Public Offer Agreement on the Provision of Technical Services

ProviderIndividual Entrepreneur Kolodiazhenskyi Andrii Vasylovych, Individual Tax Number (RNOKPP) 3685704974, who owns and administers the Startlek Platform and is registered with the Bank as the principal merchant (agent) under the marketplace/agent scheme.

Platform, StartlekThe information and communication product (website, application and related software) available at startlek.com, which enables the publication of sports events and online registration for them.

ClientAn individual entrepreneur or legal entity — an organizer of sports events — that has listed an event on the Platform and is being connected to the Acquiring service as a submerchant of the Provider.

BankJSC UNIVERSAL BANK — the payment service provider that supplies the Acquiring service to the Client and credits the funds.

AcquiringThe Bank's payment service for accepting payment instruments and transferring funds to the Client's account. Acquiring is provided by the Bank under a separate agreement between the Bank and the Client.

OrderA Participant's registration for the Client's event, placed through the Platform and paid for using Acquiring (registration fee, add-ons, the Client's goods and services).

ParticipantA natural person who registers for the Client's event through the Platform and makes a payment.

Technical Services, ServicesThe services defined in Section 3 of this Agreement, which accompany the provision of payment services within the meaning of paragraph 8 of part one of Article 9 of the Law of Ukraine «On Payment Services».

Personal AccountThe password-protected area of the Platform where the Client manages events and registrations and views payment information.

2.1. This document is the Provider's official public proposal (offer) to conclude an agreement on the provision of technical services on the terms set out below, and constitutes a public agreement within the meaning of Articles 633, 641 and 642 of the Civil Code of Ukraine and the Law of Ukraine «On Electronic Commerce».

2.2. The Agreement is public and is made freely available for an indefinite period at startlek.com/acquiring-offer. The version published at that address is the version in force.

2.3. The terms of the Agreement are identical for all Clients. The Provider may not give preference to one Client over another in relation to concluding this Agreement.

2.4. The Agreement requires neither seals nor signatures of the Parties and retains full legal force without them.

3.1. The Provider supplies the Client with services of a technical nature using the Startlek information and communication product, namely:
— collecting, processing and structuring the Order data that the Client needs in order to receive the Acquiring service from the Bank;
— compiling and transmitting to the Bank the data set required to initiate payment of an Order (amount, currency, payment purpose, the Client's submerchant code, Order contents);
— receiving from the Bank and displaying to the Client and the Participant the payment status of an Order;
— technical support for refunds initiated by the Client;
— providing access to the Personal Account, registration and payment registers, and data export;
— technical support regarding the operation of the Platform.

3.2. The Services under this Agreement are services of a technical nature that accompany the provision of payment services.Pursuant to paragraph 8 of part one of Article 9 of the Law of Ukraine «On Payment Services» No. 1591-IX of 30 June 2021, that Law does not apply to services of a technical nature accompanying the provision of payment services, provided that the supplier of such services has no access to the funds of payment service users.

3.3. The Provider is not a payment service provider, does not transfer funds, does not issue or acquire payment instruments, does not open accounts, does not acquire title to Participants' funds and has no access to such funds. Funds for Orders are credited by the Bank directly to the Client's account.

3.4. The Provider is not a party to the contract between the Client and the Participant, is not an organizer or co-organizer of the event, and bears no obligations regarding its conduct.

3.5. The Services are provided on an «as is» basis, subject to the current functionality of the Platform.

4.1. Acceptance of this offer — that is, full and unconditional acceptance of its terms — occurs when the Client performs any of the following actions:
— submits to the Provider an application to connect to Acquiring through the Platform or a form designated by the Provider;
— is connected by the Bank as a submerchant upon the Provider's submission;
— completes the first Order paid for using Acquiring.

4.2. The Agreement is deemed concluded from the moment of acceptance and remains in force until terminated in accordance with Section 11.

4.3. By accepting this offer, the Client confirms that it has reviewed its terms, the Bank's tariffs, and the terms of the Organizer Agreement and the Privacy Policy.

The Provider shall:— supply the Services to the extent defined in Section 3;
— transmit Order data to the Bank accurately and without distortion;
— maintain the availability of the Platform and provide technical support to the Client;
— keep confidential the information received from the Client;
— notify the Client of changes to this Agreement in the manner set out in Section 12.

The Provider is entitled to:— receive the fee in the amount and manner defined in Section 7;
— engage third parties to supply the Services while remaining liable to the Client;
— suspend the Services if the Client breaches the Agreement, the Bank's requirements or the law, or where there are signs of fraud;
— amend the terms of the Agreement in the manner set out in Section 12.

The Client shall:— provide accurate data required for its registration by the Bank as a submerchant, and notify any changes to that data without delay;
— pay for the Provider's Services in the amount and manner defined in Section 7;
— independently perform its obligations to Participants, including holding the event and issuing refunds;
— not use the Platform to accept payments unrelated to events listed on the Platform, or for activities prohibited by law or by payment system rules;
— independently discharge its tax obligations and comply with legislation on the use of cash registers.

The Client is entitled to:— receive the Services in accordance with the Agreement;
— access registration and payment registers in the Personal Account;
— request technical support;
— withdraw from the Agreement in the manner set out in Section 11.

7.1. The cost of the Provider's Services (the fee) is 1% (one per cent) of the amount of each Order paid for using the Acquiring service.

7.2. The maximum fee of the Provider under this Agreement may not exceed 1% (one per cent) of the Order amount. The Provider charges no other remuneration under this Agreement: there are no subscription fees, connection fees, or charges for access to the Personal Account or for technical support.

7.3. The fee is withheld at the moment the Order is paid, by automatic splitting of the Order amount on the Bank's side: the Order amount less the Provider's fee is credited to the Client's account, and the Provider's fee to the Provider's account. By accepting this offer, the Client consents to and instructs the Bank to perform such splitting, and also to make regular debit transfers of the fee from the Client's account in favour of the Provider on the day the Bank settles the transactions — where that settlement method is technically applied.

7.4. The Bank's fee for the Acquiring service is paid by the Client separately in accordance with the Bank's tariffs; it does not form part of the Provider's fee and is not set by the Provider.

7.5. The Provider is a single-tax payer of the third group and is not a value added tax payer. No VAT is charged on the cost of the Services.

7.6. The Services are deemed duly supplied and accepted by the Client in full if, within 5 (five) business days from the end of a calendar month, the Client has not sent the Provider written substantiated objections. At the Client's written request, the Provider issues a statement of services rendered for the relevant period.

7.7. Where a Participant is refunded for an Order, the Provider's fee withheld for that Order is non-refundable, since the technical Services in respect of that Order have already been performed.

8.1. For failure to perform or improper performance of obligations, the Parties bear liability under the laws of Ukraine and this Agreement.

8.2. The Provider's aggregate liability under this Agreement is limited to the amount of the fee actually received by the Provider from the Client over the last 3 (three) calendar months preceding the event giving rise to the claim.

8.3. The Provider is not liable for:
— the holding, postponement, cancellation or organizational quality of the Client's events;
— the Client's performance of its obligations to Participants, including refunds;
— acts or omissions of the Bank, payment systems and issuers of payment instruments, or the timing of crediting and the amount of bank fees;
— the consequences of the Client providing inaccurate data;
— losses caused by force majeure, including armed aggression, martial law, and emergency outages of electricity and communications.

8.4. The Client shall indemnify the Provider for losses caused by claims of Participants, the Bank or supervisory authorities arising from the Client's actions or its breach of this Agreement.

9.1. Enquiries and complaints regarding the quality of the Services are submitted to startlek.contact@gmail.com within 48 hours of discovering the circumstances giving rise to the enquiry.

9.2. The Provider reviews the enquiry and responds within 15 (fifteen) business days of receiving it.

9.3. Enquiries concerning transactions, payment statuses, crediting periods and refunds are handled by the Bank in accordance with the Client's agreement with the Bank.

9.4. Disputes not settled through negotiation are resolved in court in accordance with the laws of Ukraine.

10.1. The Parties process personal data in accordance with the Law of Ukraine «On Personal Data Protection» and, where applicable, Regulation (EU) 2016/679 (GDPR).

10.2. The Client is an independent controller of the personal data of Participants obtained in connection with registration for its event and is responsible for the lawfulness of any further processing.

10.3. The Provider processes personal data to the extent necessary to supply the Services and transmits to the Bank only the data required to initiate and confirm payment.

10.4. The terms of personal data processing are set out in the Privacy Policy.

10.5. The Parties undertake not to disclose commercial or other confidential information received under this Agreement, during its term and for 3 (three) years after its termination.

11.1. The Agreement enters into force upon acceptance and is concluded for an indefinite term.

11.2. The Client may withdraw from the Agreement at any time by notifying the Provider at least 10 (ten) calendar days in advance and completing settlement for the Services supplied.

11.3. The Provider may terminate the Agreement by notifying the Client at least 10 (ten) calendar days in advance, and — in the event of a material breach by the Client of the Agreement, the Bank's requirements or the law — immediately, with simultaneous suspension of the Services.

11.4. Termination of the Agreement does not release the Parties from obligations that arose before termination, in particular regarding settlements and obligations to Participants.

12.1. The Provider may unilaterally amend this Agreement by publishing a new version at startlek.com/acquiring-offer at least 3 (three) calendar days before it takes effect.

12.2. The Client shall monitor changes independently. Continued use of the Services after a new version takes effect constitutes the Client's consent to its terms.

12.3. If the Client does not agree with the changes, it may terminate the Agreement under clause 11.2.

13.1. The substantive law of Ukraine applies to the relations between the Parties.

13.2. The Parties recognise the legal force of documents and notices sent by email from the addresses specified in the Agreement and in the Personal Account.

13.3. The Client may not transfer its rights and obligations under this Agreement to third parties without the Provider's written consent.

13.4. The invalidity of an individual provision of the Agreement does not render the Agreement invalid as a whole.

13.5. This Agreement is concluded in the Ukrainian language. Translations into other languages, including English, are published solely for convenience of reference. In the event of any discrepancy between the Ukrainian version and a translation, the Ukrainian version prevails.

Individual Entrepreneur Kolodiazhenskyi Andrii Vasylovych
Individual Tax Number (RNOKPP): 3685704974
Single-tax payer of the third group, not a VAT payer
E-mail: startlek.contact@gmail.com
Website: startlek.com