PUBLIC OFFER AGREEMENT
OF LIMITED LIABILITY COMPANY “TANDOTRO HOLDING”

CONTRACTOR’S DETAILS:

LLC “Tandotro Holding”
EDRPOU: 45774562
Address: P.O. Box 83947, 01012, Kyiv City, Ukraine
Contacts: +380442475557, contract@360group.biz
Bank Account: _______
(hereinafter referred to as the “Contractor”)

1. PREAMBLE
1.1. This Agreement constitutes a public offer (proposal) by the Contractor for the provision of management and administration services for the companies within the 360 Group of Companies (hereinafter referred to as the “Services”).
1.2. The acceptance of this offer shall be deemed to occur upon full payment for the Services by the Customer.

2. SUBJECT OF THE AGREEMENT
2.1. The Contractor undertakes to provide the Customer with Services, including but not limited to, the establishment of a new legal entity/re-registration of an existing legal entity, business process management, strategic planning, activity coordination, and other corporate management services.
2.2. The specific scope of Services shall be determined in the Additional Terms of the Agreement.
2.3. The Services shall be provided in Ukraine and/or other countries where the 360 Group of Companies operates.

3. GENERAL PROVISIONS
3.1. This offer is governed by the Law of Ukraine “On Business Entities”and the Civil Code of Ukraine.
3.2. The Customer may be any legal entity or individual that accepts this offer.
3.3. The Contractor may amend the terms of this Agreement by publishing a revised version on its official website.

4. CONTRACTOR’S RIGHTS
4.1. The Contractor has the right to:
4.1.1. Request the Customer to provide documents necessary for the performance of the Services.
4.1.2. Suspend the provision of Services in case of payment delays.
4.1.3. Engage subcontractors for specific tasks.
4.1.4. Terminate the Agreement in case of a breach of its terms without prior written consent of the Customer.
4.1.5. Request additional documents from the Customer.
4.1.6. Impose a penalty on the Customer (in accordance with Clause 9.3, Clause 10.1 of this Agreement, and *Additional Terms of the Agreement).

5. CONTRACTOR’S OBLIGATIONS
5.1. The Contractor shall:
5.1.1. Provide Services in compliance with applicable legislation.
5.1.2. Maintain confidentiality of information received from the Customer.
5.1.3. Provide annual reports on the performed work (or as per *Additional Terms of the Agreement).
5.1.4. Provide the Customer with a **Personal Manager free of charge.

6. CUSTOMER’S RIGHTS
6.1. The Customer has the right to:
6.1.1. Request corrections of deficiencies in the provided Services.
6.1.2. Receive up-to-date information on the status of managed companies (as per *Additional Terms of the Agreement).

7. CUSTOMER’S OBLIGATIONS
7.1. The Customer shall:
7.1.1. Timely pay for the Services.
7.1.2. Cover all costs associated with the registration of a new legal entity or re-registration of an existing one, as well as any other costs required by the legislation of Ukraine.
7.1.3. Provide access to necessary resources and documents.
7.1.4. Inform the Contractor of any changes in contact details.

8. SERVICE PROVISION PROCEDURE
8.1. The Services shall be provided in accordance with the *Additional Terms of the Agreement, as agreed upon by the Parties.
8.2. The Contractor shall provide the Customer with a work plan within 35 business days from the date of acceptance.
8.3. The Customer may propose amendments to the work plan, subject to the Contractor’s approval.

9. PAYMENT TERMS
9.1. The cost of Services shall be specified in the *Additional Terms of the Agreement.
9.2. Payments shall be made via bank transfer to the Contractor’s account.
9.3. A late payment penalty of 7% of the Service Cost for every two (2) days of delay shall be applied.

10. LIABILITY OF THE PARTIES
10.1. For a breach of the Agreement (including *Additional Terms of the Agreement), the Customer shall pay a penalty of 5% of the Service Cost.
10.2. The Parties shall be exempt from liability for breaches caused by force majeure.

11. CONFIDENTIALITY
11.1. The Parties shall maintain the confidentiality of commercial information.
11.2. Disclosure of information is permitted only with the prior written consent of the other Party (or as per *Additional Terms of the Agreement).

12. FORCE MAJEURE
12.1. The Parties shall not be liable for failure to fulfill obligations due to force majeure events.
12.2. The Customer must notify the Contractor of a force majeure event within three (3) calendar days.
12.3. The Contractor must notify the Customer of a force majeure event within fourteen (14) business days.

13. DISPUTE RESOLUTION
13.1. Disputes shall be resolved through negotiations.
13.2. If no agreement is reached, disputes shall be referred to the court at the Contractor’s registered location.

14. TERM OF THE AGREEMENT
14.1. This Agreement becomes effective upon acceptance and remains valid until full performance of obligations.
14.2. The Agreement may be automatically renewed upon mutual consent of the Parties.

15. AMENDMENT AND TERMINATION
15.1. The Contractor may terminate the Agreement without prior notice to the Customer.
15.2. The Customer may terminate the Agreement by providing 120 days’ notice.

16. SERVICE QUALITY GUARANTEES
16.1. The Contractor guarantees that the Services will be provided in accordance with industry standards.
16.2. The Customer has the right to request a quality assessment of the Services.

17. INTELLECTUAL PROPERTY
17.1. The rights to materials created during the provision of Services and after termination of the Agreement belong to the Contractor (or as per *Additional Terms of the Agreement).
17.2. The use of the Contractor’s logos requires prior consent.

18. ASSIGNMENT OF RIGHTS
18.1. The assignment of rights under this Agreement is prohibited without the Contractor’s prior written consent.
18.2. The Contractor may engage subcontractors.

19. TAXES
19.1. Each Party shall independently pay taxes as required by the laws of Ukraine or other jurisdictions where the 360 Group of Companies provides Services (in accordance with Clause 7.1.2 of this Agreement).




20. FINAL PROVISIONS
20.1. This Agreement is drawn up in Ukrainian (or another language depending on the country of service provision) in two copies.
20.2. All Additional Terms of the Agreement form an integral part of this Agreement.

21. AMENDMENT PROCEDURE
21.1. Any amendments to this Agreement shall be valid only in writing.

22. NOTIFICATIONS
22.1. All notifications shall be sent via email (with an electronic signature of the Parties), through a Personal Manager, or to the registered address of either Party.

23. WAIVER OF RIGHTS
23.1. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of its rights.

24. OTHER TERMS
24.1. The Parties acknowledge that all terms of this Agreement are fair and reasonable.






*additional terms of the Agreement – ​​Terms of the Agreement that may be added during negotiations on the execution of the Agreement between the Parties.
**Personal Manager – The Contractor provides a personal manager who will further assist in conducting activities and other issues (in accordancewith *Additional Terms of the Agreement.)