Q W A N T

Public Offer Agreement

Dear Customer! We ask you to carefully read the presented text of the public offer, in case of disagreement with any of its provisions, you can refuse to purchase the Service or send us your comments and suggestions.

This agreement is addressed to individuals and legal entities (hereinafter referred to as the "Customer"). The online service is provided by the Private Company Bureau for Continuing Professional Development Ltd.(hereinafter referred to as the Provider). The Provider and the Customer have entered into this agreement (hereinafter referred to as the Agreement), as follows:

1. Terms and definitions

1.1. Offer – a public offer of the Provider addressed to any individual or legal entity, to purchase the Services on the existing terms contained in the Agreement, including all its appendices.

1.2. ProviderPrivate company Bureau for Continuing Professional Development Ltd.,which sells the Services presented on the Website.

1.3. Customer – individual or legal entity who accepts the Offer from the Provider on the terms contained in the Agreement.

1.4. Acceptance – the Customer's full and unconditional acceptance of the terms of the Offer.

1.5. Services – informational services provided by the Provider within the framework of Programmes posted in the relevant sections of the Website.

1.6. Programme – means a set of seasons within educational content provided to Customer.

1.7. Season – the time-based track that typically lasts 3 months full-time.

1.8. Order – the procedure for registration of the Customer for participation in individual Programmes within the framework of Services posted in the relevant sections of the Website.

1.9. Website – a collection of electronic documents (files) of the Provider, available on the Internet, containing full information about the content and cost of the Services, the Services themselves, posted at https://www.qwant.kz.

1.10. Registration data – any information related directly or indirectly to a specific or identifiable individual that may be required as part of the payment and performance of Services under this Agreement.

1.11. Digital certificate – a public key certificate, is used to cryptographically link ownership of a public key with the entity that owns it, which will be issued by the Provider upon completion of the programme.

2. General provisions

2.1. In accordance with Article 395 of the Civil Code of the Republic of Kazakhstan (hereinafter referred to as the Civil Code) and Article 15 of AIFC Contract Regulations, this document is a public Offer, and in case if the Customer agrees to it, the Customer accepts this Offer in accordance with the terms of the Agreement. In accordance with paragraph 3 of Article 396 of the Civil Code and paragraph (3) of Article 19 of AIFC Contract Regulations, the fact that the Customer uses the Website, any of its services, functionality, as well as the Customer's registration on the Website and payment for the Services by the Customer is an acceptance of the Offer, which is considered equivalent to concluding an agreement on the terms set out in the Offer. Ignorance of the terms of the Agreement does not release the Customer from responsibility for non-compliance with its terms.

2.2. This Agreement sets out the terms of use of the Website by Customers who, after paying for the Services, using the Website and its services, become users of the Website and Services provided by the Provider.

2.3. The use of the Website, any of its services, and functionality by the Customer means the Customer's unconditional consent to all of the provisions of this Agreement and unconditional acceptance of its terms and conditions with obligations to comply with the obligations imposed on the Customer under this Agreement.

2.4. Provider reserves the right, at its sole discretion, to modify, amend and / or supplement the Agreement at any time without notifying the Customer. The current version of the Agreement is available on the Website at:https://www.qwant.kz

2.5. The use of the Website, any of its services, and functionality by the Customer after making any changes and/or additions to the Agreement means that the Customer agrees to such changes and/or additions.

2.6. The Customer undertakes to regularly, at least once every 14 (fourteen) days, get acquainted with the content of this Agreement in order to be familiarised with its amendments and/or additions in a timely manner.

2.7. If the Customer does not agree to comply with this Agreement, they have the right not to use the Website, delete their account and/or stop using the Website.

2.8. The Customer is notified that in the performance of its obligations, Provider may attract, use or provide the Customer with access to third-party services, software, websites, etc. (hereinafter referred to as “Third-party Products”). The Customer hereby undertakes to independently read and comply with the terms of use, license agreements, terms and conditions, etc. of such Third-party products.

3. Subject of the Agreement. Programmes

3.1. The Provider provides, and the Customer pays for, the Services under the selected Programme, the cost, duration and plan of which are posted in the relevant sections of the Website.

3.2. The cost of the Services under the Agreement is reported on the Website and is in the amount indicated for a specific Programme of interest to the Customer, in accordance with the tariff indicated on the Programme page.

4. Rights and obligations of the parties

4.1. The Provider undertakes to:

4.1.1 Provide the necessary information about the Programmes and Services. The information is posted on the Website.

4.1.2 Provide consulting support regarding the Services provided, the procedure and rules for placing an Order by phone or e-mail.

4.1.3 In the event of changes in the terms and conditions for the provision of Services already paid for by the Customer (the start date, current dates, venue and other changes), notify the Customer at least 24 hours before the start of such changes. Notifications are made by posting the relevant information on the Website, as well as by sending a message to the contact email address provided by the Customer when entering the Registration Data. The Customer is considered to be duly informed at the moment of sending the notification to the email address of the Customer.

4.1.4 Provider shall issue the digital certificate to the Participants upon the completion of the programme: 100% of Bootcamp of the season and minimum of 50% of season projects.

4.2. The Provider has the right to:

4.2.1 Take photos and videos during the provision of Services (including with the use of screen recording technologies) and use the materials obtained during the photo and video shooting at its own discretion. The Provider owns the copyright, as well as the rights related to the copyright to the specified materials.

4.2.2 Unilaterally change the cost of Services, the dates and times of Services, as well as other terms of Services and Programmes.

4.2.3 In case of violation of the rules, compliance with which is necessary for the provision of Services, the Provider is not responsible for the quality of the Services and is also released from liability in connection with the inability to provide Services due to the fault of the Customer. In this case, the Provider has the right to refuse to perform its obligations under the Agreement, the money paid by the Customer is not returned and is considered as the amount of the fine for improper performance of the obligations assumed by the Customer.

4.2.4 Perform modifications to any software on the Website, terminate the operation of the Website if significant malfunctions, errors and failures are detected, as well as in order to maintain and prevent unauthorised access to the Website.

4.2.5 Use the Customer's Registration Data in any way that does not contradict the law.

4.2.6 Advise the Customer during the registration/confirmation/payment of the Subscription price and/or participation in the Programmes, including independently contacting the Customer via email address or phone number specified by the Customer.

4.2.7 Assign or otherwise transfer its rights and obligations arising from its relations with the Customer to third parties, subject to compliance with the rights and interests of the Customer provided for by law.

4.2.8 Use the "cookies" technology. "Cookies" do not contain confidential information and are not transmitted to third parties. The Provider receives information about the IP address of the Website user. This information is not used to establish the identity of the Customer, except in cases of suspicion or fraud.

4.3. The Customer undertakes to:

4.3.1 Independently and in a timely manner get acquainted with the date, time, place, cost and other conditions for the provision of Services.

4.3.2 Fill in the required fields on the Website when registering, specifying reliable contact information. At the same time, the Customer agrees that the Provider independently sets the start date for the provision of Services and the current dates for the provision of Services, depending on the number of Customer in the relevant group.

4.3.3 Pay for the Service on the terms and at the cost applicable at the time of payment. The current terms and price, as well as information about special offers and details of the Provider are posted on the Website.

4.3.4 To participate directly, i.e. to comply with the calendar plan for the provision of Services.

4.3.5 Immediately notify the Provider of the change in their Registration Data in writing, by sending an e-mail message to the Provider's contact person.

4.3.6 If the Customer is not well enough to comply with the calendar plan for the provision of Services due to illness or other circumstances with giving notice to Provider, the Provider can stop the access to the Service until the Customer asks to open access to the Services .

4.3.7 Not to reproduce, repeat, copy, sell, or use for any purpose the information and materials that have become available to them on the Website, except for their personal use.

4.3.8 Check the current version of this Agreement every time they visit the Website.

4.3.9 When using the Website, follow the Terms of Use of the Website, which are available at: https://www.qwant.kz

4.4. The Customer has the right to:

4.4.1 Require the Provider to comply with the terms of this Agreement.

5. Placing and paying for an Order

5.1 The Service is ordered by the Customer on the Website.

5.2 When registering (placing) an Order on the Provider's Website, the Customer undertakes to provide Registration Data about themselves.

5.3 The Customer has the right to edit the Registration Data about themselves.

5.4 The Customer agrees to the use and processing of their Registration Data by the Provider. The Provider uses the Registration Data, among other things, to fulfil its obligations to the Customer.

5.5 The Customer is responsible for the content and accuracy of the information provided when placing the Order.

5.6 All information materials provided on the Website are for reference purposes and cannot fully convey reliable information about the terms of the Services provided. If the Customer has any questions regarding the terms of the Services provided, before placing an Order, they must consult the contact person by phone or send a request to the email address specified on the relevant sections of the Website.

5.7 The Provider hereby informs the Customer that the Customer's payment for the cost of Services and access to the Programmes on the Website is the sale of mass media products posted on the Internet resource in public telecommunications networks, and therefore, an electronic invoice is issued no later than 15 (fifteen) calendar days after the date of payment for Services.

5.8 Payment for the Order is made by transferring money online through the electronic payment system by the following means of payment:

5.8.1 payment cards (VISA, MasterCard)

5.9 The Provider has the right to provide one or several payment methods. The Provider has the right at any time and at its sole discretion to change/remove any payment methods on the Website without the obligation of any communication to the Customer and making changes to this Agreement.

5.10 If more than one payment method is displayed on the Website, the Customer independently chooses a convenient payment method among the possible ones and that are available on the Website at the time of payment. Payment methods and methods that are not provided for and are not available on the Website for making and confirming payments are not accepted.

5.11 By performing actions to connect the payment card binding service, the Customer gives their consent:

on the storage of information by third parties,

be solely responsible for the use of the payment card binding service,

bear all the risks associated with the possible use by third parties of the username, password, answer to the security question, card number, use of automatic authorisation, including when sending a message received by email and other information.

5.12 When using the online payment service, the Customer independently performs the safe shutdown of the online payment service for security purposes. The Provider is not responsible for the possible loss of Registration Data and other possible consequences.

5.13 The price and payment options for the Programmes are set out in Annex 1 to this Agreement. Prices, as well as payment options for any Services listed in Annex 1 to this Agreement may be changed by the Provider unilaterally without notifying the Customer.

5.14 The Website is connected to Internet acquiring, and you can pay for the Services with a Visa or Mastercard bank card. After confirming the selected Programme, a secure window will open with the payment page of the CloudPayments processing center, where the Customer needs to enter their bank card details. For additional authentication of the card holder, the 3-D Secure protocol is used. If the Customer’s bank supports this technology, the Customer will be redirected to its server for additional identification. For information about the rules and methods of additional identification, the Customer must contact the bank that issued the card.

5.15 The online payment service is carried out in accordance with the rules of the International Payment Systems Visa and MasterCard on the principles of confidentiality and security of payment. For this purpose the most up-to-date methods of verification, encryption and data transmission over closed communication channels are used. The bank card data is entered in a secure window on the CloudPayments payment page.

5.16 In the fields on the payment page, the Customer needs to enter the card number, the name of the card holder, the validity period of the card, a three-digit security code (CVV2 for VISA or CVC2 for MasterCard). All the necessary data is displayed on the surface of the bank card. CVV2/ CVC2 is a three-digit security code located on the back of the card.

5.17 Next, the page of the issuing bank will open in the same window to enter the 3-D Secure code. If the Customer does not have a static 3-D Secure configured, it will be sent to their phone number via SMS. If the 3-D Secure code has not been received, the Customer should contact the issuing bank.

5.18 3-D Secure is the most modern technology for ensuring the security of card payments on the Internet. It allows to uniquely identify the authenticity of the cardholder performing the operation and minimize the risk of fraudulent transactions on the card.

5.19 The CloudPayments Processing Centre protects and processes your bank card data according to the PCI DSS 3.0 security standard. The transfer of information to the payment gateway takes place using SSL encryption technology. Further information transfer takes place over closed banking networks that have the highest level of reliability. CloudPayments does not transfer card data to the Provider or other third parties.

5.20 If the Customer has any questions about the completed payment, they can contact the customer support of the payment service by e-mail support@cloudpayments.kz.

5.21 The personal information provided by the Customer (name, address, phone number, e-mail, credit card number) is confidential and is not subject to disclosure. The bank card data is transmitted only in encrypted form and is not stored on the web server of CloudPayments.

5.22 The security of online payment processing is guaranteed by CloudPayments Kazakhstan LLP. All transactions with payment cards are carried out in accordance with the requirements of VISA International, MasterCard and other payment systems. When transmitting information, specialised security technologies for online card payments are used, data processing is carried out on a secure high-tech server of the processing company.

5.23 Payment by payment cards is safe because the authorisation system guarantees the Customers that the payment details of their bank card (number, expiration date, CVV2/CVC2) will not fall into the hands of fraudsters, since this data is not stored on the authorisation server and cannot be stolen.

5.24 The Customers enter their payment data directly in the CloudPayments authorisation system, and not on the Website, therefore, the payment details of the Customer's card will not be available to third parties.

5.25 Payment for Services is non-refundable except in the cases specified below:

5.25.1 If the Customer refuses to participate in the Programme at least 7 calendar days before the start date of the Programme, the funds received by the Provider from the Customer as a payment for participation in such a Programme, shall be refunded to the Customer within 10 (ten) business days from the date of receipt of the refusal. The refusal must be made in the form of a written application of the Customer, filed to the Provider and sent to the following email address:info@qwant.kz. Applications received to the Provider's email address at least 7 calendar days prior to the start date of the Programme are accepted for consideration and processing of refunds.

5.25.2 If the start of the Programme does not occur due to the fault of the Provider, funds received by the Provider as a payment for participation in such a Programme, shall be refunded to the Customer within 10 (ten) business days from the date of cancellation of the Programme, or the funds can be credited to the payment account of another Programme.

6. Use restrictions

6.1 The Customers shall use the Services solely for their internal purposes as contemplated by this Agreement and shall not use the Services to send (a) any form of duplicative and unsolicited message, (b) harvest, collect, gather, or assemble information or data regarding other users without their consent, (c) transmit through or post unlawful, immoral, libelous, tortuous, infringing, defamatory, threatening, harassing, vulgar or obscene material, (d) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents or programs, (e) interfere with or disrupt the integrity or performance of the services or the data contained herein, or (f) attempt to gain unauthorized access to the Services, computer system or networks related to Provider’s systems, (g) constitute an infringement of intellectual property or other proprietary rights, or (h) otherwise violate applicable laws or regulations.

6.2 The Customer shall not, and shall not permit, any person to access or use the Services except as expressly permitted by this Agreement and, in the case of third-party products, the applicable third-party license agreements. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, the Customer shall not at any time, directly or indirectly:

6.2.1 copy, modify, adapt, translate, or create derivative works or improvements of the Services, in whole or in part;

6.2.2 rent, lease, lend, sell, sublicense, assign, distribute, publish, disclose, transfer, or otherwise make available the Services or other materials, to any third party, including or in connection with the internet or time-sharing, service, bureau, software as a service, cloud or other technology or service;

6.2.3 reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or third-party products, in whole or in part; or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to the Provider;

6.2.4 bypass or breach any security device or protection used by the Services or access or use the Services other than by the Customer through the use of his or her own then valid access credentials,

6.2.5 input, upload, transmit or otherwise provide to or through the Services, any information or materials that are unlawful or injurious, or contain, transmit or activate any harmful code,

6.2.6 damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, or third-parties’ provision of services, in whole or in part;

6.2.7 remove, delete, alter or obscure any trademarks, documentation, warranties, or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or other materials, including any copy thereof;

6.2.8 access or use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;

6.2.9 access or use the Services for purposes of competitive analysis of the Services, the development, provision, or use of a competing software service or product or any other purpose that is to the Provider’s detriment or commercial disadvantage;

6.2.10 otherwise access or use the Services beyond the scope of the authorisation granted under this Article.

6.3 For violation of the aforementioned restrictions the Customer shall be expelled and the Provider shall stop the provision of the Services to the Customer. If such violation results in damages to the Provider, the Provider shall put a fine on the Customer in the amount of damages incurred by the Customer.

6.4 If the Customer becomes aware of any actual or threatened activity prohibited by paragraph 6.2. of the Agreement, the Customer shall immediately take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects, and notify the Provider within a reasonable time by e-mail of any such actual or threatened activity.

6.5 Certain third-party products may be distributed by the Provider. For purposes of this Agreement, such third-party products are subject to their own license terms and the applicable flow through provisions. If the Customer does not agree to abide by the applicable terms for such third-party product, then the Customer should not install or use such third-party products. The Services also contain certain open-source software. The Customer understands and acknowledges that such open-source software is not licensed to the Customer pursuant to the provisions of this Agreement and that this Agreement may not be construed to grant any such right and/or license. The Customer shall have only such rights and/or licenses, if any, to use the open-source software as set forth in the respective licenses. All open-source software is provided by the Provider on an “as is” basis and the Provider disclaims all warranties with regard to the open-source software, including without limitation, all implied warranties of merchantability, non-infringement, and fitness for a particular purpose. The Provider is not responsible for any access to or use of data of the Customer by third-party providers or their products or services, or for the security or privacy practices of any third-party provider or its products or services. The Customer is solely responsible for its decision to permit any third-party provider or third-party product or service to use its data.

7. Informational messages

7.1 The Customer agrees to receive updated information, informational messages with the latest news, new offers, special offers and sales announcements of the Provider, as well as information about the news and offers of the partners via SMS and email.

7.2 The Customer can choose the mailing options or opt out.

7.3 The Customer agrees to record telephone conversations to improve the quality of service and confirm the Customer's oral statements, and to store the Customer's data solely for the convenience of subsequent purchases.

7.4 The prices in the mailing list and advertising are not a public Offer.

8. Other conditions

8.1 The Customer hereby agrees to the binding terms of this Agreement.

8.2 In accordance with the terms of this Agreement, the Provider has the right to refuse to place an Order to persons who disagree with the terms of this Agreement.

8.3 The governing law of this Agreement shall be the Acting law of the Astana International Financial Centre.

8.4 All disputes and disagreements that may arise during the execution of this Agreement will be resolved by the Parties through negotiations.

8.5 If any dispute arises in the course of fulfilling the obligations under this Agreement, the Parties shall take all necessary measures to resolve the dispute without recourse to legal proceedings.

8.6 If the Parties have not come to a settlement or in case either Party avoids conduct of negotiations, any dispute, whether contractual or non-contractual, arising out of or in relation to this agreement, including any question regarding its existence, validity or termination, may first be submitted to mediation at the AIFC International Arbitration Centre («the IAC») under its Arbitration and Mediation Rules 2018. If the dispute is not resolved by mediation, then the Parties shall refer the dispute to arbitration at the IAC. In that case, then any dispute, controversy, difference or claim, whether contractual or non-contractual, arising out of or in relation to this Agreement, including its existence, validity, interpretation, performance, breach or termination, shall be referred to and finally resolved by arbitration administered by the IAC in accordance with the IAC Arbitration and Mediation Rules in force on the date on which the Request for Arbitration is filed with the Registrar of the IAC, which Rules are deemed to be incorporated into this clause. The number of arbitrators shall be one. The arbitrator is appointed by agreement of the parties. The seat of the arbitration will be Astana International Financial Centre, Nur-Sultan, Kazakhstan. The language of the arbitration proceedings shall be the English language.

9. Provider's Bank Details

Private company Bureau for Continuing Professional Development Ltd.

BIN 190140900037

Registered address: 55/15 Mangilik El Str., Nur-Sultan, Z05T3C9

Actual address: Z05T3F6, Nur-Sultan, Mangilik El str., 55/23, block c.4.4.

Account number KZ879491100001444993 KZT

     KZ769491100001444997 USD

     KZ229491100001444999 EUR

JSC "ALTYN BANK" (SB China CITIC Bank Corporation Ltd)

SWIFT ATYNKZKA

BIN 190140900037

Beneficiary's code 17

Annex 1 to Public Offer Agreement

Payment Options

1. Upfront Payment

If the Customer agrees to pay the Provider upfront 100% of fee of the selected Programme, the Provider will provide to the Customer 10% to 20% discount on the selected Programme. The discounts for the Programmes for any Services listed in Annex 1 to this Agreement may be changed by the Provider unilaterally without notifying the Customer.

The calculation of discounts on Upfront Payment:

 

No.

Program

Total fee

Discount

Notes

1

Reactor Program

100%

Up to 20%

Discount options for any Services listed may be granted by the Provider unilaterally.

2

Upskill Program

100%

Up to 20%

3

Digital Internships Program

100%

Up to 20%

4

Summer School Program

100%

Up to 20%

 

Total fee constitutes a one-time purchase of the Customer to access the Programme and is non-refundable in accordance with the terms of the Agreement.

2. Payment in Instalments

If the Customer agrees to pay the Provider under the instalment terms the fee of the selected Programme, the Provider will provide the Customer with the following instalment options:

 

Program Type

Months/days

Deadline of payment

Notes

Reactor Program

1

Preseason

1 month

Before start of the Preseason

Upon the failure of Customer to pay in full any installment due date for such installment, Provider has the right to set the Customer account to inactive

2

Season

up to 3 months

Before start of the Season

3

Season 2

up to 3 months

Before start of the Season

4

Season 3

up to 3 months

Before start of the Season

 

Total amount

 

 

 

Upskill Program

5

Preseason

1 month

Before start of the Preseason

Upon the failure of Customer to pay in full any installment due date for such installment, Provider has the right to set the Customer account to inactive

6

Season 2

up to 3 months

Before start of the Season

 

Total amount

 

 

 

 

Payment under the installment terms is non-refundable in accordance with the terms of the Agreement.