Public offer agreement

This Agreement is a public Agreement, and the conditions set out below constitute an offer (a proposal) by ООО «GIGALAB», registered at 140160, Uzbekistan, Samarkand, S. Bukhoriy St. 15/15, hereinafter the “Provider”, to any individual or legal entity, hereinafter the Customer, who accepts these conditions of the Agreement.

The Provider’s offer is deemed accepted by the Customer, and the Agreement is deemed concluded and in force, once the Customer has registered an Account on the Site and received the Authorisation data.

Terms

Site — the Internet site available at https://workpan.com, through which access to the “WORKPAN” Service is provided.

Account Domain — a third-level domain of the form https://account_name.workpan.com, where account_name is the name granted to the Customer within the Account for the duration of the use of the Services.

Service — a hardware and software complex allowing the Customer to work collaboratively with other users registered in the Service.

Informational materials — any textual, graphic, audio, video and mixed materials of an informational nature.

Authentication data — the data required to identify the user and to use the Service, consisting of a Login — a unique identifier in the form of text — and a Password — a set of characters protecting access to the Customer’s Account from unauthorised access by third parties.

Plan or Subscription — a detailed list of options, their characteristics and cost.

Account — the combination of the Authorisation data, the Account Domain and the Customer’s Informational materials, stored and processed in the Provider’s hardware and software complexes.

Account Owner — the person who initiated the creation of the Account in the Service, or the person to whom the rights of the Account Owner were transferred by the previous Account Owner.

User — a person who has been granted the right to use the Account in the Service by the Account Owner or by a person authorised by them.

1. Subject of the agreement

1.1. The Provider undertakes to provide the Customer with Services in the form of access to the Site and its “WORKPAN” Service (hereinafter the “Services”), according to the Plan chosen by the Customer.

1.2. The Services begin to be provided to the Customer from the moment the Customer’s Account is registered on the Site and the Authentication data is received.

1.3. The Customer has the right to use the Services without paying for them for 30 days from the moment the Customer’s Account is registered. After that period the Customer must pay the cost of the Services according to the Plan they have chosen in order to continue using the Services.

The Service may provide a free Plan with limited resources and functionality.

Should the Customer choose a paid Subscription and subsequently fail to pay for the Services, access to them is restricted under the conditions of the Agreement set out below.

1.4. The Services are provided and received by the Parties over the Internet.

1.5. The list of Services does not include providing the opportunity to use the Services at the Provider’s office, configuring and/or diagnosing the Customer’s equipment and software, either at the Provider’s office or with a visit to the Customer, nor training in Internet skills.

2. Conditions for registering an Account and using domain names

2.1. The Customer has no right to lease, sell or in any other way provide the Account Domain into permanent or temporary, paid or free possession and/or use by third parties (except for Users registered within the Account).

The Account Domain provided to the Customer for the time they use the Services belongs to the Provider throughout the term of the Agreement and after it ends.

2.2. The Account Domain is provided if, at the moment of provision, such a domain name is free and if generally accepted moral and ethical norms are not violated by registering such a name;

2.3. The rights to use the Account Domain are granted to the Customer only for the period during which the Customer uses the Services, provided those Services are paid for.

2.4. After the Agreement ends, the Provider has the right to give the Account Domain used by the Customer to another customer (a person using the Provider’s Services).

3. Rights and obligations of the Parties

3.1. Obligations of the Customer:

3.1.1. To pay for the Provider’s Services in a timely manner and in full, in accordance with the chosen Plan.

3.1.2. To ensure, by their own efforts and means, their access to the Internet and the availability of the equipment necessary for that.

3.1.3. To fully observe and comply with the conditions of the Agreement and of other agreements governing the use of the Services, the Service and the Site.

3.2. Obligations of the Provider:

3.2.1. To provide the Services to the Customer with quality, in a timely manner and in full.

3.2.2. To warn the Customer no later than 24 hours (twenty-four hours) in advance about maintenance and repair work affecting the availability of the Services used, by sending the corresponding warning to the Customer’s email address or through the Service’s internal notification system.

3.2.3. To keep the Customer’s data confidential, guided by the “Confidentiality Agreement”, clause 8.4 of this Agreement and applicable law.

3.2.4. To inform the Customer in a timely manner about changes in the conditions on which the Services are provided, by publishing such information on the Site and/or by sending it to the Customer’s email address.

3.3. Rights of the Customer:

3.3.1. To require the Provider to provide the Services in a timely manner and with quality, in accordance with the conditions of this Agreement.

3.3.2. To receive from the Provider, in a timely manner and in full, information (including by email) regarding the quality, cost and procedure for providing the Services. Consultation on the procedure for using the Site and the Services is provided by the Provider exclusively by email.

3.4. Rights of the Provider:

3.4.1. In case of late payment for the Services, and also in case the Customer breaches the conditions of the Agreement and/or of the agreements governing the procedure for using the Services, the Site and the Services (the “Terms of use”, the “Confidentiality Agreement”, etc.) and/or breaches applicable law, the Provider has the right to reduce the list of Services or suspend the provision of Services to the Customer by blocking the Customer’s access to the Account, the Site and/or the Service.

The Provider notifies the Customer by email 7 (seven) business days (or within another period) before such restrictions and blocking take effect, stating the reason for such blocking and, where possible, the conditions under which access will be restored. Should the provision of the Services be terminated for the reasons stated in this clause, the Customer pays for the Services actually rendered.

3.4.2. After 60 (sixty) calendar days from the moment the Customer’s access to the Account is blocked, the Provider has the right to destroy the Customer’s Account and the Customer’s Informational materials stored in it.

3.4.3. Where the Customer’s requirements for the functional, hardware and other resources provided within the Services are increased, the Provider reserves the right to propose that the Customer switch to another Plan.

3.4.4. The Provider has the right to engage third parties to fulfil its obligations under this Agreement. The Provider remains responsible for the quality of the Services provided, subject to the limitations of liability set out in this Agreement.

4. Cost of the services and settlement procedure

4.1. The cost of the Services according to the Plan chosen by the Customer at the moment the Agreement is concluded is stated on the “Pricing” page of the Site.

4.2. The minimum period for providing the Services to a Customer that is a legal entity and pays for the Services by bank transfer is 6 (six) months. Accordingly, the minimum payment by such a Customer must be no less than the six-month cost of the Services. The Provider begins providing the Services only after receiving full payment for that period.

4.3. The Customer pays for the Services by transferring funds to the Provider’s accounts through the “Service subscription” section of the Service’s web page.

4.4. The Service may provide a free plan with limited resources and functionality. The Account Owner may move between plans, including downgrading, up to switching from a paid to a free plan. When switching to another Plan, a new Subscription is issued, with the funds unused under the previous Subscription credited towards payment. Switching to a lower plan is only possible if the remainder of the funds unused under the previous Subscription is less than or equal to the cost of the new Subscription.

4.5. Switching to a lower plan may require giving up part of the resources used previously. The Account Owner performs this by specifying the particular resources in the interface designed for that purpose. Until that choice is made, the switch to the lower plan will not be carried out.

4.6. If payment for the next period of using the Service is not made, access to the Account is automatically restricted for all users except the Account Owner.

4.7. Funds paid for the use of the Service are non-refundable, including when switching to a lower plan and/or when refusing further use of the Service.

4.8. The Customer must keep track of the end of the paid Subscription to the service themselves. The Service automatically notifies the Customer about the end of the Subscription period 7 (seven) calendar days in advance by sending an electronic message to the Customer’s email address.

4.9. The Provider has the right to unilaterally change the cost of the Services and the Plans.

The changed cost of the Services and the Plans take effect from the date stated in the Provider’s notification by email, but no earlier than 30 (thirty) calendar days from the moment such a notification is sent to the Customer. A change in the cost of the Services and the Plans does not apply to Services already paid for by the Customer.

4.10. Should the Customer disagree with a change in the cost of the Services and/or the Plans, the Customer must notify the Provider of their disagreement by email within 7 (seven) days from the moment the Provider sent the information about the changes. If the Parties do not reach agreement on changes to the conditions of the Agreement, the Agreement is deemed terminated.

4.11. When making a payment, the Customer must state in the payment document their Plan and the name of their Account, granted to them at registration. If the purpose of a payment made by the Customer and credited to the Provider’s settlement account does not state the Customer’s Account, the Provider has the right not to provide the Services until the Customer confirms that payment against a particular Account.

4.12. The Services are deemed paid for the Account stated in the purpose of the payment, regardless of who made the payment.

4.13. The Customer bears sole responsibility for the correctness of the payments they make. Should the Provider’s bank details change, the new details may be brought to the Customer’s attention by sending the corresponding notification by email. From the moment the Provider sends a notification by email about the change of payment details, the Customer bears sole responsibility for payments made using the outdated bank details.

4.14. The date of payment for a Service is deemed to be the date the funds are credited to the Provider’s current settlement account.

4.15. If payment for the chosen Subscription is late, the Customer must pay for the Services for the settlement period chosen by the Customer according to their Plan within 5 (five) business days.

4.16. For 60 (sixty) calendar days from the moment operation ceases, the Customer’s Account and the Informational materials stored in it are retained for the Customer. After that period, the Provider has the right to destroy the Customer’s Account and the Customer’s Informational materials stored in it.

4.17. Should the Customer not use the Services due to circumstances beyond the Provider’s control (the Customer having no need for the Services, or being unable to receive the Services because of technical problems with equipment and communication services on the Customer’s side), or should the Customer terminate the Agreement early, and also should the Account be blocked on the basis of clause 3.4.1 of the Agreement, the cost of the Services paid for by the Customer is not refunded.

4.18. Where the Customer is unable to use the Services for reasons attributable to the Provider, and provided that the Customer duly performs their obligations under the Agreement, the Provider does not charge for the time during which the Services were not provided.

5. Liability of the Parties

5.1. The Parties understand the specifics of processing and transferring data over the Internet and therefore agree that the Provider is not liable for the inability to provide the Services for reasons beyond its control, including but not limited to the following: as a result of failures in the operation of third parties’ hardware and software complexes and/or data transfer channels not belonging to the Provider.

5.2. The Provider is not liable for any losses or lost profit associated with the Customer’s use of the Services.

5.3. The Provider is not liable for the content of any data and Informational materials created, processed, transferred and received by the Customer or by other users of the Site, and does not compensate any losses caused by such data, its content or its use.

5.4. If the Customer becomes aware that any other person has breached the conditions of this Agreement, of the User agreement on the use of the Site, of the Confidentiality Agreement or of any other agreement with the Provider, the Customer must immediately notify the Provider of such breaches and take the necessary measures, within their competence, to stop them.

5.5. Should the Services not be rendered, or be rendered with inadequate quality, the Provider pays the Customer a penalty of 10% of the cost of the Services for the corresponding month for each instance of such a breach. Penalties are paid exclusively by deducting the amount of the penalties from the cost of the Services for the next reporting period.

5.6. If the period of breach in rendering the Services exceeds 15 (fifteen) calendar days, the Customer has the right to terminate this Agreement unilaterally and to demand a refund of the cost of the Services not rendered or rendered improperly. The Customer retains the right to recover penalties under clause 5.5 of the Agreement.

5.7. The Customer is responsible for keeping their Authorisation data safe and for documented losses caused to the Provider as a result of authorised or unauthorised obtaining and use of the Customer’s Authorisation data by anyone.

6. Dispute resolution procedure

6.1. All disagreements between the Parties regarding the performance of this Agreement are resolved through negotiations between the Parties. The Parties establish a mandatory pre-trial form of dispute settlement by filing a claim in accordance with the applicable law of the Republic of Uzbekistan.

6.2. The Provider accepts for consideration only those claims regarding the Services that are made by the Customer in writing and within the limitation periods established by the applicable law of the Republic of Uzbekistan. The period for considering the Customer’s claims is no more than 30 (thirty) calendar days from the moment the Provider receives it.

6.3. In order to resolve technical questions, when determining the Customer’s fault as a result of their unlawful actions while using the Services, the Site, the Account and/or the Internet, the Provider has the right to engage competent organisations as experts on its own.

6.4. The Parties have agreed that, when disputes are considered, the Parties have the right to submit as evidence printouts of emails with the technical service information (headers) preserved in them. If the technical service information (headers) is absent, such a letter is not evidence. The authenticity of the headers of an email is confirmed by independent experts or by the Internet Service Provider through which the corresponding email was sent.

6.5. If disputes cannot be settled through negotiations, they are considered by the relevant court of the Republic of Uzbekistan.

6.6. On all matters not governed by the Agreement, the Parties will be guided by the applicable law of the Republic of Uzbekistan.

7. Term of the agreement

7.1. The Agreement comes into force from the moment the Customer registers an Account on the Site and remains in effect for the whole period during which the Provider provides the Services and the Customer pays for them, but in any case until the Parties have fully performed their obligations under the Agreement.

7.2. The Agreement also terminates in the event of:

7.2.1. termination of the Agreement by agreement of the Parties;

7.2.2. the Customer’s refusal of the Services, of which they must notify the Provider 5 (five) calendar days before the date the Agreement terminates, by sending a message to the Provider’s email address;

7.2.3. the Provider’s refusal to provide the Services upon expiry of the term of the Agreement, by sending a notification of termination of the Agreement to the Customer no later than 30 (thirty) days before the term of the Agreement expires;

7.2.4. at the initiative of one of the Parties in case of a gross and/or systematic breach by the other Party of the conditions of the Agreement;

8. Additional conditions

8.1. The Customer confirms that at the moment the Agreement is concluded they have read and fully agree, when using the Services and the Site, to comply with the conditions of the Confidentiality Agreement.

8.2. The Parties have established that the titles of the chapters (articles) of the Agreement serve solely for the convenience of using the text of the Agreement and have no literal legal interpretation.

8.3. A Party whose contact details have changed (postal address, legal address, telephone, bank details, list of contact persons and other data that may affect the performance of the conditions of the Agreement) must inform the other Party about this within 15 days from the moment of such changes.

8.4. Each of the Parties must ensure the confidentiality of technical, commercial or other information received while performing the Agreement that is valuable because it is unknown to other persons, and must take measures not to disclose such information. Should the Agreement be terminated, transferring the said information to third parties, publishing it or disclosing it in any other way is possible only with the written permission of the other Party, regardless of the reasons for and the time of termination of the Agreement.

8.5. The Parties are released from liability for partial or complete non-performance of obligations under this Agreement if that non-performance was the result of force majeure circumstances that arose after the Agreement was concluded as a result of events of an extraordinary nature which the parties could neither foresee nor prevent by reasonable measures. The Parties undertake to inform each other within 3 days from the moment such circumstances occur.