Contract

Public offer for the provision of access to the Otdacha service

Sole proprietorship of Konstantin Protasov (SP Konstantin Protasov), identification number 302221655, registered on 6 June 2022 at Mikheili Tsinamdzgvrishvilis Street 52, Tbilisi 0102, Georgia — hereinafter the “Provider” — offers any legal entity or sole proprietorship to enter into a contract on the terms set out below.

This English text is a translation provided for convenience. The contract is made in Russian, and under clause 14.4 the Russian text prevails in the event of any discrepancy. The binding version is published at otdacha.com/oferta/.

Section 1Definitions

Service — the Otdacha software, which collects data from the sources specified by the Client and presents it in the form of reports.

Data sources — ad accounts, call tracking systems, CRM systems, classifieds, media plan files and other systems of the Client to which the Client grants access for the provision of the services.

Plan — the scope of services and their price as published on otdacha.com or as agreed by the Parties in an invoice.

Billing period — a calendar month, unless the invoice states otherwise.

Deployment on the Client's side — an arrangement under which a copy of the Service is deployed on the Client's own equipment; agreed separately.

Section 2Subject of the contract

1. The Provider grants the Client access to the Service and provides services for connecting data sources, configuring reports and ongoing support within the scope of the selected Plan.
2. The Service is a tool for presenting data. The Provider does not modify data in the Client's sources, does not run advertising campaigns and does not make decisions on how the advertising budget is spent, unless expressly agreed in a separate contract.
3. The composition and completeness of the reports are determined by what data the Client's sources provide and in what form. The Provider notifies the Client in advance of any limitations identified during onboarding.

Section 3Conclusion of the contract

1. This offer is a public offer. The contract is deemed concluded from the moment the Client performs any of the following actions: payment of an issued invoice, or signature of an invoice or another document containing a reference to this offer.
2. By performing those actions the Client confirms that it has reviewed the terms of the offer, that they are clear to it and that they are accepted in full and without reservations.
3. At the Client's request the Provider enters into a separate bilateral contract on the terms of this offer. In the event of any discrepancy between the offer and a signed contract, the signed contract prevails.
4. The Provider is entitled to amend the offer. Amendments do not apply to periods already paid for and take effect for the Client from the beginning of the next billing period.

Section 4How the services are provided

1. Onboarding is carried out within the period agreed by the Parties at the start of the work; the indicative period is one to two weeks from the moment all access has been granted.
2. After onboarding, the Service updates the data at least once every twenty-four hours, unless a different frequency follows from the limitations of the sources.
3. The scope of support, the response times for requests and the frequency of report reviews are determined by the Plan.
4. The Provider is entitled to engage third parties in the provision of the services, remaining responsible to the Client for the result.
5. Planned works that require access to be suspended are carried out by the Provider with prior notice, except for works to remedy incidents.

Section 5Access and onboarding

1. The Client grants access to the data sources in read-only mode. Ad accounts, call tracking accounts and CRM accounts are registered in the Client's name and remain under the Client's control.
2. The Provider gives the Client, in writing and before onboarding, the list of fields read from the CRM.
3. The Client is entitled at any time to revoke or restrict the access granted. If this makes the provision of the services impossible, the Parties agree on further steps; if no agreement is reached, section 9 applies.
4. If onboarding requires a component to be installed inside the Client's network, the Provider supplies the instructions and the technical description; the installation is performed by the Client or by the Provider as agreed.
5. Access for representatives of the official distributor or other engaged parties is granted to the extent necessary for work on the Client's project and is agreed with the Client.

Section 6Rights to the data

1. The data obtained from the Client's sources, as well as the reports built on it, belong to the Client.
2. The Client is entitled to export the data in a machine-readable format at any time during the term of the contract, including on the day of its termination.
3. The Provider does not store call recordings on its side. Playback of recordings in the Service interface is performed by means of the Client's call tracking system. Storage of recordings on the Provider's side is possible as a separate service with an agreed deletion period.
4. The exclusive rights to the Service, its source code and its design belong to the Provider. The Client is granted the right to use the Service to the extent necessary to obtain the reports, without the right to distribute, modify or decompile it.
5. The Provider is entitled to use anonymized and aggregated data that does not allow the Client or its customers to be identified for the purpose of developing the Service.

Section 7Price and payments

1. The price of the services is stated in US dollars. Payment is made in US dollars to the Provider's account, unless the Parties have agreed otherwise.
2. If, by agreement of the Parties, the invoice is issued in the Client's national currency, the exchange rate applied is stated in the invoice itself.
3. The invoice is issued in advance for the billing period. The one-time onboarding fee is invoiced together with the first invoice.
4. The payment term is 10 (ten) business days from the date the invoice is issued, unless the invoice states otherwise.
5. All taxes and duties payable in the Client's country in connection with the purchase of services from a non-resident are calculated and paid by the Client independently. The set of documents the Client needs for tax accounting is agreed by the Parties separately.
6. Bank charges of the sending bank are paid by the Client, those of the receiving bank by the Provider.
7. The Provider is entitled to revise the price no more than once a year, having given the Client at least 30 calendar days' notice. The change does not apply to periods already paid for.
8. If payment is more than 10 business days late, the Provider is entitled to suspend access to the Service, having notified the Client in writing. Suspension does not terminate the contract.

Section 8Acceptance of the services

1. At the end of the billing period the Provider sends the Client an acceptance act for the services rendered.
2. The Client signs the act or sends a reasoned refusal within 5 (five) business days from the date of receipt. If neither is received within that period, the services are deemed to have been rendered properly and accepted.
3. Acts, invoices and notices may be exchanged by email from the addresses specified by the Parties; such documents are recognized as having legal force.

Section 9Term and termination

1. The contract is in force from the moment of its conclusion until the end of the period specified in the invoice, and is extended for the following period unless either Party has stated otherwise.
2. Either Party is entitled to withdraw from the contract at any time, having notified the other Party in writing. The Client pays for the services actually rendered as at the date of termination; no other payments or penalties for early termination are provided for.
3. From the date the contract is terminated the provision of the services ceases: access to the Service on the Provider's side is closed, and data updates and support stop.
4. If a copy of the Service is deployed on the Client's equipment, it continues to operate after the contract is terminated. Support, updates and fixes are no longer provided from that moment, and the terms of further use are determined by the terms of such deployment agreed by the Parties.
5. The Client is entitled to export its data before the date of termination of the contract and within 30 calendar days after it. After that period the Provider deletes the Client's data from its side, except for information the storage of which is required by law.
6. Termination of the contract does not release the Parties from obligations that arose before its termination, or from the obligations under section 11.

Section 10Personal data

1. In providing the services the Provider processes personal data contained in the Client's sources — as a rule, the phone number and the name of the person who made contact.
2. The Client determines the purposes and the composition of the data processed and ensures that there are lawful grounds for its processing and its transfer to the Provider.
3. The Provider processes such data solely on the Client's instructions and only to the extent necessary to provide the services; it does not transfer the data to third parties, other than persons engaged in the provision of the services, and does not use it for its own purposes.
4. If the Client has enabled the call transcription service, the Provider obtains the recordings from the Client's call tracking system, converts them into text and stores the result of the recognition. The Provider does not store the audio recordings on its side. The use of third-party speech recognition services and the list of such services are agreed in the agreement referred to in clause 10.6.
5. The Provider takes reasonable organizational and technical measures to protect the data against unauthorized access.
6. The terms of personal data processing, including the composition of the data, the periods and procedure for its deletion, and cross-border transfer, are set out in a separate agreement concluded before onboarding begins.
7. Upon termination of the contract, personal data is deleted in accordance with clause 9.5.
8. This section concerns data processed in the course of providing the services. Independently of it, the Provider's website collects anonymized visit statistics (the Microsoft Clarity service: cursor movement, scrolling, clicks, device parameters). These statistics are not connected with the Client's data and are not used in providing the services.

Section 11Confidentiality

1. The Parties undertake not to disclose to third parties information that becomes known to them in the course of performing the contract: commercial terms, data on advertising spend, sales, customers and internal processes.
2. Disclosure of information that is publicly available, has been lawfully obtained from third parties or is subject to disclosure at the demand of a competent authority is not considered a breach.
3. The Provider is entitled to mention the fact of the cooperation and to use the Client's name in marketing materials only with the Client's prior written consent.
4. The obligation to maintain confidentiality applies for three years from the date the contract is terminated.

Section 12Liability

1. The Parties are liable in accordance with the applicable law, subject to the limitations set out in this section.
2. The Provider's aggregate liability under the contract is limited to the amount of the payments received from the Client for the three billing periods preceding the event giving rise to the claim.
3. The Provider is not liable for the Client's lost profit, or for the consequences of decisions taken by the Client on the basis of the reports.
4. The Provider is not liable for the unavailability, change or discontinuation of data sources and external services, or for the completeness and accuracy of the data received from the Client's sources.
5. The Client is responsible for the lawfulness of the access it grants and for compliance with the legal requirements applicable to the content of its advertising. Features of the Service related to checking for the presence of particular information in advertising materials are informational in nature and do not constitute a legal assessment.

Section 13Force majeure

The Parties are released from liability for failure to perform their obligations if it is caused by circumstances of force majeure that arose after the conclusion of the contract. The Party affected by such circumstances notifies the other Party within a reasonable time. If the circumstances continue for more than 60 calendar days, either Party is entitled to withdraw from the contract in accordance with clause 9.2.

Section 14Governing law and disputes

1. The contract is governed by the law of Georgia.
2. The Parties resolve disputes through negotiation. A pre-action claim procedure is mandatory; the deadline for responding to a claim is 15 business days from the date it is received.
3. Disputes not settled through the claim procedure are subject to consideration by the competent court at the Provider's place of registration, unless the Parties have agreed a different procedure in a signed contract.
4. The contract is drawn up in Russian. Where a translation into another language exists, the Russian text prevails.

Section 15Provider details

Name

SP Konstantin Protasov — sole proprietorship of Konstantin Protasov

Identification number

302221655

Date of registration

6 June 2022

Address

Mikheili Tsinamdzgvrishvilis Street 52, Tbilisi 0102, Georgia
Грузия, 0102, Тбилиси, улица Михаила Цинамдзгвришвили, 52

Bank details

stated in the invoice

Website

otdacha.com

Version of 9 August 2026. The version in force is always published at otdacha.com/oferta/. Previous versions are available on request.