Public offer agreement

ABOUT MAKING A CHARITABLE DONATION
This public offer to make a charitable donation is an offer (hereinafter referred to as the “Offer”) of the Charitable Organization “Charitable Foundation “Victory Sky”, legal entity identification code – 45109890, located at: 01021, Kyiv, Pecherskyi district, Klovskyi Uzviz, 7 (hereinafter referred to as the “Foundation”), represented by the Director Dmitry Vladimirovich Pokazeyev, acting on the basis of the Charter, which is addressed to an indefinite number of persons – individuals and legal entities visiting (hereinafter referred to as the “Benefactor”) the website https://neboperemogy. com.ua/ (hereinafter referred to as the “Site”), to conclude an agreement on the provision of a charitable donation (hereinafter referred to as the “Agreement”) on the terms described in this Offer with each applying Benefactor. This Offer comes into force from the moment it is posted on the Website, is unlimited and may be amended or withdrawn by the Foundation at any time (prior to its acceptance by the Donor) by posting the relevant information on the Website.

1. DEFINITIONS AND CONCEPTS
   1.1. “Offer” means a current offer of the Foundation posted on the Website to make a charitable donation addressed to an unlimited number of persons, including the Donor.

1.2. “Acceptance” means full and unconditional acceptance of the Public Offer by taking actions to make a money transfer using the payment forms and means posted on the Site, as well as by transferring funds to the Foundation’s current account through bank institutions.

1.3. The “Moment of Acceptance” shall be the date of crediting the funds to the bank account of the Fund.

1.4. “Charitable Donation” means a gratuitous transfer of funds by the Donor to the Foundation to achieve certain, previously agreed upon goals of the Foundation in accordance with the Agreement and the Law of Ukraine “On Charitable Activities and Charitable Organizations”.

1.5. “Benefactor” means a legally capable individual or legal entity of private law (including a charitable organization) that voluntarily makes a charitable donation.

2. SUBJECT OF THE AGREEMENT
   
   2.1. According to the terms of this Agreement, the Donor shall make a charitable donation in the form of cash to the Foundation free of charge and voluntarily transferred to the Foundation to achieve the goals, objectives, directions and types of the Foundation’s statutory activities, including its administrative expenses, and the Foundation shall accept such charitable donation and undertake to use it for its own charitable activities in accordance with the Charter and the legislation of Ukraine.

2.2. The Donor’s transfer of funds under this Agreement shall be recognized as a charitable donation in accordance with Article 6 of the Law of Ukraine “On Charitable Activities and Charitable Organizations”.

2.3. The Donor independently determines the amount of the charitable donation. The Donor has the right to request from the Foundation and receive information about the nature and amount of the required charitable assistance for specific purposes of the Foundation’s activities, as well as for the Foundation’s charitable programs, in order to determine the areas of use of the charitable donation before it is provided.

2.4. If the Donor specifies (chooses) in the purpose of payment the purpose specified in the relevant announcement of a public collection of charitable donations for a specific purpose (implementation of charitable programs or projects, assistance to a specific Beneficiary posted on the Website), the Foundation undertakes to use the charitable donation for the purposes specified by the Donor. In case the Donor’s charitable donation received by the Foundation cannot be used for the specified purpose for objective reasons (due to the collection of a charitable donation sufficient for the purpose, the disappearance of the need for assistance, etc.), the Donor agrees, and the Foundation has the right and obligation to use the Donor’s charitable donation for other purposes within the statutory activities of the Foundation.

2.5. The conclusion and execution of this Agreement is not intended to and does not provide for profit by either party.

2.6. The Foundation’s Charter, information about its work and reports on the results of its activities are posted on the Website.

2.7. The Foundation may enter into agreements on the provision of a charitable donation in a different manner and/or on different terms than provided for in this Offer. The Donor may separately apply to the Foundation to conclude such an Agreement.

3. MAKING A DONATION AND ACCEPTANCE OF THE OFFER
   3.1. The Donor independently determines the amount of the charitable donation and makes it by (i) making a money transfer using the payment forms and means posted on the Site, or (ii) transferring funds (through the LiqPay payment service) to the Fund’s account through bank institutions. The donor chooses the payment format at his/her own discretion: one-time or regular (with the possibility to cancel regular payments at any time). Charitable donations are indefinite, and the period of their use by the Foundation is not limited.

3.2. In accordance with this Offer and the Agreement, charitable donations are provided by the Donors and used by the Foundation to conduct and ensure charitable activities (implementation of areas, goals of charitable activities and charitable programs) of the Foundation in accordance with the Charter and the legislation of Ukraine. The Donor agrees to such designation of his/her donation.

3.3 The Donor also has the right to determine (choose) the specific purpose of his/her donation within the goals and activities and charitable programs of the Foundation by concluding a separate agreement with the Foundation on the provision of a charitable donation in accordance with clauses 2.3 and 2.7 of this Offer.

3.4 The charitable donations made shall be used by the Foundation in the order of their receipt.

3.5. When making a donation, the Donor shall provide his/her contact information for correct identification of the payer: name and surname, name of the legal entity, e-mail address and/or telephone number, other data that allow identification of the Donor.

3.6. Acceptance of the Offer shall be deemed to be its full and unconditional acceptance by the Donor by taking actions to transfer the charitable donation to the Foundation in one of the ways specified in clause 3.1 above (hereinafter referred to as “Acceptance”). In addition, by accepting the Offer, the Donor fully understands and agrees with the subject matter of the Agreement, the objectives and purpose of the public fundraising, and confirms the right of the Foundation to use part of the charitable donation for the Foundation’s administrative expenses in the amount not exceeding the amount specified in the Law of Ukraine “On Charitable Activities and Charitable Organizations”.

3.7. The Parties agree that from the moment of acceptance of the Offer, this Agreement shall be concluded in writing in accordance with Articles 207, 639, 641 and 642 of the Civil Code of Ukraine and Articles 6 and 7 of the Law of Ukraine “On Charitable Activities and Charitable Organizations”. The parties agree that after the Offer is accepted, failure to conclude this Agreement in the form of a separate document shall not invalidate this Agreement.

3.8. The Offer shall be deemed accepted and the Agreement concluded from the date of crediting the funds to the Fund’s account. After the funds have been credited to the Foundation’s account, the charitable donation is considered irrevocable and non-refundable by the Foundation, unless such a refund is required by the legislation of Ukraine or otherwise provided for in this Offer. If a charitable donation was made to the Foundation’s account without identifying the payer and the Foundation cannot identify the Donor of the charitable donation, such charitable donation shall not be returned by the Foundation.

3.9. Expenses related to making charitable donations (transfer fees, taxes, fees, etc.) shall be borne by the Donor, if such expenses are charged to the Donor, and by the Foundation, if such expenses are charged to the Foundation. The Donor realizes and agrees that a part of his/her charitable donation may be used by the Foundation to cover the costs associated with making charitable donations, if such costs are charged by third parties by default and cannot be avoided (for example, payment system acquiring fees, bank fees, etc.).

4. RIGHTS AND OBLIGATIONS OF THE PARTIES
   4.1 The Foundation undertakes to use the funds of the Donor’s charitable donation in strict accordance with the legislation of Ukraine and only within the framework of its statutory activities.

4.2. The Foundation shall have the right to independently determine the areas of use of the charitable donation in accordance with its statutory activities and the legislation of Ukraine, unless the Donor has determined the specific purpose of his/her donation under a separate agreement with the Foundation. Thus, if the specific purpose of the charitable donation is not determined by the Donor, it is considered that the charitable donation is made for the implementation of the Foundation’s statutory activities.

4.3. The Donor agrees that, in accordance with the Law of Ukraine “On Charitable Activities and Charitable Organizations”, the Foundation may use part of the funds received from the Donors to finance its administrative expenses in the amount not exceeding the amount provided for by the Law of Ukraine “On Charitable Activities and Charitable Organizations”.

4.4. The Donor has the right to receive information about the use of his or her charitable donation. For this purpose, the Foundation shall publish reports on the Website, which shall include information on (i) the amounts of donations received by the Foundation during the reporting period and (ii) the Foundation’s expenses. At the request of the Donor, the Foundation may also confirm the intended use of the charitable donation with additional documents.

4.5. By making a charitable donation, the Donor unconditionally confirms (i) his or her legal capacity, (ii) voluntariness of the transaction, (iii) that the object of the charitable donation is not prohibited, arrested, or pledged, is not encumbered by any other rights of third parties and was not acquired in violation of the Law of Ukraine “On Prevention and Counteraction to Legalization (Laundering) of Proceeds of Crime, Terrorist Financing and Financing of Proliferation of Weapons of Mass Destruction”. The Benefactor confirms that no restrictive measures (sanctions) have been imposed against the Benefactor and/or its ultimate beneficial owners by Ukraine, foreign states, international bodies or institutions recognized by Ukraine. In case the Foundation has reasonable doubts about these statements, the Foundation has the right to request, and the Donor undertakes to provide, appropriate supporting evidence of these statements.

5. PLACE OF PUBLIC COLLECTION OF CHARITABLE DONATIONS
   5.1. The public collection of charitable donations is carried out in any country of the world, except for the Russian Federation. The Foundation’s direct activities related to the achievement of the goals set forth in the Foundation’s Charter shall be carried out in accordance with its Charter.

6. TERM OF PUBLIC COLLECTION OF CHARITABLE DONATIONS
   6.1. The public charitable donation collection under this Agreement shall be carried out throughout the entire period of the Foundation’s activity until its termination, unless otherwise determined by the decision of the competent governing bodies of the Foundation. In the cases provided for in Clause 2.4. of this Agreement, a public charitable donation shall be collected within the time limits specified in the relevant announcement of a public charitable donation for a specific purpose.
7. RESPONSIBILITY OF THE FOUNDATION
   7.1. In case of non-fulfillment or improper fulfillment of their obligations under the Offer, the Parties shall be liable in accordance with the current legislation of Ukraine and the terms of this Offer.

7.2. The Fund shall not be liable in case of actions/inactions of third parties, as a result of which the Fund could not fulfill its obligations under the Offer.

8. PROCEDURE FOR RESOLVING CASES
   8.1. Disputes and disputes arising from the performance of the Charitable Donation Agreement concluded under the terms of the Offer shall be resolved through negotiations in writing.

8.2. A claim shall be submitted to the Party in writing by sending a registered letter with acknowledgment of receipt within a period not exceeding ten (10) calendar days from the date of occurrence of the remarks that are the basis for the dispute or dispute. The claim shall be considered within 10 (ten) calendar days, calculated from the date of its delivery to the Party to which it is addressed.

8.3. If the Parties fail to reach an agreement during the negotiations in writing, the dispute shall be subject to consideration in accordance with the procedure provided for by the current legislation of Ukraine.

8.4. On all other issues not provided for in this Offer, the Parties shall be governed by the current legislation of Ukraine.

9. FORCE MAJEURE
   9.1. The Parties shall be released from liability for partial or complete failure to fulfill their obligations under this Agreement if such failure was caused by force majeure. Force majeure shall mean circumstances of extraordinary events that occurred after the signing of this Agreement and which the Parties could neither foresee nor prevent in the usual way. Such force majeure circumstances shall include floods, fires, earthquakes and other natural phenomena, as well as military actions, any decisions of the authorities and governments, as well as any other circumstances that are beyond the control of the Parties and directly impede the performance of this Agreement. In this case, the Parties understand that the Agreement is concluded during the martial law in Ukraine and force majeure will be only those circumstances that arose after the signing of the Agreement and if they make it impossible for the Parties to fulfill their contractual obligations.

9.2. In the event of non-fulfillment or partial fulfillment of obligations under this Agreement as a result of force majeure, the party affected by such circumstances shall send a written notice to the other party. Officially published regulations or letters of the Chamber of Commerce and Industry shall also be deemed to be notifications of the Parties under this Agreement.

10. CONFIDENTIALITY AND PROTECTION OF PERSONAL DATA
    10.1. The Donor, by making the Acceptance, confirms that he/she is familiarized with and agrees to the collection and processing of personal data disclosed by the Donor when making a charitable donation in order to fulfill the terms of the Agreement. Such personal data may include: name, surname and patronymic, address, place of residence, e-mail address, telephone number and (when transferring funds to the current account of the Foundation through banking institutions) bank details. The permitted types of personal data processing include their collection, registration, accumulation, storage, adaptation, modification, updating, use and dissemination (distribution, sale, transfer), depersonalization and destruction. The Foundation undertakes not to disclose the Donor’s personal data to third parties without the Donor’s permission, except in cases where such disclosure is required by government agencies or otherwise required in accordance with the laws of Ukraine. The Donor confirms that he/she has been informed of the rights established by the Law of Ukraine “On Personal Data Protection”. The scope of the Donor’s rights as a subject of personal data in accordance with the Law of Ukraine “On Personal Data Protection” is known and understood by him/her.

10.2. The Donor agrees that after entering information about himself/herself when making a charitable donation or registering on the Site, the Foundation may send letters and messages, including electronic ones, to the Donor’s e-mail address or contact phone number. In addition, if the Donor does not wish to remain anonymous when making a charitable donation, the Foundation has the right, without the consent of the Donor, to publish in its own reports, on the Website or in any media the Donor’s surname, name and patronymic or the name of the Donor as a benefactor of the Foundation.

10.3. At the same time, the Foundation undertakes not to disclose the Donor’s e-mail address and other information to third parties, except as provided for in this Agreement and the current legislation of Ukraine.

10.4. The Foundation shall not be liable for the disclosure of personal data that occurred as a result of illegal actions of third parties or if such disclosure occurred with the consent of the Donor.

11. INFORMATION ABOUT THE FOUNDATION
    11.1. Charitable organization “Victory Sky Charitable Foundation”.

11.2. Legal address: 7 Klovsky Uzviz, Kyiv, 01021,

11.3. EDRPOU code: 45109890

11.4. Sign of non-profitability: 0036 – charitable organizations from 18.03.2023

11.5. Recipient’s account in the format according to the IBAN standard UA65 380582 0000026006010333314