Public Offer Agreement

This Agreement is a public contract within the meaning of Article 633 of the Civil Code of Ukraine, under which Sole Proprietor (Individual Entrepreneur) Iryna Dmytrivna Akbarova (hereinafter referred to as the "Contractor") provides EMS training services to any interested persons (hereinafter referred to as the "Customer(s)"), and which governs the relationship between the parties and establishes their rights and obligations, etc. The current version of the Agreement is always available on the Contractor's Website. Acceptance of this Agreement by the Customer is carried out by signing by the individual (Customer) the Informed Consent or the "Rules for Clients of the 'MihaEMS' Studio".

1. TERMS, CONCEPTS AND DEFINITIONS

1.1. In this Agreement, the following terms, concepts and definitions shall have and be used in the following meanings:

1.1.1. EMS Training Services – a certain action or a set of actions involving dual muscle load performed by the Contractor at the "MihaEMS" studio using EMS suits (Electrical Muscle Stimulation).

1.1.2. Customer – an individual who has applied to the Contractor for EMS training services.

1.1.3. "MihaEMS" Studio – the place where EMS training services are provided by the Contractor and which is located at: 10 Kropyvnytskoho Street, Kyiv.

1.1.4. Contractor's Website – a webpage on the Internet at:
https://emsmiha.com.ua/en, which is one of the sources of informing Customers about the Contractor's services.

1.1.5. Acceptance – the complete, unconditional and unreserved acceptance by the Customer of the terms of this Agreement and the rules for the provision of services.

2. GENERAL PROVISIONS

2.1.

This Agreement is a public offer that enters into force by accepting its terms without being signed by the Parties. The Agreement has legal force and is equivalent to an agreement signed by the Parties.

2.2.

The signing by the Customer of the Informed Consent and the receipt by the Customer of EMS training services mean that the Customer has familiarized himself/herself with the terms of this Agreement and the rules for the provision of services, agrees with them without any exceptions, and confirms that:

2.2.1. all rights and obligations regarding the provision of EMS training services are understood;

2.2.2. the Customer has reached the age of 16;

2.2.3. all contraindications to EMS training procedures are understood;

2.2.4. the Customer has no oncological diseases, chronic or acute thrombophlebitis, respiratory system disorders, pacemaker, pregnancy, epilepsy (or other severe neurological diseases), abdominal wall or inguinal hernia, or diabetes;

2.2.5. being present at the "MihaEMS" studio while under the influence of alcohol or narcotic substances is prohibited.

2.3.

All terms of this Agreement are mandatory. Before using the Contractor's services, the Customer is obliged to familiarize himself/herself with the terms of this Agreement. If the Customer disagrees with this Agreement in whole or in part (or with any separate provision thereof) or with the rules for the provision of services, the Customer shall not be entitled to receive EMS training services from the Contractor.

3. SUBJECT OF THE AGREEMENT

3.1.

The Contractor undertakes, in accordance with the procedure and under the conditions specified in this Agreement, to provide the Customer with EMS training services or other related services (hereinafter referred to as the "EMS Training Services") provided for by the Contractor's Price List (the Price List is posted on the Contractor's Website), based on the Customer's oral request or online request through the Website, and the Customer undertakes to accept and pay for the provided EMS training services.

3.2.

EMS training services shall be provided in accordance with standards in the field of healthcare and fitness.

3.3.

EMS training services are provided at the "MihaEMS" studio located at: 40 Antonovycha Street, Kyiv, 01033. The Contractor may, at any time, but with mandatory prior notification to the Customer, change the place of provision of EMS training services.

3.4.

EMS training services shall be provided exclusively after the Customer signs the Informed Consent.

3.5.

The Customer may order either a one-time service (single training/session) or a package of services (hereinafter referred to as the "Service Package") offered by the Contractor.

3.6.

The Contractor shall not disclose to third parties any information concerning the Customer's health condition (blood group, Rh factor, information on previous illnesses, surgeries, chronic diseases, etc.) that became known to the Contractor in connection with the performance of this Agreement, except as provided by the legislation of Ukraine.

4. CONTRACT PRICE AND PAYMENT PROCEDURE

4.1.

Services under this Agreement shall be provided to the Customer on a paid basis.

4.2.

The price of this Agreement shall be determined as the total amount of EMS training services provided by the Contractor and accepted by the Customer.

4.3.

The cost of EMS training services shall be determined depending on the scope of services provided and in accordance with the Contractor's current Price List effective on the date of provision of such services, which is posted on the Contractor's Website.

4.4.

In the event that the Customer orders a one-time provision of Services, payment for such services shall be made by the Customer in the amount of 100% of the cost of the services immediately after the actual receipt of such services, in accordance with the procedure determined by the Contractor, by one of the following methods at the Customer's discretion:

4.4.1. by making a cash payment to the Contractor's cash desk;

4.4.2. by making a bank transfer to the Contractor's account.

4.5.

In the event that the Customer orders a Service Package, payment for such Service Package shall be made by the Customer in the amount of 100% of the cost of the Service Package prior to the actual receipt of such services, in accordance with the procedure determined by the Contractor, by one of the methods specified in clauses 4.4.1–4.4.2 of this Agreement, at the Customer's discretion.

4.6.

The Customer may be granted a discount on the cost of EMS training services, the amount of which shall be determined in accordance with the procedure established by the Contractor.

4.7.

In the event of the Customer's partial refusal to receive the purchased Service Package, the cost of actually paid but unused services shall be refunded to the Customer based on the following value of service periods (training sessions):

the cost of the first training session from the purchased Service Package shall amount to 75% of the total cost of the Service Package;
the cost of each subsequent training session shall amount to a sum resulting from dividing 25% of the total cost of the Service Package by the number of remaining training sessions.

The amount to be refunded to the Customer shall be calculated depending on the number of unused services (training sessions) and shall be refunded by the Contractor based on the Customer's written application.

4.8.

If the Customer cancels a training session less than 8 (eight) hours before the actual receipt of services for the next period (next training session), the cost of such service period (training session) shall not be refunded to the Customer, and the Customer shall be deemed to have received EMS training services for such period (training session).

5. PROCEDURE FOR THE PROVISION OF SERVICES

5.1.

Prior to the provision of EMS training services, the Contractor shall inform the Customer of the list, composition and cost of the services provided and shall verbally agree with the Customer on the list and cost of all services the Customer wishes to receive.

5.2.

EMS training services shall be provided by prior appointment made by telephone or via the Internet. Provision of EMS training services without a prior appointment shall be possible only if no other Customers have previously booked the relevant time slot. The date and time of service provision shall be agreed upon verbally by the Contractor and the Customer.

5.3.

The date and time of the Contractor's services may be changed at the Customer's initiative before the scheduled time of such service.

5.4.

The date and time of the Contractor's services may be changed at the Contractor's initiative in the following cases:

5.4.1. if the Customer's state of health before the provision of services makes their provision impossible or significantly increases the risks of complications, threats to the Customer's life or health, or other severe or adverse consequences;

5.4.2. occurrence of force majeure circumstances preventing the Contractor from providing the services;

5.4.3. the previously agreed start time of EMS training services may be subject to slight delays due to the varying duration of service provision to previous Customers, which may exceed the estimated time allocated for the relevant service.

5.5.

The existence of the circumstances provided for in clause 5.4.2 of this Agreement shall be determined by the Contractor and communicated to the Customer.

5.6.

The Customer confirms that the Contractor has explained to him/her the rights and obligations established by the current legislation of Ukraine.

6. RIGHTS AND OBLIGATIONS OF THE PARTIES

6.1. Customer's Rights:

6.1.1. to receive EMS training services of proper quality;

6.1.2. to receive accurate and complete information regarding the list, composition and cost of services provided by the Contractor;

6.1.3. to demand the provision of services by the Contractor;

6.1.4. to have the right to confidentiality regarding his/her state of health and information obtained in connection with the performance of this Agreement.

6.2. Customer's Obligations:

6.2.1. to strictly follow the Contractor's recommendations;

6.2.2. where necessary, to provide originals or copies of documents containing information regarding the Customer's state of health;

6.2.3. to pay for EMS training services in the manner and under the conditions specified in this Agreement;

6.2.4. to arrive at the place of provision of EMS training services on the date and at the time determined in accordance with clause 5.2 of this Agreement;

6.2.5. before the provision of services, to inform the Contractor about all known diseases, disorders, allergic or specific reactions of the body, and other material information regarding the Customer's health condition;

6.2.6. in the event of violation or impossibility of compliance with the service schedule agreed upon with the Contractor, if such schedule exists, to notify the Contractor thereof;

6.2.7. while staying at the "MihaEMS" studio, to treat the Contractor and other visitors with courtesy and respect, not to behave loudly, and not to allow rude, tactless or aggressive behavior;

6.2.8. to maintain cleanliness within the premises (training area and changing rooms) of the "MihaEMS" studio and comply with sanitary and hygienic requirements;

6.2.9. Customers appearing at the "MihaEMS" studio under the influence of alcohol or narcotic substances may be refused services by the Contractor;

6.2.10. smoking and consumption of alcoholic beverages are prohibited within the premises of the "MihaEMS" studio and the adjacent territory.

6.3. Contractor's Rights:

6.3.1. to change the procedure for the provision of services and their cost by publishing such changes on the Contractor's Website 5 calendar days prior to their implementation;

6.3.2. to conduct photo and/or video recording of the service provision process and subsequently use anonymized results of such recording for advertising, marketing, educational and other purposes that do not contradict the legislation of Ukraine;

6.3.3. in the event of the Customer's delay, to unilaterally change the term of service provision determined in accordance with clause 5.2 of this Agreement or cancel the provision of such services;

6.3.4. to engage third parties in the performance of its obligations under this Agreement;

6.3.5. to refuse to provide services without the application of any penalties if the information regarding the Customer's health condition obtained by the Contractor contains any contraindications to receiving EMS training services;

6.3.6. to refuse to provide EMS training services in the event of the Customer's violation of the terms of this Agreement;

6.3.7. to refuse performance of this Agreement in the event of force majeure circumstances (military actions, natural disasters, failure of third-party suppliers and partners to provide services).

6.4. Contractor's Obligations:

6.4.1. to provide the Customer with services of proper quality in accordance with the procedure and conditions specified in this Agreement;

6.4.2. to use equipment in accordance with its intended purpose and comply with the rules and conditions for the provision of services;

6.4.3. to maintain and preserve documentation and records in accordance with the requirements of the legislation of Ukraine.

7. LIABILITY OF THE PARTIES

7.1.

In the event of non-performance or improper performance of their obligations under this Agreement, the Parties shall bear liability in accordance with the current legislation of Ukraine, taking into account the terms of this Agreement.

7.2.

7.3.

The Contractor shall not be liable for damage caused to the life or health of the Customer as a result of:

– the Customer's failure to comply with the obligations provided for in clause 6.2.1 of this Agreement;

– the Customer's failure to observe the contraindications to the EMS training procedure;

– the Customer's failure to provide information regarding his/her state of health in accordance with clause 6.2.5 of this Agreement.

7.4.

The Contractor shall be released from liability for damage caused to the life and health of the Customer if the Contractor has complied with the requirements of this Agreement.

8. FORCE MAJEURE

8.1.

The Parties shall be released from liability for non-performance or improper performance of their obligations under this Agreement if such non-performance or improper performance occurred as a result of force majeure circumstances. Force majeure circumstances shall mean: accidents, catastrophes, natural disasters, epidemics, epizootics, war, military actions, civil unrest, strikes, terrorist actions or acts, anti-terrorist operations, fires, explosions, absence of electricity, interruptions in the supply of natural gas or drinking water, breakdown of equipment or machinery, temporary incapacity of the Parties, actions of third parties, adoption of acts by state authorities, and other circumstances beyond the control of the Parties that make timely, full and proper performance of obligations under this Agreement impossible.

8.2.

A Party unable to perform its obligations under this Agreement due to force majeure circumstances shall notify the other Party thereof no later than within 3 (three) calendar days from the occurrence of such circumstances. Upon termination of the force majeure circumstances, the Party affected thereby shall notify the other Party of such termination within 3 (three) calendar days from the end of such circumstances or from the moment when such Party becomes able to notify the other Party thereof.

9. DISPUTE RESOLUTION PROCEDURE

9.1.

In the event of disputes or disagreements arising under this Agreement, the Parties undertake to resolve them through mutual negotiations and consultations.

9.2.

Should the Parties fail to reach an agreement, disputes (disagreements) shall be resolved in court according to the jurisdiction and venue established for such disputes in accordance with the current legislation of Ukraine.

10. TERM OF THE AGREEMENT AND OTHER CONDITIONS

10.1.

This Agreement is a public agreement and contains all essential terms for the provision of services by the Contractor.

10.2.

The Contractor shall not be entitled to refuse to conclude this Agreement provided that it has the ability (including technical, organizational or otherwise) to provide services to the Customer.

10.3.

The terms of this Agreement shall be identical for all Customers.

10.4.

By applying to the Contractor orally or in writing for the receipt of services, the Customer accepts all terms of this Agreement, and the date of the first request and the signing by the Customer of the Informed Consent for the provision of EMS training services shall be deemed the date of conclusion of this Agreement.

10.5.

This Agreement shall be deemed concluded for an indefinite period and shall remain in force until the Parties fully perform their obligations thereunder.

10.6.

This Agreement may be terminated in the event of:

failure by the Customer to fulfill his/her obligations under this Agreement, including violation of payment terms;
violation by the Customer or the Contractor of the terms of this Agreement or the conditions for the provision of services;
refusal by the Customer to receive the Contractor's services.

In the event of termination of this Agreement due to the Customer's refusal to receive services, the amounts paid by the Customer under this Agreement shall be refunded in accordance with clauses 4.6–4.7 of this Agreement.

10.7.

The Contractor shall use its best efforts to ensure that the information posted on the Website is up-to-date and useful at the time of publication and shall not be liable for any use of such information resulting from possible inaccuracies, errors or omissions. The Contractor shall not bear any financial or other liability for intentional or unintentional damages that may arise from the use of information posted on the Contractor's Website, which may become outdated, incomplete, or contain technical or grammatical inaccuracies. The Contractor shall have the right, without prior notice, to introduce changes and additions to the Contractor's services and other information posted on the Contractor's Website.

10.8.

Amendments to this Agreement shall be made by the Contractor unilaterally and shall enter into force from the moment of their publication on the Contractor's Website. The Customer undertakes to independently familiarize himself/herself with the current version of this Agreement, while the Contractor may additionally notify the Customer of changes to the terms of the Agreement.

10.9.

For a Customer who used the Contractor's services prior to amendments being made to this Agreement, continued use of the Contractor's services and payment for the subsequent service period shall constitute confirmation of full and unconditional acceptance of the amended terms of this Agreement.

10.10.

By accepting this Agreement, the Customer consents to the processing of his/her personal data and their inclusion in the Contractor's database in accordance with the requirements of the Law of Ukraine "On Personal Data Protection". By accepting this Agreement, the Customer confirms that he/she has been informed of his/her rights pursuant to the Law of Ukraine "On Personal Data Protection".