Public offer contract

Public Offer Agreement

PUBLIC OFFER AGREEMENT

or the sale of tickets to cultural and entertainment events

(Public Offer of Limited Liability Company "Kontramarka Ukraine")

This Offer is an official, public, and indefinite proposal (the “Offer”) of LLC "Kontramarka Ukraine" (hereinafter – the “Agent”), addressed to an unlimited number of individuals (hereinafter – the “Buyer”), to conclude an agreement for the sale and purchase of tickets and the provision of related services (hereinafter – the “Agreement”) under the terms specified below.

1. DEFINITIONS OF TERMS

1.1. Offer – this Agreement, which constitutes the Agent’s proposal to conclude a public agreement for the sale of Tickets under the terms set out herein, published at www.kontramarka.ua or available upon the Buyer’s request at ticket sales points.

1.2. Acceptance of the Offer – the Buyer’s full and unconditional response regarding acceptance of the Offer, equivalent to the conclusion of a written agreement.

1.3. Cancellation – the removal of Tickets from the Order with their automatic return to open sale in the System (Website). If the Order is not paid for, it is cancelled automatically.

1.4. Website – the internet site serving as a trading platform through which the Agent provides the possibility to arrange and purchase Tickets.

1.5. System (automated ticket sales system) – the software and technical complex used by the Agent, intended for managing ticket sales, accounting for transactions, and enabling reservations, orders, and purchases of Tickets. Buyers have independent access to certain blocks of the System via the Internet on the Website.

1.6. Agent – LLC "Kontramarka Ukraine", authorized to act on the basis of agreements with the Principal/ Organizer of registration and sale of Tickets to Events.

1.7. Buyer (Consumer) – an individual, or legal entity, or sole proprietor who accepts this Offer (performs Acceptance) and to whom the Agent provides services under this Offer related to reservation, processing, and sale of Tickets to Events (hereinafter – the “Related Services” / “Services”). The Buyer acquires the Ticket exclusively for personal, family, or household purposes not related to entrepreneurial activity.

1.8. Electronic Ticket (Ticket) – an electronic document generated by the automated system, confirming the Buyer’s right to attend the Event and being an object of civil rights. It contains a barcode, price, Service Fee amount, name of the Event, venue, date, time, and other additional legal or technical information.

1.9. Face Value of the Ticket – the price of the Ticket established by the Organizer for all Buyers.

1.10. Ticket – a document generated using the automated system on a form, confirming the Buyer’s right to attend (enter, watch, listen to) the Event, including the Electronic Ticket, and containing information about the name, date, time, venue, allocated seat at the Event (sector, row, etc.), the cost of attending the Event, and the Service Fee amount, as well as additional legal or technical information. The Ticket is not a commodity.

1.11. Order – the Event selected by the Buyer, which the Buyer wishes to attend by purchasing a Ticket from the Agent, for which the Buyer: agrees to all terms of the Offer, selects from the Events available for sale on the Website, chooses a seat/seats, and a method of payment for the Ticket; and in relation to which the Buyer has received from the Agent confirmation of the Ticket price, the possibility of its booking/reservation/purchase, the amount of Related Services, and has made such booking/reservation/payment. The Order, among other things, contains the total amount, date and time of the order/payment, and other related data. The Order is formed taking into account the amount of taxes and fees established by the current legislation of Ukraine.

1.12. Event – a cultural and entertainment event (theatrical performance, concert, circus show, festival, show, lecture, performance, sports competition, training, etc.) for which the Buyer purchases a Ticket, organized and conducted by the Organizer.

1.13. Related Services – services that are inseparably linked with the procedure of selling the Ticket through the System, which are provided by the Agent and consumed by the Buyer directly at the moment of the Ticket sale.

1.14. Service Fee – a part of the cost of the Agent’s Related Services, paid by the Buyer simultaneously and together with the Face Value of the Ticket, in order to cover (compensate) the Agent’s expenses incurred in providing ticket sales services, including but not limited to technical support of ticket sales, maintenance of the Agent’s infrastructure, information security, compensation for the cost of financial operations (acquiring, providing information to Buyers, processing Orders), etc. The amount of the Service Fee for each Ticket is determined by the Agent in agreement with the Organizer, or by the Agent independently, either as a percentage of the Face Value of the Ticket or as a fixed amount.

1.15. Principal/Organizer – a business entity entitled to organize and conduct the Event and authorizing the Agent to sell Tickets.

1.16. Subagent – a legal entity, or sole proprietor, or individual engaged in independent professional activity, that sells Tickets to Buyers on the basis of contracts concluded with the Agent for the sale of tickets to various Events. The rules of this Offer apply to such contracts unless otherwise specified in the agreement between the Agent and the Subagent.

1.17. -Personal Data (PD) – information or a set of information about an individual who is identified or can be specifically identified. The primary sources of information about a person are documents issued in their name, documents signed by them, and the information the person provides about themselves.

1.18. Processing of Personal Data – any action or set of actions such as collection, systematization, accumulation, storage, use, dissemination (transfer), anonymization, blocking, or destruction of personal data.

2. GENERAL PROVISIONS

2.1. This Agreement is public (in accordance with Article 633 of the Civil Code of Ukraine), the terms of which are established by the Agent and are identical for all Buyers.

2.2. The Agreement concluded under the terms of this Offer is an adhesion agreement (in accordance with Article 634 of the Civil Code of Ukraine). The Buyer may not propose its own terms and adheres to the Agreement as offered in its entirety.

2.3. The sale of Tickets is carried out exclusively under the terms of this Offer and only in the event of the Buyer’s full and unconditional acceptance of its terms. Partial acceptance or acceptance on other terms is not permitted.

2.4. The Agent is entitled to make changes to this Offer. Such changes shall be published promptly and made publicly available on the Website. The use of services by the Buyer after changes have been made constitutes acceptance of the Offer as amended.

2.5. Any terms of the Agreement that restrict the rights of the Buyer, as an individual, compared to the rights established by the Civil Code of Ukraine and consumer protection legislation shall be null and void.

2.6. The Agent has the right to terminate the Offer at any time without prior notice to the Buyer in the event of the Buyer’s breach of its terms.

2.7. The Offer becomes effective from the date of its publication and remains valid indefinitely.

3. SUBJECT OF THE OFFER

3.1. The subject of this Offer is the provision to the Buyer of services related to the reservation, processing, sale, and delivery of Tickets to Events (hereinafter – the “Services”) in the manner and under the conditions set forth in this Offer.

3.2. The Agent acts as an intermediary (commission agent/agent), authorized by the Organizer/Principal to sell Tickets on its behalf and at its expense.

3.3. The Agent is not responsible for the organization, occurrence, content, quality, or timely holding of the Event.

3.4. From the moment a Ticket is purchased, all rights and obligations related to attending the Event arise directly between the Event Organizer and the Buyer.

3.5. The Buyer understands and agrees that the price of the Ticket paid by them consists of two services, namely: a contract for the provision of services (provided by the Organizer); a contract for the provision of Related Services (provided by the Agent).

4. ACCEPTANCE RULES

4.1. Acceptance of the Offer is carried out by the Buyer upon the sequential completion of the actions specified in clause 4.3 of this Offer.

4.2. Acceptance by the Buyer is voluntary and equivalent to the conclusion of a written agreement.

4.3. Acceptance of this Offer by the Buyer is carried out by:

a) contacting the Agent and/or Subagent;

b) selecting a specific Event and category of Ticket(s);

c) reviewing the terms of this Offer and/or checking the box “I agree with the Public Offer”;

d) providing the necessary contact information;

e) making payment for the Order.

4.4. The Agreement is deemed concluded from the moment of Acceptance of the Offer, including by checking the box “I agree with the Public Offer” or clicking the button “Proceed to Payment” and/or paying the corresponding amount.

4.5. After the payment for the Order is made, the Order is considered sold, and the Buyer acquires the right to access the Event.

5. PAYMENT PROCEDURE

5.1. The Buyer has the right to pay for Tickets by any method offered by the Agent.

5.2. Payment is considered made by the Buyer at the moment the transaction is confirmed as successful by the bank or payment system.

5.3. If the Ticket price is denominated in a foreign currency and payment is initiated from a foreign currency card account, the amount is calculated in Ukrainian Hryvnia at the exchange rate applied by the acquiring banks at the time of initiating the transfer.

5.4. Monetary obligations must be performed in Ukrainian Hryvnia (pursuant to Part 1 of Article 533 of the Civil Code of Ukraine).

5.5. When paying by bank card, the payment is processed on a secure page of the processing system. Payment card data is transmitted to payment service providers only in encrypted form and is not stored on the Website and/or in the System.

6. REFUND TERMS AND LIMITATION OF LIABILITY

6.1. In accordance with the Law of Ukraine "On Consumer Rights Protection" dated May 12, 1991, No. 1023-XII (as amended and supplemented) and the Instruction on Ticket Management in Theatrical/Entertainment Enterprises and Cultural/Educational Institutions, approved by Order of the Ministry of Culture and Arts of Ukraine dated July 7, 1999, No. 452 (as amended and supplemented), refunds for Event Tickets shall be issued by the Principal and/or the Organizer exclusively in cases where the Event is cancelled, replaced, or its date, time, or venue is changed.

6.2. Refunds are processed directly by the Principal and/or the Organizer. The Principal and/or the Organizer shall refund only the Face Value of the Ticket to the Buyer. The cost of Ancillary Services (service fees, service charges) and Ticket delivery costs are non-refundable by the Agent or the Organizer, as the Agent’s services regarding the booking, processing, and sale of the Ticket are deemed fully rendered to the Buyer from the moment the Order payment is made. The Agent bears no liability for the timeliness, completeness, or procedure of the refund of funds to Buyers by the Principal/Organizer.

6.3. Limitation of Agent’s liability:

6.3.1. The Agent’s liability to the Buyer is limited exclusively to the function of providing ancillary services related to the booking, issuance, and sale of Tickets and facilitating technical interaction between the Buyer and the Organizer via the Website/System.

6.3.2. The Agent shall not be held liable, shall not provide compensation for damages, and shall not consider claims from Buyers/attendees in the following cases:

• regarding the quality or specific aspects of the Event’s conduct, including but not limited to: the quality of sound, lighting, technical, stage, or artistic production; delays in the start of the Event; a reduction in the Event’s duration; changes to the program or lineup of performers; the quality of the artists'/participants' performance, etc.;

• regarding adverse weather and meteorological conditions (rain, snowfall, storms, strong winds, heat, frost, etc.) that complicated, altered, or made it impossible to attend or hold the Event (particularly for open-air events or events held at outdoor venues);

• regarding the reimbursement of any Buyer expenses for travel or transportation (by train, bus, plane, taxi, private vehicle, etc.), accommodation, meals, or any other incidental costs incurred by the Buyer in connection with attending, the delay of, the rescheduling of, or the cancellation of the Event; • for the Buyer’s/spectator’s state of mind, emotional impressions, subjective perception, psychological discomfort, dissatisfaction, moral damage, or unmet expectations arising from viewing, attending, or the content of the Event, its performers, or the atmosphere at the venue.

6.3.3. All claims regarding the quality, content, organization, and conduct of the Event, as well as demands for compensation for damages or moral harm caused by the holding, cancellation, or rescheduling of the Event, must be submitted exclusively to the direct Organizer (Principal) of the Event.

6.4. To obtain a refund in the cases provided for in Clause 6.1 of this Offer (subject to the existence of appropriate authorization and delegated powers from the Organizer), the Buyer must provide full information, including photo/scan copies of the Ticket, the Tax ID (registration number of the taxpayer's record card), bank details, and a copy of an identity document.

6.5. Only the Buyer whose details are specified in the Order may request a refund.

6.6. Refunds shall be processed within 10 (ten) business days of receipt of the Buyer’s request, subject to confirmation of authority and receipt of the necessary funds from the Organizer.

6.7. The Parties shall be exempt from liability for non-performance or improper performance of obligations if such failure results from circumstances of force majeure.

6.8. In the event that the Principal and/or the Event Organizer has authorized the Agent to process refunds to Buyers who purchased a ticket for a cancelled Event, the Buyer undertakes to send a notification to the email address [email protected] and provide consent for the processing of the Buyer's personal data.

6.8.1. Refunds to the Buyer for Orders (Tickets) paid in cash are processed after the Buyer provides full information to the email address [email protected] . Full information consists of: a photo and/or scan of the Ticket(s), the taxpayer registration number (TIN), the recipient's bank details, and a copy of an identity document.

6.8.2. Refunds to the Buyer for Orders (Tickets) paid via non-cash means (bank card) are processed after the Buyer provides full information to the email address [email protected]. Full information consists of: the electronic tickets, the successful payment receipt, the taxpayer registration number (TIN), and a copy of an identity document.

7. SPECIFICS OF HOLDING EVENTS UNDER MARTIAL LAW AND DURING AIR RAID ALERTS. LIMITATION OF AGENT’S LIABILITY

7.1. The Buyer acknowledges and agrees that Events are held under the legal regime of martial law in Ukraine. Visitor safety is a priority for the Organizer and the administration of the Venue (the event location).

7.2. In the event that an "Air Raid Alert" signal (or other danger signal) is issued before the start of or during the Event:

7.2.1. The Event shall be temporarily suspended or its start delayed. All Event attendees must immediately leave the Venue premises/grounds and proceed to the nearest shelter in accordance with the instructions of the Venue administration, the Organizer, or authorized personnel.

7.2.2. The duration of the wait for the "All Clear" signal, as well as the procedure for resuming, rescheduling, shortening, or cancelling the Event, shall be determined separately for each Event and Venue, depending on the host city, decisions made by local civil-military administration bodies (OVA/MVA), the city or regional Defense Council, the State Emergency Service (SES), and the internal rules and regulations of the specific Venue.

7.3. The Buyer is obliged to familiarize themselves—independently and prior to purchasing a Ticket—with the rules for conducting the Event during an air raid alert, the waiting protocols, and the safety conditions established by the specific Venue and/or the Organizer. These rules are announced and published on the Venue’s official website, the Organizer’s website, and/or directly at the Venue premises.

7.3.1. The Agent (KONTRAMARKA UKRAINE LLC) is NOT the Organizer of the Event and is NOT the owner/operator of the Venue; therefore:

7.3.2. The Agent does not determine, control, or bear responsibility for the rules of conduct at the Venue, the availability, condition, and capacity of shelters, the procedures followed by the Venue administration during an air raid alert, or the maximum duration of waiting for the "all-clear" signal.

7.3.3. The Agent is not liable for any delay in the start, suspension, reduction in duration, rescheduling, or cancellation of the Event caused by the declaration of an air raid alert, other force majeure circumstances, or safety requirements.

7.3.4. All claims regarding the interruption of the Event, the duration of the wait, or decisions to deem the Event as having taken place (in the event of partial conduct) shall be submitted by the Buyer directly to the Organizer.

7.4. The forced suspension or rescheduling of the Event due to an air raid alert constitutes a circumstance of force majeure and results from decisions made by authorized state authorities, thereby absolving the Agent of liability. Refunds for Tickets in the event of the Event's cancellation due to a prolonged air raid alert are issued exclusively by the Organizer in accordance with Clauses 6.1–6.2 of this Offer.

8. RIGHTS AND OBLIGATIONS OF THE PARTIES

8.1. The Buyer has the right to:

8.1.1. Receive information about the rules of sale, available Ticket categories, and other information regarding Events held by the Agent.

8.1.2. Choose a method of payment for the Ticket from those offered.

8.1.3. Refuse to purchase a Ticket before making payment for the Order.

8.2. The Buyer is obliged to:

8.2.1. Carefully review all terms of this Offer.

8.2.2. Provide truthful, accurate, and complete information about themselves and the Ticket Recipient (full name, email, phone number, etc.). The Buyer bears full responsibility for the provided data.

8.2.3. Pay for the Order in full.

8.2.4. Independently print the Electronic Ticket at their own expense, ensuring proper print quality.

8.2.5. Be responsible for safekeeping and protecting the Electronic Ticket from copying, as access to the Event will be granted to the first presented Ticket.

8.2.6. Bear full responsibility for any minor children for whom they purchase the Ticket.

8.2.7. Comply with the rules of conduct at the Venue/Event.

8.2.8. To prevent unauthorized use of the purchased Ticket, the Buyer must take all reasonable measures to ensure that the Ticket or information on it does not fall into third parties’ hands, including not making copies of the Ticket and not disclosing its barcode under any circumstances.

8.3. The Agent has the right to:

8.3.1. Require the Buyer to follow the entire procedure for Order processing/payment.

8.3.2. Refuse to sell a Ticket and provide Related Services if the Buyer refuses to accept this Offer under its stated terms.

8.3.3. Set and change fees for its Services.

8.4. The Agent is obliged to:

8.4.1. Provide the Buyer with necessary information about Events and instructions for processing/payment/receiving the Ticket.

8.4.2. Not use the Buyer’s personal data for unauthorized mailing of materials unrelated to the Order.

9. PERSONAL DATA (PD) AND PRIVACY POLICY

9.1. Consent to PD processing. By using the Website, agreeing to this Offer and/or checking the box “I agree with the Public Offer,” the Buyer gives the Agent consent to process their PD. In e-commerce, consent may be given by checking the box, provided that the system does not process PD before the box is checked.

9.2. Purpose of PD processing. The purpose of processing personal data is to fulfill the terms of this Offer, namely: to provide Services to the Buyer, to send the Buyer promotional messages about Events, and to sell Tickets. The purpose of PD processing complies with personal data protection legislation.

9.3. Scope of PD processed. The Agent processes the personal data provided by the Buyer, which includes: surname, first name, patronymic; date of birth (if necessary); passport data (if necessary); email; phone number; delivery address.

9.4. Processing period. PD is processed indefinitely unless otherwise provided by Ukrainian law or the Buyer’s will. The Agent must not process PD longer than necessary for the lawful purposes for which it was collected.

9.5. Deletion and destruction of PD. PD must be deleted or destroyed in case of: termination of legal relations between the Buyer and the Agent; issuance of a relevant order by the Commissioner of the Verkhovna Rada for Human Rights; or entry into legal force of a court decision.

9.6. Transfer (Disclosure) of PD. The Agent has the right to disclose PD if the information is publicly necessary (of public interest, and the public’s right to know outweighs potential harm from disclosure) or with the Buyer’s written consent.

9.7. Right to amend PD. The Agent (Data Controller) is obliged to make changes to PD based on a motivated written request from the data subject (Buyer) (pursuant to Law No. 2297-VI).

9.8. Right to protection. The Buyer has the right to protect their PD from unlawful processing, accidental loss, or destruction, and the right to file complaints about the processing of their PD with the Commissioner or in court (pursuant to Law No. 2297-VI).

10. DISPUTE RESOLUTION AND OTHER TERMS

10.1. All claims by Buyers regarding Ancillary Services provided by the Agent must be submitted in writing or via email to the Agent’s address: mail\@kontramarka.ua. The Agent shall review the received claim within 30 (thirty) calendar days of its receipt and notify the Buyer of the outcome of the review. Claims regarding the organization, quality, content, modification, or cancellation of the Event shall be forwarded by the Agent directly to the Event Organizer.

10.2. Disputes arising from the execution of the Agreement under the terms of this Offer shall be resolved with mandatory adherence to the claim’s procedure.

10.3. If agreement cannot be reached, disputes shall be resolved in accordance with the procedures established by the applicable legislation of Ukraine.

10.4. The statute of limitations (the period within which a person may file a claim to protect their civil right) is established as three years (general statute of limitations).

12.       AGENT'S ADDRESS AND DETAILS

LLC Kontramarka Ukraine

Location: 02141, Kyiv, 6-A Larysy Rudenko St., premises 58, office 2;

EDRPOU code: 38657536

The Agent holds the status of a single tax payer (5% rate, Group 3) and is not a value-added tax payer.