Public Offer Agreement for Services

1. General Provisions

This document constitutes the official public proposal (offer) of FOP [Full Name], RNOKPP [XXXXXXXX], registered at: [registration address], Ukraine (hereinafter — the "Service Provider"), to enter into a Service Agreement (hereinafter — the "Agreement") under the terms set forth below.

Pursuant to Articles 633 and 641 of the Civil Code of Ukraine, this Agreement is a public contract and an offer.

Acceptance of this offer consists of: registration on the Kendy platform; or payment for any service.

By accepting, the Client confirms full awareness of the terms of this Agreement, the Terms of Use, the Privacy Policy, and the Refund Policy.

2. Definitions

• Service Provider — FOP [Full Name], providing services through the Kendy platform.
• Client — a legal entity, sole proprietor (FOP), or natural person (business entity) who accepts the terms of this Agreement.
• Platform — the Kendy software platform, available at getkendy.com.
• Services — the services described in Section 3 of this Agreement.
• Pricing Plan — the set of services selected by the Client with a defined scope and price.
• Leads — information about business entities collected from open sources.
• Billing Period — a calendar month or other agreed-upon period.

3. Subject of the Agreement

The Service Provider delivers, and the Client accepts and pays for B2B lead generation services in accordance with the chosen Pricing Plan.

The Services include (depending on the Pricing Plan):

• Lead Discovery (KendyMaps) — collecting information about businesses from Google Maps by specified parameters (niche, city, district)
• Website Analysis (KendySites) — extracting contact data (email, phone, social media) from business websites
• AI Analytics (KendyMind) — lead scoring using ICP and CHAMP methodology, priority ranking
• Email Outreach (KendyReach) — automated email campaigns on behalf of the Client

The detailed list of services, their scope and cost are determined by the chosen Pricing Plan, published on the Pricing page.

4. Pricing and Service Fees

Current pricing is published on the Platform website ("Pricing" page).

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For active subscriptions, price changes take effect from the next Billing Period after notification.

The cost of one-time services (ICP Report, Test Campaign, Market Audit) is determined individually and fixed before the service commences.

5. Payment Procedure

Payment is made in Ukrainian hryvnia (UAH).

5.1. Payment Methods

• Bank transfer to the Service Provider's account (IBAN)
• Via the LiqPay payment system (if available)
• Other method agreed upon by the parties

5.2. Subscription

• Payment for the Billing Period is made in advance
• An invoice is issued by the 5th of the Billing Period
• Payment deadline — 5 banking days from the invoice date

5.3. One-Time Services

• 100% prepayment before the service commences
• Or 50% prepayment + 50% upon completion (by individual agreement)

The payment date is the date when funds are credited to the Service Provider's account.

6. Service Delivery Procedure

Services are provided remotely through the Platform and electronic means of communication.

6.1. Services commence after

• Registration on the Platform
• Selection of a Pricing Plan
• Payment (for paid services)

6.2. For outreach services (KendyReach) the Client must

• Provide or approve the ICP (Ideal Customer Profile)
• Approve email templates before campaign launch
• Provide email accounts (Client-Provided model) or approve the use of Kendy accounts

6.3. Service Delivery Timeframes

• Scraping and analytics: within 1–3 business days
• Outreach campaign preparation: 3–5 business days
• Campaign launch: after Client approval
• One-time services: per individual agreement

7. Rights and Obligations of the Parties

7.1. The Service Provider undertakes to

• Deliver services with quality and within agreed timeframes
• Maintain Platform availability (uptime of at least 95% per month)
• Maintain confidentiality of Client data
• Notify the Client of planned maintenance at least 24 hours in advance
• Provide technical support during business hours (Mon–Fri, 09:00–18:00 EET)

7.2. The Service Provider has the right to

• Change pricing with prior notice
• Suspend access in case of violation of the Terms of Use
• Block accounts for non-payment exceeding 30 days
• Use anonymized statistical data for service improvement

7.3. The Client undertakes to

• Pay for services in a timely manner
• Use received data in compliance with applicable legislation
• Not engage in spam using the data obtained
• Provide accurate information during registration and cooperation
• Not transfer account access to third parties without the Service Provider's consent

7.4. The Client has the right to

• Receive services of proper quality
• Receive technical support
• Change the Pricing Plan
• Terminate the Agreement as provided in Section 11
• Receive reports on work performed

8. Reporting and Acceptance

At the end of each Billing Period, the Service Provider prepares a Service Acceptance Act and sends it to the Client electronically.

The Client must review the Act within 5 business days. If no substantiated objections are raised within this period, the services are deemed accepted.

Paper-based documentation is available by mutual agreement.

9. Liability of the Parties

9.1. The Service Provider is not liable for

• Specific business outcomes of the Client (number of deals, replies, meetings, revenue, ROI)
• Inaccuracy, incompleteness, or outdatedness of information from public sources — data is processed automatically and may contain errors
• Blocking, filtering, delay, or rejection of email messages by mail providers or recipients' spam filters
• Specific deliverability, open rate, or reply rate metrics for email messages
• Changes to algorithms, interfaces, or availability of Google Maps and other public data sources
• Violations of legislation by the Client when using data or conducting communications
• Disruptions or unavailability of third-party services (cloud infrastructure, email services, payment systems, automation tools)
• Indirect, incidental, special, punitive, or consequential damages, including loss of profit, data, or business opportunities

9.2. The Client bears full and exclusive responsibility for

• The manner of using received data and its verification before use
• Compliance with legislation when conducting email outreach and other communications, including the laws of recipient countries
• Content of email messages and other communications sent using the Platform
• Selection of communication recipients and having the necessary legal basis for communication
• Inclusion of an opt-out mechanism in every message sent
• Maintaining the confidentiality of their passwords and access tokens
• Compliance with the Fair Use Policy defined in the Terms of Use
• Complaints, claims, or lawsuits from third parties arising from the Client's use of the Platform or data

Indemnification. The Client agrees to defend, indemnify, and hold harmless the Service Provider from any claims, damages, and expenses (including legal fees) arising from the Client's breach of this Agreement, applicable law, or the rights of third parties.

The maximum aggregate liability of the Service Provider for any claims is limited to the amount paid by the Client in the last 3 (three) months.

The parties are released from liability for failure to perform or improper performance of obligations in the event of force majeure circumstances.

10. Force Majeure

The parties are released from liability for failure to perform obligations caused by force majeure circumstances:

• Military actions, armed conflict
• Natural disasters
• Actions or decisions of government authorities preventing performance
• Large-scale internet infrastructure failures
• Blocking or significant changes to the availability of Google Maps or other data sources

The party affected by force majeure must notify the other party within 5 business days.

If force majeure continues for more than 90 days, either party has the right to terminate the Agreement.

11. Term and Termination

The Agreement enters into force from the moment of acceptance and remains in effect indefinitely.

11.1. Termination at the Client's Initiative

• Subscription: The Client may cancel the subscription at any time. Services are provided until the end of the paid Billing Period
• Account deletion: upon request through the Platform or by email

11.2. Termination at the Service Provider's Initiative

• For violation of the Terms of Use — immediately with written notice
• For non-payment — after 30 days of overdue payment with 7 days' prior warning
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11.3. Consequences of Termination

• Access to the Platform is terminated
• The Client may request data export within 14 days after termination
• Mutual financial obligations are settled in accordance with the Refund Policy

12. Confidentiality

The parties undertake not to disclose confidential information obtained during the performance of the Agreement.

12.1. Confidential information includes

• Client's customer data
• Business processes, strategies, and financial indicators of the parties
• Passwords and access tokens

12.2. The following is not considered confidential

• Publicly available information
• Information that became known through no fault of the party
• Information subject to disclosure by law

13. Dispute Resolution

All disputes shall be resolved through negotiation.

The deadline for responding to a claim is 15 business days.

If no agreement is reached, the dispute shall be referred to the courts at the Service Provider's place of registration in accordance with the laws of Ukraine.

14. Service Provider Details

15. Final Provisions

• This Agreement is governed by the laws of Ukraine
• All appendices, amendments, and supplements to this Agreement form an integral part thereof
• If any provision of the Agreement is found to be invalid, the remaining provisions shall continue in full force and effect
• This Agreement, together with the Terms of Use, Privacy Policy, and Refund Policy, constitutes the entire agreement between the parties