Public Agreement (Offer) on the Provision of UA-Pro Platform Services

This Public Contract (hereinafter — the Contract, the Offer) is the official offer of the LIMITED LIABILITY COMPANY «ЮА-Про Індастрі» (ЄДРПОУ code 45846914), represented by its Director, Olena Kostiantynivna Sinelnikova, acting on the basis of the Articles of Association (hereinafter — the Company, the Provider), to conclude a contract for the provision of the services of the UA-Pro platform on the terms set out below.

The Offer is addressed to any natural person with full legal capacity, sole trader or legal entity — regardless of the country of registration or residence, with the exception of persons whose use of the Platform is restricted under Section 17 of this Contract.

Definitions used in this Contract:

• Platform — the website ua-pro.com, its subdomains, mobile and embedded interfaces, as well as the set of software and hardware that ensures the operation of the service.
• User — any person who has obtained access to the Platform.
• Business User — a User acting for purposes relating to their trade, business, craft or profession (service provider, establishment, seller, employer, landlord).
• Consumer — a natural person acting for purposes not related to a business activity.
• Dashboard — the User's personal section on the Platform, access to which is granted upon registration.
• Services — access to the functionality of the Platform: publication of a profile, services, goods, job vacancies and property listings, receipt of bookings and orders, a subscription under a Plan, the MEGA SEO promotion service, analytics, communication and other Dashboard services.
• Subscription — the right to use the Services under the selected Plan during the paid period.
• Plan — the list of Services, their limits and their price, published on the subscription page in the Dashboard.
• Content — any materials (texts, images, prices, descriptions, reviews, files) posted by the User on the Platform.
• Rules of Use — the Acceptable Use Rules and Sanctions Policy, which form an integral part of this Contract.
• End Client — a person who contacts a Business User through the Platform (books an appointment, places an order, makes a reservation, purchases).

The Company acts as a provider of intermediary services of the hosting type within the meaning of Regulation (EU) 2022/2065 on digital services (Digital Services Act) and does not carry out general monitoring of User Content. The Company does not initiate the transmission of information, does not select its recipient and does not modify the substance of the Content.

Voluntary checks, moderation, automated filters and other measures taken by the Company to comply with the law and the Rules of Use do not deprive the Company of its intermediary status and do not mean that the Company is aware of all Content or endorses it.

The Company's liability is limited to the proper provision of the Platform Services — that is, to providing access to the functionality in accordance with the selected Plan. The quality, legality, safety, completeness and timeliness of the goods, works and services of Business Users, the accuracy of their Content, their possession of licences and permits, as well as settlements with End Clients, remain the responsibility of the Business Users themselves.

The sale of goods in which the Company itself acts as the seller is governed by a separate Contract for the Sale of Goods.

Full and unconditional acceptance of the Offer is constituted by the User performing any of the following actions: registering on the Platform, logging in to the Dashboard, posting Content or paying for the Services. From the moment of acceptance, the Contract is deemed concluded in written form and has the same legal force as a contract signed by the parties.

By accepting, the User confirms that they: have read the Contract, the Plans, the Rules of Use and the Privacy Policy and agree to them; possess the requisite legal capacity and capacity to act; act in their own name or have due authority to act on behalf of a legal entity.

Persons under 18 years of age are not entitled to register as Business Users.

• The User creates an account by providing accurate information and keeps it up to date.
• The User is solely responsible for maintaining the confidentiality of their login credentials and for all actions performed under their account, including the actions of their employees and specialists to whom they have granted access.
• If unauthorised access is discovered, the User must immediately notify the Company at info@ua-pro.com.
• The Company is entitled to require a Business User to provide documents confirming their identity and their right to carry out the relevant activity (registration details, tax number, licences, permits, bank details), and to suspend the provision of the Services until they are provided. This requirement follows, in particular, from Article 30 of Regulation (EU) 2022/2065 concerning the traceability of traders on online marketplaces.
• The Company is entitled to disclose to End Clients the identification and contact details of a Business User to the extent necessary for the exercise of their rights.

• The current Tariffs, the scope of the Services and their prices are published on the subscription page in the Account and form an integral part of this Agreement.
• The price of the Services may be stated in euros (EUR) or in Ukrainian hryvnia (UAH). If payment is made in a currency other than the currency of the Tariff, the exchange rate as at the invoice date shall apply; bank and payment-system fees shall be borne by the User.
• Payment is made by cashless transfer through the payment service providers available for the User's country. The Company does not store full payment card data.
• A free trial period may be available for new Users; its duration and conditions are specified on the subscription page.
• The subscription is valid for the paid period. No automatic charging of funds is carried out — renewal takes place by the User independently paying for the next period. If automatic renewal is introduced in the future, it will be activated only upon the User's separate explicit consent, with the option to cancel it in the Account.
• In the event of non-payment, the Services are suspended upon expiry of the paid period; the Content shall nevertheless be retained for the period specified in Section 20.
• The Company is entitled to amend the Tariffs in accordance with the procedure set out in Section 19. Amendments do not apply to any period already paid for.

Prices are stated inclusive of the taxes that the Company is required to charge under the legislation of Ukraine. If the User is registered as a VAT payer in a Member State of the European Union and has provided a valid VAT number, taxation is applied under the reverse charge mechanism; in that case, the obligation to declare and pay VAT rests with the User.

The User is solely responsible for declaring and paying their own taxes, duties and mandatory charges connected with their activities on the Platform, as well as for fulfilling the obligations of a tax agent in respect of their employees and contractors.

The Company is entitled to provide the competent authorities with information on the income earned by Users through the Platform where such an obligation is imposed by law (including under the reporting rules for digital platform operators).

If the User is a Consumer located in the European Union, they have the right to withdraw from the contract within 14 days of its conclusion without giving any reason, by sending a notice to info@ua-pro.com (Directive 2011/83/EU).

By ordering a Service with immediate commencement of performance (activation of a Subscription, promotion, unlocking of functionality), the Consumer gives their express prior consent to the performance of the Service beginning before the expiry of the 14-day period and acknowledges that they lose the right of withdrawal once the Service has been fully performed. If, at the time of withdrawal, the Service has been performed in part, the Consumer shall pay a proportionate share of the price.

For Business Users, the right of withdrawal provided for by consumer protection legislation does not apply.

MEGA SEO is a paid technical profile promotion service: enhanced structured markup, priority submission of pages for indexing, optimisation for search engines and AI systems, premium profile presentation and other technical advantages specified on the service page. The service is activated for a fixed period.

Main ranking parameters (Article 5 of Regulation (EU) 2019/1150):

• relevance to the user's query: city, category, type of service or goods, language;
• completeness and quality of the profile: photographs, descriptions, prices, opening hours, availability of translations;
• actual activity: how up to date the data is, speed of response to enquiries, share of confirmed bookings and orders;
• ratings and reviews from real customers (the Company does not create or alter reviews);
• the status of a paid Subscription and an active promotion service — this affects display priority within the relevant result set, but does not override relevance and does not completely hide free profiles.
• Direct remuneration is not the sole ranking factor. Paid placements in advertising blocks are marked with a corresponding label.

The User undertakes to:

• provide accurate information about themselves, their goods, services, prices and terms, and keep it up to date;
• conduct their activities lawfully: hold all necessary registrations, licences, permits, certificates and insurance required in the country of their activity;
• respect consumer rights, including with regard to price information, the right of withdrawal, guarantees and the handling of complaints;
• perform their obligations towards End Customers: accept and honour bookings and orders, give notice of changes, and refund payments in the cases provided for by law;
• not infringe the rights of third parties — intellectual property, honour and business reputation, image rights, trade secrets;
• comply with data protection legislation with respect to the personal data of their customers and employees;
• comply with the Acceptable Use Policy;
• pay for the Services in a timely manner under the selected Plan.

The User represents that, at the time of acceptance and throughout the entire term of the Agreement, the above representations are accurate, and undertakes to notify the Company without delay of any circumstances that render them inaccurate.

Order and discipline in the use of the Platform are a condition of access, not a recommendation. The list of prohibited actions and Content, the obligations relating to licensed activities, the complaint-handling procedure and the full list of sanctions are set out in a separate document — the Acceptable Use Policy and Sanctions Policy, which forms an integral part of this Agreement and has the same binding force.

The Company cooperates with law enforcement and other competent authorities and complies with their lawful requests to provide information, restrict access to Content and block accounts.

The Company has the right to moderate Content, edit service fields, hide Content, reduce its visibility, remove Content, restrict individual features, and suspend or terminate access to the Account (blocking, "ban") in the event of a breach of the Agreement, the Acceptable Use Policy or the law.

Procedure for applying measures:

• Warning or removal of specific Content — for minor and first-time infringements;
• Restriction of features or reduction of visibility — for repeated infringements or failure to remedy identified deficiencies;
• Suspension of the Account — for gross or systematic infringements, as well as for the duration of the review of a substantiated complaint;
• Termination of the Agreement and blocking of access — for infringements bearing the hallmarks of an offence, for systematic abuse, or for failure to remedy the grounds for suspension.

The Company shall notify the User of the measure applied, stating the grounds, the scope of the restriction and the procedure for appeal (Article 17 of Regulation (EU) 2022/2065), except where notification is prohibited by law or would obstruct an investigation.

With respect to Business Users, in the event of termination of the provision of the Services, the Company shall give a statement of reasons at least 30 days in advance (Article 4 of Regulation (EU) 2019/1150). This period does not apply where: the Company is subject to a legal or regulatory obligation to terminate the services immediately; the User has repeatedly infringed the Acceptable Use Policy; or the infringement is connected with unlawful activity or poses a risk to other users.

The User has the right to appeal against the measure within 30 days by sending a reasoned request to abuse@ua-pro.com. The Company shall examine the complaint without undue delay, as a rule within 14 days, and shall notify the User of the outcome. If the complaint is well-founded, the measure is revoked and the Subscription is extended for the duration of the restriction.

Any person may report Content they consider illegal by sending a notice to abuse@ua-pro.com. For a notice to be actionable, it must contain: a link to the Content, a substantiated explanation of why the Content is illegal, the contact details of the notifier, and a statement confirming the good faith of the notice.

The Company processes notices in a timely, diligent, non-arbitrary and objective manner, informs the notifier of the decision taken and of the possibilities for redress (Articles 16 and 17 of Regulation (EU) 2022/2065). Notices submitted by trusted flaggers are processed with priority.

Single point of contact for users and competent authorities: legal@ua-pro.com. Languages of communication: Ukrainian and English.

The Company has the right to suspend, for a reasonable period, the processing of notices from persons who systematically submit manifestly unfounded complaints, and the provision of services to users who frequently provide manifestly illegal Content (Article 23 of Regulation (EU) 2022/2065).

The internal complaint-handling system for Business Users (Article 11 of Regulation (EU) 2019/1150) operates through the same address, abuse@ua-pro.com; complaints are registered, examined on an individual basis and do not entail any adverse consequences for the complainant.

The exclusive economic rights to the Platform, its software code, design, databases, structure, the Company's texts, trade marks and domain names belong to the Company. Their use without the Company's written consent is prohibited, including copying of the code, automated data collection (scraping), and the creation of derivative services based on the Platform's data.

By posting Content, the User confirms that they hold all rights to such Content and grants the Company a royalty-free, non-exclusive, worldwide licence to use the Content (reproduction, adaptation of the technical format, translation, public display) for the purposes of the operation, indexing and promotion of the Platform and of the User's own profile, including in search engines, social networks and the Platform's advertising materials.

The licence remains in effect for as long as the Content is posted and for a reasonable period after its removal, as necessary for the updating of search engine caches and backup copies. Claims concerning infringement of intellectual property rights shall be sent to legal@ua-pro.com.

Personal data is processed in accordance with Regulation (EU) 2016/679 (GDPR), the Law of Ukraine "On the Protection of Personal Data" and the Privacy Policy.

With regard to the data of End Customers that a Business User obtains through the Platform (bookings, orders, contact details, enquiry history), the parties act as follows: the Business User is the controller of such data in respect of its own activities, and the Company is the processor acting on the Business User's behalf within the scope of the Platform's functionality. With regard to the data of the User's own account and the operation of the Platform, the Company is the controller.

The Business User undertakes to have a legal basis for processing its customers' data, to inform them appropriately, not to use the contact details obtained for mailings without consent, and to ensure that their rights can be exercised. The Company processes data on the documented instructions of the Business User, ensures confidentiality, implements technical and organisational security measures, and assists in fulfilling data subjects' requests.

Data may be transferred to Ukraine and to other countries where the Company's servers or suppliers are located; such transfers are carried out on the basis of standard contractual clauses or other mechanisms provided for in Chapter V of the GDPR. Requests concerning personal data: privacy@ua-pro.com.

The Services are provided on an "as is" and "as available" basis. The Company takes reasonable measures to ensure the uninterrupted operation of the Platform, but does not guarantee its absolute continuity, the absence of errors, compatibility with all of the User's equipment, or the preservation of third-party service settings.

The Company is not liable for: the acts and omissions of Users and End Customers; the content, accuracy and lawfulness of Users' Content; the quality of Business Users' goods, works and services; non-performance of agreements between Users; loss of profit, missed enquiries, decline in search engine rankings, the actions of Google, Bing and other third parties; failures of communication networks, hosting, payment systems and delivery services; or loss of data caused by the User's own actions.

The Company's aggregate liability for all claims arising out of this Agreement is limited to the amount actually paid by the User for the Services during the 12 months preceding the event giving rise to the claim, or, where the Services were provided free of charge, to EUR 100 (one hundred euros). The Company is not liable for indirect, incidental or punitive damages or loss of profit.

The User undertakes to compensate the Company for documented losses, fines, court costs and legal assistance expenses arising from: the User's breach of this Agreement or the Terms of Use; the inaccuracy of the User's representations; third-party claims relating to the User's Content, its goods or services, or infringement of intellectual property rights; or demands of state authorities caused by the User's activities.

The Company shall promptly notify the User of the relevant claim and provide the User with the opportunity to participate in its settlement. The Company has the right to withhold the amount of compensation from the funds payable to the User.

The User represents and warrants that neither the User, nor the User's beneficial owners or officers, are subject to sanctions imposed by Ukraine, the European Union, the United States of America, the United Kingdom or the UN Security Council, and that they do not act on behalf of, or in the interests of, any such persons.

The Platform is not provided for activities that violate sanctions and export restrictions, or for transactions connected with territories subject to comprehensive sanctions regimes. The Company is entitled to terminate access immediately upon discovery of such circumstances, without refunding any amounts paid.

The User undertakes to comply with anti-money laundering legislation and not to use the Platform for the laundering of proceeds of crime or for the financing of terrorism.

The parties shall be released from liability for partial or complete failure to perform their obligations where such failure results from force majeure: military operations, armed aggression, martial law or a state of emergency, acts of terrorism, large-scale cyberattacks, natural disasters, epidemics, decisions of public authorities, prolonged power outages, or failures of backbone communication networks and cloud providers.

The party affected by such circumstances shall notify the other party within a reasonable time. If the force majeure continues for more than 60 days, either party is entitled to terminate the Agreement without compensation for damages.

The Company is entitled to amend this Agreement, the Terms of Use and the Tariffs. The new version shall be published on this page, indicating the version number and the date of entry into force.

The Company shall notify Business Users of changes affecting them at least 15 days before such changes enter into force — via the Account and/or by e-mail (Article 3 of Regulation (EU) 2019/1150). For more complex changes requiring technical or organisational adaptation, the notice period may be longer.

The prior notice period shall not apply where the changes are required by a legal or regulatory obligation, or are necessary to address a security threat or to counter fraud. Before the changes enter into force, the User is entitled to terminate the Agreement by notifying the Company; continued use of the Services after the changes enter into force constitutes acceptance of the changes.

• The Agreement takes effect upon acceptance and remains in force until terminated by either party.
• The User may terminate the Agreement at any time by ceasing to use the Services and/or deleting the account in the Account dashboard. Amounts paid for a paid period that is already being provided are non-refundable, except in the cases provided for in Section 7 and by applicable law.
• The Company may terminate the Agreement in accordance with the procedure set out in Section 11, and also for any reason by giving the Business User at least 30 days' prior notice.
• Upon termination of the Agreement, access to the Account is closed and the User's public pages are unpublished. Data is retained for 90 days (unless a longer period is required by law or needed for the resolution of a dispute), during which the User may request a copy of their data; thereafter the data is deleted or anonymised.
• The provisions of Sections 13, 15, 16, 17, 21 and 22 shall survive termination of the Agreement.

This Agreement shall be governed by the substantive law of Ukraine, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

The parties shall resolve disputes through negotiations. A complaint shall be considered within 30 days of its receipt. Disputes with Business Users that are not settled through negotiations shall be referred to the courts of Ukraine at the Company's registered office.

For Business Users, the Company is prepared to engage in good faith in mediation with independent mediators (Article 12 of Regulation (EU) 2019/1150); requests shall be sent to legal@ua-pro.com. Consumers from the European Union may apply to national out-of-court dispute resolution bodies.

The original text of the Agreement is drawn up in Ukrainian. Translations into other languages are provided for the convenience of Users. In the event of any discrepancy between the Ukrainian text and a translation, the Ukrainian text shall prevail, except where the mandatory provisions of the country of the Consumer's residence require otherwise.

• If any provision of the Agreement is held to be invalid, the remaining provisions shall remain in full force and effect, and the invalid provision shall be applied to the maximum extent permitted.
• The User may not assign their rights and obligations under the Agreement to third parties without the Company's written consent. The Company may assign its rights and obligations to a successor in the event of a reorganisation or transfer of the business, upon notifying the User.
• Legally significant notices shall be sent by e-mail to the addresses specified in the Account, or published in the Account, and shall be deemed received on the next business day.
• The Agreement, together with the Tariffs, the Terms of Use and the Privacy Policy, constitutes the entire agreement of the parties with respect to the subject matter of the Agreement.
• The Company's failure to exercise any right shall not constitute a waiver of that right.