.
The Services under the Agreement, at the discretion of the Contractor, may include: video courses, seminars, webinars, round tables, reports, forums, thematic discussions, lectures, oral, written, group, individual consultations, answers to questions.
The topics, method and term (period) of provision of services are given on the Contractor’s website.
The Contractor shall independently develop a list of services that can be provided to the Client on the basis of this Agreement, and publishe such a list of services on the Contractor’s website.
The place of provision of services is specified on the Contractor’s website.
When providing services, the Contractor uses the rights to intellectual property objects, in particular, video courses, owned by Aliev Oktay Kerymovych on the basis of the Licence Agreement dd 01.12.2023.
The Client shall independently select the type of services on the Contractor’s website by ordering an invoice for payment for the Contractor’s services or by paying for the Contractor’s services with the use of the electronic payment means.
The Client shall pay for the services only after he has read and understood the terms of this Agreement set out on the Contractor’s website.
Payment for services means a consent to receive the services selected by the Client on the Contractor’s website.
The Contractor shall provide services in accordance with the Ukrainian legislation and the terms of this Agreement.
The services are provided by giving access to the Client to the Contractor’s video courses, as well as by conducting offline events (with the physical stay of persons in a certain place) and online events (via the Internet using remote viewing services), as well as in other forms and other ways determined by the Contractor.
In case of providing services in the form of an online event, the Contractor is obliged to give access to the Client to view the online event on the internet platform chosen by the Contractor, no later than 1 (one) business day before the date of the online event.
The date of the event (start of the event) may be published on the Contractor’s website or informed to the Client by sending messages with the use electronic communication means.
The Contractor shall not be responsible if the Client has missed an event that had started at the time specified on the Contractor’s website, or within 20 minutes after the time specified on the Contractor’s website.
The services shall be deemed provided to the Client and accepted by the Client from the end of viewing video courses and/or of the event that correspond to the description given on the Contractor’s website.
If there are reasonable comments on the services provided, the Client has the right to apply to the Contractor with a written claim within 5 (five) business days from the date of receipt of the services. Based on the results of consideration of such a claim and provided that there are reasonable grounds for its full and/or partial announcement, the Contractor shall decide to provide the Client with services of proper quality or return to the Client the funds paid by the latter as payment for receiving services provided by the Contractor in violation of this Agreement.
If, within the period specified in clause 3.10 of this Agreement, the Parties have not agreed on the settlement of disagreements regarding the quality or other conditions of the services provision, the dispute between the Parties may be submitted for the court consideration in accordance with the requirements of the current legislation of Ukraine or as agreed by the Parties.
If the contractor has not received a claim from the Client within the period specified in clause 3.10 of this Agreement regarding the quality or other conditions of the services provision, such services shall be deemed to have been duly provided by the Contractor and accepted by the Client in full without complaint.
The Contractor shall have the right to:
receive information from the Client that is required for the services provision;
independently set the price of services and other conditions for their provision by posting relevant information on the Contractor’s website;
make amendments to the Agreement by posting them on the Contractor’s website without special notification to the Client;
keep and process personal data obtained in the course of providing services in accordance with the requirements of the current legislation of Ukraine;
suspend the provision of services if the customer does not fulfill its monetary obligations to pay for services in time;
suspend the provision of services in whole or in part if it is impossible to provide services due to technical or other objective reasons.
The Contractor shall be obliged to:
provide services in accordance with the terms of this Agreement;
provide explanations on issues that arise from the Client’s side in connection with the provision of services;
ensure that the Client can view online events in a manner provided for in the Agreement;
provide services personally and/or with the involvement of third parties, while remaining fully responsible to the Client for the provision of services;
ensure the protection of personal data received from the Client.
The Client shall have the right to:
receive services provided by the Contractor in accordance with the terms of the Agreement;
receive full and reliable information about the scope of the services provided, as well as explanations on the issues that arise from the Client’s side in connection with the provision of services.
The Client shall be obliged to:
independently read and understand the terms of the Agreement posted on the Contractor’s website;
provide reliable and full information necessary for the conclusion and execution of the Agreement;
pay for the services provided in accordance with the terms of the Agreement at the prices determined by the Contractor;
immediately notify the Contractor of changes in his banking details, circumstances and facts that are important for the provision of services under the Agreement;
not copy or distribute video courses, consultations, materials, presentations, explanations, or other information received during the execution of the Agreement without the Contractor’s written consent;
The price of the Contractor’s services is given on the Contractor’s website.
The Contractor shall have the right to unilaterally change the price of any service by specifying a new price of the service on the Contractor’s website.
The Contractor is not allowed to change the price of the service already paid for by the Client.
The Contractor provides the Client with the services on the advance payment basis. After making the payment, the Client will have access to the service package paid for.
Settlements between the Client and the Contractor shall be made in manners specified on the Contractor’s website.
The payment shall be considered made from the moment when the funds are credited to the Contractor’s current account. The Client shall be responsible for the correct transfer of funds.
In case of impossibility or refusal to use the Contractor’s services, the Client shall notify the Contractor in writing no later than 3 (three) calendar days before the date of provision of the service specified in the invoice. On the basis of the written application, the Contractor shall return the funds paid by the Client within 5 (five) business days from the date of submission by the Client of the written application specifying the Client’s account details.
In case of impossibility or refusal to use the Contractor’s services less than 3 (three) calendar days before the date of providing services, the payment made by the Client for the services shall not be refunded, unless otherwise agreed by the Parties.
Payment by the Client for services means the Client’s full and unconditional consent to the Public Offer set out in the terms of this Agreement.
The price of services includes taxes and fees (other mandatory payments) payable by the Contractor in connection with the fulfillment of the terms of the Agreement as required by the current legislation of Ukraine.
For violation of the Agreement, the Parties shall be responsible in accordance with the provisions of the current legislation of Ukraine and the terms of this Agreement.
A violation of the Agreement means its non-fulfillment or undue fulfillment that is, the fulfillment in violation of the terms and conditions stipulated by this Agreement.
The Contractor shall not be responsible for undue fulfillment or non-fulfillment of this Agreement if the Client fails to provide the information and documents necessary for the provision of services, or in the case of provision of incomplete information and documents or provision of contradictory and/or false information and/or documents.
The Client shall be responsible for reliability and completeness of the information provided during registration. If the Client fails to provide or incorrectly specifies information about himself, the Contractor shall not be responsible for the Customer’s losses incurred as a result of refusal to return the advance payment, provide services, and/or perform any other actions due to the inability to correctly identify the Client.
In case of failure to provide services due to the contractor’s fault, the Contractor shall provides services again or return the payment to the Client within 5 (five) calendar days on the basis of the Client’s written application.
In case of the Client’s delay in payment for services as of the day of their provision, the Client shall be deprived of the right to receive services, unless otherwise agreed by the Parties.
In case of the Client’s delay in payment for services, the Client undertakes to pay a penalty (a fee) in favor of the Contractor in the amount of double the discount rate of the National Bank of Ukraine from the amount of the outstanding monetary obligation for each day of delay.
In case of the Client’s delay in payment for services for more than 30 (thirty) calendar days from the date of providing services, the Client shall also pay, in favor of the Contractor, in addition to the penalty provided for in clause 6.7 of the Agreement, a penalty (fine) in the amount of the cost of unpaid services.
If payment systems are used to pay for services on the Contractor’s website, the payment infrastructure service operator shall be responsible for the correctness and timeliness of the funds transfer, as well as the storage and processing of personal data and other information provided to initiate the funds transfer.
The Contractor shall not be responsible for violation of the terms of the Agreement due to the fault of the provider of intermediate services in the information field.
The Parties shall be released from liability for late performance, full or partial failure to perform their obligations, if this occurred as a result of force majeure circumstances: fires, adverse natural phenomena; war, mass riots, strikes; moratorium, acts and decisions of state and/or local authorities and their officials, holding days of mourning established by the President of Ukraine or other competent authority (mourning, Memorial Days, etc.), malfunction of any equipment that is used to transmit radio signal, except for own equipment, interference in the radio signal distribution that is not associated with the equipment, interruption of the air due to the air raid alert or other extraordinary events, as well as other circumstances behind the will of the Parties, which hinder the Parties to fulfill their obligations and which the Parties could not have foreseen in advance. A Party affected by force majeure circumstances must notify the other Party hereof in writing within 5 days from the date of occurrence of such circumstances. The occurrence of force majeure circumstances shall extend the terms of performance of obligations hereunder for a period being equal to the duration of force majeure circumstances. If force majeure circumstances continue for more than 30 calendar days, the Party that has not been affected by such circumstances shall have the right to unilaterally terminate the Agreement without any penalties.
The occurrence and end of force majeure circumstances must be confirmed by a document issued by the authorized state body or the Chamber of Commerce and Industry of Ukraine.
By entering into this Agreement under martial law, the parties are aware that this force majeure circumstance may have a negative impact on the Parties’ performance of their obligations. At this, each of the Parties undertakes to make efforts, where reasonably possible, to minimize such negative impact in order to fulfill its own obligations in full and timely manner at most and to assist the other Party in fulfilling its contractual obligations.
Each of the Parties shall agree to the collection and processing of its personal data (including the collection, registration, accumulation, storage, adaptation, modification, renewal, use and distribution (dissemination, sale, transfer), depersonalization, destruction of personal data, including, among others. with the use of information (automated) systems, as well as other activities that the Parties can perform in relation to personal data in written (paper), electronic and other forms) in particular, but not exclusively, such personal data: first name, last name, patronymic, date of birth, identity document details (number, series, issue date, issuing body, etc.), taxpayer’s registration card number (tax number), extract of data from the state register of legal entities and individual entrepreneurs, tax system, information on education and qualification, phone number, email address and other data voluntarily provided for the purpose of ensuring the implementation of contractual relations between the Parties, bookkeeping and management accounting, conduct of advertising campaigns and marketing research, sending electronic commercial messages by information and telecommunications means of communication (e-mail, mobile communication, messengers, applications, social networks, etc.), communication and relations with state and local authorities, as well as for other purposes, which cover the legal interest of the Contractor.
The Parties undertake to ensure proper protection of personal data from illegal processing and illegal access by third parties, including taking the necessary measures to prevent the disclosure of personal data of officials, employees, authorized representatives of the Parties, if such personal data has been entrusted to the Party or has become known to the Party in connection with the contractual obligations.
By entering into the Agreement, the Client confirms that he has been notified (without further notice) of the rights of the personal data subject established by the Law of Ukraine “On Personal Data Protection”, the purpose of processing personal data, the composition and content of the collected personal data, as well as the conditions for access to personal data by third parties.
Any disputes arising between the Parties in the course of fulfillment of or in connection with this Agreement shall be resolved through negotiations.
All disputes of the Parties in respect of which no agreement has been reached may be filed for resolution in court in accordance with the requirements of the current legislation of Ukraine.
The Agreement shall come into force from the date specified in clause 1.6 of this Agreement and shall be valid until the Parties fully perform their obligations stipulated in the Agreement.
The Agreement shall be early terminated:
by mutual agreement of the Parties;
by a court decision that has entered into legal force;
on other grounds provided for by the current legislation of Ukraine and this Agreement.
SANCTIONS CLAUSE
Sanctions clause:
Each Party shall have the right to unilaterally refuse to perform its contractual obligations and/or terminate the Agreement if:
the other Party, and/or its participant, and/or the ultimate beneficial owner are included in the US OFAC sanctions list (the list of persons subject to sanctions determined by the Office of Foreign Assets Control of the US Department of the Treasury);
the other Party, and/or the participant of the other Party, and/or the ultimate beneficial owner of the other Party, and/or the goods or services of the Contractor are subject to restrictions (sanctions) other than OFAC, US government agencies, the compliance regime of which may be violated by the performance of the Agreement;
the other Party, and/or the participant of the other Party, and/or the ultimate beneficial owner of the other Party is included in the Consolidated List of persons, groups and entities subject to EU financial sanctions;
the other Party, and/or the participant of the other Party, and/or the ultimate beneficial owner of the other Party is included in the Consolidated list of financial sanctions targets in the UK and in the List of persons subject to restrictive measures in view of Russia’s actions destabilizing the situation in Ukraine maintained by the UK Office of Financial Sanctions implementation (OFSI) of the Her Majesty’s Treasury);
the other Party, and/or the participant of the other Party, and/or the ultimate beneficial owner of the other Party is included in the Consolidated United Nations Security Council Sanctions List, which includes individuals and legal entities subject to UN Security Council sanctions measures.
Each of the Parties shall have the right to unilaterally refuse to fulfill its contractual obligations and/or terminate the Agreement if:
the other Party, and/or the participant of the other Party, and / or the ultimate beneficial owner of the other Party is included in the list of sanctions of the National Security and Defense Council of Ukraine (list of persons to whom personal special Economic and other restrictive measures (sanctions) are applied by decisions of the National Security and Defense Council of Ukraine put into effect by decrees of the President of Ukraine in accordance with Article 5 of the Law of Ukraine “On Sanctions”), if the implementation of the Agreement contradicts compliance with the sanctions imposed by the National Security and Defense Council of Ukraine;
personal Special Economic and other restrictive measures (sanctions) were applied in accordance with Article 5 of the law of Ukraine “on sanctions”) if the implementation of the agreement contradicts compliance with the sanctions of the national security and Defense Council of Ukraine.
The Сontractor shall not provide services hereunder and, accordingly, shall not enter into this Agreement with citizens and/or residents of the Russian Federation and the Republic of Belarus.
MISCELLANEOUS
According to the terms of this Agreement, the Contractor shall have the right to unilaterally amend the Agreement by publishing amendments hereto on the Contractor’s website. Amendments to the Agreement shall come into force from the date of their publication on the Contractor’s website, unless another effective date is determined additionally at the time of their publication.
The Contractor hereunder has the status of a single tax payer Group 2.
For issues arising in connection with the conclusion, execution and termination of this Agreement and not regulated by it, the Parties undertake to follow by the norms of the current legislation of Ukraine.
If any provision of this Agreement becomes invalid, this shall not affect the validity of the remaining provisions of the Agreement. In such a case, the Parties shall, as far as possible, attempt to agree on substitution of the invalid condition with new valid provisions that allow to achieve original intentions of the Parties to maximum extent.
The Parties undertake to keep confidential information and trade secrets that have become known to them in connection with the fulfillment of the Agreement, not to disclose confidential information and trade secrets of the other Party, and not to use the relevant information in their own interests or in the interests of third parties.
The Parties are fully responsible for the completeness and accuracy of their banking details. The Parties undertake to immediately notify each other of any changes in their name, description, phone numbers, email addresses, bank and other account details. In case of failure to notify, the Party in fault shall bear the risk of related adverse consequences.
Individual Entrepreneur SOPILNIAK DMYTRO ANATOLIIOVYCH
EDRPOU/DRFO (identification) Code 3212413375
Postal address: Ukraine, 04075,
Kyiv City, Yunkerov Mykola Street,
building 50, apartment 5
current account IBAN UA443052990000026003040132381
at JSC CB “PRIVATBANK” (bank branch code 305299), UAH (Ukrainian hryvnia),
date of opening 18.09.2023