Public Offer

This Public Offer (the "Offer") is an official proposal of Sole Proprietor Sergey Sergeevich Arkhangelsky (the "Contractor") to enter into a paid services agreement on the terms set out below with any legally capable individual or legal entity (the "Customer") that performs an acceptance of this Offer in accordance with Section 3.

The Offer is published on the website goldjaxe.com and addressed to an indefinite number of persons in accordance with Article 437 of the Civil Code of the Russian Federation (the "RF Civil Code").

The following terms are used in this Offer:

• "Website" means the Contractor's website located on the Internet at goldjaxe.com. The Offer applies exclusively to this website and does not extend to any other domain names or resources of the Contractor or affiliated persons;
• "Services" means the consulting, analytical, organisational and other services of the Contractor falling within one of four categories described in Section 2: AI Transformation, Enterprise & Infrastructure, Strategic Partnership, and Private Inquiry;
• "Initiate Form" means the electronic contact form placed on the Website and intended for the Customer to submit a Request for Services;
• "Request" means a message of the Customer sent to the Contractor via the Initiate Form, containing information about the Customer and a preliminary description of the Services of interest;
• "Individual Statement of Work" means a document agreed by the Parties in writing following receipt of a Request, fixing the specific scope, volume, deadlines, cost and procedure for rendering the Services on a particular project. The Individual Statement of Work may take the form of a technical specification, an invoice, a separate services agreement, or any other document agreed by the Parties;
• "Acceptance" means full and unconditional acceptance by the Customer of the terms of this Offer in accordance with Section 3;
• "Parties" means the Contractor and the Customer collectively; "Party" means each of them individually;
• "Confidential Information" has the meaning set out in Section 6 of this Offer;
• "Privacy Policy" means the document of the Contractor governing the processing of personal data of Website users, located at goldjaxe.com/privacy.

Other terms not defined in this section are used in the meanings established by the legislation of the Russian Federation and in their ordinary meanings, based on customary business practice.

The Contractor shall, upon the Customer's request, render the Services falling within one of the four categories listed below, and the Customer shall accept the rendered Services and pay for them in the amount and within the timeframes agreed by the Parties in the Individual Statement of Work. The contractual relations are governed by Article 779 of the RF Civil Code (paid services agreement) and other applicable provisions of the legislation of the Russian Federation.

Categories of Services provided by the Contractor:

• AI Transformation — consulting and project services for the implementation of solutions based on artificial intelligence systems, including analysis of the Customer's existing processes, preparation of an implementation roadmap, methodological support and staff training;
• Enterprise & Infrastructure — services for the design, audit and optimisation of the Customer's corporate infrastructure, including architectural solutions, technology stack selection, and organisation of development and operations processes;
• Strategic Partnership — long-term support of the Customer on a retainer basis or under another model agreed by the Parties, including consulting, methodological support and participation in strategic decision-making within the agreed scope;
• Private Inquiry — individual services whose scope and delivery procedure are agreed by the Parties on a case-by-case basis and do not fall under the three categories above.

The specific list, volume, deadlines, cost and procedure for rendering the Services for each project are determined by the Parties in the Individual Statement of Work. Until the Individual Statement of Work is agreed, the Contractor does not assume obligations to render Services of a specific scope, volume or cost.

The Contractor is entitled to engage third parties (sub-contractors) for the rendering of the Services without obtaining prior consent from the Customer, while remaining liable to the Customer for the result of the Services rendered.

Acceptance of this Offer is performed in two consecutive stages in accordance with Articles 437 and 438 of the RF Civil Code.

Stage One (preliminary acceptance). Preliminary acceptance is constituted by the following actions of the Customer, taken together:

• completing the Initiate Form on the Website with reliable contact and other requested information;
• ticking a dedicated checkbox confirming consent to the terms of this Offer and the Privacy Policy;
• submitting the Request to the Contractor by pressing the corresponding button in the Initiate Form.

Completion of the above actions constitutes the Customer's consent to the terms of this Offer in the part relating to the submission of the Request, its processing by the Contractor and the subsequent negotiation of an Individual Statement of Work. Preliminary acceptance does not create an obligation on the Contractor to render Services of a specific scope and volume, nor does it create an obligation on the Customer to make payment until a document fixing such commercial terms is signed.

Stage Two (full acceptance). Full acceptance of the commercial terms relating to a specific project is performed in one of the following ways, at the choice of the Parties:

• execution by the Parties of an Individual Statement of Work (including a technical specification) in writing;
• execution by the Parties of a separate services agreement that refers to this Offer or incorporates its terms;
• payment by the Customer of an invoice issued by the Contractor on the basis of an agreed description of the Services, provided that the invoice contains sufficient information about the scope, volume, deadlines and cost of the Services.

From the moment of full acceptance, the Parties are deemed to have concluded a paid services agreement (the "Agreement") on the terms of this Offer and the corresponding Individual Statement of Work (invoice, separate agreement).

In the event of any conflict between the terms of this Offer and the terms of the Individual Statement of Work (invoice, separate agreement) signed by the Parties, the terms of the Individual Statement of Work (invoice, separate agreement) prevail in the part governing the specific project.

The cost of the Services for each project is agreed between the Parties on an individual basis in writing and recorded in the Individual Statement of Work, invoice or separate services agreement. The cost may be determined as a fixed amount, by an hourly rate, by stages or in any other manner agreed by the Parties.

Unless otherwise agreed by the Parties in the Individual Statement of Work, settlements under the Agreement are made in Russian rubles. By agreement of the Parties, the cost of the Services may be expressed in conventional units, with the procedure for conversion into rubles on the payment date being specified.

Settlements between the Parties are made by non-cash bank transfer to the Contractor's bank account. Payment details are provided by the Contractor when issuing the Individual Statement of Work or invoice.

The Services rendered by the Contractor are not subject to Value Added Tax (VAT) pursuant to Article 346.11 of the Tax Code of the Russian Federation.

The payment schedule (full prepayment, partial prepayment with subsequent payment upon delivery, or post-payment) is determined by the Parties in the Individual Statement of Work or invoice. In the absence of an express indication, full prepayment of 100% of the cost of the relevant stage applies.

The Customer's payment obligation is deemed performed at the moment the funds are credited to the Contractor's bank account in full, unless otherwise specified in the Individual Statement of Work.

All bank fees associated with the transfer of funds are borne by the Customer. The amount received by the Contractor must correspond to the amount agreed by the Parties; otherwise, the Contractor is entitled to suspend the rendering of Services until the underpayment is remedied.

The deadlines for rendering the Services for each project are agreed by the Parties in the Individual Statement of Work. In the absence of an indication of deadlines in the Individual Statement of Work, the deadlines agreed by the Parties in email correspondence or in the invoice shall apply.

The format for rendering the Services is determined by the Parties and may be remote (using electronic communications), in-person (at an agreed location) or hybrid. Additional expenses related to the in-person format (travel, accommodation, venue rental) are paid by the Customer in addition to the cost of the Services, unless otherwise provided by the Individual Statement of Work.

The Customer undertakes to provide the Contractor with the information, materials and access necessary for the rendering of the Services within the agreed deadlines. Delay by the Customer in providing information, materials or access shall extend the deadlines for the rendering of the Services on a pro-rata basis and shall not be considered a breach on the part of the Contractor.

Upon completion of the rendering of the Services (or of a separate stage, where staged delivery is provided for in the Individual Statement of Work), the Contractor shall, within 5 (five) business days, send the Customer a service acceptance certificate (the "Certificate") in electronic form to the email address specified by the Customer in the Request or the Individual Statement of Work.

The Customer shall, within 5 (five) business days from receipt of the Certificate, sign it and send the signed copy to the Contractor, or send a reasoned refusal to accept the Services indicating specific deficiencies. If the signed Certificate is not returned and no reasoned refusal is submitted within the specified period, the Services are deemed to have been duly rendered by the Contractor and accepted by the Customer in full (applied by analogy with Article 720 of the RF Civil Code).

The Parties allow execution of Certificates and other documents under the Agreement by electronic signature (simple or enhanced) or by exchange of scanned copies of documents through the email addresses indicated in the Parties' details. Such documents are recognised by the Parties as having legal force on a par with documents on paper.

If deficiencies in the Services are identified, the Customer is entitled to demand their gratuitous remedy within a reasonable time. Deficiencies identified after signing of the Certificate or after expiry of the period for reasoned refusal shall be remedied by the Contractor only provided that they are latent and could not have been discovered during ordinary acceptance.

From the moment the Customer submits a Request, the Parties assume obligations to maintain confidentiality in accordance with this section, Federal Law No. 98-FZ of 29 July 2004 "On Commercial Secrets" ("Law No. 98-FZ") and applicable provisions of the legislation of the Russian Federation.

Confidential Information includes, in particular, the following information that becomes known to a Party in connection with the conclusion and performance of the Agreement:

• information about business processes, organisational structure, client base and suppliers of the other Party;
• information about technologies, software products, architectural solutions, methodologies and know-how of the other Party;
• information about commercial cooperation terms, including the cost of the Services, discounts, special terms and other financial parameters;
• correspondence of the Parties by email, in messengers and through other communication channels relating to the subject matter of the Agreement;
• materials transferred in the course of consultations, audits, working sessions and other activities within the framework of the rendering of the Services, including presentations, reports, recommendations and analytical notes;
• personal data of employees and counterparties of the other Party that becomes known in connection with the performance of the Agreement.

The Parties undertake not to disclose Confidential Information to third parties without the prior written consent of the other Party, not to use it for purposes unrelated to the performance of the Agreement, and to take reasonable organisational and technical measures to protect it from unauthorised access.

The confidentiality obligations remain in force for a period of 3 (three) years from the date of completion of the rendering of the Services under the relevant Individual Statement of Work or termination of the Agreement, whichever occurs later.

The following information shall not be deemed Confidential Information, subject to the exceptions established by Article 5 of Law No. 98-FZ:

• information that, at the time of its receipt, was publicly available or became publicly available not as a result of a breach of this section by the receiving Party;
• information that was lawfully received by the receiving Party from third parties without obligations of confidentiality;
• information subject to disclosure pursuant to a direct requirement of the legislation of the Russian Federation or a court act that has entered into legal force; in such case, the disclosing Party shall promptly notify the other Party of such requirement, unless prohibited by law.

For disclosure of Confidential Information, the Party at fault bears liability in accordance with the applicable legislation of the Russian Federation, and shall also indemnify the other Party for losses caused, within the limits established by Section 9 of this Offer.

All results of intellectual activity created by the Contractor in the course of rendering the Services (the "Deliverables"), including methodologies, reports, presentations, recommendations, analytical materials, templates, software components and other objects protected under Articles 1229–1231 of the RF Civil Code, belong to the Contractor unless expressly provided otherwise by the Individual Statement of Work or a separate agreement.

From the moment of full payment for the relevant Services, the Contractor grants the Customer a non-exclusive (simple) licence to use the Deliverables exclusively for the Customer's internal needs within the ordinary course of its business activity. The territory of the licence is the Russian Federation and other countries in which the Customer operates; the term is for the duration of the Contractor's exclusive rights in the relevant Deliverable, unless otherwise specified in the Individual Statement of Work.

The Customer is prohibited, without prior written consent of the Contractor, from:

• transferring the Deliverables to third parties, including on a paid or free basis;
• reproducing, distributing or publishing the Deliverables in open sources, including on corporate and public websites, in social media, in public speeches and publications;
• using the Deliverables to render services to third parties, including by passing them off as the Customer's own materials;
• modifying the Deliverables for the purpose of subsequent representation of them as own developments of the Customer or third parties.

For each instance of breach of the provisions of this section, the Customer shall pay the Contractor compensation in the amount of RUB 1,000,000 (one million rubles) in accordance with Article 1252 of the RF Civil Code. Payment of compensation does not relieve the Customer of the obligation to cease the breach and to reimburse other losses caused to the Contractor to the extent not covered by the compensation.

Information, materials and other items transferred by the Customer to the Contractor for the purposes of rendering the Services remain the property of the Customer. The Customer grants the Contractor a royalty-free right to use such items exclusively for the purposes of performing the Agreement and confirms that it holds all rights necessary for such transfer.

The Customer's use of the mere fact of cooperation with the Contractor as a reference (mention of the Contractor's name or the project name at a general level without disclosure of Confidential Information) is permitted subject to prior written agreement between the Parties.

The Contractor warrants that the Services are rendered professionally, in good faith and with the reasonable diligence expected of a qualified professional in the relevant subject area, taking into account the current state of knowledge and industry practice.

The Services are provided on an "as is" basis with respect to the achievement of any specific commercial, financial or other business outcomes of the Customer. The Contractor does not warrant and cannot warrant the achievement by the Customer of any specific indicators of revenue, profit, conversion, market share, attraction of investments, success of products or other outcomes, since such indicators depend on a significant number of factors outside the Contractor's control, including the decisions and actions of the Customer itself, market conditions and the regulatory environment.

Where, as part of the Services, the Contractor uses artificial intelligence systems, machine learning systems, generative models and other automated solutions, including those developed by third parties, the Contractor does not warrant absolute accuracy, completeness or correctness of the results produced by such systems. The Parties acknowledge that the results produced by artificial intelligence systems may contain inaccuracies, incomplete or erroneous information (so-called "hallucinations") and are subject to critical evaluation by the Customer prior to practical application.

The Contractor is not responsible for the operability, availability and quality of services of third-party providers (cloud providers, payment systems, telecommunications providers, developers of artificial intelligence models and others) used in the course of rendering the Services or integrated with the Customer's infrastructure.

The Customer warrants that it has the necessary legal capacity and authority to enter into and perform the Agreement, that the information provided by it is accurate, and that the materials provided do not infringe the rights of third parties.

For failure to perform or improper performance of obligations under the Agreement, the Parties bear liability in accordance with the applicable legislation of the Russian Federation and this Offer.

The aggregate liability of the Contractor to the Customer on any grounds related to the rendering of the Services (including, but not limited to, inadequate quality, breach of deadlines, breach of confidentiality, infringement of third-party rights) is limited to the cost of the specific Service in connection with the rendering of which the basis for liability arose, actually paid by the Customer. The above limitation applies to the maximum extent permitted by the legislation of the Russian Federation.

Neither Party shall be liable to the other Party for lost profit, indirect losses, reputational damage, losses related to suspension of business activity, loss of data, lost income and other similar losses, regardless of whether the Parties could have foreseen the possibility of such losses.

The Parties are released from liability for full or partial failure to perform their obligations under the Agreement if such failure is the result of force majeure circumstances in accordance with Article 401 of the RF Civil Code. Such circumstances include, in particular:

• natural disasters, fires, floods, earthquakes and other natural catastrophes;
• military actions, terrorist acts, mass disorder;
• epidemics, pandemics and related restrictive measures;
• acts of state and local authorities that materially impede the performance of obligations, including the introduction of sanctions, prohibitions and restrictions;
• blocking, restriction of access to or cessation of operation on the territory of the Russian Federation of third-party services (including cloud platforms, payment systems, means of communication and other services) used by the Parties for the performance of the Agreement;
• large-scale failures in the operation of energy supply organisations and communications providers.

A Party affected by force majeure circumstances shall, within 10 (ten) business days from the moment it becomes aware of such circumstances, notify the other Party by email indicated in the Parties' details. If the force majeure circumstances continue for more than 60 (sixty) consecutive calendar days, either Party is entitled to unilaterally withdraw from the Agreement, subject to settlement for the Services actually rendered up to the moment of withdrawal.

The Contractor is not liable for actions and decisions of the Customer made on the basis of consultations, recommendations or other materials provided in the course of rendering the Services. The decision on the practical application of the Contractor's recommendations is made by the Customer independently and at the Customer's sole responsibility.

The procedure for the processing of personal data of Website users and Customers (individuals or representatives of legal entities), including the legal grounds, purposes, scope of processed data, storage periods, rights of data subjects and applied protection measures, is set out in the Contractor's Privacy Policy, located at goldjaxe.com/privacy. This Offer does not duplicate the provisions of the Privacy Policy; in matters of personal data processing, the Parties are governed by its provisions.

Personal data is processed by the Contractor in accordance with the requirements of Federal Law No. 152-FZ of 27 July 2006 "On Personal Data" ("Law No. 152-FZ") and subordinate regulations.

Storage of databases containing personal data of citizens of the Russian Federation is carried out by the Contractor using servers located on the territory of the Russian Federation, in accordance with Part 5 of Article 18 of Law No. 152-FZ.

The Operator has submitted a notification to Roskomnadzor on the processing of personal data in the manner provided for by Part 3 of Article 22 of Law No. 152-FZ.

The Customer acting as an operator of its own personal data (including personal data of its employees and counterparties) transferred to the Contractor in the course of rendering the Services bears sole responsibility for the existence of legal grounds for such transfer and for compliance with the rights of the relevant data subjects.

This Offer enters into force from the moment of its publication on the Website and remains in force until it is withdrawn by the Contractor or until a new version of the Offer is published.

The Contractor is entitled to unilaterally amend the text of the Offer. Amendments enter into force upon expiry of 10 (ten) calendar days from the moment of publication of the new version of the Offer on the Website, unless a different period is specified in the new version itself and is not contrary to the legislation of the Russian Federation.

Customers are notified of amendments to the Offer through publication of the new version of the Offer on the Website and update of the last revision date and revision number indicated at the top of the document. No additional personal notification is required.

The Customer is obliged to independently monitor the current version of the Offer placed on the Website. Continued submission of Requests and performance of subsequent acceptances after the amendments enter into force constitutes the Customer's consent to the new version of the Offer.

Amendments to the Offer that enter into force after a full acceptance has been performed for a specific project do not apply to the relations of the Parties under the already concluded Individual Statement of Work (invoice, separate agreement), unless otherwise agreed by the Parties in writing.

The Agreement entered into by the Parties on the basis of this Offer may be terminated at any time by agreement of the Parties. A termination agreement is executed in writing and determines the procedure for final settlements.

The Customer is entitled at any time to unilaterally withdraw from the Agreement, subject to reimbursement to the Contractor of the expenses actually incurred by the Contractor, in accordance with Article 782 of the RF Civil Code. Expenses actually incurred include, in particular: the cost of work performed by the Contractor before receipt of the notice of withdrawal; expenses of the Contractor on engagement of third parties; expenses on materials, equipment and other resources acquired specifically for the purposes of performance of the Agreement and not subject to return.

The Contractor is entitled to unilaterally withdraw from the Agreement in the event of a material breach by the Customer of its obligations. Material breaches include, in particular:

• delay in payment for the Services (or the relevant stage) by more than 15 (fifteen) business days from the payment deadline agreed by the Parties;
• breach by the Customer of the confidentiality obligations established by Section 6 of this Offer;
• breach by the Customer of the provisions of Section 7 of this Offer relating to intellectual property;
• provision to the Contractor of knowingly false information or counterfeit documents that materially affected the terms of the Agreement;
• obstruction of the rendering of the Services expressed in systematic failure to provide necessary information, materials or access, provided that the Contractor has sent a prior notice and granted a reasonable period for the breach to be remedied.

Upon termination of the Agreement at the initiative of the Contractor in connection with a material breach by the Customer, the Customer shall pay in full for the Services actually rendered up to the moment of termination. Advance payments are non-refundable in the part corresponding to the cost of the Services actually rendered.

A notice of unilateral withdrawal from the Agreement is sent by one Party to the other Party by email indicated in the Parties' details. The Agreement is deemed terminated upon expiry of 10 (ten) business days from the moment the notice is sent, unless a different period is specified in the notice. Legally significant messages sent in this manner are deemed received in accordance with Article 165.1 of the RF Civil Code.

Termination of the Agreement does not release the Parties from obligations that arose prior to termination, including obligations to pay for Services actually rendered, obligations of confidentiality, and obligations relating to intellectual property.

The Agreement entered into on the basis of this Offer is governed by and shall be construed in accordance with the legislation of the Russian Federation pursuant to Articles 1186 and 1210 of the RF Civil Code. The applicable law does not depend on the language of communication between the Parties, the nationality of the Customer or the Customer's place of registration.

All disputes, disagreements and claims arising out of or in connection with the Agreement, including those relating to its conclusion, amendment, performance, breach, termination and invalidity, shall be settled through negotiations between the Parties.

Prior to applying to court, the Party that considers its rights to have been violated shall send the other Party a written claim setting out the substance of the demands and the circumstances on which they are based. The claim is sent by email to the address indicated in the relevant Party's details. The period for review of the claim is 15 (fifteen) business days from its receipt, which corresponds to the requirements of Article 4 of the Arbitration Procedural Code of the Russian Federation.

In the event that an amicable settlement is not reached, disputes shall be resolved by the Arbitration Court of the Moscow Region (Arbitrazhny Sud Moskovskoy Oblasti), if the Customer is an individual entrepreneur or a legal entity. The jurisdiction of the Arbitration Court of the Moscow Region applies regardless of the language of communication between the Parties.

If the Customer is an individual acting as a consumer, disputes shall be resolved subject to the provisions of the Law of the Russian Federation No. 2300-1 of 7 February 1992 "On Protection of Consumer Rights", including Article 17 thereof, granting the consumer the right to choose the court (at the location of the Contractor, at the place of residence or stay of the claimant, or at the place of conclusion or performance of the contract). The provisions of this Offer do not limit the rights of the consumer established by mandatory provisions of the legislation.

The recognition by a court of one or more provisions of this Offer as invalid or unenforceable shall not result in the invalidity or unenforceability of the remaining provisions.

Full details of the Contractor:

• Full name: Sole Proprietor Sergey Sergeevich Arkhangelsky (ИП Архангельский Сергей Сергеевич);
• INN (Taxpayer Identification Number): 773183804968;
• OGRNIP (Primary State Registration Number of an Individual Entrepreneur): 320774600445835;
• Address for correspondence: Moscow Region, City of Fryazino, Russian Federation;
• Email address for contractual and legal matters: legal@goldjaxe.com;
• Email address for personal data matters: privacy@goldjaxe.com;
• Website: goldjaxe.com.

Legally significant messages sent to the indicated email addresses are deemed received by the addressee and give rise to the consequences provided for by law or contract, in accordance with Article 165.1 of the RF Civil Code.

The Customer shall provide reliable contact details (email address, telephone number, and, where necessary, postal address) in the Request and the Individual Statement of Work, and shall promptly notify the Contractor of any changes thereto. The risk of consequences of non-receipt of legally significant messages sent by the Contractor to the last known address of the Customer is borne by the Customer.