Public Contract (Offer) for the Provision of UA Pro Platform Services

This Public Agreement (hereinafter — the Agreement, the Offer) is an official offer of the LIMITED LIABILITY COMPANY «ЮА-Про Індастрі» (ЄДРПОУ code 45846914), represented by Director Сінельнікова Олена Костянтинівна, acting on the basis of the Charter (hereinafter — the Company, the Provider), to conclude an agreement for the provision of UA Pro platform services on the terms set out below.

The Offer is addressed to any legally capable natural person, sole proprietor, or legal entity — regardless of country of registration or residence — except for persons whose use of the Platform is restricted under Section 17 of this Agreement.

Terms used in the Agreement:

• Platform — the website ua-pro.com, its subdomains, mobile and embedded interfaces, and the set of software and hardware tools that enable the service's operation.
• User — any person who has accessed the Platform.
• Business User — a User acting for purposes related to their trade, business, craft, or professional activity (service provider, establishment, seller, employer, lessor).
• Consumer — a natural person acting for purposes unrelated to business activity.
• Account — a User's personal section on the Platform, access to which is granted upon registration.
• Services — access to the Platform's functionality: posting a profile, services, goods, vacancies and listings, accepting bookings and orders, a subscription under a Plan, the MEGA SEO promotion service, analytics, communication, and other Account services.
• Subscription — the right to use the Services under the selected Plan during the paid period.
• Plan — the list of Services, limits, and their cost, published on the subscription page in the Account.
• Content — any materials (texts, images, prices, descriptions, reviews, files) posted by a User on the Platform.
• Rules of Use — the Acceptable Use Policy and Sanctions Policy, which forms an integral part of this Agreement.
• End Client — a person who contacts a Business User through the Platform (books, orders, reserves, buys).

The Company acts as a provider of hosting-type intermediary services within the meaning of Regulation (EU) 2022/2065 on a Single Market For 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 content of the Content.

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

The Company's liability is limited to the proper provision of Platform Services — that is, the provision of access to functionality in accordance with the selected Plan. The quality, legality, safety, completeness, and timeliness of goods, works, and services provided by Business Users, the accuracy of their Content, the availability of their licenses and permits, and settlements with End Clients fall within the responsibility of the Business Users themselves.

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

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

By performing the acceptance, the User confirms that they: have read the Agreement, the Plans, the Rules of Use, and the Privacy Policy and agree with them; possess the necessary legal capacity; act on their own behalf or have the proper authority to act on behalf of a legal entity.

Persons under the age of 18 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 keeping their login credentials confidential and for all actions performed under their account, including actions by their employees and specialists to whom they have granted access.
• If unauthorized access is discovered, the User must promptly notify the Company at info@ua-pro.com.
• The Company has the right to require the Business User to provide documents confirming their identity and their right to carry out the relevant activity (registration data, tax number, licenses, permits, bank details), and to suspend the provision of Services until such documents are provided. This requirement follows, in particular, from Article 30 of Regulation (EU) 2022/2065 regarding the traceability of traders on online platforms.
• The Company has the right to disclose to End Clients the identification and contact details of the Business User to the extent necessary for the exercise of their rights.

Paid Platform Services (the Plan Subscription, additional Account modules, MEGA SEO promotion, UA Pro ERP subscription) are provided by individual entrepreneur Sinelnikov Oleksandr Viktorovych (taxpayer identification number 3022620858) under a separate Public Contract for the Provision of Paid Services. Payment for such Services is made to this Provider's account via an invoice generated in the Account.

• Current Plans, the scope of Services and their cost are published on the subscription page in the Account and form an integral part of this Agreement.
• The cost of Services may be stated in euro (EUR) or hryvnia (UAH). If payment is made in a currency other than the Plan's currency, the exchange rate as of the invoice date applies; bank and payment system fees are paid by the User.
• Payment is made by bank transfer using an invoice generated in the Account (with an NBU QR code for hryvnia or SEPA details for euro). The Company does not collect or store payment card data.
• A free trial period may be available for new Users; its duration and terms are specified on the subscription page.
• The subscription is valid for the paid period. Funds are not debited automatically — renewal occurs through independent payment for the next period. If automatic renewal is introduced in the future, it will be activated only with the User's separate explicit consent, with the ability to cancel it in the Account.
• In the event of non-payment, Services are suspended upon expiry of the paid period; Content is nevertheless retained for the period specified in Section 20.
• The Company has the right to change the Plans in accordance with Section 19. Changes do not apply to an already paid period.

The Provider of paid Services is a single tax payer and is not a VAT payer; prices for paid Services are stated exclusive of VAT. If, in the future, the Services are provided by a VAT payer and the User is registered as a VAT payer in a European Union member state with a valid VAT number, taxation will be carried out under the reverse charge rule.

The User is solely responsible for declaring and paying their own taxes, duties and mandatory payments related to their activity on the Platform, as well as for fulfilling the duties of a tax agent with regard to their employees and contractors.

The Company has the right to provide competent authorities with information on Users' income received through the Platform where such an obligation is provided for by law (including the reporting rules for digital platform operators).

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

By ordering a Service with immediate commencement of provision (activation of a Subscription, promotion, unlocking of functionality), the Consumer gives explicit prior consent to the commencement of the provision of the Service before the expiry of the 14-day period and confirms that they lose the right of withdrawal once the Service has been fully provided. If, at the time of withdrawal, the Service has been provided in part, the Consumer shall pay the proportionate part of the cost.

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

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

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

• relevance of the user's query: city, category, type of service or product, language;
• completeness and quality of the profile: photographs, descriptions, prices, schedule, availability of translations;
• actual activity: timeliness of data, speed of response to inquiries, share of confirmed bookings and orders;
• ratings and reviews of real customers (the Company does not create or alter reviews);
• status of a paid Subscription and an active promotion service — affects the priority of display within the relevant selection, but does not replace relevance and does not completely hide free-of-charge profiles.
• Direct remuneration is not the sole ranking factor. Paid positions in advertising blocks are marked with an appropriate label.

The User undertakes to:

• provide accurate information about itself, its goods, services, prices and conditions, and keep such information up to date;
• conduct its activity lawfully: hold all registrations, licences, permits, certificates and insurance required in the country where it operates;
• comply with consumer rights, including with regard to informing about price, the right of withdrawal, warranties and the handling of complaints;
• fulfil its obligations to End Clients: accept and service bookings and orders, give notice of changes, and provide refunds in the cases provided for by law;
• not infringe the rights of third parties — intellectual property rights, honour and business reputation, image rights, trade secrets;
• comply with personal data protection legislation in respect of the data of its clients and employees;
• comply with the Acceptable Use Policy;
• pay for the Services under the selected Tariff in a timely manner.

The User represents that, as of the moment of acceptance and throughout the term of the Agreement, the representations set out above are accurate, and undertakes to promptly notify the Company of any circumstances rendering them inaccurate.

Order and discipline in the use of the Platform is a condition of access, not a mere wish. The list of prohibited actions and Content, obligations regarding licensed activities, the procedure for handling complaints, 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, edit service fields, hide, lower the visibility of, or remove Content, restrict individual functions, 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-detected breaches;
• Restriction of functions or reduction of visibility — for repeated breaches or failure to remedy identified deficiencies;
• Suspension of the Account — for gross or systematic breaches, as well as during the review of a substantiated complaint;
• Termination of the Agreement and blocking of access — for breaches 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 impede an investigation.

With respect to Business Users, in the event of termination of the provision of Services, the Company shall send a reasoned notice no later than 30 days in advance (Article 4 of Regulation (EU) 2019/1150). This period shall not apply where: the Company has a legal or regulatory obligation to terminate the services immediately; the User has repeatedly breached the Acceptable Use Policy; or the breach is connected with unlawful activity or creates a risk to other users.

The User has the right to appeal the measure within 30 days by sending a reasoned request to abuse@ua-pro.com. The Company shall review the complaint without undue delay, as a rule within 14 days, and shall notify the outcome. If the complaint is well-founded, the measure shall be cancelled and the Subscription 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 considered, it must contain: a link to the Content, a reasoned explanation of why the Content is illegal, the notifying party's contact details, and a confirmation of the good faith of the notice.

The Company shall review notices in a timely, objective and non-arbitrary manner, shall inform the notifying party of the decision taken and of the possibility of appealing it (Articles 16 and 17 of Regulation (EU) 2022/2065). Notices from trusted flaggers shall be given priority review.

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 handling of notices from persons who systematically submit manifestly unfounded complaints, and the servicing of users who frequently post 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 at the same address, abuse@ua-pro.com; complaints are registered, reviewed individually, and shall not entail any adverse consequences for the complainant.

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

By posting Content, the User confirms that it holds all rights to such Content and grants the Company a free of charge, non-exclusive license, valid worldwide, to use the Content (reproduction, adaptation of technical format, translation, public display) for the purpose of the functioning, 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 license remains in effect for as long as the Content is posted and for a reasonable period after its removal, as necessary to update search engine caches and backup copies. Claims regarding infringement of intellectual property rights shall be sent to legal@ua-pro.com.

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

With regard to the data of End Clients that the Business User receives through the Platform (bookings, orders, contacts, inquiry history), the parties act as follows: the Business User is the controller of such data in respect of its own activity, and the Company is the processor, acting on its instructions 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 controller is the Company.

The Business User undertakes to have a lawful basis for processing its clients' data, to inform them appropriately, not to use the contacts obtained for mailings without consent, and to ensure the exercise of their rights. The Company processes data on the documented instructions of the Business User, ensures confidentiality, implements technical and organizational security measures, and assists in fulfilling data subject requests.

Data may be transferred to Ukraine and other countries where the Company's servers or providers 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 shall not be liable for: the acts and omissions of Users and End Clients; the content, accuracy and legality of Users' Content; the quality of goods, works and services of Business Users; the non-performance of agreements between Users; lost profit, missed inquiries, a decline in search engine rankings, 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 actions of the User itself.

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 over the 12 months preceding the event giving rise to the claim, or, if the Services were provided free of charge, EUR 100 (one hundred euros). The Company shall not be liable for indirect, incidental, punitive damages or lost profit.

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

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

The User represents and warrants that neither they, nor their beneficial owners, nor their 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 do not act in the interests of such persons.

The Platform is not provided for activities that violate sanctions and export control restrictions, nor for transactions involving territories subject to comprehensive sanctions regimes. The Company has the right to immediately terminate access upon discovery of such circumstances, without refunding amounts paid.

The User undertakes to comply with anti-money laundering legislation and not to use the Platform for the legalization of proceeds obtained through criminal means or for the financing of terrorism.

The Parties shall be released from liability for partial or complete non-performance of obligations if it results from force majeure: military action, 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 has the right to terminate the Agreement without compensation for damages.

The Company has the right to amend this Agreement, the Terms of Use, and the Tariffs. The new version is published on this page indicating the revision number and the effective date.

The Company shall notify Business Users of changes affecting them no less than 15 days before they take effect — via the Account and/or by e-mail (Article 3 of Regulation (EU) 2019/1150). For more complex changes requiring technical or organizational adaptation, the notice period may be longer.

The advance notice period shall not apply where the changes are required by a legal or regulatory obligation, by the need to address a security threat, or to counter fraud. The User has the right to terminate the Agreement before the changes take effect by notifying the Company; continued use of the Services after the changes take effect constitutes acceptance of the changes.

• The Agreement is effective from the moment of acceptance until terminated by either Party.
• The User may terminate the Agreement at any time by discontinuing use of the Services and/or deleting their account in the Account area. Funds paid for an already-provided period are non-refundable, except as provided for in Section 7 and by law.
• The Company may terminate the Agreement in accordance with Section 11, as well as for any reason, by giving the Business User no less than 30 days' notice.
• After termination of the Agreement, access to the Account is closed, and the User's public pages are removed from publication. Data is retained for 90 days (unless a longer period is required by law or necessary to resolve a dispute), during which the User may request a copy of their data; thereafter, the data is deleted or anonymized.
• The provisions of Sections 13, 15, 16, 17, 21, and 22 shall remain in effect after 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 claim shall be considered within 30 days of its receipt. Disputes with Business Users that are not resolved through negotiations shall be subject to the jurisdiction of the courts of Ukraine at the Company's place of location.

For Business Users, the Company is prepared to participate in good faith in mediation with independent mediators (Article 12 of Regulation (EU) 2019/1150); requests should 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 discrepancies between the Ukrainian text and a translation, the Ukrainian text shall prevail, except where the mandatory provisions of the law of the Consumer's country of residence require otherwise.

• If any provision of the Agreement is found to be invalid, the remaining provisions shall remain in effect, and the invalid provision shall apply to the maximum extent permitted.
• The User has no right to transfer their rights and obligations under the Agreement to third parties without the Company's written consent. The Company has the right to transfer its rights and obligations to a successor in the event of reorganization or transfer of business, by notifying the User.
• Legally significant notices shall be sent by e-mail to the addresses specified in the Dashboard, or published in the Dashboard, and shall be deemed received on the following business day.
• The Agreement, together with the Pricing Plans, the Terms of Use and the Privacy Policy, constitutes the entire agreement of the parties regarding the subject matter of the Agreement.
• The Company's failure to exercise any right shall not constitute a waiver thereof.