Public
offer

This Public Offer was developed with the aim of supporting micro, small and medium-sized enterprises, introducing commercial factoring in the field of public relations, informing business about alternative financial instruments with the support of USAID.

m. Kyiv
04/15/2024

(agreement for joining the Loyalty Program “eDilo – B2B Factoring. Cash-back”/eDilo-B2B Factoring. Cashback)

1. Definition of terms

1.1 Loyalty program
of «eDilo – B2B Factoring. Cash-back”

Cash-back” (hereinafter referred to as the Program) is the procedure for the Participant to receive Cash-back compensation (“Cashback”), which is determined as a percentage of the amount of the factoring agreement, according to which the rights of monetary claims against the Participant were transferred to the Organizer.

This Program was created and operates within the limits and on the basis of grant funding by USAID (an independent agency of the federal government of the United States of America) under the Agreement concluded between FINANCIAL COMPANY ACTIVITIES LLC and DAI Global, LLC Company (USAID Project “Investments for Business Sustainability” ( IBR) from 12.04.2024); hereinafter referred to as the Agreement.

1.2 Public Offer
(hereinafter – Offer, Contract)

Public Offer (hereinafter – Offer, Agreement) – the Organizer’s offer addressed to subjects of the MSME group to become Participants of this Program and accept the terms of this Agreement, posted on the eDilo Platform (https://web.edilo.com.ua).

1.3 Acceptance

Acceptance – full, unconditional and unconditional acceptance by the Participant of the terms of this Agreement by confirming his participation via the link (https://web.edilo.com.ua). In this way, the Participant confirms his consent and clear understanding of the Program Rules (according to Article 642 of the Civil Code of Ukraine) and the terms of this Agreement.

1.4 Rules of Loyalty Program
of «eDilo – B2B Factoring. Cash-back”
(hereinafter Rules)

Rules of the Loyalty Program “eDilo – B2B Factoring. Cash-back” (hereinafter the Rules) – mandatory conditions for the Participant, set forth in this Agreement, for participating in the Program and receiving Cash-back.

1.5 Organizer/factor

Organizer/factor – LIMITED LIABILITY COMPANY “FINANCIAL COMPANY ACTIVITIES” (EDRPOU code 38800017), in accordance with the terms of the Agreement and in accordance with the provisions of current legislation, determines the terms of this Public Offer (Joining Agreement) and the Rules of the Loyalty Program “eDilo – B2B Factoring. Cash-back»\Edilo-B2B Factoring. Cashback

1.6 Participant

Participant is a legal entity, an individual entrepreneur from the MSME group,

(debtor\buyer under the Main Obligation), who at the same time:

is a resident of Ukraine,
voluntarily accepted this Agreement and fulfilled its conditions to receive Cash-back;
registered on the eDilo platform and has a valid qualified certificate of public keys generated by a qualified provider of electronic trust services, in accordance with the Law of Ukraine “On electronic identification and electronic trust services”.

The Participant in the text of this Agreement is also considered to be natural persons-entrepreneurs, legal entities (including managers, founders (participants), ultimate beneficial owners of the Participant’s legal entity and other persons related to the execution of this Agreement).

1.6.1 The Organizer, in accordance with the requirements of the Law of Ukraine “On prevention and countermeasures against the legalization (laundering) of proceeds of crime, the financing of terrorism and the financing of the proliferation of weapons of mass destruction”, is the subject of primary financial monitoring in legal relations with the Participant under this Agreement.

1.6.2 By accepting this Agreement, the Participant gives his consent to carry out financial transactions that may be related to entering into business relations with the Organizer, and also gives his consent to provide the Organizer (at his request) with the necessary documents and information, in connection with this.

1.7 MSME Group

MSME group – subjects of micro, small and medium entrepreneurship:

1.7.1 Subjects of micro entrepreneurship – natural persons – entrepreneurs; legal entities – economic entities of any organizational and legal form, in which the average number of employees for the reporting period (calendar year) does not exceed 10 people and the annual income from any activity does not exceed the amount equivalent to 2 million euros, determined by the average annual exchange rate of the National Bank of Ukraine.

1.7.2 Small business entities – natural persons – entrepreneurs; economic entities of any organizational and legal form, in which the average number of employees for the reporting period (calendar year) does not exceed 50 people and the annual income from any activity does not exceed the amount equivalent to 10 million euros, determined at the average annual rate of the National of the Bank of Ukraine;

1.7.3 Medium-sized business entities – natural persons – entrepreneurs, legal entities – business entities of any organizational and legal form, in which the average number of employees for the reporting period (calendar year) does not exceed 250 people and the annual income from any activity does not exceed the amount equivalent to 50 million euros, determined at the average annual exchange rate of the National Bank of Ukraine

1.8 Participant’s electronic account

The Participant’s electronic account is the Participant’s authorized access on the eDilo platform, through which (electronically) the Participant communicates with the Organizer.

1.9 eDilo platform

The eDilo platform is an online service at the link (https://web.edilo.com.ua), which provides the opportunity for registered participants to conclude sales/delivery contracts with deferment or payment in installments, and factoring contracts, using a qualified electronic signature (KEP) or advanced electronic signature (UEP), and also provides an opportunity to exchange documents, keep records of concluded factoring contracts and sales contracts between the parties to these contracts.

1.10 Principal Obligation

The main obligation is a delivery (purchase) agreement concluded on the eDilo platform, the terms of which determine:

the amount of the agreement, the procedure for fulfilling the Participant’s monetary obligations to the supplier\ by the seller;
the right of the supplier\seller to assign the right of monetary claim to the Participant under the contract in favor of the factor\Organizer, etc.

Subject to the Main obligations for the purposes of this Program cannot be the purchase-sale\supply of goods or services related to:

military equipment;
surveillance equipment;
supporting the activities of the police or other law enforcement agencies,
equipment for carrying out abortions, forced sterilization;
luxuries and equipment for gambling games;
equipment for changing meteorological conditions.

This list can be changed unilaterally by the Organizer.

1.11 Factoring Agreement

A factoring contract is a contract concluded between the Organizer and the seller/supplier under the Main Obligation, in accordance with Article 1077 of the Civil Code of Ukraine, which determines the procedure for assigning the right to a monetary claim to the Organizer/factor from the seller under the Main Obligation and the emergence of the right of monetary claim to the Organizer/factor to the Participant. The maximum amount of the factoring transaction is set at up to UAH 2,000,000. (two million hryvnias).

1.12 Due fulfillment by the Participant of the monetary obligation to the Organizer

means simultaneous fulfillment by the Participant of the following conditions:

timely and full repayment by the Participant of the amount of monetary obligations (including any fines), in accordance with the terms of the factoring agreement and the Principal Obligation payment, to the bank account of the factor\Organizer within the terms and procedure specified in the relevant notification-demand to the Participant from the Organizer\factor.

1.13 Notice-demand

Demand notice – a written (electronic) notice from the Organizer\factor to the Participant, with the purpose of notifying the latter about the assignment of the right to a monetary claim to the Organizer\factor, under the Main Obligation, in which, among other things, the amount of transferred monetary claims is indicated to the Organizer\factor, details of the bank account for the fulfillment of monetary obligations, etc.

1.14 Cash-back

Cash-back (“cashback”) – the amount of money that is the Participant’s reward under the terms of the Agreement and this Contract, and is calculated by the Organizer as a percentage of the Participant’s properly fulfilled monetary obligation to the Organizer and transferred by the latter to the Participant’s bank account (on the basis of full compliance by the Participant with the terms of this Agreement and financing of the Organizer under the Agreement).

Cash-back under this Agreement is not a product and is not sold or otherwise alienated for payment to the Participant. The Organizer does not give preference to one Participant over others when calculating Cash-back.

1.15 Abuse of the terms
of this Agreement

Misuse of the terms of this Agreement – unscrupulous actions of the Participant, including, but not limited to: actions that, in the Organizer’s opinion, have signs of fraud, deception, etc., and which have caused, or may cause damage to the Organizer’s business reputation, cause the occurrence of any what losses and/or damage to the Organizer, the Organizer’s partners, USAID, the Company “DAI Global, LLC” (the USAID Project “Investments for Business Sustainability” (IBR) and/or other Program Participants.

2. General provisions

2.1. This Public Offer is an accession agreement within the meaning of Art. 634 of the Civil Code of Ukraine. Acceptance of this Agreement by the Participant through the eDilo platform is similar to concluding a contract with the Participant in writing, in accordance with the requirements of current legislation.

2.2. This agreement enters into force from the date of acceptance by the Participant of the Acceptance and is valid until (depending on which occurs earlier):

the Organizer transfers the Cash-back amount to the Participant’s bank account;
refusals by the Organizer to transfer the Cash-back amount to the Participant;

refusals by representatives of USAID (including the official representative office in Ukraine) or the Company “DAI Global, LLC” (USAID Project “Investments for business sustainability” (IBR) to the Participant in the transfer of the Cash-back amount;
expiration of the validity of the Loyalty Program;
termination of financing under the Agreement for any other reasons.

2.3. Participation in this Program by concluding this Agreement is not a game of chance, a lottery, or a service in the field of gambling business (in the sense of the current legislation of Ukraine).

Participation in the Program is free of charge. The Organizer does not receive a reward for their participation in the Program and/or receiving Cash-back. 2.5. back according to this Agreement belongs exclusively to the Program Participant and this right cannot be transferred to a third party in any way.

2.6. The public posting of information on the https://edilo.com.ua website about any changes in the terms of this Agreement is considered a proper confirmation of informing the Participants about these changes, which become effective for them from the moment of their publication on the above-mentioned website. .

2.7. The validity period of the Program is no more than 18 months from the date of signing the Agreement. This term can be changed unilaterally by the Organizer.

2.8. The territory of the Loyalty Program: Kyiv, Lviv, Chernivtsi, Ivano-Frankivsk, Zakarpattia, Khmelnytskyi, Cherkasy, Vinnytsia, Poltava, Zhytomyr, Ternopil, Rivne, Volyn, and Kirovohrad regions and partially available in Odesa, Dnipro, Sumy, Kharkiv, Mykolaiv, and Chernihiv regions regions The scope of this Program may be changed at the Organizer’s decision.

2.9. The Organizer does not guarantee and is not responsible for the inability of the Participant to receive Cashback on the territory of Ukraine, which is the temporarily occupied territory of Ukraine, and any claims from the Participants on this basis will not be accepted and no compensation will be paid by the Organizer.

2.10. Each Participant has the opportunity to participate in the Program only once.

3. Terms of accrual of
Cash-back

A business entity that meets the requirements specified in this Agreement may become a Program Participant by accepting this Agreement in accordance with Clause 1.3 of this Agreement.

3.2 Fulfillment of the terms of this Agreement is mandatory for receiving Cash-back for all Program Participants.

3.3 The following types of Cash-back rates are available for the Participant under this Program: Standard and Increased rate Cash-back.

3.4 The standard rate of Cash-back (amount of Cash-back) – is provided to all Participants of this Program, if they comply with Clause 1.12 of this Agreement – in the amount of 2 (two) % of the amount of the properly executed The Participant has a monetary obligation to the Organizer.

3.5 Increased Cash-back rate (Cash-back amount) – to the Standard Cash-back rate is added 5 (five) % of duly fulfilled by the Participant’s monetary obligation to the Organizer, if:

3.5.1 The ultimate beneficial owner of the Participant’s legal entity is a citizen of Ukraine – female (with a share in the authorized capital of 25% or more), which is confirmed by an extract from The Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organizations regarding the Participant; this condition must be observed by the Participant, both on the date of conclusion of the Main Obligation and on the date of the Participant’s proper fulfillment of the monetary obligation to the Organizer.

3.5.2 During the period of validity of the Agreement, the Participant employed two or more employees employees (on full-time employment), and on the condition that there are no dismissed persons during this period at the Participant’s initiative.

The Participant must confirm the fulfillment of this condition by providing the Organizer (on requirement) duly certified copies of documents, in particular, but not exclusively:

form 1-DF1 certificates (for the last period preceding the conclusion of the Main Obligation by the Participant), as well as certificates of form 1- DF1 on the date of the Participant’s proper performance of the monetary obligation to the Organizer;
The maximum possible total amount of Cash-back for one Participant under the Program is 12% of the amount of the properly performed The Participant’s monetary obligation to the Organizer.

3.6 Copies of all documents confirming the Participant’s respective right to receive an increased Cash-back rate under this Agreement must be certified by the Participant’s KEP\UEP and sent to the electronic mail of the Organizer, or downloaded through the eDilo Platform (https://web.edilo.com.ua) (at the request of the Organizer).

3.7 At the request of the Organizer, any supporting documents related to the execution of this Agreement must be provided by the Participant in originals to establish their authenticity and remove copies (if necessary) to the Organizer within 3 (three) calendar days from the date of such a request; otherwise, the Organizer has the right to withhold the transfer of Cash-back to the Participant until the date of submission of such supporting documents, or the Participant may be deprived of the opportunity to receive Cash-back due to non-fulfillment of the terms of the Program.

3.8 Copies of documents , provided by the Participant to the Organizer in accordance with the terms of this Agreement, may also be provided by the Organizer for analysis and appropriate verification to representatives of USAID (including the official representative office in Ukraine) and/or the Company “DAI Global, LLC” (USAID Project “Investments for Business Sustainability” (IBR).

3.9 In any case, the final propriety, authenticity and sufficiency of the documents to confirm the possibility of receiving Cash-back by the Participant (including Increased rate) under this Agreement is determined by authorized representatives of USAID (including the official representative office in Ukraine) and/or the Company “DAI Global, LLC” (USAID Project “Investments for business sustainability” (IBR) and the Organizer does not have any influence on this decision.

3.10 The Organizer does not transfer the amount of Cash-back to the Participant’s account, if such transfer is not for any reason approved (the amount of Cash-back has not been credited to the relevant bank account of the Organizer) by USAID and/or the Company “DAI Global, LLC” (the USAID Project “Investments for Business Sustainability” (IBR). In this case, the Organizer does not bear any responsibility to the Participant for such actions/inaction on the part of USAID and/or the Company “DAI Global, LLC” (USAID Project “Investments for Business Sustainability” (IBR) regarding non-crediting of Cash-back to the bank account of the Participant and only informs the Participant about it.

3.11 Cash-back is transferred to the Participant in non-cash form exclusively to the bank account specified in to the main obligation, and after the Participant has duly fulfilled the monetary obligation to the Organizer, according to the relevant notice.

3.12 In the event of a change in the Participant’s bank details for receiving Cash-back, the Participant must notify the Organizer in writing of such a change within 10 (ten) calendar days from the date of such change. In the event that the Participant does not timely inform the Organizer about the change in his bank details, the Organizer is not responsible for the Participant’s late receipt of Cash-back.

3.13 The Participant may not use the Terms of the Program if he has ties to a state that carries out armed aggression against Ukraine (including the Russian Federation, Belarus), namely, if he:

has participation/share/shares or indirect ownership in the authorized capital of a non-resident legal entity created and registered in accordance with the legislation of the aggressor state;
has participation/part/shares in the authorized capital of a legal entity, jointly with citizens of the aggressor state or with natural persons whose place of permanent residence (residence, registration) is the aggressor state, or non-resident legal entities that were created and registered accordingly to the legislation of the aggressor state;
owns securities (except shares) of non-resident legal entities created and registered in accordance with the legislation of the aggressor state;
carries out and/or has carried out operations with securities (purchase/sale/exchange/holding of securities in a securities account), the issuers of which are the aggressor state;
makes and/or made a transfer of funds for the benefit of citizens/legal entities of the aggressor state;
which is assigned to legal entities or individuals to whom special economic and other restrictive measures (sanctions) are applied, by the relevant decisions of the National Security and Defense Council of Ukraine, put into effect by the Decree of the President of Ukraine on the application of personal special economic and other restrictive measures (sanctions ) in accordance with the Law of Ukraine “On Sanctions”.

3.14 The Participant may not use the Terms of this Program also if he is on the Agreement Management System (SAM) (www.sam.gov), the List of Persons of Special Categories “OFAC List” (http://www.treasury.gov/resource-center /sanctions/SDN-List/Pages/default.aspx) and United Nations Consolidated List (https://scsanctions.un.org/en/?keywords=al-qaida).

3.15 By agreeing to this Agreement, the Participant confirms that there are no grounds for applying to him the consequences of clause clauses 3.15-3.16 of this Agreement.

3.16 The Organizer may also not issue Cash-back to the Participant if he has outstanding (not properly fulfilled) other monetary obligations to the Organizer.

4. Rights and obligations, responsibility of the Organizer

4.1 The Organizer has the right to unilaterally suspend or terminate this Agreement, or to change its terms and conditions at any time, which shall be notified to the Participants by posting relevant information on the website https://edilo.com. ua

4.2 The Organizer has the right not to charge the Participant the amount of Cash-back, in the event that the Organizer or USAID (representative\or the Company “DAI Global, LLC” (USAID Project “Investment for business sustainability” (IBR) will be established in the event of the Participant’s failure to comply with the terms of this Program and/or the facts of abuse by the Participants (his representative; manager, founder, participant, etc.) of the terms of this Program. The Organizer is not responsible for any losses or damages of the Participant , which may arise as a result of such actions.

4.3 The Organizer is not a provider by transferring Cash-back to the Participant under this Agreement any type of payment financial services provided for by the Law of Ukraine “On Payment Services” or other types of services that require additional licensing.

4.4 Cash-back transfer to the Participant is carried out by the Organizer on its own behalf, but within and on the basis of grant funding from USAID under the Agreement. The Organizer is not the owner of the funds to be transferred to the Participant as Cash-back, but is only their manager.

4.5 The Organizer is not responsible under this Agreement to the Participant, in the event of force majeure circumstances that provided for in Art. 14-1 of the Law “On Chambers of Commerce and Industry in Ukraine”, as well as in the event of termination/suspension of funding of this Program by USAID under the Agreement and other circumstances beyond the control of the Organizer.

4.6 The Organizer’s liability does not cover under this Agreement, the Participant shall be liable for any lost profits, direct and indirect losses, moral and material damage caused to the Participant, third parties, etc., in connection with the Program.

4.7 The Organizer is not responsible for any expenses of the Participants related to the receipt and further use of Cash-back and the conclusion of this Agreement.

4.8 The Organizer is not responsible for any delay for various reasons in the receipt of the Cash-back amount to the Participant’s bank account.

4.9 The Organizer is not responsible for the work of Internet providers, telecommunications operators, banking institutions etc., as a result of which the necessary information, data was not sent or was sent late, data was lost or damaged.

4.10 Cash-back amount transferred by the Organizer, in accordance with the terms of this Agreement, to the bank account of the Participant, is the income of each Participant and is taxed by the Participant independently in accordance with its taxation system and the requirements of current legislation.

5. Use of the Participant’s personal data

5.1 The Participant gives his consent to the collection, processing, storage and use of his personal data provided to the Organizer, in accordance with Article 8 of the Law of Ukraine “On the Protection of Personal Data”, in accordance with the provisions of the Law of Ukraine “On Prevention and Counteraction of Legalization (Laundering) of Income , obtained through criminal means, financing terrorism and financing the proliferation of weapons of mass destruction”, other requirements of the current legislation of Ukraine and the terms of this Agreement.

5.2 The Organizer has the right to transfer personal data of the Participant to persons authorized by USAID, the Company “DAI Global, LLC” (USAID Project “Investments for Business Sustainability” (IBR), persons related to them; commercial partners; for direct data processing for ensuring the Participant’s participation in the Program, as well as at the mandatory request of the competent state authority and within the framework of the implementation (or verification/audit) of this Agreement and Agreements.

5.3 The Participant grants the Organizer the right to send him any information of a commercial and/or informational nature regarding this Program and other offers by e-mail, telephone and/or SMS.

5.4 Responsibility for the inaccuracy of personal data and other information in documents sent by the Participant to the Organizer shall be borne by the Participant and/or the person who provides them to the Organizer.

5.5 The Participant shall acceptance (agreement) with this Agreement, also confirms his consent to the Organizer for the use, publication, distribution of images, personal data, other information related to the execution of this Agreement and participation in the Program, in publications and reviews, in video and photo materials on the official website of the Organizer and/or its partners (including in order to ensure the implementation of the Agreement), in social networks (Instagram, LinkedIn, Facebook), YouTube, etc.

Public offer