PUBLIC OFFER AGREEMENT

for the provision of services and the sale of software products

Individual Entrepreneur Franco Volodymyr Anatoliiovych (hereinafter referred to as the Contractor (Seller)), owner of the celena.io service (hereinafter referred to as the Service), offers an unlimited number of individuals and legal entities to conclude an agreement for the provision of services and the sale of software products, by publishing this Offer Agreement (hereinafter referred to as the Agreement).

According to Article 633 of the Civil Code of Ukraine, this Agreement is a public offer, and its terms are the same for all Customers (Buyers).

Terms Used in This Offer Agreement

CMS (Content Management System) - a website management program created by the Contractor (Seller), containing ready-made templates for its structure, a set of features for design, and website content management.

Website – the website of the Contractor (Seller), located on the Internet at https://celena.io/.

Customer (Buyer) – an individual or legal entity registered on the Website and has received services or software products (paid or free).

Planned Maintenance – a set of technical operations performed by the Contractor (Seller) during a designated period necessary for the quality provision of services and maintaining the functionality of the CMS and the Website.

Emergency Maintenance – a set of technical operations performed by the Contractor (Seller) outside of planned maintenance to eliminate causes affecting the services provided to the Customer (Buyer). Such works may be required due to the installation of critical updates, patches, replacement of equipment, or performing other urgent actions necessary to ensure the functionality of the Website.

1. SUBJECT OF THE AGREEMENT AND GENERAL PROVISIONS

1.1. In accordance with the terms of this Agreement, the Contractor (Seller) provides services for the development and technical support of websites by creating and providing access to the CMS, which is hosted on the Internet at https://celena.io/ (hereinafter referred to as the Services). Additionally, the Contractor sells plugins, modules, and templates for the CMS (hereinafter referred to as the Goods), and the Customer (Buyer) agrees to pay for the Goods according to the terms of this Agreement.

1.2. This Agreement is publicly accessible to an unlimited number of people by its placement (publication) on the Website.

1.3. According to Article 642 of the Civil Code of Ukraine, the installation of the CMS by the Customer (Buyer) or the payment for the Goods constitutes full and unconditional acceptance of all the terms of this Offer Agreement (acceptance of the offer).

1.4. The Agreement becomes effective from the moment of installation of the CMS by the Customer (Buyer) or upon payment for the Goods.

1.5. Each Party guarantees to the other Party that it possesses the full legal capacity and all the necessary rights and authorizations to enter into and fulfill the terms of this Agreement.

2. PROCEDURE FOR THE PROVISION OF SERVICES

2.1. To receive Services under this Agreement, the Customer (Buyer) must download the CMS from the Website and install the software module. To purchase Goods, the Customer (Buyer) must select the desired plugin, module, or template and make the payment. After payment, the Customer (Buyer) receives access to the purchased Goods and can install them on their own website.

2.2. The Contractor (Seller) has posted both paid and free Goods on the Website.

2.3. Receiving services and purchasing Goods under this Agreement is possible both with and without registration on the Website.

2.4. The Contractor (Seller) provides constant updates to the CMS, plugins, modules, and templates.

2.5. In case of any questions or issues, the Contractor (Seller) provides technical support to the Customer (Buyer).

3. COST OF SERVICES AND GOODS. PAYMENT PROCEDURE

3.1. Access to the CMS on the Website is provided free of charge.

3.2. The cost of Goods posted on the Website is specified in the Ukrainian hryvnia equivalent to the US dollar. In case of changes in the US dollar exchange rate, the price of the Goods in hryvnias is determined according to the exchange rate of PJSC "Privatbank" at the time of payment.

3.3. To purchase Goods, the Customer (Buyer) must make a prepayment of 100% to the Contractor (Seller).

3.4. Payment for the Goods is made in a non-cash form via payment systems. To pay, the Customer (Buyer) should select the desired Goods on the Website and click the "Purchase" button, after which they will be redirected to the payment system, where they can pay using Visa or Mastercard. In such a case, the payment is additionally regulated by the rules of the payment service and the bank of the Customer (Buyer) and the Contractor (Seller). The Contractor (Seller) does not process bank card transactions. In case of errors or refusal, the Customer (Buyer) should contact the bank or the payment system representative through which the payment was made.

3.5. The cost of Goods does not include fees charged by banks or payment systems for the payment process. Such fees are paid by the Customer (Buyer) separately.

3.6. Any payment made on behalf of the Customer (Buyer) using their personal data and payment means is considered to have been made by the Customer (Buyer).

3.7. The Contractor (Seller) has the right to unilaterally change the cost of the Goods and introduce any paid services by posting them on the Website and making changes to this Agreement.

3.8. The Customer independently bears responsibility for the correctness of the payments made.

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1. Rights of the Customer (Buyer)

4.1.1. The Customer (Buyer) has the right to receive quality Services and Goods in accordance with the terms of this Agreement.

4.1.2. Purchase any Goods posted on the Website of the Contractor (Seller).

4.1.3. In the event of any questions or malfunctions, contact the Contractor (Seller) to receive technical support.

4.2. Obligations of the Customer (Buyer)

4.2.1. Review the terms of this Agreement, the list of Services and the procedure for their provision, the list of Goods, their cost, and the payment procedure before accepting the offer.

4.2.2. Pay for the Goods in accordance with the prices indicated on the Website.

4.2.3. Not perform any actions, intentional or unintentional, that disrupt the functioning of the software or Website of the Contractor (Seller).

4.2.4. Not use the Services and Goods provided by the Contractor (Seller) for activities that violate national or international law. The Services and Goods provided under this Agreement cannot be used to advertise, sell, or otherwise distribute goods and services whose circulation is directly or indirectly prohibited or restricted by law.

4.2.5. Independently monitor changes to the terms of the Agreement on the Website of the Contractor (Seller).

4.3. Rights of the Contractor (Seller)

4.3.1. The Contractor (Seller) has the right to receive payment for the Goods according to the price on the Website and the terms of this Agreement.

4.3.2. Modify the Website or change the prices of the Goods at their discretion.

4.3.3. Make changes to this Offer Agreement. The Customer (Buyer) is considered informed about the changes to the Agreement from the moment of the first payment after the revised Agreement is posted.

4.4. Obligations of the Contractor (Seller)

4.4.1. Provide the Customer with quality Services and Goods in accordance with the terms of this Agreement.

4.4.2. Provide the Customer (Buyer) with feedback and technical support regarding the purchased Goods. The Contractor (Seller) may refuse a technical support request if changes or support cannot be provided due to technical limitations of the Goods.

The Contractor (Seller) is not obligated to provide technical support for free Services. If such support is provided, it is done at the discretion of the Contractor or for an additional fee agreed upon with the Customer (Buyer).

4.4.3. Ensure the safe collection, processing, and storage of the Customer's (Buyer's) personal data in accordance with legal requirements.

4.4.4. Due to the specific nature of the Services and Goods, the Contractor (Seller) does not guarantee that the CMS or Goods will work uninterruptedly or without errors, and commits to correcting any errors reported by the Customer (Buyer) as quickly as possible.

If the CMS code is modified by the Customer (Buyer) or by third parties on their behalf after being downloaded from the Website, the Contractor (Seller) is not responsible for the further operation of the CMS.

5. CONFIDENTIALITY

5.1. By paying for the Goods, the Customer (Buyer) automatically consents to the collection, storage, processing, use, and disclosure of their personal data in accordance with the Laws of Ukraine "On Personal Data Protection," "On Consumer Rights Protection," and "On Information Security in Information and Telecommunications Systems."

5.2. The Contractor (Seller) undertakes not to disclose or transfer the personal data of the Customer (Buyer) for review or use by third parties without the prior written consent of the Customer (Buyer).

5.3. The relationships between the parties to this Agreement regarding confidentiality are governed by the Privacy Policy posted on the Website and which forms an integral part of this Agreement.

6. LIABILITY OF THE PARTIES

6.1. The parties are liable for failure or improper performance of the Agreement in accordance with the applicable legislation of Ukraine.

6.2. All disputes arising within the framework of the Agreement are resolved through negotiations. If the dispute cannot be settled through negotiations, it shall be referred to a court of competent jurisdiction at the location of the Contractor.

6.3. The Customer is released from liability for partial or complete failure to perform the terms of the Agreement if such failure was caused by force majeure circumstances that the parties could not foresee or prevent.

6.4. The parties consider force majeure circumstances to include events that make it impossible for the respective party to perform the Agreement: earthquakes, floods, other natural disasters, fires, nuclear and other industrial accidents, as well as strikes, military actions, civil disturbances, or acts of state authorities preventing the fulfillment of the terms of the agreement. All other obstacles, regardless of their nature or characteristics, are not considered force majeure, except for those obstacles that the parties will explicitly recognize as caused by force majeure circumstances.

7. INTELLECTUAL PROPERTY RIGHTS

7.2. No elements of the Website content, as well as any content placed therein, may be used in any way without the prior permission of the copyright holder. Use includes, among other things, reproduction, copying, modification, distribution on any basis, etc.

7.3. The CMS posted on the Website was developed by the Contractor (Seller) and is their property. As an object of copyright, the Website, CMS, plugins, modules, and templates developed by the Contractor (Seller) are protected by law. Their use in violation of the terms of this Agreement is a violation of copyright laws and will be prosecuted in accordance with the law.

7.4. Customers (Buyers) who download the CMS from the Website are prohibited from selling it to third parties.

7.5. Removing the "copyright" mark (developer identifier) from the admin panel of a website created using the CMS is prohibited. If necessary, the Customer (Buyer) should contact the Contractor (Seller) to obtain the appropriate permission, which is granted for a fee.

8. FINAL PROVISIONS

8.1. The Agreement enters into force from the moment the Customer makes payment for the Services and remains in effect until the direct provision of the Services by the Contractor or access to the purchased Goods is provided.

8.2. The Contractor has the right to make changes or additions to the Agreement at any time without any special notice by posting the new 2.4.4 of the Agreement on the Website at https://celena.io/offer.html, which comes into effect from the moment it is posted.

8.3. The provisions of this Agreement are governed by the legislation of Ukraine.

8.4. In cases not regulated by this Agreement, the Parties shall be guided by the legislation of Ukraine.

8.5. The Parties mutually agree to the processing and storage of personal data that become known to them in connection with the conclusion of this Agreement, within the limits necessary in accordance with the requirements of the applicable legislation of Ukraine.

8.6. The email address of the Contractor for Customer inquiries is masterz1zzz@gmail.com.

9. BANK DETAILS

AIB
IBAN IE70AIBK93331797436067
Bic AIBKIE2D