Public Offer Agreement

Effective Date: 11 April 2023

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PUBLIC OFFER AGREEMENT

Offer to conclude a "WE53" platform license agreement on granting right of use

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Version: 0.1

Last update: 11 April 2023

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CAREFULLY READ THIS PUBLIC OFFER AGREEMENT. IN CASE OF DISAGREEMENT WITH THE BELOW TERMS AND CONDITIONS – REFUSE TO CONCLUDE THIS PUBLIC OFFER AGREEMENT AND USE THE COMPANY’S SERVICES.

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This Public Offer Agreement (hereafter referred to as – “Offer”, “Agreement”) is an official Offer of LLP "Chargeup" (t/a as WE53), a company established under the laws of the Republic of Kazakhstan (company number 220940042409) and with registered address: 050002, Kazakhstan, Almaty city, Zhetysu district, Potanin Street, 47/26 (hereafter referred to as – “Company”; “we”; “us”), addressed to potential Users, conclude a "WE53" platform license agreement on granting right of use on the following terms and conditions.

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This Agreement is available at all times on the Mobile application and Website, but we also recommend that you download and retain a copy for your reference. 

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DEFINITIONS

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Agreement – an agreement concluded between the Company and the User on the terms set out in this Public Offer Agreement. 

User (you) – a person who has joined the Agreement and being granted an access to the “WE53” platform, as well as accepting the Power Bank for temporary use on a paid basis in accordance with the terms of the Agreement.

Company – is a person who has a sublicense to use the "WE53" platform in commercial purposes.

Power Bank Rental Station (Station) – a device that provides the issuance and reception of Power Banks to Users.

Power Bank – a portable charger (battery) for mobile devices.

"WE53" Mobile application (Mobile application) – a software program designed to register a User, search for Power Bank Rental Stations on the map, get a Power Bank for rent, manage settings and get the necessary information when using the Power Bank, and available for download through the following application stores: App Store (itunes.apple.com) and Google Play (play.google.com).

"WE53" platform – a unified software and hardware complex developed, which includes a number of interrelated objects (software and technical developments), as well as the "WE53" Mobile application, the Power Bank Rental Stations and Power Banks.

Parties - the Company and the User.

Personal Account – a closed section of "WE53" Mobile application contained the User's personal data and information about the rental and services purchased by the User.

Website – https://we53.io/ 

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1. SUBJECT

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1. The Company undertakes to provide the User, upon request, with an access to the "WE53" platform, through which the User has an opportunity to take a Power Bank for a fee for temporary use under the terms of this Agreement.
2. By making acceptance of the Offer due to the order specified in section 2 of the Offer, the User fully agrees with all the provisions of this Offer and enters into the Agreement.
3. A detailed description of the Power Bank rental process, the Agreement price, possible discounts, technical requirements for the equipment and/or software of the User who wants to use the "WE53” platform, are shown on the Mobile application. This information is an integral part of the Agreement. The User confirms that prior to the conclusion of the Agreement, he/she has read the specified information, understands its content and agrees with it. By performing the actions specified in Section 3 hereof, the User enters into an Agreement.
4. The Company has the right to involve third parties in the process of execution of the Agreement at its discretion without the User’s consent.
5. The User, who has not read the terms of the Agreement in a timely manner, assumes all risks of adverse consequences associated with this.
6. The Company grants the User a limited, revocable, non-exclusive, non-transferable license for the right to use the "WE53" platform on the territory of the Republic of Cyprus.

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2. ACCEPTANCE AND CONTRACTING OF THE OFFER

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1. The User makes acceptance of the Offer by:

• filling out the registration form in the Telegram bot or in the "WE53" Mobile application, specifying the phone number on which the call will be made for verification;
• confirming he/she owns the phone number by entering the digital code received through the phone call to the phone number specified by the User;
• accepting this Agreement and Privacy, and
• clicking the "Sign in" button.

2. Acceptance of the Offer is the totality of the User's actions described above.
3. The User guarantees that he/she provides complete and reliable information, including his/her own e-mail address, a mobile phone number registered for him/her, a bank card issued in his/her name.
4. The Company is not responsible for the User's use of the third parties' personal data, payment details (bank cards, Apple pay / Google pay accounts), and is not obliged to establish the correspondence of the User's identity and the personal and contact data provided by him.
5. In the event of disputes related to the determination of the ownership of the data specified by the User, the Company proceeds from the good faith of the User's actions to provide personal data, bank card information, phone number, of which he/she is the owner.

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3. RECEIVE, USE and RETURN OF THE POWER BANK

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Power Bank Rental Station’s search

1. Information about the Power Bank Rental Stations’ location, the work schedule of the organization where the Power Bank Rental Station is located, the presence of a Power Bank or a free cell in the Power Bank Rental Station is available to the User in the Mobile application.
2. In order to display a correct information, the User must provide stable Internet access and access to geolocation services on the device, through which the Personal Account is logged in.

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Get a Power Bank

3. To get a Power Bank, you must perform the steps listed in the instructions displayed in your Personal Account or on the Power Bank Rental Station’s screen, namely:

• enter the Station number in the appropriate field on the Station screen, or scan the QR code placed on the Station (on the Station screen);
• enter the details of the bank card through which payment for the use of the Power Bank will be made in the appropriate field on the bank card data entry screen by selecting this payment method on the payment method selection screen;
• wait for the response of the Station;
• pick up the Power Bank in the opened cell.

The Company is not responsible for the correctness of the User’s entered data: the Station number, bank card details, or for the transfer of bank card details by the User to third parties (e. g. to help fill out bank card details in a Mobile application or for other purposes). If, due to a User's error while entering the number of the Station, the Power Bank is unlocked in a different Station than the one selected by the User, the User is liable under section 7 of the Agreement for loss, damage to the Power Bank issued in a different Station other than the one, in which the User wanted to receive.

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4. Upon receiving the Power Bank from the Power Bank Rental Station, the User must make sure within 5 (five) minutes that:

• the charging indicator is active (a green light bulb (on the wide edge of the Power Bank) or a white stripe is on (on the narrow edge of the Power Bank);
• integrity of the Power Bank shell and connector;
• the presence and integrity of external Power Bank cables with USB Type-C, Micro USB and Lightning connectors;
• The Power Bank and its structural elements do not have external structural damage that cannot occur with proper use of the Power Bank according to clause 3.13. of the Agreement;
• on the outer shell of the Power Bank there are no inscriptions, images and graffiti applied on top of the mandatory markings and typewritten inscriptions and images identifying the characteristics and the Power Bank itself as such, as defined in the Agreement, as well as indicating the Application "WE53";
• The Power Bank is properly equipped and serviceable.

5. In case of detection of the shortcomings in the Power Bank specified in clause 3.4. of the Agreement, the User is obliged immediately to send a photo of such shortcomings to the Company's Support Service via the Mobile application, and then return the Power Bank to the Power Bank Rental Station. In this case, the User has the right to take another Power Bank from the Power Bank Rental Station. If the User has not reported about the shortcomings in the Power Bank to the Company's Support Service within 10 minutes after receiving of the Power Bank, the Power Bank is considered suitable for use and the period of use is subject to payment. In case of non-fulfillment of the specified obligation, the User does not have the right to refer to the fact that such shortcomings arose before the User started using the Power Bank. The User assumes all risks in case of detection of shortcomings in the Power Bank by the next User or Company. Penalties specified in Section 7 of the Agreement may be applied to the User who violated the specified obligation from the moment such deficiencies are discovered by the Company or other Users.
6. The term of use (lease) of the Power Bank is calculated from the moment the User receives the Power Bank and ends, when the Power Bank is returned to the Company's Power Bank Rental Station or by closing the order through the Support Service. The moment of return of the Power Bank to the Power Bank Rental Station is determined in accordance with the section "Return of the Power Bank" of the Agreement.

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Use of the Power Bank

7. The User is obliged to use the Power Bank in exact accordance with its purpose and not to make any constructive or other changes to the Power Bank, not to transfer the Power Bank to third parties for use.
8. The Power Bank has several connector options for different models of mobile devices. The User independently selects the right connector for supplying electricity to the mobile device.
9. If the charging indicator goes out completely or turns red while charging the mobile device, it means that the Power Bank needs to charge.
10. When connecting the Power Bank to a mobile device, the latter uses the Power Bank's electricity first.
11. After the mobile device is fully charged, it is necessary to disconnect the Power Bank in a timely manner to prevent malfunctions.

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Safety measures when using the Power Bank

12. The Power Bank contains a foundry polymer battery.
13. It is strictly prohibited to:

1. remove the outer shell of the Power Bank,
2. disassemble the Power Bank,
3. squeeze the Power Bank,
4. pierce the Power Bank,
5. use the Power Bank in water and/or in contact with other liquids,
6. place the Power Bank in water,
7. place the Power Bank in fire,
8. place the Power Bank in places with a temperature above 60°C (140°F) (sauna/infrared sauna);
9. eat;
10. connect more than two mobile devices to the Power Bank at the same time.

14. The Company hereby notifies, and the User understands and agrees that improper use / misuse of the Power Bank may cause danger to the life and health of the User, third parties, animals, environmental pollution. The User understands and agrees that he/she is notified of the safety measures when using the Power Bank and is solely responsible for his/her actions.
15. After using the Power Bank, the User is obliged to return it in technically sound condition to any Power Bank Rental Station of the Company marked as available for the Power Bank’s return in the Mobile application and having free cells for placing the Power Bank. The User does not have the right to return the Power Bank to the Power Bank Rental Station, which is not marked in the Mobile application as available for the Power Bank’s return, or does not have free cells for placing the Power Bank.

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Return of the Power Bank

16. The User returns the Power Bank that was received by the User for the corresponding order. The number of the Power Banks returned by the User must match the number of the Power Bank that he/she received. To return the Power Bank, you need to find a Power Bank Rental Station with a free cell.
17. Directly near the Power Bank Rental Station, it is necessary to prepare the Power Bank for return (put the connectors in the appropriate slots, make sure that the Power Bank housing is not damaged).
18. Then, you need to go to the "WE53" Mobile application and on the rental screen, which contains information about when the current tariff ends, the User's order number and the conditions of the next tariff, click the "Take Charger" button. The screen "Point the scanner at the QR code of the Station" will appear. The User scans the QR code of the Station. The number is placed on the central part of the Station. After that, the User can put the Power Bank in one of the cells of the Station. It is necessary to wait for the response in the "WE53" Mobile application with a message about the return of the Power Bank.

In case of failures, when, with proper fulfillment of the requirements for the return of the Power Bank by the User specified in this paragraph, the User does not receive a response from the Mobile application, he/she needs to contact the Support Service, report the incident, specifying the number of the Station and act in accordance with the instructions of the representative of the Company. The number for contacting the Support Service is specified in the Mobile application.

19. The rental period is considered over, and the Power Bank is considered returned at the time of the following message received in the Mobile application: "Thank you! The Power Bank has been successfully returned." From the moment the Power Bank is put into the Station until the information is processed by the system and the appearance of the indicated inscription about the successful return of the Power Bank, it may take from a few seconds to 3 minutes. The specified time for processing the return of the Power Bank is included in the rental period by the User and is subject to payment according to the Power Bank rental rate selected by the User.
20. If the User returns the Power Bank, but the Station does not detect it (the message "Thank you! The Power Bank has been successfully returned" is not displayed for more than 3 minutes), the User is obliged to inform the Support Service and act in accordance with the instructions of the Company's representative. The time of completion of the lease and the return of the Power Bank are determined by the Support Service based on the actual circumstances.
21. If the problem with the return arose due to damage or loss of the Power Bank, the User is responsible according to the terms of the Agreement.
22. In case of damage or loss of the Power Bank, the User is obliged to inform the Support Service about it. Until the moment of notification to the Support Service about the incident, the order is active and is subject to payment by the User in accordance with section 4 of the Agreement. In case of damage or loss of the Power Bank by the User, the Company also has the right to deduct a fine from the User's bank card in the amount established in accordance with Section 7 of the Agreement.
23. If the User decides to purchase a Power Bank for further personal use, he/she must contact the Support Service for information on further actions and suspension of the funds’ deductions for using the Power Bank.
24. If the User returns a Power Bank other than the one previously received by order (with a different Power Bank number), the User's order will be considered valid until the return of the received Power Bank.

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4. AGREEMENT PRICE and PAYMENT PROCEDURE 

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1. The Agreement price is set in the form of a license fee and the cost of using the Power Bank for the time interval selected by the User in accordance with the rate set for the corresponding Power Bank Rental Station and displayed in the Mobile application. The Agreement price includes VAT.
2. The license fee for access to the "WE53" platform is 80% of the amount paid by the User at the appropriate rate.
3. The exact cost of a minute / half hour / hour / day / week / month / six months / year or other time interval determined by the rate is indicated in the "WE53" Mobile application / on the Power Bank Rental Station. The Company has the right to set the maximum Agreement price.
4. Upon acceptance of the Offer in accordance with clause 2 of the Agreement, the User expresses his unconditional consent to the sending by the Company of orders, requests, demands to the User's bank, as well as to the non-acceptance deduction of funds constituting the license fee, lease payments, fines and other payments stipulated by the Agreement.
5. The Company has the right to verify the validity of the User's bank card by freezing/unfreezing the funds on the bank card account in the amount not exceeding the cost of the Power Bank specified in clause 7.2. of the Agreement. 

If the User takes the Power Bank in a Power Bank Rental Station with a free trial period of use and returns the Power Bank without damage before the expiration of the specified trial period, then funds are not debited from the User's bank card. 

If the Power Bank was returned before the end of the set free trial period, however, the Power Bank Rental Station was detecting the returned Power Bank for more than 1-3 minutes, and funds were debited from the User's bank card, the Company returns the debited funds to the same bank card of the User.

The Company has the right to refuse to issue a Power Bank to the User in the absence of funds necessary for card validation. 

All payments under the Agreement are made by debiting funds from the User's bank card, the details of which are specified by the User in the Mobile application. Such payments do not require additional confirmation from the User.

6. In order to guarantee a payment of the license fee, as well as rent, the Company has the right to block an amount of up to EUR20 on the User's card at the time of receiving the Power Bank by the User. The Company removes the block after the full payment of the license fee and rent by the User, and the funds remain on the User's bank card.
7. Payment can be made via bank cards issued by the payment processing networks (Visa, MasterCard, etc.) specified in the User's Personal Account and/or on the Mobile application. 
8. If the User does not provide the correct bank card details with a positive balance at the time of the start of using the Power Bank, the Company has the right to refuse to provide the Power Bank to the User or to issue the Power Bank with the subsequent deduction of the debt from the User's bank card.
9. Payment for the use of the Power Bank shall be made in advance.
10. In the “WE53” Mobile application, the time counter displays at what time the next payment will be debited and the amount to be paid.
11. After the debiting funds from the User's bank card, a payment confirmation document will be available in the Mobile application or will be sent to the User to the email address specified by the User in the Mobile application.
12. If the payment cannot be debited due to insufficient funds on the bank card, incorrect entry of bank card details, expiration of the bank card, or other reasons, the Company notifies the User about this through a message in the Personal Account, e-mail. The Company has the right to inform the User about the need to pay the arrears for using the Power Bank using the phone number provided during the registration at the “WE53” platform.
13. The User is charged for the use of the Power Bank until the return of the Power Bank, in the amount specified in clause 7.4. of this Agreement.
14. The Company has the right to debit the amount of accrued debt from the User's bank card at the time the User eliminates the facts preventing the funds from being debited, as well as at any time before the User returns the Power Bank.
15. If the User does not remove the obstacles to payment within 24 hours from the moment of notifying the User of the impossibility of debiting the payment, the Company has the right to terminate the Agreement by blocking the User's access to the Mobile application and limiting the possibility of later obtaining another Power Bank.
16. If the User returns the Power Bank before the end of the paid time of use, there is no refund for the unused rental period. 
17. The Company has the right at its discretion to choose the third parties for the provision of the payments processing services.  

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5. TERMS OF THE AGREEMENT

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1. The Agreement is concluded for an indefinite period.
2. The term of the Agreement (the term of continuous use of one Power Bank) is determined by the moment of return of the Power Bank or closing of the order through contacting the Support Service.
3. The loss of the Power Bank by the User is a violation of the Agreement, and the Company has the right to terminate the Agreement by blocking the User's access to the Mobile application and apply liability measures stipulated by the Agreement.

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6. PERSONAL DATA PROCESSING 

1. Users’ personal data are processed by the Company in compliance with the principles and rules of the Regulation (EU) 2016/679 (General Data Protection Regulation), taking into account the necessity to ensure the protection of personal data holders’ rights and freedoms. 
2. Our Privacy Policy is a legal statement explaining how the Company collects, handles, processes, and respects its users' personal data on the Website or Mobile application. 

Privacy Policy is available at all times on the Mobile application and our Website in the "Legal Documents" section. 

3. If you have any questions about the Privacy Policy, including any requests to exercise your legal rights, please e-mail us [email protected].

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7. OTHER RIGHTS AND OBLIGATIONS OF THE PARTIES

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1. The User can specify the email address independently in the Mobile application.
2. In case of loss of access to the Mobile application or if there are reasons to believe that a third party has obtained access to the Mobile application, the User is obliged to contact the Support Service by phone or email with a request to block access to his/her Personal Account. The risks associated with non-fulfillment of this obligation are borne by the User.
3. The User is obliged immediately to (no later than one calendar day) inform the Company about the loss and/or damage to the Power Bank. In case of non-fulfillment of this obligation, the Company has the right to demand from the User to reimburse the cost of the Power Bank, regardless of the reasons and circumstances of its loss or damage.
4. The Company has the right, in case of violation by the User of the Agreement to terminate the Agreement by blocking the User's access to the Personal Account or, at its discretion, limit the possibility of obtaining another Power Bank.
5. The Company has the right to assign its rights to collect debts from the User to any third parties without the User's additional consent.
6. The Company reserves the right to terminate the provision of services and block the possibility of receiving services in the future to the User who has made threats or offensive statements to the employees of the Company.

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8. LIABILITY OF THE PARTIES

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8.1.   In case of non-fulfillment or improper fulfillment by the User of the obligations to pay for the use of the Power Bank, the Company has the right to deduct a penalty in the amount of 0.1% of the debt amount for each day of delay from the User's bank card.

8.2.   In case of damage or loss of the Power Bank, changes in the appearance / design of the Power Bank, including pasting with stickers, the User is obliged to pay, and the Company has the right to deduct a penalty in the amount of the cost of the Power Bank of EUR60 from the User's bank card.

8.3.   When the User uses the Power Bank for entrepreneurial or other commercial purposes the Company has the right to deduct a penalty of EUR100 from the User's bank card.

8.4.   If the rental period of the Power Bank has expired, and the Power Bank has not been returned by the User, then after 12 calendar days the Company deducts from the User's bank card the cost of the Power Bank in the amount of EUR60 and the rental fee for 12 calendar days, and closes the order.

8.5.   The Company is not liable for damage caused to the property and health of the User and/or other third parties and for any other consequences if the User uses the Power Bank in a faulty condition or if the User does not comply with the Safety measures specified in the Agreement.

8.6.   By accepting the terms of the Offer and receiving the Power Bank, the User guarantees that he/she is the bona fide owner of the phone number, bank card used by him/her. The User assumes the risks of using bank card details, telephone numbers not issued/registered in his/her name, as well as the compensation for possible losses incurred by the bona fide owner and Company.

8.7.   By accepting the terms of the Offer and receiving the Power Bank, the User agrees and authorizes the Company to deduct funds from the User's bank card in accordance with this section “8. Responsibility of the parties” in case of violation by the User of the terms of this Offer.

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9. VARIATION

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1. The Company has the right to make changes/additions to the terms of the Agreement unilaterally without any special notification. This Agreement is an official document. The latest version of the Agreement is available at all times on the Mobile application and our Website in the "Legal Documents" section. The Company recommends you regularly check the terms of this Agreement for changes and/or additions. The placement of the amended version of the Agreement, as well as the new version of the Agreement, is an offer to the User to change the terms of the Agreement.
2. If the User performs the actions necessary to receive the Power Bank for use during the validity of the new version / or the new terms of the Agreement, as well as continues to use the Power Bank received before the publication of the new version of the Agreement / amendments to the previously valid version of the Agreement, such actions are consent (acceptance) of the User with the changes proposed by the Company.

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10. COMPLAINTS

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1. If you feel dissatisfied with any aspect of our service, then in the first instance please contact us at [email protected] or via Customer Service. We will immediately carry out an investigation of your complaint and will provide a written response within 15 (fifteen) days from the date of its receipt. 

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11. DISPUTES RESOLUTION

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1. The Parties will make efforts to resolve all disputes that may arise on the Agreement through negotiations. Any Party may begin negotiations after providing written notification to the other Party of its intention to begin such negotiations. All claims under this Agreement must be considered by the Parties within 15 (fifteen) days from the date of their receipt.

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12. GOVERNING LAW. JURISDICTION

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2. This Agreement shall be construed in accordance with the laws of the Republic of Cyprus and all disputes, claims or proceedings between the Parties relating to the validity, construction or performance of this Agreement shall be subject to the exclusive jurisdiction of the Courts of the Republic of Cyprus.

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