PUBLIC OFFER

This document constitutes an official public proposal (public offer) of “C7 CYBERSECURITY” LLC, a resident of the Technological Park of Software Products and Information Technologies “IT Park” of the Republic of Uzbekistan (hereinafter — the “Contractor”), addressed to an indefinite number of legally capable individuals (hereinafter — the “User”). The User purchases the Service for its own purposes — for the establishment (state registration) or re-registration of a limited liability company in which the User is or intends to become a founder (participant) and (or) director, including for purposes related to entrepreneurial activity.

This offer (hereinafter — the “Offer”) is placed (published) on the Internet on the website ustav.uz (hereinafter — the “Website”) and, in accordance with Articles 367 and 369 of the Civil Code of the Republic of Uzbekistan, is recognized as a public offer containing all the essential terms of a contract for the provision of services for consideration.

Please read the text of this Offer carefully. By performing Acceptance in the manner provided for in Section 3 of this Offer, the User confirms that it fully and unconditionally accepts all of its terms, as well as the terms of the documents to which this Offer refers (the Privacy Policy and other documents posted on the Website).

Important notice. The Contractor’s services are of an informational and reference (technical) nature. The Contractor does not render legal services, does not engage in advocacy activity and does not provide legal advice. The document (charter) generated on the Website does not constitute legal advice; it is recommended that the User verify it independently and (or) have it verified by a qualified lawyer before its use, signing or submission to state authorities.

1. Terms and definitions

1.1. The following terms and definitions are used in this Offer:

the Ustav.uz platform (the “Platform”) — a hardware and software complex (online builder) hosted on the Website ustav.uz that allows the User to generate, in automated mode, a draft charter of a limited liability company (Uzbek — masʼuliyati cheklangan jamiyat, MChJ) on the basis of the data entered by the User and the parameters selected by the User.

the Contractor — “C7 CYBERSECURITY” LLC, the details of which are specified in Section 14 of this Offer, which provides access to the Platform and renders the Services.

the User — a legally capable individual who has accepted this Offer and purchases the Service for its own purposes specified in Section 2 (the establishment or re-registration of the User’s own limited liability company), including for purposes related to entrepreneurial activity.

the Parties — the Contractor and the User when referred to jointly.

the Service — the provision to the User, for a fee, of access to the functionality of the Platform for the automated generation of an electronic document (the charter of a limited liability company (MChJ)) in PDF format in accordance with the Charter option and the Document language selected by the User, with the subsequent possibility of downloading it.

the Document (the Result) — an electronic document (a draft charter of an MChJ) in PDF format generated by the Platform at the individual request of the User on the basis of the data entered by the User.

the Charter option — one of the charter templates (packages) offered on the Website, which differ in the scope and content of their provisions.

the Document language — the language of the Document to be generated, selected by the User: Uzbek, Uzbek-Russian (bilingual) or Uzbek-English (bilingual).

the Website — the aggregate of web pages posted on the Internet at ustav.uz and united by a single domain name.

Acceptance — the full and unconditional acceptance by the User of the terms of this Offer in the manner provided for in Section 3.

the Payment Aggregator — the payment system operator / payment service provider ensuring the receipt and transfer of the User’s payments to the Contractor.

the Privacy Policy — the document posted on the Website that determines the procedure for the processing and protection of Users’ personal data.

the Terms of Use — the document posted on the Website that determines the general rules for using the Website and the Platform.

electronic transaction — a transaction concluded using information systems in the manner established by the Law of the Republic of Uzbekistan of 29 September 2022 No. ZRU-792 “On Electronic Commerce”.

1.2. Terms not defined in this Section shall be interpreted in accordance with the legislation of the Republic of Uzbekistan and, in the absence of such a definition, in accordance with their ordinary meaning.

2. Subject matter of the Offer

2.1. The Contractor undertakes to render to the User the Service of providing access to the functionality of the Platform ensuring the automated generation of an electronic document (the charter of an MChJ) at the individual request of the User, and the User undertakes to accept and pay for the Service on the terms of this Offer.

2.2. The Service is rendered in electronic form remotely, without personal contact between the Parties, using the Internet and the Website, in accordance with Article 703 of the Civil Code of the Republic of Uzbekistan (provision of services for consideration) and the Law of the Republic of Uzbekistan “On Electronic Commerce”.

2.3. The content of the Service is a technical (informational and reference) result — the generation of an electronic document on the basis of the data entered by the User and the parameters selected by the User. Verification of whether the data entered by the User correspond to the User’s actual intentions, to the requirements of legislation and to the purposes of incorporation is not included in the subject matter of the Service.

2.4. The Contractor does not render legal services and does not provide legal advice. The generated Document does not constitute legal advice, a legal opinion or a guarantee of lawfulness; it is recommended that it be verified independently by the User and (or) by a qualified lawyer before its use.

2.5. The Contractor has the right to engage third parties (payment aggregators, hosting providers, cloud service providers) in rendering the Service, while remaining liable to the User within the limits established by this Offer and by legislation.

2.6. Relationship between the documents. This Offer determines the conditions for rendering the paid Service. The general rules for using the Website and the Platform are determined by the Terms of Use, and the processing of personal data — by the Privacy Policy. As regards the conditions for rendering the paid Service, the provisions of this Offer shall prevail.

3. Procedure for concluding the contract (Acceptance of the Offer)

3.1. The contract between the Contractor and the User is concluded through the User’s Acceptance of this Offer. Acceptance must be full and unconditional (Article 370 of the Civil Code of the Republic of Uzbekistan).

3.2. Acceptance of this Offer shall mean the following combination of the User’s actions:

3.2.1. the User ticking the box (the “checkmark”) in a special field on the Website confirming agreement with the terms of this Offer, of the Privacy Policy and of the Terms of Use; and

3.2.2. clicking the “Pay” button and paying for the Service in full in the manner provided for in Section 4 of this Offer.

The fact and the moment of Acceptance are recorded by the software of the Platform (the order identifier, the date and time and, where technically possible, the User’s IP address).

3.3. The performance of the actions specified in clause 3.2 evidences that the User has reviewed the terms of the Offer, understood them and accepted them in full.

3.4. The contract is deemed concluded from the moment the Contractor receives the User’s Acceptance (the performance of the actions specified in clause 3.2), in accordance with Articles 367 and 370 of the Civil Code of the Republic of Uzbekistan.

3.5. The contract is concluded in electronic form and is equated to a contract concluded in written form in accordance with the legislation of the Republic of Uzbekistan on electronic commerce and on electronic document management.

3.6. By performing Acceptance, the User confirms that the User is of full age and a fully legally capable individual and purchases the Service for its own purposes in accordance with Section 2 of this Offer.

3.7. The User has the right to withdraw the Acceptance before the contract is concluded. A notice of withdrawal of the Acceptance received by the Contractor before the Acceptance or simultaneously with it means that the Acceptance has not been received and the contract has not been concluded (Article 371 of the Civil Code of the Republic of Uzbekistan). After the User has been provided with the technical possibility to download the Document, withdrawal of the Acceptance is not permitted; the relations of the Parties are governed by Section 8 of this Offer.

4. Cost of the Service and payment procedure

4.1. The cost of the Service (the tariff) is determined by the Charter option and the Document language selected by the User and is indicated on the Website at the time the order is placed. It is precisely the cost of the selected Service displayed on the Website that constitutes the price of the Offer in respect of that Service. The indicative range of tariffs is from 200 000 to 550 000 soums and is given for reference. The current cost is displayed on the Website before payment is made.

4.2. Payment for the Service is made as a single (one-time) payment for each Document generated. The cost of the Service is indicated in the national currency of the Republic of Uzbekistan — soums.

4.3. Payment is made by cashless settlement through the Payment Aggregator integrated with the Website. The payment procedure, the fees applied and the crediting periods are determined by the rules of the relevant Payment Aggregator and (or) of the servicing bank.

4.4. The User’s payment obligation is deemed performed from the moment the funds are credited to the Contractor’s settlement account or from the moment the Contractor receives confirmation from the Payment Aggregator of the successful completion of the payment, whichever occurs earlier.

4.5. The Contractor has the right to change the tariffs unilaterally. A change of tariffs does not apply to Services paid for by the User before the changes come into force.

4.6. The document confirming payment is the electronic receipt of the virtual cash register sent to the User to the e-mail address and (or) the subscriber number indicated by the User in the manner provided for by the legislation on the use of cash register equipment and on online fiscalization.

5. Procedure for rendering the Service and receiving the Document

5.1. To receive the Service, the User independently: (a) fills in the form offered on the Website by entering the required data; (b) selects the Charter option; (c) selects the Document language (Uzbek, Uzbek-Russian or Uzbek-English); (d) performs Acceptance and payment in the manner set out in Sections 3 and 4.

5.2. After payment is confirmed, the Platform automatically generates the electronic Document (the charter of an MChJ) in PDF format on the basis of the data entered by the User and the parameters selected.

5.3. The generated Document is made available to the User for downloading through the Website. The method and procedure for providing the Document are indicated on the Website.

5.4. The Service is deemed to have been rendered properly and in full from the moment the User is provided with the technical possibility to download the generated Document (including by generating a download link), irrespective of whether the User has actually made use of such possibility.

5.5. The Parties acknowledge that, owing to the technical nature of the Service and its rendering in automated mode, the drawing up of a separate bilateral act of services rendered is not required. The fact of generating and providing the Document is recorded by the software of the Platform; such data constitute proper evidence that the Service has been rendered.

5.6. The User must check the generated Document immediately after receiving it. Claims regarding the technical quality of generation (for example, inability to open the file, non-compliance with the selected option or language) shall be submitted in the manner set out in Section 8.

5.7. The Contractor does not store the generated Documents as files. The order data entered by the User are retained for 48 (forty-eight) hours from the moment of payment — during this period the User may download the Document again, including in the event of a technical failure during the initial download. Repeated downloading is carried out via the link provided to the User after payment. Upon expiry of the said period, the order data are deleted and repeated downloading becomes impossible. The User is advised to save the Document received and the said link immediately after downloading.

5.8. Documents and information confirming the conclusion and performance of the contract (the record of Acceptance, confirmation of payment, the electronic receipt) are stored by the Contractor for the period established by legislation for similar documents, but for no less than five years. The said period is not linked to the 48-hour period of availability of repeated downloading of the Document provided for in clause 5.7.

5.9. Within 48 (forty-eight) hours from the moment of payment, the User is provided with the possibility to correct the order data entered by the User free of charge, but no more than 2 (two) times. The correction is carried out via the link provided to the User after payment. After the corrected data are saved, the Document is generated anew and made available to the User for downloading without any additional charge. The said period runs concurrently with the period provided for in clause 5.7, and upon its expiry the possibility of correction ceases.

5.10. The company name, the selected Charter option and the Document language may not be changed in the course of a correction. A change of the said details means the generation of a Document for a different organization or under a different tariff and is processed as a separate order.

5.11. The possibility of correction provided for in clauses 5.9 and 5.10 is granted in addition to the User’s rights established by Section 8 and does not in itself constitute a ground for a refund of the amounts paid.

6. Rights and obligations of the Parties

6.1. The Contractor shall:

6.1.1. provide the User with access to the functionality of the Platform and, after payment, generate and provide the Document in accordance with the option and language selected by the User;

6.1.2. maintain the operability of the Platform and, in the event of technical failures, take reasonable measures to eliminate them;

6.1.3. process the User’s personal data in accordance with the legislation of the Republic of Uzbekistan and with the Privacy Policy.

6.2. The Contractor has the right to:

6.2.1. engage third parties to render the Service (clause 2.5);

6.2.2. unilaterally change the functionality of the Platform, the list of Charter options, the tariffs and the terms of this Offer in the manner set out in Section 13;

6.2.3. suspend the operation of the Platform for technical (preventive) works;

6.2.4. refuse to render the Service or suspend it upon detecting signs of unfair use of the Platform, of violation of the terms of the Offer or of legislation.

6.3. The User shall:

6.3.1. provide reliable, accurate and complete data necessary for generating the Document and bear responsibility for their reliability;

6.3.2. review this Offer, the Privacy Policy and the Terms of Use before performing Acceptance;

6.3.3. pay for the Service in the amount and in the manner established by this Offer;

6.3.4. independently check the generated Document and, if necessary, have it verified by a qualified lawyer before its use;

6.3.5. refrain from using the Platform for unlawful purposes and from committing acts that impair the operability of the Platform or the rights of third parties;

6.3.6. comply with the restrictions on the use of the Platform and of the Document established by Section 9 of this Offer, including the prohibitions provided for in clause 9.5.

6.4. The User has the right to:

6.4.1. receive the Service paid for on the terms of this Offer;

6.4.2. contact the Contractor for technical support using the contact details indicated on the Website and in Section 14;

6.4.3. demand a refund of the funds in the cases and in the manner provided for in Section 8.

7. Liability of the Parties and limitation of liability

7.1. For failure to perform or improper performance of obligations under this Offer, the Parties shall be liable in accordance with the legislation of the Republic of Uzbekistan, subject to the specifics established by this Section.

7.2. The User is warned of and agrees that the Service and the generated Document are of an informational and reference (technical) nature. The Contractor does not warrant that the generated Document corresponds to all the specific circumstances of the User and to the User’s actual intentions or that it will be accepted by state authorities without comments, since the result is generated automatically on the basis of the data entered by the User itself.

7.3. The Contractor shall not be liable for: (a) the reliability, accuracy and completeness of the data entered by the User; (b) the User’s selection of the Charter option and of the Document language; (c) the consequences of the User’s use of the Document, including refusal by the registering authority, losses, lost profit and other adverse consequences arising from the use of the Document without verification by a qualified lawyer.

7.4. The Contractor shall not be liable for failures in the operation of the Platform caused by circumstances beyond the Contractor’s reasonable control, including disruptions in the operation of the Internet, of the User’s equipment and software, of payment aggregators and of other third parties.

7.5. The Contractor’s aggregate liability under this contract, irrespective of the grounds of the claim, is limited to twice the price of the relevant Service (Article 706 of the Civil Code of the Republic of Uzbekistan). The Contractor shall not compensate lost profit or indirect losses. The User’s liability for the reliability and completeness of the data entered by the User and for the lawfulness of the use of the Platform remains in full (clauses 7.3, 7.6).

7.6. The User is liable for the reliability of the data entered and for the lawfulness of the use of the Platform. Should losses be caused to the Contractor as a result of the User’s unfair or unlawful actions, the User shall compensate such losses in full in accordance with legislation.

7.7. Nothing in this Section limits the liability of a Party in cases where such limitation is directly prohibited by mandatory provisions of the legislation of the Republic of Uzbekistan.

7.8. If and to the extent that the User is recognized as a consumer within the meaning of the Law of the Republic of Uzbekistan “On Protection of Consumer Rights” in specific relations, the mandatory provisions of the said Law shall apply to such relations and shall prevail over the provisions of this Offer in the relevant part.

8. Refund terms

8.1. The Parties acknowledge that the Result of the Service is an electronic document generated at the individual request of the User on the basis of the data entered by the User. In view of the individual nature of the Result and its digital form, the special refund terms established by this Section shall apply.

8.2. The User has the right to refuse the Service and to demand a refund of the funds paid in full before the generated Document is downloaded. From the moment the User has downloaded the Document, the Service is deemed to have been rendered properly, and the funds paid are non-refundable.

8.3. After the User has been provided with the technical possibility to download (receive) the Document, the Service is deemed to have been rendered properly (clause 5.4), and the funds paid are non-refundable, except in the cases provided for in clause 8.4.

8.4. A refund is made (in full or in part) in the following cases: (a) the Service was not rendered through the fault of the Contractor (the Document was not generated and (or) was not provided as a result of a technical error of the Platform that was not eliminated within a reasonable time); (b) the generated Document has technical defects through the fault of the Contractor (it does not open, does not correspond to the selected option or language) and such defects have not been eliminated by the Contractor within a reasonable time after the User’s request.

8.5. To obtain a refund, the User shall send the Contractor a request (application) to the e-mail address indicated in Section 14, stating the date and the amount of the payment, the order identifier and a description of the grounds for the refund. The Contractor shall consider the request within 3 (three) business days from the date of its receipt.

8.6. The refund is made by the same method by which the payment was made, through the Payment Aggregator, within 10 (ten) business days from the date the Contractor takes the decision on the refund. In the event of a breach of the refund period, the Contractor shall pay the User a penalty (forfeit) of 1% (one per cent) of the amount subject to refund for each day of delay; the amount of the penalty may not exceed the amount subject to refund. The periods for the actual crediting of the funds are determined by the rules of the Payment Aggregator and of the servicing bank.

8.7. No refund is made if the ground for the request is the User’s entry of unreliable or erroneous data (subject to clauses 5.9–5.11), an erroneous selection of the Charter option or of the Document language, or the User’s disagreement with the content of a Document generated correctly on the basis of the data entered by the User. If the User is recognized as a consumer in specific relations, the provisions of this clause do not limit the User’s rights provided for by Articles 7 and 19 of the Law of the Republic of Uzbekistan “On Protection of Consumer Rights”.

9. Intellectual property and restrictions on use

9.1. The exclusive rights to the Platform, the software of the Website, the design, the databases, the templates and other results of intellectual activity used in rendering the Service belong to the Contractor and (or) its licensors and are protected by the legislation of the Republic of Uzbekistan on intellectual property.

9.2. As a result of the rendering of the Service, the User obtains the right to use the generated Document (charter) for its own purposes for its direct designated use, including for the establishment (state registration) or re-registration of a limited liability company in which the User is or intends to become a founder (participant) and (or) director. No restrictions are established with respect to the content of the Document itself as the User’s constituent document.

9.3. The User is not granted any rights to the Platform, to its software, templates or other intellectual property objects of the Contractor, other than the right to use the Platform in order to receive the Service. The User may not copy, decompile, reproduce or distribute the functionality of the Platform, or use it to create competing services.

9.4. The trademarks, service marks, company name and commercial designation of the Contractor may be used solely with the Contractor’s permission.

9.5. The User is prohibited from:

(a) reselling or transferring, for a fee or free of charge, the generated Document to third parties as a stand-alone service or product;

(b) rendering services to third parties using the Platform on a systematic basis, including acting as an intermediary or producing charters for third parties under the User’s own name or otherwise “on a mass scale”;

(c) presenting the generated Document, the templates, the texts or the Platform itself as the User’s own product;

(d) publishing, posting or distributing the templates and wordings of the Platform as samples (templates) on the User’s own behalf;

(e) copying, replicating or reproducing the Platform, its templates and interface;

(f) using the Platform in entrepreneurial activity competing with the Platform, as well as carrying out automated data collection (parsing, downloading) using the Platform.

10. Processing of personal data

10.1. The processing of the User’s personal data is carried out by the Contractor in accordance with the Law of the Republic of Uzbekistan of 2 July 2019 No. ZRU-547 “On Personal Data” (as currently in force) and with the Privacy Policy posted on the Website at https://ustav.uz/en/politika.

10.2. By performing Acceptance of this Offer and (or) by ticking the consent box on the Website, the User gives consent to the processing of the User’s personal data for the purposes of rendering the Service, making settlements, providing technical support and complying with the requirements of legislation, to the extent and on the conditions determined by the Privacy Policy. The processing of personal data is carried out both on the basis of the User’s consent and by virtue of the necessity to perform a contract to which the User is a party (Article 18 of the Law of the Republic of Uzbekistan “On Personal Data”). The list of recipients of personal data (payment aggregators, hosting providers) and the information provided for by Article 22 of the said Law, as well as the rights of the personal data subject (Article 30), are disclosed in the Privacy Policy.

10.3. Biometric and genetic data, as well as the data of users of telecommunications operators’ services, are subject to mandatory storage exclusively in the territory of the Republic of Uzbekistan and are not subject to cross-border transfer. Since the Platform does not process the said data, other personal data of the User may be stored and processed both within and outside the territory of the Republic of Uzbekistan (including where the Website is hosted on servers outside the Republic of Uzbekistan), subject to compliance with the conditions for cross-border transfer established by Articles 15 and 27-1 of the Law of the Republic of Uzbekistan “On Personal Data”.

10.4. The User’s rights as a personal data subject, the procedure for exercising them, the storage periods and the conditions for transferring the data to third parties (including payment aggregators) are determined by the Privacy Policy.

11. Force majeure

11.1. The Parties shall be released from liability for the full or partial failure to perform obligations under this contract if such failure resulted from force majeure circumstances that arose after the conclusion of the contract and that the Parties could not have foreseen or prevented by reasonable measures.

11.2. Force majeure circumstances include, in particular: natural disasters, fires, floods, epidemics, military actions, acts of terror, mass disorders, decisions and acts of state authorities, accidents and failures in the operation of power supply and communication networks, global disruptions in the operation of the Internet, and other circumstances beyond the reasonable control of the Parties.

11.3. The Party for which it has become impossible to perform its obligations shall notify the other Party of the occurrence and of the cessation of such circumstances within a reasonable time. For the period during which force majeure circumstances are in effect, the time for performing the obligations shall be extended accordingly.

12. Dispute resolution procedure and applicable law

12.1. Exclusively the legislation of the Republic of Uzbekistan applies to this Offer and to the contract concluded on its basis.

12.2. The Parties shall endeavor to settle all disputes and disagreements arising out of or in connection with this contract through negotiations. The User has the right to send the Contractor a claim in written form, including by e-mail to the address indicated in Section 14. A claim shall be considered by the Contractor within 15 (fifteen) calendar days from the date of its receipt.

12.3. If agreement is not reached, the dispute shall be referred for resolution to the court at the location of the Contractor in accordance with the legislation of the Republic of Uzbekistan. Jurisdiction is determined by the procedural legislation of the Republic of Uzbekistan. If the User is recognized as a consumer in specific relations, this clause does not limit the User’s right to bring an action at the User’s own choice in accordance with Article 29 of the Law of the Republic of Uzbekistan “On Protection of Consumer Rights”.

13. Term and amendment of the Offer

13.1. This Offer comes into force from the moment it is posted on the Website and is valid until it is withdrawn (terminated) by the Contractor.

13.2. The Contractor has the right at any time to unilaterally amend the terms of this Offer and (or) to withdraw it. Amendments come into force from the moment the new version of the Offer is posted on the Website, unless another period is specified in the Offer itself.

13.3. The version of the Offer in effect at the moment of the User’s Acceptance applies to the relations of the Parties. Amendments to the Offer have no retroactive effect and do not apply to Services paid for before the amendments come into force.

13.4. Continued use of the Platform after the amendments come into force means the User’s agreement with the new version of the Offer.

13.5. Withdrawal of the Offer by the Contractor does not affect the validity of contracts concluded before such withdrawal.

13.6. The current version of the Offer is permanently available on the Website at https://ustav.uz/en/oferta. The User is advised to review the current version before performing Acceptance.

14. Details of the Contractor

Full name: “C7 CYBERSECURITY” LLC

Status: resident of the Technological Park of Software Products and Information Technologies “IT Park” of the Republic of Uzbekistan

TIN: 310 734 480

Legal address: Tashkent, Mirabad district, Buyuk Turon Street, 73/96

Director: Akhmedkhodjaev I.I., acting on the basis of the charter

Bank details: settlement account 2020 8000 9056 8745 4001, bank: “Kapitalbank” JSCB Operations department, bank code 00974

E-mail address: [email protected]

Telephone: +998 90 816 89 30

Procedure for accepting complaints and requests: to the e-mail address [email protected] and (or) to the address: Tashkent, Mirabad district, Buyuk Turon Street, 73/96

Website: ustav.uz