Distributor agreement

1. General provisions

1.1. This Agreement is concluded between Tereshchuk Andrii Oleksandrovych, a private entrepreneur registered in Ukraine, individual taxpayer registration number 3796706819, a payer of the third-group single tax who is not a payer of value added tax (the Provider), and the person that has adhered to it in the manner set out in section 5 and that meets clause 3.6 (the Purchaser). Full particulars of the Provider, its addresses, banking details and registrar status are set out on the Our Details page and form an integral part of this Agreement.

1.2. The Provider is an accredited domain name registrar in the domain zones listed at the address stated in clause 12.1, and gives the Purchaser access to its own registration platform for the submission of applications and commands to the registries of those zones.

1.3. This document is a proposal to conclude a contract (an offer) within the meaning of part one of article 641 of the Civil Code of Ukraine: it contains the essential terms of a contract and expresses the Provider's intention to regard itself as bound if the proposal is accepted. The third paragraph of that part (documents in open access on the Internet, added by the Law of Ukraine No. 1667-IX of 15.07.2021) is not the basis relied on here: it describes a proposal addressed to anyone who applies, whereas this proposal is addressed only to those who have obtained Admission. That does not change the fact that neither a handwritten nor an electronic signature is needed to conclude this Agreement — that follows from section 5 and the Law of Ukraine "On Electronic Commerce" No. 675-VIII (clauses 1.7, 5.3, 5.7 and 5.8). The reservation in part two of article 641 of the Civil Code of Ukraine does not apply to this document: it is not advertising and is not an invitation to make proposals. This proposal is addressed solely to those who have obtained Admission under section 4 and who conclude this Agreement in order to resell operations to their own clients rather than for their own needs, and not to anyone who applies; that is why it does not make this Agreement a public contract (clause 1.5). The legal form makes no difference: the Purchaser may be a legal entity, an individual entrepreneur, or a natural person without registration, including a non-resident (clauses 4.1 and 4.6). The only criterion is the ability to perform section 11.

1.3.1. In relation to a person that has not yet obtained Admission, this document is not a proposal to conclude a contract: it is an invitation to submit an application for Admission. It becomes a proposal to conclude a contract in relation to a particular person from the moment Admission is granted to that person, and in the edition in force at that moment. The sequence in which the Agreement is concluded is: the Purchaser's application (section 4) — Admission granted by the Provider (clause 5.1.1) — the Purchaser's acceptance (clause 5.1.2 or 5.1.3). This accords with clause 1.5: the Provider does not undertake to conclude the Agreement with everyone who applies.

1.4. This Agreement is a contract of adhesion within the meaning of article 634 of the Civil Code of Ukraine: its terms are established by the Provider in a standard form and may be accepted by the Purchaser only by adhering to the Agreement as a whole.

1.5. This Agreement is not a public contract within the meaning of article 633 of the Civil Code of Ukraine. The Provider does not undertake to conclude it with everyone who applies: conclusion is preceded by Admission (section 4), and the Provider has the right to refuse Admission on the grounds exhaustively listed in clause 4.5. What makes this Agreement non-public is that the proposal is addressed not to everyone who applies but only to those who have obtained Admission (section 4) and who conclude this Agreement in order to resell operations to their own clients rather than for their own needs (clause 1.3). The Purchaser's legal form is not a criterion here (clauses 3.6 and 4.1), and its subject matter is access to interfaces for the automated submission of Applications, not the registration of domain names as such, which any person may obtain under the Terms of Service (clause 1.5.2).

1.5.1. Notwithstanding clause 1.5, the terms of this Agreement and the tariffs (section 9) are identical for all Purchasers, and the grounds for refusing Admission (clause 4.5), the list of documents (clause 4.2) and the technical requirements (clause 4.4) are exhaustive and objective and are applied identically to all applicants. The Provider does not conclude this Agreement on individual terms, does not grant individual Commission rates and does not release individual Purchasers from the Connection Fee or the minimum Advance outside the limits of a Tariff Plan. A term in fact granted to one Purchaser and better than the one established by this Agreement becomes available to everyone meeting the same characteristics.

1.5.2. Clause 1.5 does not deprive any person — including a natural person who is not an entrepreneur — of the right to obtain domain name registration and maintenance services on terms identical with everyone else's under the Terms of Service, which are a public contract. This Agreement has a different subject matter (clause 3.1) and is nobody's only means of obtaining a domain name.

1.5.3. In fulfilment of clause 1.5.1, the Provider undertakes not to set for individual Purchasers any individual values of the Commission rate, the Credit Limit, the rate limits (clause 6.5) or the order in which Applications are handled beyond the criteria established by this Agreement. The values actually set for a particular Purchaser are supplied to it on written request within five working days.

1.6. The Purchaser adheres to this Agreement in connection with carrying on entrepreneurial activity. Accordingly:

• the Purchaser is not a consumer within the meaning of article 1 of the Law of Ukraine "On Protection of Consumer Rights" No. 1023-XII, and the provisions of that Law do not apply to the relations of the Parties;
• the Parties apply part three of article 634 of the Civil Code of Ukraine, and the Purchaser confirms that before adhering it reviewed the full text of this Agreement, the tariffs (section 9) and the annexes (clause 22.5), that it had the opportunity to assess their content, and that it was not deprived of the opportunity to clarify any provision of them before acceptance.

1.7. The relations of the Parties are governed by the Civil Code of Ukraine, the Law of Ukraine "On Electronic Commerce" No. 675-VIII, the Law of Ukraine "On Protection of Personal Data" No. 2297-VI and other legislation of Ukraine. The Commercial Code of Ukraine ceased to have effect on 28.08.2025 under the Law of Ukraine No. 4196-IX, and therefore any measures the Parties apply against one another — suspension of access, suspension of performance, penalty interest (a contractual penalty accruing for each day of delay), early termination — have an exclusively contractual basis and are applied only in the manner and on the grounds expressly provided for by this Agreement.

1.8. The terms of service for retail clients (Terms of Service) do not apply to the Purchaser, save in the cases expressly stated in clause 19.7.

1.9. The Agreement is concluded in the state language (part fourteen of article 11 of the Law of Ukraine "On Electronic Commerce" No. 675-VIII); the language of service is Ukrainian (article 30 of the Law of Ukraine "On Ensuring the Functioning of the Ukrainian Language as the State Language" No. 2704-VIII), and part six of article 27 of the same Law requires that the Ukrainian-language version of a website be no smaller in volume and content than versions in other languages. None of these provisions establishes the primacy of one language edition over another — that is an agreement of the Parties: the authentic text of this Agreement is the one in Ukrainian, texts in other languages are provided for convenience, and in the event of a discrepancy the Ukrainian text prevails.

1.10. Hierarchy of documents. In the event of a conflict there apply, in descending order of priority: (1) the Standard Contractual Clauses (EU) 2021/914 (Annex 5) — in so far as they cover the matter and only where they apply under clause 13.7; under clause 5 of the Clauses themselves they prevail over any other agreement between the Parties and may not be modified; (2) the rules of the domain zones established by the registries (section 12) — as regards the register itself and the particulars in it; (3) this Agreement; (4) the other annexes to it; (5) other materials on the Provider's website.

2. Terms and definitions

2.1. Platform — the Provider's hardware and software complex, which receives the Purchaser's commands, transmits applications to the registries, and maintains the records of operations and settlements.

2.2. Registry — a collective term covering the administrator of a public domain and the operator of the register of the zone concerned within the meaning of its Regulations: the person that maintains the register and establishes the rules for registration in it. The Registry is not a subcontractor, agent or representative of the Provider; it is an independent entity which alone decides whether to create, change or delete an object in the register.

2.3. Registrant — the person in whose name a domain name is registered. The Purchaser's Registrants are not a party to this Agreement.

2.4. Application — a request by the Purchaser to the Platform for the performance of an operation on a domain name or on a related object (a contact, a name server, a DNSSEC record).

2.5. Operation — delegation (registration), renewal of the term, transfer to the Provider, transfer away from the Provider, change of particulars, restoration, withdrawal of delegation, and other acts provided for by the EPP protocol and by the rules of the relevant zone.

2.6. Ledger Account — the Purchaser's account in the Platform on which receipts and debits are recorded in hryvnia.

2.7. Advance — money paid by the Purchaser in advance and credited to the Ledger Account. The Advance is a prepayment for the Provider's own services; it is not electronic money, is not intended for settlements with third parties and may not be transferred to another person.

2.8. Connection Fee — the one-off fee for creating an account, issuing credentials and granting access to the test environment.

2.9. Registry Cost — the fee charged to the Provider by the registry for the operation concerned. Registry Cost is not, and does not include, any charges the registries make on the Provider irrespective of the number of operations. The Provider bears those charges at its own expense and covers them out of the Commission (clause 9.13); they are not passed on separately to the Purchaser and do not enter into the calculation of the cost of an operation. The amount of the Registry Cost is confidential information of the registries (clauses 9.8.1 and 20.1) and is disclosed neither publicly nor to the Purchaser.

2.10. Commission — the Provider's remuneration for providing services under this Agreement, the rate of which is determined by the Tariff Plan chosen. The way it is calculated forms part of the Pricing Method (clause 2.18) and is not disclosed (clause 9.1.2).

2.11. Tariff Plan — the set of terms that determine the minimum Advance, the Commission rate and the final cost of operations. The plans, and how they are entered, raised, lowered and kept, are established by clauses 9.4—9.7.4; the numerical values are established by the Price List (clause 2.24).

2.12. EPP — Extensible Provisioning Protocol, defined by RFC 5730–5734.

2.13. OT&E — the Platform's test (training) environment, separate from production.

2.14. Message Queue — the queue from which the Purchaser receives the results of asynchronous operations and the registries' notifications. Technically it is implemented by the poll command of the EPP protocol; only the term "Message Queue" is used hereafter.

2.15. Operation identifier — the identifier by which an operation is found unambiguously in the Provider's records. The Provider assigns two such identifiers to an operation, and either of them is enough to find it: the first is returned in the response to the command and is described in clause 7.3.2 of the Our Details page; the second is the operation's record number (clause 7.3.2.2 of the Our Details page), which the Platform assigns to the command before it is performed and uses to tie together everything that command causes; it is the one set out in the itemisation of every operation (clause 9.12). It is enough to quote either of them in an enquiry, a claim or a dispute.

2.15.1. The clTRID of the EPP protocol is not an Operation identifier. It is assigned to the command by the Purchaser itself, and the Provider merely returns it unchanged in the response (clause 7.3.1 of the Our Details page). The Purchaser may choose it freely and may repeat it, so it is not unique in the Provider's systems and is not by itself a basis for a search; the Provider accepts it in addition. The identifier with which the Provider marks its own request to a registry is a third, separate value and contains neither the name nor the account name of the Purchaser (clause 20.4.1 of this Agreement and clause 7.3.4.1 of the Our Details page).

2.16. Credit Limit — the amount within which the Platform permits chargeable operations on the Purchaser's Application to be performed while the Ledger Account is in negative balance. The size of the Credit Limit and the moment from which it operates are known in advance to both Parties (section 10). The Credit Limit must not be conflated with a Forced overdraft (clause 2.25): the first is a deferral the Provider grants on application, the second arises of itself out of an operation nobody ordered.

2.17. Zone Rules — the body of registry documents listed in section 12, namely: the .UA Public Domain Regulations; the .UA Domain Regulations; the regulations of the individual public domains in which the Provider provides services; the Regulations on the maintenance of a domain name where it is not serviced by a registrar; the DNSSEC Extension Regulations; the Regulations of the public WHOIS Internet service; the Regulations of the public RDAP Internet service; the .UA Domain Name Dispute Resolution Policy, the Rules thereto and the Supplemental Rules of the Arbitration and Mediation Center of the World Intellectual Property Organization; and other registry documents that the registries extend to registrars. The list is non-exhaustive only in the sense that a registry may adopt a new document; the composition in force for each zone is set out at the address stated in clause 12.1.

2.18. Pricing Method — the internal method by which the Provider calculates the cost of an operation for the Purchaser from the Registry Cost. It is a single method for all Purchasers, all zones and all operations, is applied to all of them alike and is not disclosed (clauses 9.1.1, 9.1.2 and 9.10).

2.19. Technical Interaction Regulations — the Platform's technical documentation: the description of EPP commands and extensions, the values of the technical limits in force, the mapping of ports to domain zones, and the procedure for working with the test environment. Supplied on request to the support service (the Contacts page).

2.20. Admission — the Provider's decision to give the Purchaser access to the Platform following the verification under section 4. Admission is not an accreditation in any domain zone, is not a permit, a licence or any other public confirmation of status, and gives rise to no relationship whatsoever between the Purchaser and any registry. Admission is an internal procedure of the Provider and is granted solely as between the Parties.

2.21. Accreditation — the Provider's status as an accredited registrar in the domain zone concerned, founded on its own contracts with the registries. In this Agreement the term "Accreditation" is used solely in relation to the Provider; the Provider's internal procedure for verifying a Purchaser is called Admission (clause 2.20).

2.22. Purchaser — a legal entity, an individual entrepreneur, or a natural person not registered as an entrepreneur (clause 4.1), that has obtained Admission and adhered to this Agreement not for personal needs but in order to order the Provider's Services and resell them to its own customers in its own name and for its own account (clause 3.6.4) — that is, to act as a distributor of those Services. This Agreement does not confer on the Purchaser the status of a domain name registrar, is not an accreditation in any domain zone, and creates no legal relationship between the Purchaser and any registry. Whether the Purchaser holds an accreditation of its own in any zone under a different contract with a different person is unknown to the Provider and is not governed by this Agreement; the Purchaser bears the consequences of any such accreditation of its own and has no right to conflate it with the Services under this Agreement (clause 11.8).

2.23. Reseller — a person whom the Purchaser engages to promote, sell or service the Purchaser's own domain name services and who is not a party to this Agreement (clause 11.7).

2.24. Price List — the list published by the Provider of every amount that this Agreement assigns to the Price List. It consists of two pages, both of which constitute Annex 1 to this Agreement (clause 22.5):

• the Tariff Plans page (https://namespace.com.ua/tariffs) — the Connection Fee, the minimum Advance and the Commission rate for each Tariff Plan;
• the prices page (https://namespace.com.ua/pricing) — the final cost of operations by zone, operation and term.

A reference in this Agreement to the Price List is a reference to both pages and, in respect of a particular amount, to whichever of them publishes that amount.

2.25. Forced overdraft — a negative balance on the Ledger Account arising without any Application by the Purchaser, as a result of a debit for the cost of an operation that the registry performed of its own motion and that the Provider could neither order nor avert (clause 12.6.4). A Forced overdraft is not credit, is not a Credit Limit, and has neither an established size nor an established moment of arising; the Parties cannot foresee either (clause 10.11).

2.26. Applicant — a person that has submitted an application for Admission under section 4 and with which the Agreement has not yet been concluded. An Applicant is not a Purchaser and becomes one at the moment stated in clause 5.3.

2.27. Connected person — in relation to an applicant: a person that directly or indirectly controls the applicant, is controlled by it, or is under the control of the same third person as the applicant, and a natural person who is the applicant's director or its ultimate beneficial owner. Control means the ability to exercise decisive influence over a person's management or activity, in particular through holding a share of more than 50 per cent. The Provider invokes connection only where it holds particulars from which the connection can be established, and states them in the refusal (clause 4.6).

3. Subject matter of the Agreement

3.1. The Provider undertakes:

• to give the Purchaser access to the Platform through the EPP interface;
• to accept Applications from the Purchaser, check them for compliance with the Zone Rules and transmit them to the relevant registry — provided that at the moment of transmission the Provider holds an Accreditation in force in the zone concerned and its access to the register has not been suspended by the registry (clauses 14.1.10 and 16.4). The state of the Provider's own settlements with the registry is not a condition of this obligation: a shortfall of funds in the Provider's account at the registry does not release it from transmitting the Application, but only defers transmission within the limits and on the terms of clause 7.5.1;
• to deliver the registry's response to the Purchaser unaltered in substance;
• to maintain settlement records and provide settlement documents.

3.2. The Purchaser undertakes to pay the Connection Fee, to maintain the Ledger Account and to comply with this Agreement and the Zone Rules.

3.3. The Provider does not sell domain names and does not own them. The subject matter of the Agreement is the service of transmitting Applications and providing the technical means of interacting with the registries. A domain name is not goods and does not pass into the ownership of the Purchaser or of the Provider.

3.4. The Provider does not guarantee that any particular domain name will be registered. The Provider guarantees only the transmission to the registry of an Application that complies with the Zone Rules, and the delivery of the registry's response. Registration is deemed to have taken place solely from the moment of confirmation by the registry. This accords with the .UA Public Domain Regulations, under which an application is deemed accepted for processing from the moment the registration system gives the registrar the corresponding confirmation.

3.5. The subject matter of the Agreement does not include: hosting, maintenance of the name servers of the Purchaser or of its Registrants, trademark registration services, legal support in domain disputes, verification on the merits of a Registrant's rights in a designation (clause 12.4), or settlements between the Purchaser and its own customers.

3.6. A party to this Agreement may be a legal entity, an individual entrepreneur, or a natural person who is not registered as an entrepreneur — on the single condition that it is able to perform section 11. That ability is the criterion, and not the legal form, the taxation system or bookkeeping convenience.

3.6.1. Consequences for a natural person who is not an entrepreneur. The systematic provision of services to third parties for profit is entrepreneurial activity, and part one of article 50 of the Civil Code of Ukraine confers the right to carry it on from the moment of state registration as an entrepreneur. The choice of form is that person's own; we do not verify it and are not obliged to, and the consequences — fiscal (for a natural person who is not an entrepreneur, personal income tax and the military levy under the Tax Code of Ukraine) and administrative — fall on them. For the Provider this is not a risk: part three of article 50 of the Civil Code of Ukraine expressly does not allow a natural person who is not registered as an entrepreneur to contest transactions performed by them on the ground that they are not an entrepreneur.

3.6.2. The declared category. On acceding to this Agreement, a Purchaser that is a natural person states whether it acts in connection with carrying on entrepreneurial activity within the meaning of part three of article 634 of the Civil Code of Ukraine. We record that statement together with the record of accession (clause 5.3), and it determines whether that provision governs the construction of this Agreement. The statement changes nothing in the obligations under section 11 and affects neither the price nor the conditions of Admission (clauses 1.5.1 and 1.5.3): it bears on the construction of a contract of adhesion and on nothing else.

3.6.3. Non-residents. A party to this Agreement may be a non-resident in any of the forms listed in clause 3.6 — a legal entity, an individual entrepreneur, or a natural person not registered as an entrepreneur. Residence and legal form are independent of each other, and neither is the criterion under clause 3.6. Settlements are in hryvnia (clause 9.10), and the obligations under section 11 and under the Rules of the zones do not depend on residence. Any taxation or currency-control particulars that arise for a non-resident under its own law are its own affair; we withhold no tax on its behalf and are not its tax agent.

The reasons why the criterion is the ability to perform section 11 are these:

3.6.4. the subject matter of the Agreement is the provision of services to the Purchaser's own customers (clause 11.1), that is, activity directed at third parties rather than at the Purchaser's own needs. It is that, and not the counterparty's form, which places the relations of the Parties outside consumer protection (clause 3.6.7) and makes the obligations of section 11 capable of performance;

3.6.5. this is the principal basis. Section 11 obliges the Purchaser to include nine groups of terms in its own contracts with Registrants (clause 11.2) — as to the .UA-DRP, the processing of personal data, automatic renewal and deletion, transfer to another registrar and other matters — and to supply the text of those contracts on demand (clause 11.3). A person that concludes no contracts of its own with Registrants cannot perform those obligations, and the chain breaks at its very first link. That is why the criterion is the ability to perform section 11, and it is verified on Admission (clauses 4.2.6 and 4.5.7);

3.6.6. the Purchaser acts as an independent controller of personal data in respect of its own customers (clause 13.1.1) and as the first line of support for them (clause 11.5). Both roles presuppose an activity, contracts and liabilities of one's own toward third parties;

3.6.7. it is a consequence, and not the basis, that the Law of Ukraine "On Protection of Consumer Rights" No. 1023-XII does not apply to the relations of the Parties (clause 1.6). The ground is the subject matter of this Agreement: a Purchaser obtains the operations not for personal needs but in order to provide services to its own customers, and is not a consumer within the meaning of article 1 of that Law. That holds equally where the Purchaser is a natural person who is not registered as an entrepreneur;

3.6.8. termination of a legal entity is a ground for terminating this Agreement in the manner set out in clause 18.5 and entails the consequences set out in section 19. Cessation of the entrepreneurial activity of an individual entrepreneur is not a ground for terminating the Agreement: that person remains a party as a natural person, and only what depends on that status changes — the Credit Limit (clause 10.5.1) and the declared category (clause 3.6.2), a change in which it notifies under clause 4.7.

3.7. The Provider has the right to engage third parties in the operation of the Platform (hosting, communication channels, payment services, mail relays), while remaining answerable to the Purchaser for their acts. The amount of that liability is limited by section 15; the basis of the limitation is part one of article 906 and article 627 of the Civil Code of Ukraine. Part two of article 902 of the Civil Code of Ukraine is not cited as the basis, because it provides the opposite — that the provider is answerable to the customer in full; the limitation operates only in so far as the Parties have departed from that rule under article 906 of the Civil Code of Ukraine. This rule does not extend to the registries: they are not persons engaged by the Provider (clause 2.2), and the Provider is not answerable for their acts and omissions (clause 15.5).

4. Verification and Admission of the Purchaser

4.1. A Purchaser may be a legal entity, an individual entrepreneur, or a natural person who is not registered as an entrepreneur (clause 3.6), including a non-resident (clause 3.6.3). The sole criterion is the ability to perform section 11, and that is what clauses 4.2.6 and 4.5.7 verify. The Provider has no right to refuse Admission by reason of an applicant's legal form or chosen taxation system (clause 4.6).

4.2. List of documents for Admission. An application is submitted through the web form at https://namespace.com.ua/admission or by email to info@namespace.com.ua, at the applicant's choice. The applicant provides only the following documents and particulars; the list is exhaustive, and the Provider has no right to require anything beyond it (part four of article 7 of the Law of Ukraine "On Electronic Commerce" No. 675-VIII).

What is asked for depends on who is applying. A particular that an applicant does not have, by reason of their legal form or of their residence, is not required, and its absence is not an incomplete set under clause 4.3: in particular, a natural person who is not registered as an entrepreneur has neither a tax regime nor a VAT status, and a non-resident has neither a EDRPOU code, nor a RNOKPP, nor an account with a Ukrainian bank.

4.2.1. Evidence of state registration:

• for a legal entity — an extract or a statement from the EDR (the Unified State Register of Legal Entities, Individual Entrepreneurs and Civic Formations), generated no earlier than 30 calendar days before the application is submitted, or particulars from the open part of the EDR stating the EDRPOU code, by which the Provider verifies them itself;
• for an individual entrepreneur — an extract or statement from the EDR, or particulars from its open part, stating the RNOKPP, or the series and number of the passport of a person who has refused a RNOKPP on religious grounds;
• for a natural person not registered as an entrepreneur, no document of state registration is required, because no such registration exists. The person states their RNOKPP (or the series and number of their passport if they have refused a RNOKPP on religious grounds); identity is evidenced by the qualified electronic signature with which the Agreement is signed, or by an identity document;
• for a non-resident — an extract, statement or other document of the register of the state of registration, or particulars from its open part, and for a non-resident natural person an identity document. The registration or tax number is stated in the form in which it was issued in the state of registration; the requirement of eight or ten digits does not apply to a non-resident.

4.2.2. Evidence of the signatory's authority. This is required only where someone other than the applicant signs the Agreement: for a legal entity — the EDR particulars of the person authorised to act on the entity's behalf and, where the Agreement is signed by another person, a power of attorney or other instrument conferring authority. An individual entrepreneur and a natural person not registered as an entrepreneur sign the Agreement in person as a general rule, and then no evidence of authority is required of them; identity is confirmed by a qualified electronic signature or by an identity document. Signing through a representative is open to an applicant of any legal form (article 244 of the Civil Code of Ukraine): in that case a power of attorney or other instrument conferring authority is provided, in a form matching the form of this transaction (article 245 of the same Code) — that is, in writing and without notarisation. The Provider neither requires nor retains a copy of an identity document: what is recorded is the kind and number of the document, or the particulars of the qualified public key certificate, together with the date of verification and the person who carried it out. The applicant is additionally identified through clause 5.1.2, under which acceptance is performed by a payment from an account opened in the applicant's own name.

4.2.3. Particulars:

4.2.4. Four email addresses, each of which may coincide with another, but each of which must be stated separately and kept in working order:

4.2.5. A contact telephone number and the particulars of the person responsible for liaison with the Provider.

4.2.5.1. At the applicant's option — the address of their website. This particular is optional: its absence is not an incomplete set under clause 4.3. The requirement to hold a publicly accessible resource carrying the materials in clause 11.3.1 is established by clause 4.4.5 and is verified under clause 4.4; that resource need not be a website.

4.2.6. The text of the Purchaser's contract with its Registrants — for verification of compliance with clause 11.2. The applicant supplies it by any of these means: a link to a published text; the text itself; or a description of how Registrants accept it. No website is needed for this. Clause 11.2 requires the Registrant to ACCEPT the terms, not that they be placed on a web page: terms a Registrant accepts in a messaging application, in a bot, in a file sent to them or by signature on paper satisfy that clause just as well. If the text is still being prepared, the applicant supplies a draft, and the final text before its first operation in the production environment.

4.2.7. Particulars of the ultimate beneficial owner of an applicant that is a legal entity, where they are not contained in the open part of the EDR — for the verification under clause 4.5.3.

4.3. The Provider considers the application within five working days of receiving the complete set of documents and particulars under clause 4.2 and notifies the outcome to the email address stated in the application. If the set is incomplete, the Provider notifies within two working days what is missing; the five-day period begins to run on the day the last of the requested documents is received.

4.4. Technical requirements for the Purchaser. The Provider imposes only the following technical requirements, and it in fact verifies each of them:

4.4.1. the ability to connect to the Platform through the interface in clause 6.1 — an EPP client over TLS version 1.2 or later;

4.4.2. a fixed list of outbound IP addresses from which connections will be made, complying with the limits in clause 6.4: public (internet-routable) addresses, no broader than /24 for IPv4 and no broader than /48 for IPv6, with no addresses of the form 0.0.0.0/0 or ::/0;

4.4.3. the ability to read the Message Queue regularly (clause 6.9) — without which the Purchaser receives neither the results of asynchronous operations nor the registries' notifications;

4.4.4. four working email addresses under clause 4.2.4, each of which accepts mail from any sender;

4.4.5. a publicly accessible internet resource at a permanent address carrying the materials listed in clause 11.3.1. The resource must be available round the clock to any person, without registration, without an account and without installing anything. A website is the ordinary way of meeting this requirement and is not the only one: any page or channel that opens in a browser at a permanent link and satisfies those conditions meets it too.

No other technical requirement whatsoever — in particular as to the Purchaser's name servers, its mail server, any particular software or its performance — is imposed or verified by the Provider.

4.5. The Provider has the right to refuse Admission solely on the following grounds:

4.5.1. the applicant has not supplied the documents provided for by clause 4.2, or has supplied inaccurate particulars;

4.5.2. the applicant does not meet the technical requirements in clause 4.4;

4.5.3. sanctions under the Law of Ukraine "On Sanctions" No. 1644-VII, or international sanctions extending to the Provider, have been applied to the applicant, to its director or to its ultimate beneficial owner, or the conclusion of the Agreement or the performance of an operation for the applicant is prohibited by a requirement of the legislation on preventing and countering the legalisation (laundering) of the proceeds of crime, the financing of terrorism and the financing of the proliferation of weapons of mass destruction, or by a requirement of the Provider's bank or payment services provider applied on that ground. Refusal on this ground is also possible in relation to a non-resident applicant to whom such a requirement applies;

4.5.4. the Agreement with the applicant, or with a person connected with it, was previously terminated by the Provider on the grounds in clause 18.5.1;

4.5.5. the applicant owes the Provider money that has not been cleared;

4.5.6. the Provider has no technical capacity to connect a further Purchaser. On this ground the applicant is, if it so wishes, placed in a connection queue in the order in which applications were received and is notified as soon as connection becomes possible; a refusal on this ground has no other consequence for the applicant and does not prevent a fresh application;

4.5.7. the applicant is not able to perform section 11 — namely: it has supplied neither a published text nor a draft of its own contract with Registrants (clause 4.2.6), or the text supplied does not contain the terms of clause 11.2 and the applicant has not remedied that within the period allowed to it, or the applicant has expressly stated that it concludes no contracts of its own with Registrants. This is the ground set out in clause 3.6.5; it concerns the content and the existence of contracts, and not the applicant's legal form or its taxation system, and the Provider has no right to substitute any other criterion for it.

4.6. A refusal of Admission is notified in written form, stating the ground from the list in clause 4.5. Refusal on any other ground is not permitted. The list in clause 4.5 is exhaustive and identical for all applicants (clause 1.5.1); the Provider has no right to refuse for reasons of expediency or competition or at its own discretion.

4.7. The Purchaser is obliged to notify the Provider of any change to the particulars or documents supplied under clause 4.2 — registration data, director, any of the four email addresses, telephone, payment details, taxation system or the text of the contract with Registrants — within three working days of the day of the change. The Provider is obliged to pass those particulars on to the registries in good time, and the period under this clause is set so that it can.

4.7.1. The running of the period under clause 4.7 is suspended for the duration of a suspension of the Purchaser's access (section 14) and for any period during which the Platform, for reasons attributable to the Provider, rejects the corresponding commands. Changes notified to the Provider in writing during such a period are entered by the Provider itself, and clause 14.1.4 does not apply to them.

4.8. The Provider has the right, no more than once every twelve months, to require confirmation that the particulars supplied on Admission remain valid. An out-of-turn demand is permitted only where there are reasonable doubts as to the accuracy of a particular item or at the demand of a registry, and it states the item to which it relates.

5. Procedure for concluding the Agreement

5.1. Acceptance of this Agreement consists of obtaining Admission (clause 5.1.1) together with either of the two acts set out in clauses 5.1.2 and 5.1.3, performed after it; acceptance is treated as performed by whichever of them happens first:

5.1.1. obtaining Admission under section 4 and notification by the Provider that it has been granted; and

5.1.2. the first top-up of the Ledger Account — in the amount of the minimum Advance for the Tariff Plan chosen or, where that Plan sets no minimum Advance, in an amount sufficient for the Connection Fee to be debited (clause 8.2.1) — from an account opened in the applicant's own name. No separate payment of the Connection Fee is needed: it is debited from the Ledger Account once the top-up is credited (clause 8.2.1). The payment details must make it possible to identify the payer, and the payer's name must match the one the applicant gave under clause 4.2.3, because it is the paying account that confirms the applicant's identity (clause 4.2.2). A payment made by a third party does not constitute acceptance: such money is returned to the payer (clause 5.2), the Admission remains in force, and acceptance is treated as performed once a top-up arrives from the applicant's own account.

5.1.3. or a written confirmation of accession sent by the applicant from the address for legally significant notices (clause 4.2.4), stating the number of the edition of this Agreement to which it accedes. The confirmation does not require a qualified electronic signature; signature on demand is governed by clause 5.8.

5.2. Payment of money constitutes acceptance under part two of article 642 of the Civil Code of Ukraine. At the same time the Parties expressly agree that money received from a person that has not obtained Admission, or from an account not opened in the applicant's name, does not constitute acceptance; such money is returned to the payer within five working days of the day it was credited, to the account from which it came, and the Agreement is not deemed concluded. The return is made in hryvnia; the bank charges are borne by the payer and the exchange difference between the date of crediting and the date of return is not compensated by either Party — under clauses 3.3.1, 8.7 and 11.5 of the document Payments and Refunds.

5.3. The Agreement is deemed concluded from the moment the Provider receives the acceptance (part three of article 11 of the Law of Ukraine "On Electronic Commerce" No. 675-VIII), that is, from the date the money is credited to the Provider's account or from the date the written confirmation under clause 5.1.3 is received — whichever is the earlier — provided that clause 5.1.1 has been complied with. Access to the Platform is opened after the first top-up of the Ledger Account (section 6), whatever the date on which the Agreement was concluded.

5.4. The Provider records the fact of acceptance and retains it as evidence within the meaning of part three of article 634 of the Civil Code of Ukraine. The record of acceptance contains:

• the edition number of this Agreement and the edition number of each annex in force at the moment of acceptance (clause 22.5);
• the date and time of acceptance to the minute, in Coordinated Universal Time (UTC);
• the Purchaser's identifier (clID) and the name of the applicant stated in the application for Admission;
• which of the two acts constituted the acceptance — a top-up of the Ledger Account (clause 5.1.2) or a written confirmation (clause 5.1.3);
• the date and number of the notice granting Admission (clause 5.1.1);
• where acceptance was made by a top-up — the identifier of the payment: the date of crediting, the amount, the payment reference and the details of the payer's account. Where acceptance was made by a written confirmation the record contains no payment particulars, because there was no payment; it contains the address the confirmation came from and the edition it named;
• the declared category under clause 3.6.2 — only where the Purchaser is a natural person, since only a natural person makes that declaration;
• a permanent link to the archived copy of that same edition of the Agreement and annexes (clause 5.6).

Part three of article 634 of the Civil Code of Ukraine requires proof not of the fact of payment but of the terms on which the Purchaser adhered, so it is precisely the edition number and the link to its archived copy that are the essential elements of that record. Those records are retained for the period stated in clause 17.2.

5.5. Until acceptance the Provider has the right to alter or revoke this proposal. That reservation is a term of the proposal itself, as part three of article 641 of the Civil Code of Ukraine expressly permits, under which a proposal may not be revoked during the period allowed for a reply "unless the proposal states otherwise or that follows from its substance or from the circumstances in which it was made"; no separate agreement of the Parties is needed for it and it is no departure from the law. The terms in force at the moment of acceptance apply to the Agreement and are not changed retrospectively.

5.6. At the Purchaser's written request the Provider supplies the edition of the Agreement in force in a format that makes alteration impossible (PDF) — in fulfilment of part seven of article 11 of the Law of Ukraine "On Electronic Commerce" No. 675-VIII. The archive of all previous editions of this Agreement and of its annexes is published at https://namespace.com.ua/legal/archive — the same address as the archive of the other documents in the Legal section — stating for each edition its number and the period during which it was in force. The Provider sends any edition by email on request. The edition in force at the moment of acceptance remains available to the Purchaser for the whole term of the Agreement and for three years after its termination. A term incorporated into this Agreement by reference to a document that was not available at the published address at the moment of acceptance does not apply to the Purchaser.

5.7. At the wish of either Party the Agreement is additionally signed with a qualified electronic signature under the Law of Ukraine "On Electronic Identification and Electronic Trust Services" No. 2155-VIII (title as worded by the Law of Ukraine No. 2801-IX of 01.12.2022). Signature with a qualified electronic signature does not alter the terms of the Agreement and is not a condition of its validity.

5.8. Signature on demand. On the Provider's written demand the Purchaser, within ten working days, signs the current edition of the Agreement with a qualified electronic signature (clause 5.7) or sends the Provider a counterpart signed by hand — a paper original or a scanned copy of it. Such a demand is made no more than once in twelve months, save where it arises out of a dispute between the Parties or a demand of a registry, a court or another competent authority. Signature does not alter the terms of the Agreement and does not affect the date it was concluded (clause 5.3). Failure to provide the signature within that period is a material breach of this Agreement (clause 18.5.1).

6. Technical connection

6.1. Access to the Platform is given through:

• EPP in accordance with RFC 5730–5734 over TLS. The addresses, the ports and the mapping of ports to domain zones are set out in the Technical Interaction Regulations (clause 2.19), which is supplied to the Purchaser after Admission;
• the panel (called "personal account" in the site interface) — a web interface, access to which is given to the Purchaser after Admission; its address is https://namespace.com.ua/account. In the panel the Purchaser views their domain names, the Balance and the charges for operations, the current prices by domain zone and the messages in the Message Queue; manages access to the Account — the password, the list of permitted IP addresses and client certificates; and changes the notification addresses (clause 4.2.4; a change made in the panel is a notification for the purposes of clause 4.7). Viewing a message in the panel is not an acknowledgement of it: acknowledgement is made over EPP, and until then the message stays in the queue (clause 6.9). Domain name operations — registration, renewal, transfer and restore — are not performed in the panel: the Purchaser performs them over EPP. This is the same for every Purchaser, whatever their legal form.

6.1.1. The panel is neither the only nor a mandatory channel. The Purchaser may perform any act provided for by this Agreement by email to the address stated on the Our Details page, and may obtain any document through that same channel. Wherever this Agreement mentions the panel, read "the panel or email". The Provider does not place the consequences of the panel's unavailability on the Purchaser: unavailability of the panel is not a ground for the Purchaser's late performance of any of its obligations and is not a ground for the Provider to refuse to act on an instruction submitted by email.

6.2. The Provider supplies SDKs for PHP, Node.js and Python. The SDKs are supplied under the MIT licence and are hosted in the repositories https://github.com/epptools/php-sdk, https://github.com/epptools/node-sdk and https://github.com/epptools/python-sdk. The repositories are public: access to them requires no Admission and is not granted by the Provider. The MIT licence covers the SDK code and does not extend to the Platform, to its internal documentation or to rights in the Provider's designations. The Purchaser has no right to pass off the SDKs or the Platform as its own development, to reverse-engineer the Platform or to circumvent the access restrictions in place.

6.3. Credentials. The Provider issues the Purchaser with an EPP login, a password and, where needed, a client TLS certificate. Credentials are issued to the Purchaser personally, are confidential (section 20) and may not be passed to third parties, including the Purchaser's own customers and the Resellers it engages (clause 11.7).

6.4. List of permitted IP addresses. Access to EPP is given only from IP addresses entered in the list of permitted addresses. The list operates on the principle that everything is prohibited except what is permitted: a connection from an address absent from the list is rejected. The maximum number of entries in the list is five per Purchaser; an entry is either an individual address or a network no broader than /24 for IPv4 and no broader than /48 for IPv6. An entry must be a public (internet-routable) address or network. Private, local, reserved and documentation ranges are not accepted — in particular 10.0.0.0/8, 172.16.0.0/12, 192.168.0.0/16, 127.0.0.0/8, 169.254.0.0/16, 100.64.0.0/10, 192.0.2.0/24, 198.51.100.0/24, 203.0.113.0/24, 224.0.0.0/4, and for IPv6 fc00::/7, fe80::/10, ::1 and 2001:db8::/32: a connection from such an address does not reach the Provider, so such an entry cannot match any connection. An entry of the form 0.0.0.0/0 or ::/0 is not accepted: it does not widen the list, it abolishes it. The list is changed in the panel or on an application from the Purchaser's technical address (clause 4.2.4); changes take effect no later than fifteen minutes after they are entered.

6.5. Rate limits. A single command-per-minute limit applies to each Purchaser. The value in force is 500 commands per minute, and it is identical for all Purchasers; the Tariff Plan has no effect on it (clause 1.5.3). The number of simultaneous connections is likewise identical for all Purchasers and is not varied by the Tariff Plan: three simultaneous connections. The Provider has the right to lower the limit for an individual Purchaser temporarily only as a measure under clause 14.1.5, only for the duration of the ground and having given written notice of it. A change to the values in force for all Purchasers is made in the manner set out in section 18.

6.6. Commands that cause no debit (availability check, price check, reading of data) consume the rate limit but do not consume money from the Ledger Account.

6.7. If the limit is exceeded, the Platform rejects the excess commands with the corresponding error code. Systematic excess that threatens to exhaust the Provider's quota at a registry is a ground for suspending access under clause 14.1.5.

6.8. Security of credentials. The Purchaser is obliged to: keep its credentials secret; change the password no less than once every twelve months and renew the client TLS certificate before it expires (a certificate is issued for 825 days; the Provider gives a reminder 30 days before expiry); and without delay, and no later than four hours after discovery, notify the Provider of any compromise or suspected compromise. The Provider has the right to revoke compromised credentials immediately without prior notice and to issue new ones.

6.8.1. How the four-hour period runs. The period under clause 6.8 begins when the Purchaser learns of a compromise or a reasonable suspicion of one arises, and is not suspended while the Purchaser conducts its own investigation: notice must be given even where the extent of the incident is not yet established. An incomplete notice given in time is not a breach of this clause — the Purchaser supplements it as the circumstances become clear.

6.9. Message Queue. The results of asynchronous operations and the registries' notifications are delivered through the Message Queue (clause 2.14). The Purchaser is obliged to read the queue regularly. An unread message stays in the queue and can be read for 30 days from the moment it was placed there; after that it is no longer served from the queue. The record itself is kept for 1,095 days — read or unread — as proof that the result was delivered (clause 17.2). That is why reading the queue regularly is an obligation and not a recommendation. A message delivered into the queue is deemed delivered to the Purchaser irrespective of whether it has read it.

6.10. Test environment (OT&E). The Provider gives access to OT&E. In respect of it the Parties agree that:

6.10.1. OT&E is not a production environment; operations in it do not create domain names and give rise to no rights in respect of the real register;

6.10.2. OT&E data may be deleted or reset at any moment without prior notice;

6.10.3. certain scenarios in OT&E are emulated (in particular transfers of domain names using special transfer codes) and do not reproduce the behaviour of the registries in full;

6.10.4. no availability undertaking whatsoever applies to OT&E; the use of OT&E for load testing beyond the limits of clause 6.5 is not permitted.

6.11. Interface changes. The Provider has the right to develop the EPP extensions. The Provider gives notice of changes that break compatibility with the current versions of the SDKs or schemas no later than 30 calendar days before they take effect, to the technical address (clause 4.2.4), stating which commands, elements or fields are changing. This does not extend to changes introduced at the demand of a registry (clause 18.3), or to urgent changes needed to remedy a security vulnerability; the Provider gives notice of such changes without delay from the moment they became binding on it or necessary.

6.12. Notification of the registries about unauthorised access. On discovering unauthorised access to the Platform, to the Purchaser's credentials or to the registration system, the Provider immediately notifies the operator of the register and the administrators of the public domains concerned — including where the source of the incident is the Purchaser's systems. The Purchaser agrees to such notification and must supply the particulars needed to make it complete, within the period set by clause 6.8.

6.12.1. A notification by the Purchaser of a compromise triggers that obligation. A notice sent by the Purchaser under clause 6.8 — of a compromise or suspected compromise of its credentials — is, for the Provider, the discovery of unauthorised access within the meaning of clause 6.12, and the Provider notifies the registries even where the Purchaser asks it not to. The Provider has no right to leave that obligation unperformed, whether at the Purchaser's request or by agreement with it. The period within which the Purchaser notifies the Provider, and the way it runs, are set by clauses 6.8 and 6.8.1.

6.12.2. Extent of the notification. The notification contains only the particulars necessary to assess the threat to the registration system and contains no commercial particulars about the Purchaser — the volume of its operations, the list of its customers, its Tariff Plan or the state of its settlements (section 20). The Provider supplies the Purchaser with a copy of the notification sent, on request. The Purchaser is obliged to supply the Provider without delay, on demand, with the particulars needed to compose such a notification.

7. Procedure for performing operations. Asynchrony

7.1. On receiving a command, the Platform checks it for compliance with the syntax of the protocol, with the Zone Rules and for the availability of funds (section 10), and then either:

• performs it synchronously and returns the registry's final response; or
• accepts it for performance and returns a response that it has been queued.

7.2. Acceptance of a command is not its performance. The Platform's response that a command has been accepted for performance confirms only that the command has been accepted; it confirms neither a registration nor any other operation. An operation is deemed performed solely from the moment of confirmation by the registry (clause 3.4).

7.2.1. The Purchaser's obligation is an obligation of accuracy, not an obligation to keep silent. The Purchaser has no right to tell a Registrant that an operation has been performed before the moment referred to in clause 3.4, and no right to present the acceptance of a command as its performance — neither in its own interface, nor in correspondence, nor on an invoice. The Purchaser may inform a Registrant of the progress of performance (the command has been accepted, the operation is being processed, the registry's response is awaited) at any time and by any means; this Agreement does not restrict the Purchaser's communications with its own customers. The obligation under this clause does not depend on whether the Purchaser reads the Message Queue: it concerns the content of what the Purchaser asserts, not when the Purchaser came to know of it.

7.2.2. Channels through which the result is delivered. The result of an operation is delivered to the Purchaser:

7.2.3. The authoritative channel is the Message Queue. A message delivered into it is treated as delivered to the Purchaser whether or not it was read. The Provider is obliged to retain proof of delivery for the period stated in clause 17.2. Email duplicates the same message for convenience, and failure of the Purchaser's or a third party's mail server to deliver it does not affect the fact of delivery of the result (clause 7.2.2).

7.3. Processing time on the registry's side. Clause 6.4 of the .UA Public Domain Regulations provides: "The time taken to process an application may not exceed 120 hours". The Provider has no contractual right whatsoever to require faster processing from a registry and assumes no obligation as to any period shorter than the one established by the registry. Any periods the Purchaser promises its own customers are its own undertaking.

7.4. Undetermined result. If the registry's response is not received within the technical timeout, the operation takes on undetermined status. In that case:

7.4.1. the corresponding amount is reserved on the Ledger Account and is not debited;

7.4.2. the Provider establishes whether the operation took place and, on that outcome, the reservation either becomes a debit (it did) or is released (it did not). A debit is possible only where the operation was in fact performed; where it cannot be established, the reserved amount is released;

7.4.3. the reconciliation is carried out without delay and is completed no later than 24 hours from the moment the command was submitted; the result is delivered into the Message Queue. A reservation for an operation that is still running is not released by any deadline: while the operation lasts its funds stay reserved, however long it lasts — otherwise the operation would be performed without payment. Separately from that, the Platform releases orphaned reservations — those with no operation behind them at all (a failure between the reservation and the submission of the Application) against which nothing has been charged or released: the Platform checks this at least once every five minutes, and such a reservation is released once an hour has passed since it was made; no request from the Purchaser is needed. The same rule, in the same words, is set out in clause 7.2 of Payments and Refunds;

7.4.4. re-submission by the Purchaser of the same command before the reconciliation is complete may result in a duplicate operation on the registry's side; the risk and the cost of such a repeat operation are borne by the Purchaser.

7.5. Refusal by the registry. If the registry has rejected an Application, no Registry Cost and no Commission are charged, and the amount reserved is released. If the registry has already debited its fee from the Provider and does not return it, the Registry Cost is reimbursable by the Purchaser; no Commission is charged in that case.

7.5.1. A refusal by the registry caused by the state of the Provider's own account. If the registry has refused to perform an Application on grounds relating to the account or the contract of the Provider itself with that registry — in particular a shortfall of funds in the Provider's account at the registry or the blocking of its contract — the Provider has the right not to notify the Purchaser immediately and to re-transmit the Application after topping up its own account, retaining the amount reserved. In respect of such an Application the Provider is obliged:

• to complete its performance or finally notify the Purchaser that it has not been performed no later than 24 hours from the first such refusal;

• once that period expires, to release the amount reserved in full and to notify the Purchaser that the Application has not been performed;

• not to charge any Commission for such an Application in any circumstances;

• at the Purchaser's request, to state that the cause of the delay concerns the Provider and not the Application. The Provider does not thereby disclose any particulars of the state of its settlements with the registry (section 20);

• to resend the Application automatically as soon as funds sufficient for it appear on the Provider's account. Nothing is required of the Purchaser: the Application remains live and does not have to be submitted again — a second Application for the same object is refused while the first is still running, and the amount reserved for it is released at once. No second Application is created and nothing is reserved twice. The order of the queue is preserved — Applications are returned to execution in the order they were submitted.

7.5.2. The circumstance referred to in clause 7.5.1 is not a circumstance beyond the Provider's control, and clauses 16.4 and 15.5.1 do not apply to it. The Provider is answerable for the consequences of the Purchaser missing a period established by a registry, where the missing of it was caused by a delay under clause 7.5.1; the limitation in clause 15.2 is nevertheless retained. Clause 15.8 concerns solely the state of the Purchaser's Ledger Account and does not extend to this case.

7.6. Availability. The Provider assumes no guaranteed level of availability. The Provider takes reasonable measures to keep the Platform running without interruption and monitors its state automatically round the clock. This Agreement establishes no guaranteed level of availability (SLA), and the Provider expressly stipulates that it assumes no percentage of availability, no maximum recovery time and no penalty or compensation whatsoever for an interruption of service. This is said plainly rather than left to be inferred: an obligation whose performance cannot be measured in a way the Parties have agreed is not an obligation, and the Provider does not undertake one while no such measure is agreed. If one is agreed, the figure and the manner of measuring it are introduced in the manner set out in section 18.

7.6.1. The access surfaces and the regime of each of them. The "Platform" is not a single surface, and the consequences of an interruption differ for each:

7.6.2. An interruption does not extend any period, save in the case set out in clause 7.6.1 as regards the Message Queue. In particular, an interruption does not extend periods established by a registry (the registration term, the grace period, the redemption period, the period for approving a transfer), and does not extend the final date for declining an automatic renewal (clause 12.6.3) — those are periods the Provider does not set and cannot extend. An Application accepted by the Platform for performance before the interruption began remains in the queue and is completed after service is restored (clauses 7.4 and 7.5.1); an Application not accepted for performance is submitted again.

7.6.3. An interruption on the registry's side is not the same as an interruption on the Provider's side. Unavailability or unstable operation of a registry, limits and quotas set by a registry, and unavailability of the communications networks between the Platform and a registry are circumstances beyond the Provider's control within the meaning of clause 16.4, and the Provider is not answerable for them. The exception is a shortfall of funds in the Provider's own account at a registry and the blocking of its contract with that registry for non-payment: those are not circumstances beyond the Provider's control, and the consequences are determined by clauses 7.5.1 and 7.5.2. The Provider notifies the Purchaser of an interruption caused by a registry without delay and documents it in the logs (section 17).

7.7. Planned and emergency works.

7.7.1. Planned technical works are carried out in a window every Tuesday from 17:00 to 20:00 Coordinated Universal Time (UTC) with notice no later than three calendar days in advance, to the technical address (clause 4.2.4), stating the expected duration and which of the surfaces in clause 7.6.1 will be unavailable.

7.7.2. Planned works are not carried out on the first day of a calendar month and end before the calendar date changes in Kyiv time, by which the Purchaser counts the life cycle periods of a domain name. No window of planned works falls on the moment at which the "29th day" becomes the "30th".

7.7.3. The notice period — three calendar days — was chosen so that the Purchaser can move to another time the one kind of work that cannot be moved within a day: a bulk operation on several hundred or more domain names. A longer period — 30 calendar days — applies to changes that break interface compatibility (clause 6.11).

7.7.4. Emergency works are carried out without notice where delay would create a threat to the integrity of data, to security or to the Provider's access to the register. The Provider gives notice of them after the event, to the technical address, no later than one hour after they are completed, stating the times they began and ended, the surfaces they concerned and the reason. Emergency works do not release the Provider from its obligations under clauses 7.5.1, 7.6.2 and 11.1.1.

8. The Ledger Account, the Advance and the Connection Fee

8.1. The Ledger Account is maintained exclusively in hryvnia, to the precision of one kopiyka. Mathematical rounding to the kopiyka is applied: half a kopiyka is rounded away from zero. Rounding is performed once — on the final amount of the operation; intermediate values (currency conversion, the calculation under clause 9.1) are calculated to six decimal places and are not rounded.

8.2. The Connection Fee is paid once on conclusion of the Agreement, in the amount established by the Price List (clause 9.4.1 — it is the same for every Tariff Plan). It requires no separate payment and has no separate payment purpose: every sum received from the Purchaser is credited to the Ledger Account as an Advance, and the Connection Fee is debited from the Ledger Account in the manner set out in clause 8.2.1. Once debited, the Connection Fee is not refundable, because what it pays for are acts actually performed and irreversible: creation of the account, issue of credentials and of a certificate, configuration of the list of permitted IP addresses, and the grant of access to OT&E. This does not limit the Purchaser's right to the return of the unspent balance of the Ledger Account (clause 19.5).

8.2.1. When it is debited. The Connection Fee is debited from the first top-up large enough to cover it, in full and in one operation; it is not taken in instalments. If the balance of the Ledger Account is insufficient, the Fee remains undebited and is taken from the next top-up. The amount is determined on the day the Agreement is concluded and is not revised afterwards: if the Agreement was concluded while a promotional price was running, that price applies, whenever the Purchaser first funds the account.

8.2.2. The Connection Fee does not affect which Tariff Plan applies. The plan is determined by the Advance credited (clause 9.5) before the Fee is debited, so a top-up equal to a minimum Advance opens the corresponding plan even if the remainder falls below that threshold once the Fee is taken. A fall in the remainder — whether from the Connection Fee or from any other operation — does not move a Tariff Plan down (clause 9.7.1).

8.3. The Advance is not a fee. The amount of the Advance is credited in full to the Ledger Account, is spent on paying for operations and is refundable as to the unspent remainder in the manner set out in section 19 and in the document Payments and Refunds. The Provider does not retain the Advance and does not deprive the Purchaser of its right to the unspent remainder in any circumstances, save where money is owed (clause 19.5).

8.4. The minimum Advance is a condition of entering a Tariff Plan, not a standing minimum balance. It is checked at the moment of connection or at the moment of a move up to a higher Tariff Plan. A fall in the remainder of the Ledger Account below that amount does not change the Tariff Plan and does not change the Commission rate: a Tariff Plan is kept by the volume of top-ups, not by the remainder (clause 9.7.1).

8.5. Means of topping up the Ledger Account — a bank transfer to one of the Provider's accounts set out on the Our Details page, namely:

The Provider accepts no other means of topping up — no payment systems, electronic wallets or card payments. A top-up after the Agreement has been concluded may be made by another person too — provided the payment reference makes it possible to attribute it to the Purchaser's Ledger Account; the rule in clause 5.1.2 about the applicant's own account concerns acceptance alone, because it is the first payment that confirms identity (clause 4.2.2). Crediting such a top-up creates no rights of the payer under this Agreement and does not make it a Party. In the payment reference the Purchaser states its identifier (clID) or the invoice number; a payment without such a reference is credited once it has been identified manually, and a delay on that account is the payer's risk. Money is deemed received from the moment it is credited to the Provider's account. Banks' transfer fees are borne by the Purchaser; the sum actually received is what is credited to the Ledger Account.

8.6. Where a payment is made in a foreign currency, it is credited in hryvnia at the official rate of the National Bank of Ukraine in force on the date the money was credited to the Provider's account according to the bank statement (clause 292.5 of article 292 of the Tax Code of Ukraine). That rule is the only one and applies to all the accounts listed in clause 8.5, whatever the currency and route of the payment. The Provider applies no other rate whatsoever to the crediting of the Purchaser's payments. The rate applied and its date are stated in the itemisation of the receipt.

8.7. The Provider's tax status. The Provider is a payer of the third-group single tax at the rate of 5 per cent of income under clause 293.3 of article 293 of the Tax Code of Ukraine and additionally pays the military levy at the rate of 1 per cent of income under clause 16-1 of subsection 10 of section XX of the Tax Code of Ukraine, which together amounts to 6 per cent of income. The Provider is not a payer of value added tax, so no VAT is charged on the cost of the Services; no amount under this Agreement is increased by VAT, either when an invoice is issued or subsequently. VAT invoices are not issued. The Purchaser confirms that it is aware of this and will have no right to a VAT credit on transactions under this Agreement.

8.8. Primary documents. The Parties have agreed that the fact that the Services have been provided is evidenced by an invoice signed by the Provider, without an act of services rendered being drawn up. The invoice contains the date or period of provision of the Services and the other mandatory particulars. This provision is applied on the basis of article 9 of the Law of Ukraine "On Accounting and Financial Reporting in Ukraine" No. 996-XIV, in the wording of the Law of Ukraine No. 4791-IX in force from 01.04.2026, which permits the fact that services were provided to be evidenced by a document drawn up and signed by the provider alone, on condition that such a manner of documenting is expressly established by the contract.

8.9. Procedure for, and frequency of, providing documents.

8.9.1. An invoice for topping up the Ledger Account is generated at the Purchaser's demand, for the amount it states, and is sent to the financial address (clause 4.2.4) no later than the next working day after the demand is received. It is not tied to a period of provision of services and is a prepayment document.

8.9.2. Every month, no later than the fifth day of the month following the reporting month, the Provider generates and sends to the financial address: a statement of the Ledger Account for the previous calendar month — listing every debit for operations and every receipt — and an act of services rendered for the same month. Drawing up the act is an additional means of reconciliation and does not alter the rule in clause 8.8: the fact that the Services have been provided is evidenced by the invoice, and the Purchaser's failure to sign the act is neither a ground for treating the Services as not provided nor a ground for non-payment.

8.9.3. Objections to an invoice, to an act or to an individual debit are submitted in the manner and within the period established by clause 17.3. If no objections are made within that period, the document is deemed agreed; this does not deprive the Purchaser of the right to demand the return of sums debited without basis, within the limitation period, where the error is discovered later and is confirmed by the Platform's records (clause 17.1).

9. Registry Cost, Commission and Tariff Plans

9.1. The cost of an operation. The cost of every operation for the Purchaser is a single final sum in hryvnia, published by zone, operation and term in the Price List (clause 2.24, Annex 1). That sum is the price under this Agreement and it is that sum that is debited from the Ledger Account.

9.1.1. The cost is calculated from the Registry Cost under the Pricing Method (clause 2.18) — a single method, identical for all Purchasers, all zones and all operations; the result is rounded once, under the rule in clause 8.1. No other surcharge, coefficient or charge whatsoever is added to the cost of an operation, save for the doubling for a forced automatic renewal expressly provided for by clause 12.6.4. The Method itself is not disclosed, for the reason set out in clause 9.1.2.

9.1.2. Neither the Registry Cost nor the Pricing Method is disclosed or published. The reason is not a commercial one: the Registry Cost is confidential information of the registries (clause 9.8.1), and the published final cost together with the Method would allow the Registry Cost to be calculated. That is precisely why the Provider publishes the final cost — and does not publish the Method by which it was arrived at.

9.1.2.1. The Commission rate for each Tariff Plan, by contrast, is published — on the Tariff Plans page, which is part of the Price List (clause 2.24). This does not offend clause 9.8.1: the Commission rate is the Provider's own figure and not one set by the registries, and on its own — without the undisclosed Method — it does not yield the Registry Cost. The Commission rate is not the Provider's share of the final cost and does not describe what that cost is made up of; it is a characteristic of the Plan by which Plans are compared with one another.

9.1.2.2. None of the above deprives the Purchaser of the means of checking every debit: a debit is checked against the published final cost for the same zone, operation and term (clause 9.12).

9.2. The formula applies to the following operations: delegation (registration); renewal of the term; transfer of a domain name to the Provider; restoration of a domain name, where the Zone Rules permit it.

9.2.1. Operations for which the Provider charges nothing — neither Registry Cost, nor Commission, nor any separate fee: transfer of a domain name away from the Provider to another registrar; issue of the transfer code (AuthInfo) — both to the Purchaser and to a Registrant (clause 11.1.1.1); change of the particulars of a domain name, a contact or a name server; withdrawal of delegation (deletion) of a domain name; checking the availability of a name and checking the cost of an operation (clause 6.6). Money owed by the Purchaser does not change the cost of those operations and is not a ground for not performing them (clauses 14.3.1 and 19.4).

9.3. If the Registry Cost of an operation is nil, the cost of the operation for the Purchaser is likewise UAH 0.00: no Commission is charged and the Pricing Method (clause 9.1.1) is not applied to it.

9.4. Tariff Plans. The Provider operates four Tariff Plans: Base, Standard, Business and Partner. The plans differ from one another in the minimum Advance and in the final cost of operations: the higher the plan, the lower the final cost of each operation, and it is precisely the comparison of final costs across plans that the Purchaser makes when choosing a plan.

9.4.1. The Connection Fee is the same for all four Tariff Plans. The connection work — creating the account, issuing credentials and a certificate, configuring the list of permitted IP addresses, granting access to OT&E (clause 8.2) — does not depend on the plan chosen, and neither therefore does the fee.

9.4.2. Numerical values are not set out in this Agreement. The amount of the Connection Fee, the amount of the minimum Advance for each plan and the final cost of each operation are established by the Price List (clause 2.24), which is Annex 1 to this Agreement. The reason for keeping the figures out of the text of the Agreement is simple: a promotion or a temporary discount placed in the text of the Agreement would require the Agreement to be amended every time it ended. The Price List states for each amount whether it is permanent or promotional and, for a promotional amount, the period for which it applies. The Price List is changed in the manner set out in section 18.

9.4.3. The Pricing Method (clause 2.18) is the same for all Tariff Plans, all zones and all operations. The Plans differ from one another solely in the minimum Advance and in the final cost of operations under the Price List; there is no additional coefficient, surcharge or charge that applies to one Plan and not to another. The cost of operations changes only under section 18 — on not less than 30 calendar days' notice and with the Purchaser's right to terminate under clause 18.2.4 without deduction.

9.4.4. The Commission rate is the same for all Purchasers within one plan (clauses 1.5.1 and 1.5.3), and the Provider may not apply to an individual Purchaser a rate other than the one published for that Purchaser's plan (clause 9.1.2.1). The numerical value of a rate changes under section 18.

9.4.5. Value added tax. The Provider is not a payer of value added tax, so no VAT is charged on the cost of the Services (clause 8.7). The amounts in the Price List are final: neither VAT nor any other tax or charge is added to them.

9.4.6. There are no footnotes and no small-print notes in this Agreement. Every term that creates an obligation or affects cost has a number of its own. A term set out in a footnote, a note or any other text outside the numbering does not apply to the Purchaser.

9.4.7. Money owed by the Purchaser is not a parameter of a Tariff Plan. Neither the Credit Limit (section 10) nor a Forced overdraft (clause 10.11) depends on the Tariff Plan, appears in the Price List or differs from plan to plan.

9.5. Entering a Tariff Plan. The Tariff Plan is determined solely by an objective criterion — the amount of the first Advance, against the minimum Advance thresholds set out in the Price List. If the amount of the first Advance corresponds to none of the thresholds, the nearest lower plan applies, and if it is below the threshold of every plan, the "Base" plan applies. The Provider has no right to assign the Purchaser any plan other than the one that follows from that criterion, whether at its own discretion or by agreement.

9.5.1. A note on the "Base" plan. If the Price List sets the minimum Advance for the "Base" plan at UAH 0.00, that means only that no top-up is needed in order to enter it. It does not mean that operations will be performed on a nil balance. Where the remainder is nil or insufficient, every chargeable operation is rejected immediately with a charging error code, is not retained, does not enter any queue awaiting payment and will not perform itself after a top-up (clause 10.3). There is no queue of operations awaiting payment on the Platform. Accordingly, no chargeable operation will be performed before the Ledger Account is first topped up.

9.6. Moving up to a higher Tariff Plan is automatic and requires no application. As soon as the remainder of the Ledger Account after an Advance has been credited reaches the minimum Advance of a higher plan, that plan applies immediately from the moment of crediting, without waiting for the beginning of a month and without any act on the Purchaser's part. What counts is the remainder, not the size of an individual payment: a Purchaser holding UAH 5,000.00 who tops up by UAH 1,000.00 reaches the UAH 6,000.00 threshold and moves to the corresponding plan. Equally, two top-ups in succession do not by themselves open a higher plan: if part of the money has been spent, what counts is what is left. The Provider notifies the Purchaser at the financial address (clause 4.2.4). No Connection Fee is charged on such a move — neither in full nor in part: it is paid once for the whole duration of the Agreement (clause 8.2).

9.6.1. The price of an operation already reserved is not revised. If, at the moment the Tariff Plan changes, an operation has already been accepted for performance and the amount for it reserved on the Ledger Account (clauses 7.1 and 10.1), it is precisely the amount reserved that is debited, calculated under the plan in force at the moment of reservation, even if the operation completes after the change of plan. That rule operates in both directions — on a move up and on a move down — and operations already performed are not recalculated in any circumstances.

9.6.2. The plan is determined by the remainder at the moment the Advance is credited, and is not revisited against the remainder afterwards. A later fall in the remainder — from the Connection Fee (clause 8.2.2), from the cost of operations performed, or for any other reason — therefore does not move a Tariff Plan down. A move down is possible only under clauses 9.7 to 9.7.3.

9.7. Moving down to a lower Tariff Plan on the Purchaser's application is permitted at any time — in the panel or by email (clause 6.1). The new plan applies from the first day of the calendar month following the month in which the application is submitted, and no separate fee is charged for the move. The new cost applies to operations submitted after the change of plan, subject to clause 9.6.1. A subsequent move back up after a move down is effected in the manner set out in clause 9.6, and no Connection Fee is charged again.

9.7.1. A Tariff Plan is kept by volume, not by the remainder. A Tariff Plan above "Base" is kept on condition that over the three preceding complete calendar months one and a half times the minimum Advance of that plan under the Price List has been reached — on either one of two measures:

• the sum of the Advances credited to the Ledger Account in that period; or
• the value of the operations paid for from the Ledger Account in that period.

Either one suffices: a Purchaser who pays a large sum in advance and spends it over the year meets the condition on turnover, and a Purchaser who tops up regularly meets it on top-ups. The two measures are not added together.

The sum of Advances does not include adjustments, compensations or other credits that are not payments by the Purchaser, and sums returned to the Purchaser are deducted from it.

The check is carried out no more than once a calendar month, after the fifth day, over the three preceding complete calendar months, and a Tariff Plan may not be moved down without such a check. The first three complete calendar months after entering a plan are not subject to the check; the first check is possible in the month following them and covers precisely those three months. While the Provider carries out no check, no Tariff Plan is moved down on this ground — it is a right of the Provider, not an event that happens of itself. Every period in this clause is counted on the Kyiv calendar.

9.7.2. Procedure for moving down following a check. If the condition in clause 9.7.1 has not been met, the Provider notifies the Purchaser in writing at the financial address (clause 4.2.4), stating the calculated sum of top-ups, the sum required and the plan to which the move down will be made. From the day the notice is sent the Purchaser has 30 calendar days in which it may bring the sum of top-ups up to the sum required; in that case the plan is kept and the check is treated as passed. If that is not done, the new plan applies from the first day of the calendar month following the month in which those 30 days expire.

9.7.3. Limits on moving down. A move down has no retrospective effect: operations already performed and already reserved are not recalculated (clause 9.6.1). A move down is by no more than one plan per check and no lower than the "Base" plan. The Connection Fee is not refunded on a move down and is not charged again on a subsequent move up.

9.7.4. The values calculated for a particular Purchaser — the sum of top-ups over the check period, the date of the next check and the plan in force — are supplied to it on written request within five working days (clause 1.5.3).

9.8. The Registry Cost is set by the registries. Registry Cost is not the Provider's price and changes together with the registries' prices.

9.8.1. The Registry Cost is confidential information of the registries and is not published. That information belongs to the registry and not to the Provider, and may not be disclosed to third parties without the registry's prior written consent. The Provider therefore:

• publishes only the final cost of an operation for the Purchaser — by zone, operation and term, as a single sum in hryvnia, in the Price List (clause 2.24);
• discloses the Registry Cost to no one — neither publicly, nor to the Purchaser, nor in the itemisation of an operation (clauses 9.1.2 and 9.12);
• publishes no set of particulars from which the Registry Cost can be calculated — in particular, does not disclose the Pricing Method (clause 2.18) alongside the final cost. Publishing the Commission rate (clause 9.1.2.1) does not offend this: without the undisclosed Method the rate does not yield the Registry Cost, and the rate is itself no term of the contracts with the registries;
• states in no public material any amounts, indexation formulas, exchange rate coefficients or other terms of the contracts with particular registries, and does not name which registry set which amount.

9.8.2. The Purchaser is obliged to treat the cost of operations published for it and the itemisation (clause 9.12) as confidential information (clause 20.1): not to pass them to third parties, including its own customers and the Resellers it engages, and not to use them in advertising materials. To its own customers the Purchaser quotes its own price. Breach of this clause is a material breach of the Agreement (clause 18.5.1).

9.9. Premium (special) domain names. A registry may set for an individual domain name its own registry cost for each operation, different from the registry cost for the zone. The cost of such a name for the Purchaser is calculated under the Method in clause 9.1.1 from that own registry cost, is not set out in the Price List by zone and is communicated to the Purchaser separately for each name before an Application is submitted.

9.9.1. The amount of Commission on a premium operation. The Commission rate is applied to a premium operation as a percentage — because the Provider's risk on such an operation grows with the sum: the Provider pays the registry the whole registry cost in advance out of its own account, before and irrespective of whether the Purchaser settles with it. The Commission is already included in the cost notified to the Purchaser under clause 9.9 and is not charged separately or in addition. In no circumstances does the Purchaser pay more for a premium operation than the cost notified to it, and it is that cost which binds the Provider for the period set out in clause 9.9.2. This rule is the same for all Purchasers (clauses 1.5.1 and 1.5.3).

9.9.2. The price of a premium name is the price at the moment of the operation. The cost communicated to the Purchaser under clause 9.9 is final and binds the Provider for the period expressly stated in the communication itself; if no period is stated, the cost communicated binds for seven calendar days from the day it was sent. Once that period expires, the cost in force at the moment the Application is submitted applies. The Provider cannot give a longer period than it has itself: the registries revise the registry cost of premium names without notice (clause 9.11.1).

9.9.3. A premium name may exceed the Provider's own account at a registry. The registry cost of a premium name may be many times higher than an ordinary one, and the Provider maintains on its accounts at the registries funds calculated for ordinary turnover. An Application for a premium name may therefore be deferred in the manner and within the period established by clause 7.5.1, until the Provider tops up its own account. To avoid this, the Purchaser has the right to give the Provider advance notice of its intention to submit such an Application, by email to the Provider's financial address, no later than two working days beforehand. Where such notice is mandatory for a particular name, the Provider states so expressly in the notification of cost under clause 9.9 itself; absent that statement, the notice is the Purchaser's right and not its obligation. On receiving such notice the Provider ensures that the funds are available by the time stated or notifies without delay that it will not be able to do so. A failure by the Purchaser to send such notice does not deprive it of its rights under clause 7.5.1, but the deferral of the Application is not in that case a breach by the Provider.

9.10. Prices are in hryvnia; the price is fixed when the operation is submitted. The cost of all operations for the Purchaser is determined and paid exclusively in hryvnia. The manner in which the Provider forms that cost out of its settlements with the registries does not concern the Purchaser, plays no part in the settlements with it and is not disclosed (clauses 9.1.2, 9.8.1 and 20.1). As regards price the Provider undertakes:

9.10.1. to apply to an operation the cost in force at the moment it is submitted, and to fix that cost in the itemisation of the operation (clause 9.12);

9.10.2. not to revise the cost so fixed thereafter in any circumstances — including when an invoice is issued, when the statement under clause 8.9.2 is generated and when money is refunded;

9.10.3. to publish a change of cost in advance in the manner set out in section 18 and, in the case of a change dictated by a registry, without delay and within the period the Provider has itself received (clauses 9.11 and 18.3);

9.10.4. to communicate the cost in force of any operation on request, free of charge, before it is performed — by the cost-check command, which consumes no money (clause 6.6), or by email.

9.11. Change of the Registry Cost. A change of a registry's prices takes effect for the Purchaser at the same time as it takes effect for the Provider. The Provider gives notice of such a change without delay from the moment it learns of it, but cannot give the Purchaser a longer notice period than it has itself received from the registry (clause 18.3). The Commission rate is not thereby changed.

9.11.1. The Purchaser is expressly informed that the registries' prices are revised, including out of turn and without prior notice to the Provider. The Provider has no contractual right to require a registry to give prior notice of such a revision and guarantees no notice period whatsoever. Any fixed prices the Purchaser promises its own customers for a defined period are its own risk.

9.12. An itemisation is available for every operation, containing: the final cost of the operation, the zone, the type of operation and the term, the Operation identifier (clause 2.15), and the date and time of the operation. A debit that did not arise from a command of the Purchaser's — a forced renewal by a registry (clause 12.6.4), a top-up of the Ledger Account, or a correction made by the Provider — has no command, so its itemisation carries no Operation identifier; in its place the itemisation states the ground of the debit. The Registry Cost and the Commission rate are not set out in the itemisation, for the reasons in clause 9.1.2. The published final cost for the same zone, operation and term (clause 9.8.1) is sufficient to verify every debit, and the Purchaser has the right to demand correction of any discrepancy in the manner set out in clauses 17.3 and 9.15. The itemisation is provided in the panel and, while that function is unavailable, on request by email (clause 6.1), within three working days.

9.13. Payments to the registries not linked to the number of operations. Any charges that the registries make on the Provider irrespective of the number of operations are not Registry Cost (clause 2.9), are not passed on to the Purchaser and appear in no calculation under clause 9.1. The Provider bears them at its own expense and covers them out of the Commission. The Purchaser is not invoiced for access to the register, for the Provider's Accreditation, for technical checks of the Provider by a registry or for the restoration of its access after a suspension — in no circumstances and whatever their amount.

9.14. The managed automatic renewal service. On a separate written application by the Purchaser the Provider provides an automatic renewal service. The Platform submits daily an Application to renew the registration term by one year in respect of each of that Purchaser's domain names whose registration term expires within the next 14 days, and in respect of each whose registration term expired no more than 30 days ago and which has not yet passed into the redemption period. In respect of that service the Parties agree that:

9.14.1. every such renewal is charged under clause 9.1 as an ordinary renewal and paid from the Ledger Account; the doubling under clause 12.6.4 does not apply to it;

9.14.2. if there is not enough money on the Ledger Account, the renewal is not performed; the Platform repeats the attempt daily within the periods stated above, and the Provider is not answerable for the consequences of non-performance caused by insufficiency of funds (clause 15.8);

9.14.3. the domain names of a Purchaser using this service are not deleted under clause 12.6.6; instead of deleting, the Provider continues its renewal attempts and, if none has succeeded and the registry has carried out a forced renewal, pays the registry for it and invoices the Purchaser at the single cost under clause 9.1, without doubling;

9.14.4. the service is provided on identical terms to every Purchaser that orders it (clause 1.5.1), no separate fee is set for it, and it ceases on the Purchaser's written application from the following calendar day;

9.14.5. the service is not provided in respect of a domain name that is the subject of proceedings under the .UA Domain Name Dispute Resolution Policy, or that is under a restriction imposed by a registry, a court or another competent authority.

9.15. Discrepancy between the calculated amount and the amount actually debited. If the amount actually debited for an operation differs from the published final cost (clause 9.8.1), the difference is returned to the Ledger Account without any separate application by the Purchaser, from the moment the Provider becomes aware of it or, where the Purchaser has reported the discrepancy, within the period for consideration under clause 17.3. This provision operates irrespective of whether the corresponding invoice has been agreed under clause 8.9.3.

10. Debits, exhaustion of the balance and the Credit Limit

10.1. Money is debited from the Ledger Account at the moment an operation is accepted for performance. For operations accepted into the queue (clause 7.1), the amount is reserved and becomes a debit once the registry's confirmation is received.

10.2. The low-balance threshold is a warning level, not a block. The Platform maintains a low-balance threshold for the Ledger Account and sends the Purchaser a warning when the remainder falls below it. Reaching the threshold does not block the performance of operations and is not a contractual event. The threshold is set on the Purchaser's application — in any amount — and may be changed or cancelled at any time by writing from the financial address (clause 4.2.4). There is no default value: if the Purchaser has not stated a threshold, no warnings under this clause are sent at all, and the Purchaser monitors the remainder itself (clause 10.4). The warning is sent to the financial address (clause 4.2.4) and duplicated into the Message Queue (a low-balance event); it is sent no more than once every twenty-four hours for as long as the remainder stays below the threshold. What actually stops an operation is described in clause 10.3.

10.3. Insufficiency of funds. The Platform checks the sufficiency of funds for each individual operation. If the available remainder of the Ledger Account together with any Credit Limit granted is not enough to pay for that operation, the operation is rejected immediately with a charging error code. The code depends on the connection profile: on the RFC profile it is 2104 ("billing failure"), and on the Hostmaster profile, which does not use the 21xx codes for this, it is 2309 ("application rejected"). Which profile applies on which port is stated in the Technical Interaction Regulations (clause 2.19). Both codes mean the same thing and are handled by the Purchaser in the same way. A rejected operation is not retained, does not enter any queue awaiting payment and is not performed automatically once the Ledger Account is topped up: the Purchaser submits it again. There is no queue of operations awaiting payment on the Platform.

10.4. A warning that the Purchaser is obliged to bring to the attention of its own customers. Since an operation for which there are insufficient funds is rejected and will not subsequently perform itself, a shortfall of funds at the necessary moment means a period established by the registry is missed — in particular renewal of the registration term after the grace period has elapsed, approval of a transfer of a domain name within the period established by the Zone Rules, or the registration of a name that another person has registered in the meantime. The Provider is not answerable for the consequences of missing such a period where they were caused by insufficiency of funds on the Ledger Account (clause 15.8). The Purchaser monitors the remainder itself; the warning under clause 10.2 is an ancillary aid and does not replace that duty.

10.5. The Credit Limit is a deferral of payment granted by the Provider. Its size and the moment at which it arises are known in advance to both Parties: the limit is calculated under clause 10.5.4, communicated to the Purchaser and begins to operate on the day it is granted. That is precisely what distinguishes it from a Forced overdraft (clause 10.11), whose size and moment of arising cannot be foreseen.

10.5.1. A Credit Limit is granted solely to individual entrepreneurs and legal entities. A natural person who is not registered as an entrepreneur is not granted a Credit Limit — and that is the only thing that differs for them.

This is no formality and no judgement about such a person. A deferral of payment whose size and period are determined in advance, granted to a natural person who is not an entrepreneur, is consumer credit, and the Law of Ukraine "On Consumer Lending" No. 1734-VIII would extend to it with all of its requirements on a lender — from pre-contractual disclosure to registration of the activity concerned. The Provider provides no financial services, is not a financial institution and does not intend to become one. The restriction follows from the subject matter — from what a deferral of payment is — and not from the counterparty's form, which is why it is the only thing in this Agreement that depends on registration at all.

10.5.2. A Forced overdraft does not undo that restriction and applies to everyone without exception. It is neither credit nor a deferral: it is an obligation to reimburse the cost of an operation the registry has already performed and the Provider has already paid for (clauses 2.25 and 10.11). That obligation arises for a Purchaser irrespective of its legal form, including for a natural person to whom no Credit Limit is granted, and its legal characterisation is set out in clause 10.11.3.

10.5.3. A Credit Limit may be granted on the following conditions: the Purchaser has been served continuously under this Agreement for not less than three calendar months and during that time has had no instance of suspension of access on the grounds in clauses 14.1.1, 14.1.2 or 14.1.4;

10.5.4. the size of the limit does not exceed 40 % of the average monthly total of debits from the Ledger Account for operations over the last three calendar months, and in no event exceeds UAH 10,000.00;

10.5.5. a Credit Limit is granted to every Purchaser that meets the conditions of clauses 10.5.3 and 10.5.4, on its written application, within five working days of the day it is received. The Provider has no right to refuse a Purchaser that meets those conditions, and has no right to grant a limit to one that does not, or in an amount greater than the one calculated. A refusal is given in writing, stating which of the conditions in clauses 10.5.3—10.5.4 has not been met and the calculation from which that follows.

10.5.6. No interest, commission or any other charge for the use of the Credit Limit accrues. The Credit Limit is a deferral of payment for the Provider's own services and not a financial service; the Provider is not a financial institution and does not grant credit.

10.6. Repayment. A Credit Limit used must be repaid in full (the Ledger Account must be brought back into positive balance) within 30 calendar days of the day the negative balance arose.

10.7. Suspension for an exhausted Credit Limit occurs automatically and without delay. The Platform suspends the Purchaser when the negative balance of the Ledger Account reaches the Credit Limit granted, and sends the notice of suspension at the same time as the suspension itself. The check is performed periodically — no less often than once every five minutes — so up to five minutes may pass between the moment the negative balance reaches the limit and the moment of suspension. The Platform sends no separate advance warning, and suspension does not depend on the expiry of the repayment period under clause 10.6: the ground is the exhaustion of the Credit Limit, not the running of a period. The Provider does not introduce and does not promise a function that gives advance warning that the Credit Limit is nearing exhaustion; the means of early warning is the low-balance threshold under clause 10.2, which the Purchaser sets itself and which triggers before the limit is exhausted.

10.7.1. The single exception to the immediacy of suspension. Suspension under clause 10.7 does not follow from a debit under clause 12.6.4 (a forced automatic renewal by a registry) — and that exception is subject to no time limit. When checking whether the Credit Limit has been reached, the Platform adds to the remainder of the Ledger Account the amount of the unrepaid debits under clause 12.6.4 and compares that increased figure with the limit. The exception operates until the remainder of the Ledger Account first becomes non-negative; from that moment those debits are treated as repaid and are no longer added to the calculation. That exception exists because such a debit arises without any Application by the Purchaser and without any check of the sufficiency of funds, and so is not the consequence of its own act. The obligation to pay for such a renewal (clause 12.6.4) and the period for paying it are not thereby altered, and non-payment within the period is an independent ground for suspension under clause 14.1.2.

10.8. During a suspension the Credit Limit is cancelled and may be granted again by a separate decision of the Provider. The extent of a suspension is set out in clause 14.3, and the restoration of access in clause 14.4.

10.9. Penalty interest. For delay in repaying a debt the Purchaser pays a penalty interest at the rate of twice the discount rate of the National Bank of Ukraine in force during the period for which the penalty interest is payable, on the amount of the debt for each day of delay, up to and including the day of actual repayment (articles 549, 611 and 625 of the Civil Code of Ukraine). The amount of the penalty interest is capped at twice the discount rate of the National Bank of Ukraine in force during the period for which it is payable (article 3 of the Law of Ukraine "On Liability for the Late Performance of Monetary Obligations" No. 543/96-VR); to the extent of any excess over that cap the term as to penalty interest does not apply. The accrual of penalty interest is not limited to six months: that limitation was contained in the Commercial Code of Ukraine, which has ceased to have effect (clause 1.7). At the same time, a claim for a penalty interest is subject to a limitation period of one year (clause 1 of part two of article 258 of the Civil Code of Ukraine).

10.10. Order of appropriation. Exercising the right conferred by article 534 of the Civil Code of Ukraine, the Parties establish an order different from the default order under that article: a payment is applied first to the debt for services actually provided, then to the Provider's expenses connected with obtaining performance, and last of all to penalty interest.

10.11. A Forced overdraft is neither credit nor a Credit Limit. A registry may renew the registration term of a domain name of its own motion and invoice the Provider for it (clause 12.6). The Provider is obliged to pay that invoice, after which the corresponding amount is debited from the Purchaser's Ledger Account without any check of the sufficiency of funds — that is, it may create a negative balance beyond the Credit Limit or where there is none. That negative balance is a Forced overdraft (clause 2.25). In respect of it the Parties expressly agree:

10.11.1. The Provider sets no limit whatsoever for a Forced overdraft and cannot set one. Neither the Agreement, nor the Price List, nor the Platform defines a sum up to which a negative balance is "permitted"; no such permission exists. The size of a Forced overdraft equals the sum of the operations the registry has in fact performed and is predictable neither in amount nor in the time at which it arises — neither for the Provider nor for the Purchaser. This is not drafting caution but an exact description of the mechanism: the Provider learns of such a renewal after it has already been performed.

10.11.2. No interest, commission or charge of any kind for the use of a Forced overdraft accrues. A Forced overdraft is not credit, a loan or any other financial service; it is an obligation to reimburse the cost of an operation that a registry has already performed and that the Provider has already paid for. The obligation to reimburse arises immediately on the corresponding invoice being sent to the Purchaser (clause 12.6.4), irrespective of the state of the Ledger Account, of the existence or exhaustion of a Credit Limit, and irrespective of whether the Purchaser's access is suspended (section 14).

10.11.3. Legal characterisation. Since the size and the time of arising of a Forced overdraft are not predictable, it is an unauthorised overdraft within the meaning of clause 6 of part two of article 3 of the Law of Ukraine "On Consumer Lending" No. 1734-VIII and is excluded from the scope of that Law — save for the provisions on the settlement of overdue debt, which always apply. The Parties state expressly: that is precisely why the Agreement sets no cap whatsoever for a Forced overdraft. Setting such a cap would make the overdraft predictable, and that exclusion would cease to operate.

10.11.4. Consequences for access. A Forced overdraft is not in itself a ground for suspending access (clause 10.7.1). The ground is failure to pay the invoice under clause 12.6.4 within the period — clause 14.1.2. Penalty interest under clause 10.9 accrues on the amount of a Forced overdraft only from the day following the expiry of the period for paying that invoice, and not from the day the negative balance arose.

10.11.5. What the Provider is obliged to do. The Provider is obliged: to send the Purchaser an invoice stating the domain name, the date of the operation and the ground (clause 12.6.4); on request, to confirm that the operation was performed by the registry and not by the Provider; not to charge the doubling where under clause 12.6.4.1 it does not apply; and not to submit Applications that create a Forced overdraft — no Application by the Provider creates such a balance.

11. The Purchaser's obligations toward its customers

11.1. The Purchaser concludes contracts with its Registrants in its own name and at its own expense. The Provider is not a party to those contracts and receives no payment from Registrants. At the same time the Provider is the accredited registrar of those domain names toward the registry, and that status imposes on it obligations which it performs directly toward the Purchaser's Registrant, irrespective of the relations between the Registrant and the Purchaser and irrespective of the state of settlements between the Provider and the Purchaser. The list of those obligations set out in clause 11.1.1 is exhaustive.

11.1.1. The Provider's obligations toward the Purchaser's Registrant. The Provider is obliged:

11.1.1.1. not to obstruct a Registrant's wish to change its current registrar and, on an application by the Registrant itself in respect of its own domain name, to issue it with the transfer code (AuthInfo) — including where the Purchaser owes money (clauses 19.4.1 and 19.4.2) and including during a suspension of the Purchaser's access (clause 14.3). The application is sent to the address for registrants' enquiries stated on the Our Details page; the Provider has the right to require the Registrant to confirm its identity or authority — by an enquiry from the email address stated in the contact particulars of the domain name, or by a document signed with a qualified electronic signature — to the extent without which the code cannot be issued, and no further. The state of settlements between the Registrant and the Purchaser, or between the Purchaser and the Provider, has no bearing on this. In domain zones whose rules provide for no transfer code (clause 12.9.4), the Provider, instead of issuing a code, assists the transfer in the manner established by the registry and does not refuse assistance on the ground that no code exists in that zone. The Provider publishes on its website the procedure for such an application and the list of means of confirming identity, and the Purchaser is obliged to bring them to the attention of its Registrants (clause 11.2.6);

11.1.1.2. to implement decisions of an administrative panel of the WIPO Arbitration and Mediation Center made under the .UA Domain Name Dispute Resolution Policy — to block, delete or re-delegate a domain name — and to supply the WIPO Center on its request with confirmation of the registration of a domain name, particulars that it belongs to the named respondent, the Registrant's contact data and, where needed, the contracts for the registration and maintenance of the domain name;

11.1.1.3. not to change the Registrant or the registrar of a disputed domain name while a complaint is being considered under that Policy, or for 15 working days after the consideration concludes (clause 21.4.4);

11.1.1.4. to comply with the registry's requirements in respect of a domain name, including as to blocking, deletion, re-delegation, changes of status and the supply of particulars, and with the decisions of courts and other competent state authorities;

11.1.1.5. to transmit accurate particulars of the Registrant to the register and to keep them up to date, and not to publish the personal data of the Registrant or of the domain name contacts in the WHOIS and RDAP services without the consent of the person concerned (clause 13.5);

11.1.1.6. to take steps to notify the Registrant that the registration term of the domain name is expiring, and to set a status blocking the domain name where it has not been renewed for the next period. The Provider performs that obligation as follows: it automatically sends a notice to the Purchaser at the address under clause 4.2.4 on the schedule in clause 12.6.5, and sends one directly to the Registrant — where the Platform holds a valid email address for it — by a separate act. Notices about a registration term are addressed to the Purchaser, and that is precisely why the Purchaser's obligation to pass them on to the Registrant is a material term of this Agreement. The Provider undertakes to introduce automatic direct notification of the Registrant and to give notice of it in the manner set out in clause 6.11. As at that date the Provider does not set by a separate command the status blocking a domain name in the zones whose rules require it — the block is effected by the registry itself under the rules of the zone — and the Provider undertakes to introduce the submission of that command. The Purchaser is obliged to pass on every such notice to the Registrant without delay and unaltered and has no right to withhold it, to substitute one of its own for it, or to make its transmission conditional on the state of settlements with the Registrant; a failure by the Purchaser to send such a notice is a material breach of this Agreement (clause 18.5.1). The Purchaser is obliged to supply the Provider with the Registrant's valid email address (clause 13.10), without which direct notification is impossible;

11.1.1.7. to accept an abuse report about a domain name from any third party and to take measures on it (clause 11.6), irrespective of whether that person holds an account and whether it is a customer of the Purchaser;

11.1.1.8. no later than 10 days before it ceases to service a zone — in particular where the Provider's Accreditation is terminated or suspended — to take all necessary steps to move domain names to other registrars and to notify Registrants that domain names not moved by that date will be maintained in accordance with the Regulations on the maintenance of a domain name where it is not serviced by a registrar (clauses 19.2 and 19.7);

11.1.1.9. to perform its own obligations as a controller of personal data in respect of a Registrant, in particular to notify it of the processing where the data were obtained otherwise than from it (clause 13.10), and to deal with its enquiries as a data subject (section 8 of the Privacy Policy);

11.1.1.10. to retain the documents evidencing that the Registrant was given information about the processing of personal data, for the whole period of the processing.

11.1.2. The Provider performs those obligations directly, without referring the Registrant back to the Purchaser, and cannot be released from them by agreement with the Purchaser. The Purchaser has no right to obstruct their performance, in particular by refusing to pass on to the Provider a Registrant's enquiry or the Registrant's valid email address (clause 13.10). The Provider's performance of those obligations does not make it a party to the contract between the Purchaser and the Registrant and creates no other obligation of the Provider toward the Registrant.

11.1.3. Domain names whose Registrant is the Purchaser itself. The Purchaser may register domain names for itself as well. This changes nothing in this Agreement: it remains concluded for resale (clauses 1.3 and 3.7), and the fact that some names are held for the Purchaser's own needs does not make it a public contract and does not move the Purchaser into another category. One thing changes: the obligations clause 11.1.1 imposes to protect a Registrant against the Purchaser have nobody to protect in respect of such names, because the Registrant and the Purchaser are the same person; the specific consequence for the transfer code during a suspension under clause 19.4 is set out in clause 19.4.1.1. The rest of clause 11.1.1 — the obligations to the registry operator, the execution of decisions and the notices about the registration term — applies unchanged. Section 11.2 is satisfied, in respect of such a name, by the Purchaser as Registrant knowing and accepting the terms listed there; no separate contract with oneself is needed for that.

11.2. The Purchaser is obliged to include in its contracts with Registrants (or to secure the Registrants' acceptance of) the following terms:

11.2.1. accuracy of particulars — the Registrant confirms the accuracy of the particulars supplied about it and undertakes to keep them updated;

11.2.2. processing of personal data — the Registrant, in concluding the contract, confirms that it has been informed of, and agrees with: the composition and content of the personal data processed; the purposes and aims of the processing and the legal bases for it; the transfer of the personal data to the administrator of the public domain and to the operator of the register as processors of personal data under Ukrainian law (persons who process personal data on the instruction of the controller — the closest, but not an exact, counterpart of a GDPR processor) — for the performance of the contract for the registration and maintenance of the domain name; the storage of the personal data by the Purchaser, by the Provider and by that administrator and operator for the term of the contract for the registration and maintenance of the domain name and/or from the creation of the contact record in the Register until its deletion from the Register; the right of the administrator of the public domain and of the operator of the register to retain the Registrant's personal data after the deletion of the contact from the Register for the limitation period and to use them as evidence, including in proceedings involving the registrar and/or the Registrant; and the Registrant's rights as a data subject under the legislation of Ukraine and (for persons who are in the European Union) Regulation (EU) 2016/679. The administrator of the public domain and the operator of the register are named individually, with their full official name and official website (clause 13.4); the formula "third parties" is not enough. The notification is given at the moment the data are collected (article 12 of the Law of Ukraine "On Protection of Personal Data" No. 2297-VI), and the Purchaser retains the documents evidencing that it was given for the whole period of the processing of the personal data;

11.2.2.1. publication in WHOIS and RDAP — only with consent. The personal data of the Registrant and of the administrative, technical and billing contacts are published in the WHOIS and RDAP services solely at the wish of the person concerned and on the basis of consent obtained from that person, expressed in written form or in a form permitting the conclusion that consent has been given. Consent is given separately for each field (name or business name, organisation name, postal address, telephone, fax, email address) and may be withdrawn as to any of them. The Purchaser is answerable for obtaining that consent and for the lawfulness of transmitting it to the Provider. A refusal to give consent, or its withdrawal, does not affect the validity of the contract for the registration and maintenance of the domain name, is not a ground for refusing service and entails no other adverse consequence; the Purchaser's contract with the Registrant may not provide otherwise. The absence of consent is transmitted to the Provider expressly — as a negative disclosure directive, and the technical arrangements by which that is secured, together with the consequences of failing to send such a directive, are set out in clause 13.5.1;

11.2.2.2. third parties' personal data. The Registrant warrants that the transfer of third parties' personal data — in particular as the administrative, technical and/or billing contact — is carried out in compliance with the legislation of Ukraine and (for persons who are in the European Union) Regulation (EU) 2016/679 and does not infringe their rights, and undertakes itself to notify those persons of the composition and content of the personal data transferred, of the purposes and aims of the processing, of the persons to whom the data are transferred, and of how their rights may be exercised;

11.2.3. the domain dispute resolution policy — the .UA Domain Name Dispute Resolution Policy (in force since 15.02.2025), the Rules thereto and the Supplemental Rules of the Arbitration and Mediation Center of the World Intellectual Property Organization are incorporated into the contract with the Registrant by reference, as clause 1 of the Policy itself expressly requires, and the Registrant undertakes to comply with all three documents;

11.2.3.1. mandatory administrative proceeding — the Registrant agrees that disputes of the kinds listed in paragraph 4 of that Policy which arise with third parties in respect of a domain name of which it is the registrant are resolved by mandatory administrative proceeding before the WIPO Arbitration and Mediation Center;

11.2.4. the Registrant's representations and warranties under paragraph 2 of that Policy: the particulars supplied in the registration contract are complete and accurate; the registration of the domain name does not infringe the rights of third parties; the name is not being registered for an unlawful purpose and will not be used to breach the law; the Registrant is itself responsible for determining whether the registration of the domain name infringes the rights of another person;

11.2.5. consent to the implementation of decisions — the Registrant agrees that the domain name may be blocked, deleted or re-delegated by the registrar in the manner provided for by that Policy, including in implementation of decisions of an administrative panel of the WIPO Center, and also on the basis of a decision of a registry, of a court or of another competent state authority — without any refund of the money it has paid;

11.2.6. transfer to another registrar — the procedure guaranteeing the possibility of transferring a domain name to another registrar without loss of delegation, and the procedure for obtaining the transfer code (AuthInfo). The Purchaser has no right to obstruct a Registrant's wish to change its current registrar and has no right to make the issue of the transfer code conditional on the Registrant's clearing a debt;

11.2.7. asynchrony — the Registrant is informed that an operation may not be performed instantaneously, that the processing time on the registry's side may be up to 120 hours (clause 7.3) and that registration is deemed to have taken place only from the moment of confirmation by the registry;

11.2.8. automatic renewal and deletion — the terms of automatic renewal by a registry, the procedure for and the final date of declining it (clause 12.6.3), and the expected time at which the domain name will be deleted relative to the date on which the registration term ends (clause 12.6.6: the 29th day after the registration term ends in zones where the registry carries out automatic renewal). The Registrant must be expressly warned that the effective last day for renewal at the ordinary cost is that 29th day, not the 30th, and that after deletion the domain name can be recovered only at the restoration cost. The Purchaser also undertakes to pass on to the Registrant, without delay and unaltered, the Provider's notices about the end of the registration term and about the date of deletion (clause 11.1.1.6);

11.2.8.1. the special conditions of individual zones — the Registrant is informed of the special conditions for the performance of Applications listed in clause 12.9 that concern the zone of its domain name, in particular of the period during which a transfer of the domain name is impossible, of the absence of a transfer code in certain zones, of the impossibility of early deletion in certain zones, of the need to confirm the registration through a separate channel of communication, and of the joint movement of a group of mirror domain names;

11.2.9. response to abuse — an undertaking not to use the domain name for unlawful activity and consent to the suspension of delegation in the cases provided for by clause 11.6;

11.2.10. change of Registrant — only on a written application. The re-delegation of a domain name to another registrant is carried out solely on the written application of the domain name's current registrant. This is a requirement of this Agreement and not a prescription of the zone rules: section 7.3.3 of the Public Domain Regulation allows the Registrant to be changed by an ordinary update command. The Purchaser does not tell its own customers that the zone rules or the law require a written application. The basis for the requirement is that a change of Registrant cannot be undone by the Provider, and that the only proof of the current registrant's will in a dispute is their own application; that is why the duty to retain the application (below) is an inseparable part of this clause. Acts performed in the Purchaser's interface, confirmation by email, or the consent of the new registrant do not substitute for that requirement. The Purchaser determines in its own contract which forms of written application it accepts (a paper original, a scanned copy of a signed document, a qualified electronic signature), and retains such applications for the period stated in clause 17.2;

11.2.11. a domain name not serviced by a registrar — the Registrant is informed that, where servicing ceases, domain names not moved to another registrar are maintained in accordance with the Regulations on the maintenance of a domain name where it is not serviced by a registrar, and that this regime is established by the registry;

11.2.12. DNSSEC — the Registrant is informed of the possibility of using the DNSSEC extension and of the specifics of working with it, in order to prevent failures in the operation of the domain name: the keys are managed by whoever operates the name servers; an error in a DNSSEC record, or a key not replaced in time, makes the domain name unreachable for most users even where the name servers are working correctly;

11.2.13. anonymisation of the Registrant's particulars (a proxy contact) — if the Purchaser offers anonymisation of a Registrant's data, it is obliged to inform the Registrant of the risks connected with the impossibility of identifying the registrant of the domain name, in particular of the potential impossibility of identifying the Registrant as the holder of the domain name in the event that the registrar ceases its activity, of technical failures or of loss of data;

11.2.14. accuracy of particulars on a change of registrar or registrant and on early deletion — the Registrant undertakes to ensure the accuracy of the particulars by which it is identified, in particular before a domain name is transferred to another registrar, before a change of registrant and before the early deletion of a domain name;

11.2.15. absence of liability of the administrator and of the operator of the register — the Registrant is informed that the operator of the register and the administrator of the public domain cannot be joined as a Party to court proceedings over domain names and bear no liability for the consequences of the use, non-use or unlawful use of domain names by the Registrant, including as toward third parties, or for the Registrant's infringement of any rights of third parties (clause 15.9).

11.3. At the Provider's demand the Purchaser supplies evidence that clause 11.2 has been complied with — an extract from the corresponding provisions of its own contract or a link to its published text. The registries have the right to verify the Provider's compliance with the corresponding requirements at any time during the term of the contracts with them, so the Purchaser supplies such evidence within five working days of receiving the demand or, where the demand has come from a registry and states a shorter period, within the period stated by the registry, of which the Provider informs the Purchaser at the same time as the demand.

11.3.1. Materials the Purchaser must publish. The Purchaser is obliged to publish on its own publicly accessible resource (clause 4.4.5): its contact particulars (name, place of business, telephone numbers, technical support address, hours of operation); a description of all operations on domain names, including automatic renewal, restoration after deletion and change of registrant and contacts, stating the expected time at which a domain name will be deleted relative to the date on which the registration term ends; the text of its own contract with Registrants; its privacy policy; its payment procedure; the procedure for moving domain names to another registrar where it ceases to service customers; the procedure for the maintenance of a domain name where it is not serviced by a registrar; links to all the documents listed in clause 2.17, in particular to the Regulations of the public WHOIS and RDAP Internet services; the special conditions for the performance of applications (clause 12.9); the address for abuse reports (clause 11.6); the particulars of the accredited registrar under clause 11.8.1; and the statement under clause 11.2.15. That list reproduces the requirements the registries impose on the Provider itself.

11.4. Indemnity. The Purchaser shall indemnify the Provider for documented losses, sums recovered from the Provider by a registry, and legal costs arising out of: inaccuracy of particulars of Registrants; infringement of third parties' intellectual property rights by domain names submitted by the Purchaser; abuse by its Registrants; or failure to perform clause 11.2. This provision is founded on freedom of contract (article 627 of the Civil Code of Ukraine) and is not an acknowledgement by the Provider of anyone's liability toward third parties.

11.5. Support. The Purchaser is the first line of support for its Registrants. On an enquiry from a third party forwarded by the Provider, the Purchaser is obliged to give a response on the merits within three working days or, where the enquiry concerns abuse under clause 11.6, within the periods established by that clause. Systematic failure to respond is a ground for suspending access (clause 14.1.7); systematic means a failure to respond within the period to three or more enquiries within 90 calendar days.

11.6. Abuse. The Purchaser is obliged to provide for the receipt of abuse complaints at a separate email address, stated under clause 4.2.4 and published on its resource under clause 4.4.5. The address must be reachable by any person with no requirement to hold an account, to register or to fill in a form, must accept mail from any sender, and must not be used for any other purpose. The Purchaser:

11.6.1. acknowledges receipt of a complaint within 24 hours and takes measures on the merits within three working days of the day it is received;

11.6.2. in the case of phishing, the distribution of malicious software or material depicting the sexual abuse of children — takes measures without delay and no later than four hours from the moment the complaint is received;

11.6.3. notifies the Provider of every complaint on which the delegation of a domain name has been suspended, and of the outcome of its consideration.

The Provider has the right to suspend the delegation of a domain name itself, without first applying to the Purchaser, in the cases set out in clause 11.6.2, and also in implementation of a decision of a court or of another competent authority or of a registry's requirement. The Provider notifies the Purchaser of such a suspension at its address for abuse reports at the same time as it is applied.

11.6.4. Freezing a domain name is a separate and weaker measure than suspending its delegation. The Provider has the right to set on a domain name the statuses that prohibit changing it, deleting it and transferring it to another registrar (serverUpdateProhibited, serverDeleteProhibited, serverTransferProhibited) without suspending delegation: the domain name goes on working, and it becomes impossible to dispose of it. The Purchaser cannot remove those statuses.

11.6.4.1. The list of grounds is exhaustive. Freezing is applied only: in implementation of a decision of a court or of another competent authority; at the demand of a registry or of the administrator of a public domain; while a complaint under the .UA Domain Name Dispute Resolution Policy is being considered and for 15 working days after that consideration ends; while court or arbitration proceedings concerning that domain name are pending — even where no decision has yet been given and no proceeding under the Policy has taken place (clause 21.4.4); on the written application of the Registrant or of the Purchaser; and where the Provider has a reasoned suspicion that the domain name is being disposed of by a person with no right to do so — until the circumstances are established, but for no longer than 30 calendar days if no other ground in this list arises in that time. No other circumstance justifies freezing; the Purchaser's failure to pay invoices is not a ground for it — the consequences of non-payment are established by section 14.

11.6.4.2. Notice and grounds. The Provider notifies the Purchaser of a freeze at the same time as it is applied, at the address for abuse reports, and states in the notice the ground from the list in clause 11.6.4.1. The Provider records the ground on the record of the domain name and, at the Purchaser's written request, states it again within the period established by clause 17.3.

11.6.4.3. Lifting. A freeze is lifted without delay once the ground on which it was applied has gone, and no later than the working day following the day the Provider learns of that. Lifting is recorded in the same way as applying.

11.6.4.4. What freezing does not change. It is not a suspension of the Services within the meaning of section 14 and does not affect the periods in sections 12 and 13: the registration term of a frozen domain name expires in the ordinary way, and renewal remains possible while it lasts.

11.7. Engagement of Resellers. The Purchaser has the right to engage Resellers (clause 2.23) — persons who promote, sell or service the Purchaser's domain name services — without the Provider's prior agreement. Instead of prior agreement the following terms apply:

11.7.1. Notification and list. The Purchaser notifies the Provider that it is engaging Resellers within five working days of the day the first of them is engaged, and at the Provider's written demand supplies a list of all current Resellers — name, EDRPOU code or RNOKPP, website address — within five working days. The demand is made no more than once every twelve months and, beyond that, only at the demand of a registry or in connection with a complaint under clause 11.6.

11.7.2. Absence of legal relationship. The engagement of a Reseller creates no legal relationship whatsoever between the Reseller and the Provider. No separate credentials are issued to a Reseller (clause 6.3). The Purchaser is answerable to the Provider for the acts and omissions of every Reseller as for its own.

11.7.3. A chain of any length. A Reseller has the right to engage resellers of its own. This Agreement places no limit on the length of the chain, but every link of the chain bears the same obligations, and the Purchaser is answerable to the Provider for the whole chain, however long it may be. All the terms of clause 11.2 must be passed further down the chain and secured in the contracts of every link.

11.7.4. Payment from a Reseller, a Registrant or another customer of the Purchaser is not accepted. Any person may top up the Purchaser's Ledger Account in the manner set out in clause 8.5, except a Reseller, a Registrant or another customer of the Purchaser: a payment from them would place the Provider in a direct money relationship with people it has no contract with and whose settlements the Purchaser conducts itself and in its own name (clause 11.7). Money received from such a person is not credited to the Ledger Account and is returned to the payer within five working days of the day it was credited, to the account from which it came. The first payment under clause 5.1.2 is in every case made from the applicant's own account: that is what evidences identity.

11.7.5. Notification about the processing of personal data — at the point of collection. Article 12 of the Law of Ukraine "On Protection of Personal Data" No. 2297-VI requires the data subject to be notified at the moment the data are collected. If a Registrant's data are collected by a Reseller, then it is the Reseller that is obliged to give that notification. The obligation under clause 11.2.2 must therefore be placed on every link of the chain that in fact collects data, and the Purchaser secures that in its own contract with the Reseller and in the contract of every subsequent link. The documents evidencing that the notification was given are retained by the link that gave it, and the Purchaser secures their supply to the Provider on demand (clause 11.3) for the whole period of the processing.

11.7.6. Traceability. On an enquiry from the Provider connected with an abuse complaint (clause 11.6), with a demand of a registry, of a court or of another competent authority, or with an enquiry from a Registrant itself, the Purchaser is obliged to state through which Reseller a particular domain name is serviced, and that Reseller's contact particulars — within one working day or, in the cases in clause 11.6.2, within four hours. The Provider knows only the Purchaser; without that answer clauses 11.5 and 11.6 cannot be performed.

11.7.7. Prohibitions that are passed further down. The prohibitions established by clause 11.8 and the disclosure obligation established by clause 11.8.1 extend to every Reseller and to every subsequent link of the chain, and the Purchaser secures that in the corresponding contracts. A breach of those prohibitions by any link of the chain is a material breach of this Agreement by the Purchaser (clause 18.5.1).

11.7.8. A demand to cease working with a particular Reseller. The Provider has the right to demand in writing that the Purchaser cease servicing through a particular Reseller, where that Reseller has breached clause 11.8, has not remedied an abuse within the period in clause 11.6, or where a registry, a court or another competent authority so requires. The demand is made stating the ground and allows the Purchaser not less than 30 calendar days to comply with it and to move the Registrants concerned. The Provider makes no such demand on any other ground.

11.7.9. Termination of the Agreement and Resellers' Registrants. The Purchaser's obligations under section 19 — in particular to notify Registrants of the termination of the Agreement, of the final date for moving and of the consequences of missing it — extend to the Registrants of the whole chain. The Provider does not correspond with Resellers and does not hold their addresses; it is the Purchaser that is obliged to convey the notice to every link and to every Registrant. The Registrant's rights under clauses 11.1.1 and 19.1 do not depend on the length of the chain and are retained in full.

11.8. Use of designations and the prohibition on holding oneself out as an accredited registrar. The Purchaser has the right to provide services under its own brand. The Purchaser has no right:

(a) to use the Provider's trademarks, commercial names and domain names without its written consent;

(b) to hold itself out as an accredited registrar of a domain zone where it is not one, or to invoke Admission (clause 2.20) as an accreditation, a permit, a licence or any other confirmation of status;

(c) to tell its customers that domain names registered through the Platform are registered under its own accreditation. This applies also to a Purchaser that does hold an accreditation of its own in some zone under a separate contract with another person: a domain name registered through the Platform is registered under the Provider's Accreditation, and the Purchaser has no right to present it otherwise. The Purchaser's own accreditation, if it has one, is not governed by this Agreement, is unconnected with the Services under it, and may not be conflated with them — neither in a contract with a Registrant, nor on a website, nor in advertising materials, nor in correspondence.

A breach of sub-paragraphs (b) and (c) of this clause is a material breach of this Agreement (clause 18.5.1).

11.8.1. At the same time the Purchaser is obliged to disclose to its Registrants — in the contract for the registration and maintenance of the domain name and on its own resource under clause 4.4.5 — the following particulars of the accredited registrar, and no less: the Provider's full name; its registrar identifier; the address at which the Registrant may apply to the Provider directly in respect of its domain name, in particular for the transfer code (clause 11.1.1.1); and the Provider's address for abuse reports. The values of those particulars in force are set out on the Our Details page. Disclosing those particulars is not a use of the Provider's designations within the meaning of the first paragraph of this clause and requires no separate consent; concealing them from a Registrant is a material breach of this Agreement (clause 18.5.1), since it deprives the Registrant of the means of exercising its rights under clause 11.1.1.

12. Rules of the domain zones

12.1. The registration and maintenance of domain names are subject to the rules established by the registries of the zones concerned (clause 2.17), in particular: the .UA Public Domain Regulations (version 3.5 of 24.01.2020 or the edition in force on the relevant date); the .UA Domain Regulations (version 1.0 of 01.04.2014 or the edition in force on the relevant date); the regulations of the individual public domains in which the Provider provides services; the Regulations on the maintenance of a domain name where it is not serviced by a registrar; the DNSSEC Extension Regulations; the Regulations of the public WHOIS Internet service; the Regulations of the public RDAP Internet service; the .UA Domain Name Dispute Resolution Policy (in force since 15.02.2025), the Rules thereto and the Supplemental Rules of the WIPO Arbitration and Mediation Center. For individual zones the general Regulations apply as modified by the regulations of the public domain concerned; in the event of a discrepancy the regulations of the particular domain prevail. The list of zones in which the Provider provides services, the editions in force of all those documents for each registry, the life cycle periods in force, the maximum registration term and the special conditions for the performance of Applications (clause 12.9) for each zone are set out at https://namespace.com.ua/zones.

12.1.1. A zone is included in that list solely where the Provider holds a contract in force with the administrator of the public domain concerned and that administrator has permitted the operations concerned. A contract with the operator of the register does not by itself confer the right to work in a zone. A zone whose administrator contract has been terminated or suspended is removed from the list without delay. The presence of a zone and of a specific operation in that list is the only confirmation that the Provider services it; a mention of a zone in any other material — in examples in this Agreement, in advertising materials, on the home page — is not such a confirmation and creates no obligation to provide the service. The list is given operation by operation: in some zones new registration has been discontinued while renewal, transfer and restoration remain available for domain names already registered.

12.1.2. The addresses at which those documents are published by their publishers. The addresses are set out in the text in full, and not merely as links, so that they survive in a printed copy of the Agreement:

The composition of those documents in force for each zone in which the Provider provides services is set out at the address in clause 12.1.

12.1.3. Which edition applies. The edition of a document that applies to an operation is the edition in force at the moment it is performed. The Provider does not promise a frozen edition and cannot: the .UA Public Domain Regulations permit the operator of the register, in a case of urgent necessity, to amend them of its own motion, publish the amendments on its official website and notify registrars — with no minimum notice period whatsoever. The Provider brings such amendments to the Purchaser's attention without delay and cannot give a longer period than it has itself received (clauses 12.8 and 18.3).

12.1.4. The Provider keeps dated copies of the editions of those documents in force at the moment of each operation and supplies them to the Purchaser on written request within five working days. Without this, a dispute two or three years later could not establish what rules were in force on the day of the operation: the registries do not publish an archive of previous editions, and only the edition in force is available at the addresses in clause 12.1.2. The copies are kept for the period stated in clause 17.2. That obligation of the Provider mirrors the one it already bears in respect of its own editions (clauses 5.4 and 5.6).

12.2. The Zone Rules are not normative legal acts — the .UA Public Domain Regulations say so expressly — and are part of the contractual relationship between the registry and the Provider. That is precisely why they do not extend to the Purchaser automatically, but are imposed on it by this section and passed further to Registrants in the manner set out in clause 11.2. The Purchaser is obliged to comply with the Zone Rules as though it were their direct addressee.

12.3. The maximum registration term of a domain name is 10 years, unless the Rules of the particular zone establish a shorter term. In some zones it is one or two years; the value in force for each zone is set out at the address in clause 12.1. An Application for a term longer than the one established by the rules of the zone is rejected by the registry or by the Platform and is not deemed performed.

12.4. Second-level domains in the .UA zone. Clause 3.3 of the .UA Domain Regulations permits the delegation of a private second-level domain name in the .UA zone only where it coincides in spelling with a Mark the rights of use of which in Ukraine belong to the Registrant. The Provider assesses neither the validity, nor the scope, nor the ownership of rights in a Mark, and does not check the domain name string against the word element of a certificate. The Provider checks only the format of the certificate number stated by the Purchaser (from one to fifty letters and digits, with no spaces or punctuation) and transmits it to the registry unaltered. The decision whether the domain name corresponds to the Mark, and whether to delegate it, is taken by the registry (clauses 3.4 and 7.2). The Purchaser warrants that its Registrant holds the corresponding rights and is answerable for that under clause 11.4. The Provider neither collects nor retains documents evidencing those rights; they are retained by the Purchaser and supplied on demand (clause 11.3). This requirement does not extend to third-level domains in the public domains.

12.5. Life cycle. For the .UA public domain: the automatic renewal grace period is 30 days, within which the Provider deletes an unrenewed domain name on the 29th day (clause 12.6.6); the redemption period is 30 days; the pending-delete period is 5 days, on the expiry of which deletion is irreversible. The redemption and pending-delete periods are counted from the day of deletion, and not from the day the registration term ended. For other zones the periods are determined by the Rules of the zone concerned and may differ, in particular there may be no grace period at all; the values in force are set out at the address stated in clause 12.1.

12.6. Automatic renewal and its financial consequences — a provision to which the Purchaser is obliged to pay particular attention. Under the .UA Public Domain Regulations the registry does not stop publishing a domain name after the registration term expires but, once the 30-day grace period has elapsed, automatically renews the registration term and invoices the registrar, that is, the Provider.

12.6.1. Three different events denoted by the word "renewal". They have different grounds with different bases and different prices:

12.6.2. The Provider does not order a forced automatic renewal and cannot avert it, and the Purchaser did not order it. The registry performs such a renewal of its own motion, under the rules of the zone concerned; the Provider has no right to order it, to decline it, or to undo its effect. The Purchaser's domain name is in fact renewed for the corresponding term, and the Purchaser receives that term. Accordingly, the Purchaser's obligation to pay for such a renewal arises irrespective of the state of the Ledger Account, of the existence or exhaustion of a Credit Limit, and irrespective of whether its access is suspended (clauses 10.11.2 and 14.5).

Accordingly:

12.6.3. if the Purchaser does not wish a domain name to be renewed, it is obliged to submit the command to delete it no later than the 26th day after the registration term ends. That period is not arbitrary: it leaves three days before the date on which the Provider itself deletes an unrenewed domain name (clause 12.6.6), and it is that 29th day, and not the 30th, that is the effective final date for declining an automatic renewal;

12.6.4. if the registry has carried out a forced automatic renewal, the Purchaser is obliged to pay for it, irrespective of whether its own Registrant has paid for it and of whether that Registrant has given up the domain name. As a general rule it is charged at the single cost under clause 9.1. Double cost applies only where two conditions are present at once, each of which must be confirmed by the Platform's records (clause 17.1): (1) the Purchaser missed the final date under clause 12.6.3, and (2) the Provider in fact submitted the deletion command under clause 12.6.6 and the registry rejected it — in particular because name servers serving other domain names were left on the unrenewed domain name. The doubling is a contractual penalty within the meaning of article 549 of the Civil Code of Ukraine, agreed by the Parties in written form as article 547 of the same Code requires; it is established precisely for the Purchaser's having made deletion impossible. The amount of a penalty may be reduced by a court (part three of article 551 of the same Code);

12.6.4.1. If the Provider did not submit the deletion command, the doubling does not apply — that is the Provider's own error, not a breach by the Purchaser. The doubling also does not apply where: the final date under clause 12.6.3 fell within a period of suspension of the Purchaser's access (clause 14.5) or within a period during which the Platform was rejecting its commands for reasons attributable to the Provider; there were no name servers on the unrenewed domain name through which deletion became impossible; the Provider did not send the notice provided for by clause 12.6.6; deletion was not carried out on the grounds listed in clause 12.6.6; or the Purchaser uses the service under clause 9.14. In all those cases the renewal is charged at the single cost under clause 9.1;

12.6.4.2. It is the Provider that verifies this, not the Purchaser. Before issuing an invoice at double cost the Provider is obliged to verify from its own logs (clause 17.1) that the deletion command was submitted and that the registry responded refusing it, and to state in the invoice the date of that command and the registry's response code. If an amount has been debited at double cost without both conditions in clause 12.6.4 being present, the difference is returned to the Ledger Account without any separate application by the Purchaser, in the manner set out in clause 9.15. The burden of proving that both conditions are present rests on the Provider; where they are absent, the doubling does not apply;

12.6.5. the Provider sends reminders that the registration term is approaching its end 30, 15, 7 and 1 day before the date on which the registration term ends, to the address for legally significant notices (clause 4.2.4); directly to the Registrant — in the manner and with the limitation set out in clause 11.1.1.6. A failure to send those reminders does not release the Purchaser from the obligation under clause 12.6.4, but is taken into account when objections under clause 17.3 are considered;

12.6.6. Deletion of an unrenewed domain name. So that the registry does not carry out an automatic renewal at the Provider's expense, the Provider submits the command to delete an unrenewed domain name one day before the automatic renewal grace period elapses, that is, on the 29th day after the registration term ends. Thereafter the domain name passes into the redemption period (clause 12.5) and can be recovered only at the restoration cost, which is higher than the renewal cost. In respect of that deletion the Parties agree that:

• the Provider sends the Purchaser a separate notice after the registration term ends, stating the specific date of deletion and the restoration cost, and does not delete the domain name until that notice has been sent;
• the Purchaser is obliged to keep the address under clause 4.2.4 in working order; if the notice cannot be delivered for reasons attributable to the Purchaser, it is deemed given, and the deletion is carried out;
• deletion is not carried out in respect of a domain name that is in the course of being transferred to another registrar, that is already in the redemption or pending-delete period, that is subject to a restriction imposed by a registry, a court, another competent authority or under the .UA Domain Name Dispute Resolution Policy, or in respect of the domain names of a Purchaser that uses the service under clause 9.14;
• in domain zones in which the registry does not carry out automatic renewal, this clause does not apply: there an unrenewed domain name is deleted by the registry itself within the period established by the rules of the zone concerned, and there may be no 30-day grace period at all. The periods in force for each zone are set out at the address in clause 12.1.

12.7. Transfers of domain names. Under the Rules of the .UA public domain the registrar from which a name is being transferred has 5 days in which to approve or refuse; the absence of a response means the transfer takes place. The transfer code (AuthInfo) is valid for 30 days. The Purchaser is obliged to bring this to the attention of its Registrants (clause 11.2.6). In most of the zones in which the Provider provides services, a transfer is accompanied by a mandatory renewal of the registration term by one year, which is chargeable and cannot be declined; in some zones a transfer brings about no renewal. The rule in force for each zone is set out at the address in clause 12.1, and the full cost of a transfer to the Provider, including the mandatory renewal, is set out in the Price List (clause 2.24). The Provider does not charge at all for a transfer away from the Provider to another registrar (clauses 9.2.1 and 19.2.4.1).

12.8. Change of the Zone Rules. Clause 11 of the .UA Public Domain Regulations permits a registry to change the rules on 30 days' notice and, in a case of urgent necessity, immediately. Changes to the Zone Rules bind the Parties from the moment they take effect for the Provider. The Provider brings them to the Purchaser's attention without delay but cannot give a longer notice period than it has itself received (clause 18.3).

12.9. Special conditions for the performance of Applications. The rules of individual zones lay down additional conditions that are checked before an Application is transmitted to the registry and that the Purchaser is obliged to bring to the attention of its Registrants (clause 11.2.8.1). The composition of such conditions in force for each zone is set out at the address in clause 12.1. They include, in particular:

12.9.1. reserved designations and designations prohibited from registration — an Application for such a domain name is rejected;

12.9.2. mandatory contacts — some zones require an administrative, a technical and a billing contact to be stated; an Application without them is rejected;

12.9.3. a prohibition on transfer by reference to time — some zones do not permit a domain name to be transferred to another registrar for a defined number of days from the date of registration or from the date of the previous transfer (in some zones, 60 days). At the Purchaser's request the Provider states whether such a prohibition applies to a particular domain name and when it expires;

12.9.4. zones in which no transfer code exists — the rules of some zones provide for no transfer code (AuthInfo) at all; a transfer in them is effected without a code, in the manner established by the registry. On request the Provider states whether a transfer code applies in the zone of a particular domain name (clause 11.1.1.1);

12.9.5. zones in which early deletion is not permitted — the registry of some zones sets on a domain name at creation a status prohibiting its deletion. In such zones an Application to delete at a Registrant's demand is not performed, of which the Provider notifies the Purchaser; no charge is made for such a request;

12.9.6. confirmation of the registration through a separate channel of communication — in some zones a newly registered domain name is not delegated until the Registrant confirms the registration by the means established by the registry (in particular by SMS). Until such confirmation the domain name is treated as registered but undelegated; the Provider bears no liability for a confirmation not being received;

12.9.7. mirror (linked) domain names — the rules of some zones group domain names that differ only in the transliteration of the zone, all names in which must belong to the same Registrant and be serviced by the same registrar. A new name in such a group may be registered only in the name of the same Registrant, and the transfer of one name in the group brings about the transfer of all the other names in the group. At the Purchaser's request the Provider states whether a particular domain name belongs to such a group and which names belong to it.

12.9.8. A reply deadline set by the registry operator. The rules of some zones require a registrar to answer an enquiry the registry operator has forwarded within a fixed period, and the consequence of silence is that the registry operator itself blocks the domain name — in particular, the contract of the administrator of biz.ua, co.ua, pp.ua and the Cyrillic zone .xn--j1amh (the internationalised domain name of Ukraine, transcribed "ukr") allows two working days for a reply to a third party's enquiry and three working days for a reply to the administrator's own letters. The Provider forwards such an enquiry to the Purchaser immediately and unaltered, stating the reply deadline, and that deadline will never be less than one working day from the moment it is sent. The Purchaser must reply within the stated period or tell the Provider that there will be no reply. The Provider is not liable for a blocking caused by the Purchaser's failure to reply, and notifies the Purchaser of such a blocking immediately; the Provider takes no measures of its own before the Purchaser replies, except where the registry operator expressly requires them.

12.10. A domain name not serviced by a registrar. The regime for the maintenance of a domain name where it is not serviced by a registrar is established by the registry. The Provider publishes that regime and a link to the corresponding regulations at the address in clause 12.1, and the Purchaser publishes them on its own resource under clause 4.4.5 and in its contract with the Registrant (clause 11.2.11). The consequences of applying that regime are described in clause 19.7.1.

13. Protection of personal data

13.1. Allocation of roles. As regards the personal data of Registrants and of their contact persons:

13.1.1. the Purchaser is the controller of personal data within the meaning of the Law of Ukraine "On Protection of Personal Data" No. 2297-VI: it determines for itself the purpose and the composition of the data it collects from its customers;

13.1.2. the Provider is an independent controller of personal data, and not the Purchaser's processor: it determines for itself the storage periods and the composition of the particulars transmitted to the registries, and performs its own obligations as an accredited registrar. The Parties expressly agree that no "owner — processor" relationship arises between them and that no processing instruction under article 4 of that Law is given.

13.1.3. As regards those data the registries are the Provider's processors of personal data and not independent controllers. The Provider, as controller of the personal data, grants them, as processors, the right to process the personal data received on its behalf — for a defined purpose and of a defined nature, extent and duration, and they may not engage other processors without the Provider's written consent. It is that allocation of roles that is described to the Registrant under clause 11.2.2.

13.2. The terms "controller of personal data" and "processor of personal data" are used with the meaning defined by article 2 of Law No. 2297-VI in its current wording.

13.3. Legal basis of the processing. The Provider processes Registrants' personal data on the basis of clause 3 of part one of article 11 of Law No. 2297-VI (the conclusion and performance of a transaction to which the data subject is a party, and the taking of steps preceding the conclusion of a transaction at its request) and clause 6 of part one of article 11 (the owner's legitimate interest) — as regards the performance of the Provider's obligations as an accredited registrar. Clause 5 of part one of article 11 does not apply here: it covers the performance of a duty of the owner imposed by law, whereas the duty toward a registry is contractual and not statutory. The processing necessary in order to provide the services is not founded on consent, since the transmission of data to a registry is an unavoidable condition of a domain name's existence, whereas consent is revocable and the Provider would not be able to give effect to its withdrawal. Publication in WHOIS and RDAP is the exception: it is founded precisely on consent (clauses 13.5 and 11.2.2.1).

13.4. The recipients of the data, of whom the Purchaser is obliged to notify its Registrants at the moment of collection (article 12 of Law No. 2297-VI), stating the full official name and official website of each, are set out in clause 4.3 of the Privacy Policy (Annex 3 to this Agreement). Each administrator of a public domain and each operator of a register is named there, together with the zones in which it receives the data. The list is there and only there: a second copy in this Agreement would be a second answer to one question, and on drifting apart it is that copy which would end up in the Purchaser's contract with its Registrant. The party that is an independent controller of these data is the Provider itself (clause 13.1.2), and it too must be named:

Besides them, the recipients are: the public WHOIS and RDAP services of the zones concerned — only where consent under clause 13.5 exists; the Provider's payment services provider; and the WIPO Arbitration and Mediation Center — in the event of a dispute under the .UA Domain Name Dispute Resolution Policy. The general formula "third parties" is not sufficient for the purposes of article 12; the recipients must be named one by one.

13.5. Publication in WHOIS and RDAP takes place only with consent; where there is no consent, no field is marked as one to be published (clause 13.5.1). The personal data of the registrant and of the administrative, technical and billing contacts are not published in the WHOIS and RDAP services otherwise than at the wish of the person concerned and on the basis of consent obtained from that person to the dissemination of its personal data, expressed in written form or in a form permitting the conclusion that consent has been given. Accordingly:

13.5.1. The Purchaser obtains such consent from its Registrant (clause 11.2.2.1) and transmits to the Provider the indication that it exists. The indication of consent on this interface is the disclosure directive provided for by the EPP protocol for the "contact" object (RFC 5733). The Purchaser states it in the command creating or changing a contact: where consent exists — as a positive directive listing those fields for which consent to publication has been obtained; where consent was refused or withdrawn — as a negative directive listing every field (name or business name, organisation name, postal address, telephone, fax, email address). The exact technical form of that directive is set out in the Technical Interaction Regulations (clause 2.19). The Provider transmits that directive to the registry unaltered. If the Purchaser has not sent a disclosure directive at all, the Provider applies a negative directive in respect of every field — name or business name, organisation name, postal address, telephone, fax and email address — and transmits it to the registry in that form. Silence on the Purchaser's part is not publication and does not cause publication. This does not relieve the Purchaser of its obligation to send a disclosure directive in every contact creation command — a positive one where consent exists and a negative one where it does not: only the Purchaser knows which fields the consent covers, and the negative directive applied by the Provider will also conceal the fields the Registrant agreed to publish. The Provider retains the directive in force for each contact and the history of its changes — the date, the time and the person who made the change — for 1,095 days (clause 17.2); the Provider keeps no separate consent register recording the manner in which consent was obtained — the documents evidencing that consent was obtained are retained by the Purchaser (clauses 11.2.2 and 13.5.3). Transmitting to the Provider a positive disclosure directive in respect of a field for which the Purchaser has not obtained consent to publication is a material breach of this Agreement (clause 18.5.1).

13.5.2. A refusal to give consent, or its withdrawal, does not affect the validity of any contract — neither the Purchaser's contract with the Registrant nor this Agreement — and is not a ground for refusing to perform an operation or for suspending access. On receiving a withdrawal the Purchaser notifies the Provider without delay, and the Provider submits to the registry without delay the command to cease publication.

13.5.3. The indication of consent transmitted by the Purchaser is its warranty. In transmitting a positive disclosure directive the Purchaser warrants to the Provider that the consent of the person concerned to the publication of each field named has been obtained, and retains the documents evidencing it for the duration of the processing (clause 11.2.2). Transmitting to the Provider an indication of consent that the Purchaser has not in fact obtained is a material breach of this Agreement (clause 18.5.1) and gives rise to the indemnity under clause 11.4.

13.5.4. The extent of the particulars published where consent exists is determined by the registry's policy and not by the Provider. Clauses 13.5—13.5.3 concern the personal data of natural persons; particulars of a legal entity as such are not personal data.

13.6. Notification of an incident. Each Party notifies the other of a security incident affecting personal data transferred under this Agreement without delay from the moment of discovery, stating the nature of the incident, the approximate range of persons affected, the measures taken and a contact person. The obligation is mutual. The maximum period is 24 hours from the moment the incident is discovered. That period was not chosen by analogy with article 33 of Regulation (EU) 2016/679: the 72 hours there is the period for a controller to notify a supervisory authority, not a period between controllers. Twenty-four hours was chosen because each of the Parties is an independent owner of the data (clause 13.1) and each needs a margin within those 72 hours in order to perform its own obligation toward a supervisory authority and toward the data subjects. The notification is sent to the technical address and to the address for legally significant notices at the same time. Incompleteness of the particulars at the moment of discovery is not a ground for postponing the notification: it is sent in the extent available and supplemented as the circumstances are established.

13.7. Cross-border transfer and the GDPR. Where the Purchaser is established in the European Union or the European Economic Area, or transfers to the Provider the data of persons who are in the EU:

13.7.1. the Parties acknowledge that there is no European Commission adequacy decision in respect of Ukraine within the meaning of article 45 of Regulation (EU) 2016/679 (GDPR);

13.7.2. the Parties conclude the Standard Contractual Clauses approved by Commission Implementing Decision (EU) 2021/914, module 1 (controller-to-controller transfer), which corresponds to the allocation of roles under clause 13.1. In respect of them the Parties acknowledge that: the Clauses apply unmodified and cannot be modified (clause 2 of the Clauses); in so far as they cover the matter they prevail over this Agreement and over any other agreement between the Parties (clause 5 of the Clauses; clause 1.10 of this Agreement); the law of an EU Member State applies to the Clauses themselves and the court of a Member State is competent in respect of them, as their clauses 17 and 18 provide — clauses 21.1 and 21.3 of this Agreement do not apply to the Clauses; and the Clauses operate only where the Annexes to them have been completed. For Module One those are Annexes I and II: in the Appendix to the Clauses, Annex III is headed “List of sub-processors” and applies to Modules Two and Three only. The completed Annexes are set out in Appendix 5 (clause 22.5) — Standard Contractual Clauses (EU) 2021/914 — Annexes. In clauses 17 and 18 of the Standard Contractual Clauses the Parties choose the law of the Republic of Poland and the courts of the Republic of Poland — a Member State whose law allows third-party beneficiary rights, as clause 17 of the Clauses requires, and the most accessible to both Parties given its geographical location;

13.7.3. no representative of the Provider in the European Union under article 27 of Regulation (EU) 2016/679 has been appointed. The basis is point (a) of article 27(2) of the Regulation: the Provider's processing of the data of persons who are in the European Union is occasional (the domain zones in which the Provider provides services are Ukrainian, and the registrants of domain names in them are predominantly persons who are in Ukraine; the residence of the Purchaser itself does not enter into this assessment — a non-resident may be a Purchaser under clause 3.6.3, and that does not make the registrants European), is not large-scale processing of special categories of data or of data on criminal convictions (clause 13.8), and is unlikely to result in a risk to the rights and freedoms of natural persons. If that circumstance changes, the Provider appoints a representative and notifies the Purchaser within 30 calendar days.

13.8. The Provider does not process special categories of personal data under this Agreement. The Purchaser is obliged not to transfer such data to the Provider, including scanned copies of passports and documents concerning health, save where a registry expressly requires them to be submitted.

13.9. The storage periods, the rights of data subjects and the procedure for exercising them are set out in the document Privacy Policy. The personal data of a Registrant and of the domain name contacts are stored for 1,095 days (three years) from the day servicing of the domain name ceases — that period corresponds to the general limitation period (article 257 of the Civil Code of Ukraine) and to the retention periods of the records under clause 17.2, from which such a dispute is decided. The documents evidencing that the Registrant was given information about the processing of personal data (clauses 11.1.1.10 and 11.2.2) are retained for the whole period of the processing. The right of the administrator of the public domain and of the operator of the register to retain data after the deletion of a contact from the Register for the limitation period and to use them as evidence (clause 11.2.2) is not limited by that period and belongs to them, not to the Provider.

13.10. The notification duty under article 12 of Law No. 2297-VI. Imposing the obligation under clause 11.2.2 on the Purchaser allocates the risk between the Parties but does not release the Provider from its own duty to notify a data subject where the data were obtained otherwise than from that subject: under clause 13.1.2 the Provider is an independent owner of those data and is therefore the addressee of the duty under part two of article 12 of Law No. 2297-VI. The Provider performs that duty itself, in the manner and within the period set out in clause 6.5 of the Privacy Policy. The Purchaser is obliged to supply the Provider with the Registrant's valid email address, without which such notification is impossible.

13.11. Export of contact data at a registry's demand. A registry has the right to require the Provider, in the event of a technical failure of the register and the impossibility of restoring its database by any other means, to export the contact data of all active domain name records it services, in a format the registry specifies. The Provider is obliged to comply with such a demand within five working days, including as regards domain names submitted by the Purchaser. The Parties agree that:

13.11.1. as regards those data the registries are the Provider's processors of personal data (clause 13.1.3), so such an export is not a transfer to a third party; it is carried out solely for the purpose of restoring the register and within the limits the demand defines;

13.11.2. the Purchaser hereby agrees to such an export and is obliged to supply the Provider without delay, on demand, with any particulars it lacks;

13.11.3. the Provider notifies the Purchaser of every such export — of its date, of the demand on the basis of which it was made, of the extent of the particulars transferred and of the person to whom they were transferred — no later than ten working days after the transfer, so that the Purchaser can perform its own duty toward its Registrants.

14. Suspension of access

14.1. The Provider has the right to suspend the performance of the Purchaser's chargeable operations solely on the following grounds:

14.1.1. a negative balance on the Ledger Account has reached the Credit Limit granted (clause 10.7) or has not been repaid within the period established by clause 10.6. These are two different circumstances: the first arises the moment the limit is exhausted and suspension on it applies automatically and immediately; the second arises on the expiry of the thirty-day period and suspension on it applies after a warning and five working days (clause 14.2);

14.1.2. a debt under an invoice has not been paid within 10 calendar days of the date on which the invoice was supplied;

14.1.3. a compromise of the Purchaser's credentials has been detected or is reasonably suspected;

14.1.4. the Purchaser supplied inaccurate particulars on Admission, or has failed to update them in the manner set out in clause 4.7;

14.1.5. systematic exceeding of the limits in clause 6.5 that creates a threat of exhausting the Provider's quota at a registry;

14.1.6. the abuses referred to in clause 11.6 have not been remedied within the period set;

14.1.7. systematic failure to answer enquiries forwarded to it (clause 11.5);

14.1.8. a corresponding demand of a registry, a decision of a court or of another competent state authority;

14.1.9. the application to the Purchaser of the sanctions referred to in clause 4.5.3, or the occurrence of a circumstance in which further performance of the Agreement, or of a particular operation, is prohibited by a requirement of the legislation on preventing and countering the legalisation (laundering) of the proceeds of crime, the financing of terrorism and the financing of the proliferation of weapons of mass destruction, or by a requirement of the Provider's bank or payment service provider imposed on that basis. A suspension on this ground operates only for as long as the circumstance concerned lasts, and the Provider gives notice of it stating the ground, to the extent that doing so is not prohibited by law;

14.1.10. the suspension or termination of the Provider's own access to the register of the zone concerned, or of its Accreditation in that zone — for as long as that circumstance lasts. The Provider does not conceal from the Purchaser that such a circumstance is a real one: the Provider's access to a register may be suspended or terminated by the registry, including automatically and without prior notice, and the Provider can neither foresee it nor avert it. Since the Provider physically cannot transmit an Application to a register to which its access has been terminated, this is a ground of suspension and not a breach of clause 3.1. In that event the Provider:

• notifies the Purchaser without delay from the moment it learned of the suspension, stating the zone and — so far as doing so does not breach its confidentiality obligations toward the registry — the expected duration;
• charges no Commission on operations that could not be performed for that reason, and releases the sums reserved for them;
• preserves the Purchaser's access to those zones that the circumstance does not in fact concern — subject to clause 14.1.10.1;
• on the Purchaser's demand supplies the transfer codes and the portfolio export in the manner set out in clauses 19.2.2 and 19.2.3, without waiting for the Agreement to terminate — and, if the suspension lasts more than 30 calendar days, either Party has the right to terminate the Agreement on written notice to the other of no less than 10 calendar days, section 19 applying. The sixty-day period of clause 16.5 does not apply to this ground: that clause is about circumstances beyond the Parties' control, whereas this is about access without which the Provider cannot perform the Agreement at all;
• is not released from its obligations under clause 11.1.1 toward Registrants, to the extent that those obligations remain open to it.

14.1.10.1. A promise to confine a suspension to a single zone could not be kept, and so it is not given. The Purchaser is expressly informed that domain zones are grouped by the registration systems through which commands are executed, that one registration system serves the zones of several different administrators, and that a suspension of access to one registration system simultaneously affects every zone served through it. In addition, individual administrators have an independent contractual right to suspend or terminate their relations with the Provider precisely because its access has been suspended elsewhere. The Provider does not guarantee that a suspension will be confined to one zone, and it publishes the composition of the groups of zones by registration system at the address given in clause 12.1, so that the Purchaser can assess that risk before concentrating a portfolio.

14.2. Procedure. A suspension is applied after a written warning stating the ground and the period allowed to remedy it — five working days from the day the warning is sent. A suspension is applied without a prior warning on the grounds in clauses 14.1.3, 14.1.6 (where the harm is continuing), 14.1.8 and 14.1.9 and, where the Credit Limit is exhausted (clause 10.7), automatically and immediately, at the moment the negative balance reaches the Credit Limit; notice of such a suspension is sent at the moment it is applied. The ground in clause 14.1.1 — failure to clear a negative balance within the thirty-day period of clause 10.6 — does not fall within that exception and is applied under the general rule of this clause, that is, after a warning and five working days.

14.3. The extent of a suspension. A suspension halts any change to an object in the register, and not merely chargeable operations. In particular, free commands are also rejected during a suspension: a change of contact, a change of name server, a change of the particulars of a domain name, and the command to delete a domain name. A suspension does not withdraw the delegation of domain names whose registration term has not expired and does not alter their particulars in the register. As regards domain names whose registration term has expired, clause 14.3.1 applies. The following are preserved during a suspension: logging in to the Platform and reading data; the ability to top up the Ledger Account; access to the Message Queue and to notices about the expiry of registration terms; and access to view the portfolio and the settlement documents. A suspension does not halt the performance of the Provider's obligations under clause 11.1.1: a transfer code is issued on an application by the Registrant itself, decisions of an administrative panel and the demands of a registry are complied with, and abuse reports are accepted and considered, irrespective of the suspension.

14.3.1. Domain names whose registration term expires during a suspension. Since a suspension also rejects the renewal command, and since the Provider deletes an unrenewed domain name on the 29th day after the registration term expires (clause 12.6.6), the promise in the preceding clause not to touch the Purchaser's domain names would be an empty one if the Provider were meanwhile deleting them. Accordingly, throughout the period of a suspension the Provider:

• accepts and carries out a written instruction from the Purchaser to renew or to restore a particular domain name, sent through the channel under clause 17.4, provided that there are sufficient funds on the Ledger Account to pay for it. The Provider performs such an operation itself on the Purchaser's instruction; the rejection of a command by the Platform is not a ground for failing to carry out such an instruction;
• does not delete a domain name under clause 12.6.6 until five working days have elapsed from the day a notice stating the specific date of deletion was sent to the Purchaser;
• notifies the Purchaser — together with the notice of the suspension — of that facility and of the nearest date on which the registration term of each of the domain names under its management expires;
• performs clause 11.1.1.1 — issues the transfer code on an application by the Registrant itself.

14.4. Access is restored without delay and no later than the next working day after the ground of the suspension has been removed. Where the ground was removed by a payment, the period runs from the moment the money is credited to the Provider's account.

14.4.1. The grounds operate independently of one another. Where two or more grounds are present at the same time, each of them stands on its own, and access is restored only once the last of them has gone. Removing one ground does not restore access while another is in force, and does not cancel it.

14.4.2. An automatic suspension and one applied by the Provider are different things. A suspension on the ground of the Credit Limit being exhausted (clause 10.7) is applied and lifted by the Platform automatically — at the moment the negative balance reaches the Credit Limit, and correspondingly at the moment money is credited. A suspension on any other ground is applied and lifted by the Provider. The Platform does not lift a suspension applied by the Provider, and the Provider does not lift an automatic suspension other than by removing its ground — that is, by the arrival of the money.

14.4.3. A notice states the actual state of access. A notice that access has been restored is sent only where access has in fact been restored. Where one ground has been removed but another is in force, the Provider sends no such notice; the Purchaser can see the state of its access in the account area at any time and may ask for it at the support address. A notice that a suspension has been applied is sent for each ground separately, at the moment it is applied — including where access is already suspended on another ground at that moment.

14.5. A suspension does not release the Purchaser from monetary obligations that arose before the suspension, and does not halt forced automatic renewals: a registry carries these out irrespective of the state of the Purchaser's access and irrespective of the state of the Provider's own account (clause 12.6.2), so the obligation to pay for such a renewal arises during a suspension as well (clause 10.11.2). At the same time, since a suspension also rejects the deletion command (clause 14.3), the doubling under clause 12.6.4 does not apply to domain names whose final date for giving up renewal (clause 12.6.3) fell within the period of the suspension (clause 12.6.4.1). The Purchaser may give the Provider written notice that it is giving up a renewal during a suspension as well; the Provider gives effect to such a notice immediately or, where the date falls before access is restored, before that date expires. A failure to give such notice does not deprive the Purchaser of its rights under this clause. A suspension is never of itself a ground for charging the doubling (clause 12.6.4.1).

15. Liability of the Parties

15.1. The Parties bear liability in accordance with the legislation of Ukraine, subject to the stipulations in this section. The Parties expressly avail themselves of the right conferred by part one of article 906 of the Civil Code of Ukraine, which permits a contract to establish a regime of liability of the provider under a services contract other than the statutory one.

15.2. Limitation of the amount of the Provider's liability. The aggregate amount of the Provider's liability on all grounds arising within one calendar month is limited to the amount of the Commission actually received by the Provider from the Purchaser during the three calendar months preceding the month in which the ground of liability arose. The Provider confirms that amount on the Purchaser's written demand within five working days — in aggregate, without a breakdown by zone or operation, since such a breakdown, taken together with the published cost of operations, would disclose the Registry Cost (clause 9.1.2).

15.3. What that limitation does not cover. The limitation in clause 15.2 and the exclusions in clause 15.4 do not apply, and cannot be applied, to:

15.3.1. an intentional breach of an obligation by the Provider — a transaction that excludes or limits liability for an intentional breach of an obligation is void under part three of article 614 of the Civil Code of Ukraine, that is, of no effect without any court so holding;

15.3.2. harm caused to the life or health of a natural person (chapter 82 of the Civil Code of Ukraine);

15.3.3. the obligation to return the unspent remainder of the Ledger Account (clause 8.3) — that obligation is not liability and is not limited.

15.4. Excluded heads of loss. The Provider does not compensate loss of profit (the income a person would have made in ordinary circumstances but for the breach, within the meaning of article 22 of the Civil Code of Ukraine), indirect losses, loss of data, loss of customers or of business reputation of the Purchaser, or the losses of the Purchaser's own customers. The Parties establish this on the basis of freedom of contract (articles 6 and 627 of the Civil Code of Ukraine), subject to clause 15.3.

15.5. Circumstances for which the Provider is not answerable. The Provider bears no liability for:

15.5.1. the acts and omissions of the registries, including a refusal to grant an Application, a delay in processing within the period established by clause 7.3, a stoppage of the register, the exhaustion of quotas and limits established by a registry, and changes to the prices and rules of a zone;

15.5.2. the operation of name servers that are not under the Provider's control, including those of the Purchaser and of its Registrants;

15.5.3. the content of decisions of administrative panels under the .UA Domain Name Dispute Resolution Policy, of decisions of courts and of other competent authorities, or for the consequences of implementing them;

15.5.4. the acts of the Purchaser's Registrants and of the Resellers it engages (clause 11.7);

15.5.5. the consequences of the Purchaser's use of credentials in breach of clause 6.3, or of a failure to give timely notice of a compromise (clause 6.8).

15.6. No guarantee of registration. The Provider does not in any circumstances guarantee that a particular domain name will be, or will remain, registered (clause 3.4). Claims founded on the failure to obtain a particular domain name are not allowed, save where the Provider failed to transmit to the registry an Application that complied with the Rules of the zone at a time when there were sufficient funds on the Ledger Account.

15.7. The Purchaser's liability. The Purchaser is answerable for: the accuracy of the particulars of Registrants; performance of clause 11.2; payment for operations, including automatic renewals under clause 12.6.4; observance of the technical limits (clause 6.5); the safekeeping of credentials; and the indemnity under clause 11.4.

15.8. Deadlines missed through insufficiency of funds. The Provider is not answerable for the loss of a domain name, for the impossibility of renewing a registration term, for the impossibility of approving a transfer, or for any other consequence caused by there having been insufficient funds on the Ledger Account at the moment the operation ought to have been performed, where no Credit Limit existed or it was exhausted or suspended (clause 10.4). This clause concerns solely the state of the Purchaser's Ledger Account. The consequences of insufficient funds on the Provider's own account at a registry are governed by clauses 7.5.1 and 7.5.2 and are not shifted onto the Purchaser.

15.9. The absence of liability of the administrator of a public domain and of the operator of the register. The Parties acknowledge, and bring to the notice of Registrants (clause 11.2.15), that:

15.9.1. the operator of the register and the administrator of a public domain cannot be joined as a Party to court proceedings over domain names — in addition to clause 21.4.1, which concerns proceedings under the .UA Domain Name Dispute Resolution Policy;

15.9.2. they bear no liability as regards the consequences of the use, non-use or unlawful use of domain names by a Registrant, including as toward third parties;

15.9.3. they bear no liability as regards a Registrant's infringement of any rights of third parties.

This stipulation is made in favour of the persons listed in clause 13.4, and publishing it and passing it on down the chain is the Provider's obligation as an accredited registrar. It does not limit the Provider's liability toward the Purchaser as established by this section.

16. Force majeure and circumstances beyond the Parties' control

16.1. A Party is released from liability for a breach of an obligation where the breach occurred as a result of force majeure (circumstances that could not be averted, article 617 of the Civil Code of Ukraine).

16.2. The Parties treat the following, in particular, as such circumstances: martial law, hostilities, missile and drone strikes, occupation, curfew, mobilisation; emergency and prolonged interruptions of electricity supply and communications caused by damage to critical infrastructure; cyberattacks on critical infrastructure; decisions of state authorities that make performance impossible; natural disasters, fires and epidemics.

16.3. The occurrence of force majeure is confirmed by a certificate of the Chamber of Commerce and Industry of Ukraine or of a regional chamber of commerce and industry, in accordance with article 14-1 of the Law of Ukraine "On Chambers of Commerce and Industry in Ukraine" No. 671/97-VR. A Party notifies the other of the occurrence of such circumstances within five working days of the day it learned of them, and supplies the certificate within 30 calendar days of the day it receives it. Failure to give notice within that period deprives the Party of the right to rely on the circumstance concerned, save where that very circumstance made notification impossible; in that case the period runs from the day notification became possible.

16.4. Circumstances beyond the Provider's control that are not force majeure. Separately from clause 16.2, the Parties agree that the Provider is not treated as being in breach of an obligation, and bears no liability, where the failure to perform is caused by: the unavailability or unstable operation of a registry; a registry's refusal to grant an Application; rate limits or quotas established by a registry; a change to a registry's rules or prices; the termination of, or a change to the terms of, the Provider's Accreditation by a registry; or the unavailability of the communications networks between the Platform and a registry. These circumstances do not require confirmation by a certificate of a chamber of commerce and industry, but the Provider notifies the Purchaser of them without delay and documents them in the logs (section 17). This clause does not extend to insufficiency of funds on the Provider's own account at a registry, or to the blocking of the Provider's contract with a registry for non-payment: the consequences of such circumstances are governed by clauses 7.5.1 and 7.5.2, and they are not circumstances beyond the Provider's control.

16.5. If circumstances under clause 16.1 or clause 16.4 continue for more than 60 calendar days without interruption, either Party has the right to terminate the Agreement by giving the other written notice no later than 10 calendar days in advance; section 19 then applies. Where such circumstances concern only a particular zone, the right to terminate arises in respect of the Agreement as a whole and not merely as regards that zone.

17. Logs, evidence and the consideration of objections to settlements

17.1. The evidential weight of the Platform's logs. The Parties agree that the Platform's records are agreed evidence of the fact, the content, the time and the result of every operation. They comprise: the log of EPP commands and responses; the Operation identifier (clause 2.15) and the tracing identifier derived from it; the execution tracing records; and the records of movements on the Ledger Account with the breakdown under clause 9.12. The Parties agree that the burden of proving that such a record is unreliable or contains a technical error rests on the Party that alleges it, and that the record itself has the force of an admission of the corresponding fact by the Provider. This stipulation does not give the Platform's records any predetermined weight for a court — no evidence has predetermined weight for a court (part two of article 86 of the Commercial Procedure Code of Ukraine) — and does not deprive either Party of the right to adduce any other evidence.

17.2. The retention periods of the records referred to in clause 17.1: the log of EPP commands and responses — 1,095 days; the history of changes to objects — 1,095 days; the message queue — 1,095 days; the log of operator actions — 1,825 days; the execution tracing records — 7 days; the raw responses of the registries and the log of their processing — 1,095 days; the technical queues of operation execution — 30 days. These periods match clause 7.2 of the Privacy Policy. The records under clause 5.4 (evidence of acceptance) are retained for the term of the Agreement and for 1,095 days (three years) after its termination — that period corresponds to the general limitation period (article 257 of the Civil Code of Ukraine) and to the retention periods set out above.

17.3. Objections to settlements. Objections to an invoice, to an act of services rendered or to a particular debit are submitted in written form within 30 calendar days of the date of the operation concerned or of the date the corresponding document was supplied, stating the command identifiers of the disputed operations. The Provider considers the objections within 10 working days and, where they are well founded, returns the corresponding amount to the Ledger Account. Objections that do not state a command identifier are considered where the disputed operation can be unambiguously established from the other particulars given in them. Objections submitted after the period has expired are considered at the Provider's discretion; this does not deprive the Purchaser of the right to demand the return of sums debited without justification, within the limitation period, and does not limit clause 9.15.

17.4. Channels for notices. Legally significant notices (warnings of suspension, notices of a change of terms, claims, notices of termination of the Agreement) are sent to the address for legally significant notices stated by the Purchaser in its account (clause 4.2.4) and are deemed received on the working day following dispatch. Notices and enquiries are accepted by email round the clock, without days off; what is sent is processed within the periods established by this Agreement. The Panel and the Message Queue are operational channels and not legally significant ones, save in the cases expressly stated in this Agreement (clause 6.9). Ordinary business correspondence — enquiries, clarifications and replies to them — is conducted at the same address unless the Purchaser has named a separate one; this does not affect legally significant notices. The Purchaser is obliged to keep that address in working order and to give notice of any change to it (clause 4.7).

17.5. The exchange of documents signed with a qualified electronic signature is carried out by email to the addresses stated in clause 4.2.4 and on the Our Details page — as a document file together with a signature file, or as a document with the signature embedded in it — and is equivalent to an exchange of paper documents (article 18 of the Law of Ukraine "On Electronic Identification and Electronic Trust Services" No. 2155-VIII). By written agreement of the Parties the exchange may additionally be carried out through an electronic document exchange service agreed by both Parties; the use of such a service is not a mandatory condition and does not alter the consequences of an exchange by email.

17.6. The language of the notices and notifications sent to the Purchaser is determined by the notification language setting in its account, separately from the language of the EPP session. Ukrainian applies by default.

18. Term, change of terms and termination of the Agreement

18.1. The Agreement is concluded for an indefinite term and operates until terminated in the manner set out in this section.

18.2. Change of terms by the Provider. The Provider has the right unilaterally to change the terms of this Agreement, the tariffs and the annexes. That right is expressly stipulated on the basis of part one of article 651 of the Civil Code of Ukraine, which permits a contract to be changed unilaterally where the contract so provides. The procedure is as follows:

18.2.1. the new edition is published on this page, stating the edition number and the date it takes effect, and previous editions are kept in the archive (clause 5.6). A term included in a new edition by reference to a document that, on the date that edition took effect, was not available at the published address does not apply to the Purchaser;

18.2.2. notice is sent through the channel determined in clause 17.4 no later than 30 calendar days before it takes effect, stating the list of clauses changed;

18.2.3. continued use of the Platform after a new edition has taken effect is treated as the Purchaser's agreement to it;

18.2.4. a Purchaser that does not agree with the changes has the right, before they take effect, to terminate the Agreement without the notice period under clause 18.4 applying and without any deductions whatsoever, receiving the unspent remainder of the Ledger Account in the manner set out in clause 19.5. The changes do not apply to operations submitted before they took effect.

18.3. Changes brought about by a registry. Changes to the Registry Cost, to the Rules of a zone, and to technical limits and formats, introduced at a registry's requirement, take effect at the same time as they take effect for the Provider, including immediately where the registry introduces them immediately (clause 12.8). The Provider gives notice of such changes without delay. The notice period under clause 18.2.2 does not apply to them, since the Provider is not in a position to give a longer period than the one it received itself. The right to terminate the Agreement under clause 18.2.4 is preserved in this case as well.

18.4. Termination at the Purchaser's initiative. The Purchaser has the right to withdraw from the Agreement at any time by giving the Provider written notice no later than 30 calendar days in advance. The basis is article 907 of the Civil Code of Ukraine, which permits a services contract to be rescinded, including by unilateral withdrawal, in the manner and on the grounds established by that Code, by another law or by agreement of the parties — here, by this Agreement.

18.5. Termination at the Provider's initiative.

18.5.1. Where the Purchaser has committed a material breach of this Agreement and has not remedied it within the period stated in a written demand (not less than 10 working days), the Provider has the right to withdraw from the Agreement. The following are material breaches: failure to pay a debt; the supply of inaccurate particulars on Admission; a continuing breach of clause 11.2; passing credentials to third parties; breach of clauses 9.8.2 or 11.1.1.6 (as regards the obligation to bring a notice to the Registrant's attention), of sub-paragraphs (b) and (c) of clause 11.8, or of clauses 11.8.1, 11.7.7 or 13.5.1; failure to provide the signature demanded under clause 5.8; and a repeated breach for which access has already been suspended.

18.5.2. In the absence of any breach, the Provider has the right to withdraw from the Agreement by giving the Purchaser notice no later than 90 calendar days in advance. That period is not shorter than the Transfer-Out Period (clause 19.2), so the Purchaser has the full window in which to move its portfolio before the Agreement terminates.

18.5.3. A unilateral withdrawal from the Agreement changes or terminates it from the moment stated in the notice, without recourse to a court (part three of article 651 of the Civil Code of Ukraine).

18.5.4. Leaving the Agreement unperformed (silence on the part of the Purchaser). Section 19 counts the Transfer-Out Period from the date the Agreement terminates, and a Purchaser that has simply stopped responding creates no such date — leaving its Registrants without any notice at all. The Parties therefore expressly agree that the Provider has the right to treat the Agreement as terminated where three circumstances are present at once:

• the Purchaser has submitted no Application and has not topped up the Ledger Account for 90 consecutive calendar days; and
• there is an unpaid debt of the Purchaser (including a Forced overdraft under clause 10.11) or a negative balance on the Ledger Account; and
• the Purchaser has not answered a written demand of the Provider, sent through the channel under clause 17.4 to the address for legally significant notices, within 20 working days of the day it was sent. The demand states expressly that a failure to answer will result in the termination of the Agreement, and states the date from which the Agreement will be treated as terminated.

18.5.4.1. In that case the Agreement is treated as terminated from the date stated in the demand, and the Transfer-Out Period (clause 19.2) is counted from that date. The Provider is obliged to notify the Registrants directly — at the email addresses stated in the contact particulars of the domain names — of the termination of the Agreement, of the date the Transfer-Out Period expires and of the consequences provided for by clauses 19.7 and 19.7.1, no later than 10 calendar days before the Transfer-Out Period expires. Clauses 19.3 and 19.4.1 apply in full: no domain name is deleted on this ground, the Registrant is not changed, and the transfer code is issued on an application by the Registrant itself irrespective of any debt of the Purchaser.

18.5.4.2. If the Purchaser has answered within the period — through any of the channels in clause 17.4 — this clause does not apply, and the Agreement is terminated only in the manner set out in clauses 18.4, 18.5.1 or 18.5.2.

18.6. Automatic termination. The Agreement terminates as regards the zone concerned where the Provider has lost its Accreditation in that zone or the zone has ceased to exist. The Provider gives notice of this without delay from the moment it learned of the impending or accomplished loss of Accreditation, and assists the transfer out of domain names in the manner set out in section 19, to the extent that this remains open to it.

18.6.1. On a loss of Accreditation the Transfer-Out Period begins before termination, not after it. The Provider is obliged to complete the transfer of domain names to other registrars no later than 10 days before the date on which it ceases to be a registrar in the zone concerned, and the period it is itself given to prepare is a short one and does not depend on it. Accordingly, as soon as the Provider learns of the termination or suspension of its Accreditation, it immediately begins the transfer out under section 19, without waiting for the date on which this Agreement terminates, and notifies the Purchaser of the final date by which the domain names must be transferred. The periods under clauses 19.2.2 and 19.2.3 are in that case shortened to three working days, so that at least half of the available window remains to the Purchaser for the transfer itself.

19. Consequences of termination. Domain names under management

19.1. The governing principle. Domain names registered through the Platform belong to the Registrants, and not to the Provider or to the Purchaser. The termination of this Agreement does not of itself withdraw the delegation of domain names, is not a ground for deleting them, and does not alter the particulars of the Registrant in the register.

19.2. The Transfer-Out Period. The Transfer-Out Period lasts 60 calendar days and begins:

• on the date the Agreement terminates — as a general rule;
• on the date of the notice under clause 18.6.1 — where the ground is the termination or suspension of the Provider's Accreditation in the zone concerned. In that case the Transfer-Out Period expires no later than 10 days before the date on which the Provider ceases to be a registrar in that zone, since after that date it can perform no act whatsoever in respect of the domain names.

During the Transfer-Out Period the Provider is obliged:

19.2.1. to preserve the Purchaser's access to view the portfolio of domain names, the settlement documents and the Message Queue;

19.2.2. on the Purchaser's written demand, to supply a portfolio export — a list of all domain names under its management, stating the registration term expiry dates, the name servers, the contacts and the statuses, in a machine-readable format, within three working days of the day the demand is received;

19.2.3. to supply the transfer codes (AuthInfo). The manner of obtaining them is as follows:

• single issue — self-service, for as long as access to the Platform subsists. The transfer code for each individual domain name under the Purchaser's management is returned to it in full in the response to a request for the particulars of that domain name through EPP. This requires neither an approach to the Provider nor a Transfer-Out Period, and there is no time period here, because there is no intermediary either. The Provider states expressly, however, that on termination of the Agreement access to the Platform is closed, so during the Transfer-Out Period this route does not work — the transfer codes are then obtained in bulk under the following sub-clause, and the registrant obtains the code for its own domain name directly and independently of this;
• bulk issue — on written demand, within five working days. On the Purchaser's written demand the Provider supplies the transfer codes for all domain names under its management in a single batch, in a machine-readable format, within five working days of the day the demand is received. The Provider expressly stipulates that until such a function is introduced, bulk issue is an activity of the Provider and not a property of the Platform, and that the single issue described above does not depend on it and always works;
• zones in which no transfer code exists (clause 12.9.4) are not included in the batch; as regards those, the Provider states in the export the transfer procedure established by the registry and assists the transfer in that manner;
• a Registrant obtains the transfer code for its own domain name directly — in the manner set out in clause 11.1.1.1, irrespective of the state of settlements and irrespective of whether the Purchaser has made a demand under this sub-paragraph;

19.2.4. not to obstruct the transfer of domain names to another registrar and not to perform acts that increase the time or the cost of such a transfer;

19.2.4.1. Who pays what on a transfer. So that no uncertainty remains between the Parties:

• the Provider charges nothing — neither for issuing a transfer code, nor for approving a transfer, nor for the transfer of a domain name from it to another registrar (clause 9.2.1). This Agreement establishes no exit fee whatsoever;
• the mandatory renewal of the registration term by one year that accompanies a transfer in most zones (clause 12.7) is charged by the registry to the registrar that receives the domain name, and not by the Provider. Which of them actually pays for that renewal — the Purchaser, its Registrant or the new registrar — is determined by their own contracts; it does not reach the Ledger Account with the Provider and is not invoiced by the Provider;
• the unspent remainder of the Ledger Account is returned in the manner set out in clause 19.5 and is not set off against the cost of a transfer;

19.2.5. to carry out the renewal of the registration term of domain names whose term expires during the Transfer-Out Period. Where there are sufficient funds on the Ledger Account, the Provider renews such domain names at the cost under clause 9.1 and without a separate demand. Where the funds are insufficient, the Provider is obliged:

• to notify the Purchaser of this in writing and, where the Platform holds valid addresses for the Registrants, the Registrants themselves, stating the particular domain names, the registration term expiry dates, the amount by which the funds fall short and the consequences of not topping up, no later than 10 calendar days before the earliest of those dates;
• to apply clause 12.6.6 — that is, to submit the command to delete an unrenewed domain name on the 29th day, so that the registry does not carry out a forced automatic renewal. This is not an exception to clause 19.3.4: the deletion concerns solely domain names whose registration term has already expired and which have not been renewed, and is performed only after the notice under clause 12.6.6;
• where deletion proved impossible and the registry carried out a forced automatic renewal — to invoice it to the Purchaser under clause 12.6.4. Termination of the Agreement does not cancel that obligation: the obligation to pay arises from the fact of the operation performed by the registry, and not from the Agreement being in force, and survives its termination (clause 19.8). The corresponding amount is withheld from the unspent remainder of the Ledger Account (clause 19.5) and, where that remainder is insufficient, is payable by the Purchaser;
• to make no demand whatsoever on the Registrant in respect of such a renewal: the Registrant is not a party to this Agreement (clause 2.3);

19.3. What the Provider will not do in any circumstances. The Provider expressly and unconditionally undertakes not to perform the following acts in respect of domain names that were under the Purchaser's management:

19.3.1. not to transfer the portfolio of domain names to another registrar of its own choosing — save in the single case set out in clause 19.3.5;

19.3.2. not to change the Registrant;

19.3.3. not to register those domain names in its own name or in the name of persons connected with it;

19.3.4. not to delete domain names whose registration term has been paid for and has not expired, and not to withdraw their delegation. This clause does not limit deletion under clause 12.6.6, which concerns solely domain names whose registration term has already expired and which have not been renewed, is performed only after a notice stating the specific date, and does not apply in the cases listed in clauses 12.6.6 and 14.3.1.

The exceptions are: an instruction of the Registrant itself; a demand of a registry; a decision of a court or of another competent authority; a decision of an administrative panel under the .UA Domain Name Dispute Resolution Policy; and the case set out in clause 19.3.5.

19.3.5. The exception to clause 19.3.1: termination of Accreditation. The Provider is obliged, no later than 10 days before the date on which it ceases to be a registrar in the zone concerned, to take every step necessary to transfer the domain names it services to other registrars. That is its obligation and not its choice, and the unconditional promise in clause 19.3.1 does not override it. Accordingly, where the Provider's Accreditation in the zone concerned has been or is being terminated (clause 18.6.1) and the Purchaser has not transferred the domain names to another registrar by the final date notified to it under clause 18.6.1, the Provider takes steps to transfer such domain names to another registrar. In doing so the Provider:

• gives advance notice to the Purchaser and, where it holds their addresses, to the Registrants, of the final date and of the consequences of missing it;
• supplies the Purchaser with the transfer codes and the portfolio export (clauses 19.2.2 and 19.2.3) before the final date arrives and, where the Purchaser owes money, applies clause 19.4 subject to clause 19.4.2;
• does not change the Registrant, does not withdraw the delegation and does not shorten the registration term paid for;
• receives no remuneration whatsoever from such a transfer and does not transfer domain names to itself or to persons connected with it (clause 19.3.3);
• notifies the Purchaser and the Registrants that domain names not transferred by the date of termination will be maintained under the Regulations on the maintenance of a domain name where it is not serviced by a registrar (clause 19.7.1).

19.4. The Provider's only leverage where money is owed. Where the Purchaser has a debt that is unpaid and has not been disputed in the manner set out in clause 17.3, the Provider has the right to suspend the performance of the obligations provided for by clause 19.2.2 and by the second sub-paragraph of clause 19.2.3 (bulk issue of transfer codes) until the debt is paid. The basis is part three of article 538 of the Civil Code of Ukraine, as to the right to suspend performance of one's own obligation where the other party has not performed its counter-obligation. That right does not extend to obtaining a single transfer code under the first sub-paragraph of clause 19.2.3: that code is returned in the response to a request for the particulars of a domain name, the reading of data is preserved during a suspension of access as well (clause 14.3), and the Provider has no right either to switch off or to restrict that facility on account of a debt. At the same time the Provider is obliged, even where money is owed:

19.4.1. to issue the transfer code on an application by the Registrant itself in respect of its own domain name;

19.4.1.1. Clause 19.4.1 protects a Registrant that is a person other than the Purchaser. It does not apply to a domain name whose Registrant is the Purchaser itself, a person it controls or that controls it, or a person applying on its instruction or in its interest. Otherwise the suspension under clause 19.4 would mean nothing: the debtor would obtain one by one the very codes whose bulk issue has been suspended, and the Provider's only lever would become decorative. The Provider states this ground in writing in each refusal and bears the burden of proving the relationship; where there is reasonable doubt, the code is issued. Clause 19.4.2 applies in this case too, without exception: no domain name is lost through this suspension, and the registration period is extended irrespective of the debt.

19.4.2. not to allow the registration term of a domain name to expire for that reason — where the registration term expires during the period of the suspension, the Provider carries out the renewal or issues the transfer code without delay, irrespective of the debt;

19.4.3. the suspension ends at the moment the debt is paid, and the periods under clause 19.2.2 and under the second sub-paragraph of clause 19.2.3 run from that moment.

19.5. The unspent remainder of the Ledger Account. The remainder is returned to the Purchaser on its written application within 10 working days of the day the application is received, to the account from which the money came. The following are withheld from the amount of the remainder: debts for services actually provided; the amounts of automatic renewals carried out by a registry before the date of termination (clause 12.6.4); and penalty interest for late payment accrued (clause 10.9). The Connection Fee is not refunded (clause 8.2). The procedure and the documents required for a refund are set out in the document Payments and Refunds.

19.6. Operations in the course of performance. Operations accepted for performance but not completed as at the date of termination are carried through to completion where there are sufficient funds on the Ledger Account; otherwise they are cancelled and the sums reserved for them are released.

19.7. Domain names not transferred out after the Transfer-Out Period expires. Domain names that remain under the Provider's sponsorship after the Transfer-Out Period expires are not deleted. The Provider continues to maintain them until the registration term paid for expires and deals in respect of them directly with the Registrant. The further servicing of such domain names is carried out on the terms of the Terms of Service at the retail Price List in force: the Registrant may conclude a contract with the Provider directly, thereby continuing the servicing, or transfer the domain name to another registrar. The Provider notifies the Registrant of this — at the email address stated in the contact particulars of the domain name — no later than 10 calendar days before the Transfer-Out Period expires, stating the registration term expiry date, the cost of renewal under the retail Price List and the manner of obtaining the transfer code. No payment whatsoever is charged for the move to retail terms in itself, and the registration term paid for is not shortened. The Provider notifies the Purchaser of the same.

19.7.1. Clause 19.7 does not apply where the Provider has lost its Accreditation in the zone concerned. A promise to maintain a domain name until the registration term paid for expires is possible only for as long as the Provider remains its registrar. Where its Accreditation in the zone has been terminated (clauses 18.6 and 18.6.1), it can neither sponsor the domain name nor perform operations in respect of it. Such domain names, not transferred to another registrar by the date of termination, are maintained under the Regulations on the maintenance of a domain name where it is not serviced by a registrar — a regime established by the registry and not by the Provider. In that state a domain name is not deleted early, but neither the Provider nor the Purchaser can perform any operation on it until the Registrant chooses a new registrar. The Provider is obliged to notify the Purchaser and the Registrants of this in advance (clauses 11.1.1.8, 11.2.11 and 19.3.5) and has no right to present that state as a continuation of servicing.

19.8. Provisions that survive the termination of the Agreement: sections 13 (protection of personal data), 15 (liability), 17 (logs and evidence), 19 (consequences of termination), 20 (confidentiality) and 21 (resolution of disputes), and clause 11.4 (indemnity).

20. Confidentiality

20.1. Confidential information is information obtained by a Party under this Agreement and not made public by its owner, in particular: credentials and access keys; the terms on which the Provider works with the registries, including the Registry Cost — the owner of which information is the registry concerned and not the Provider, so that the Provider has no right to disclose it even by its own decision (clauses 9.1.2 and 9.8.1); the detail of debits on a Purchaser's Ledger Account (clause 9.12), and the breakdown of operations (clause 9.8.2); the Platform's technical documentation that has not been published publicly; the list of the Purchaser's customers and its operation volumes; and particulars of security vulnerabilities discovered.

20.2. Confidential information is not disclosed to third parties without the written consent of the other Party, save in the following cases: disclosure at the demand of a court or of a competent state authority; disclosure to a registry to the extent necessary in order to perform an operation, or at its demand; and disclosure to professional advisers who are bound to preserve secrecy.

20.3. The confidentiality obligation operates for the term of the Agreement and for three years after its termination. As regards particulars owned by a registry (clause 20.1), that obligation operates without limit of time: no term is set for such particulars, and the Provider cannot give the Purchaser a shorter term than it has itself.

20.4. The Provider does not publish a list of Purchasers and does not name a Purchaser as its partner in public materials without that Purchaser's separate written consent. Where such consent exists, only the Purchaser's name, logo and website address are published, in a form agreed with it; consent may be withdrawn at any time, and the Provider removes the particulars concerned within five working days. The Purchaser's operation volumes, Tariff Plan and any financial indicators are not published in any circumstances. This clause does not extend to disclosure required by a registry (clause 20.2) or by law.

20.4.1. The registry operator does not learn from our commands that the Purchaser is this Purchaser. Every command the Provider sends to a registry operator carries an identifier of its own, and in it the Purchaser is denoted by an anonymised token rather than by their account or their name (clause 7.3.4.1 of the Our Details page). Registry operators keep such identifiers permanently and work in the same market as the Purchaser, so this concerns not a single command but the whole history of their operations. Only the Provider can match the token to the Purchaser. This clause does not apply to disclosure required by a registry operator (clause 20.2) or by law, and does not concern the Registrant particulars that the rules of a zone pass to the register (clause 13.4).

20.4.2. The identifiers the Provider issues to the Purchaser are not a measure of anyone else's operations. The response to every command carries an Operation Identifier, and the Message Queue carries a message number; both are kept in the Purchaser's systems. The Provider undertakes to include in neither of them any quantity from which the number or frequency of other Customers' operations can be computed — in particular a counter shared by all Customers, from which the difference between two of one's own identifiers would give the volume of everyone else's. The Message Queue number runs within a Purchaser and starts at one for each of them separately. What these identifiers are made of is described in clauses 7.3.2 and 7.3.2.1 of the Our Details page.

21. Resolution of disputes and applicable law

21.1. The law of Ukraine applies to this Agreement. The exception is the Standard Contractual Clauses (Annex 5): the law of the EU Member State chosen in the Clauses themselves applies to them (clause 13.7.2).

21.2. Pre-action procedure. Before applying to a court, a Party sends the other a written claim through the channel determined in clause 17.4. A claim is considered within 30 calendar days of the day it is received. Claims concerning settlements are submitted in compliance with clause 17.3.

21.3. Disputes not settled by the pre-action procedure are heard by a commercial court of Ukraine. Article 20 of the Commercial Procedure Code of Ukraine determines the jurisdiction (which class of court hears a case of this kind) of the commercial courts, and not the venue (which particular court hears the specific dispute); venue is determined by the rules of the same Code. The Parties do not alter venue: in commercial proceedings a contractual choice of venue is permitted only in the cases expressly provided for by the Commercial Procedure Code of Ukraine, and a general stipulation "at the Provider's place of business" is not among them and would be void. The dispute is therefore heard by the court determined by the rules of that same Code — as a general rule, at the defendant's place of business.

21.3.1. For a Purchaser that is not a resident of Ukraine, the Parties expressly agree that disputes under this Agreement fall within the jurisdiction of the commercial courts of Ukraine (clause 1 of part one of article 76 of the Law of Ukraine "On Private International Law", which permits a case to be made subject to the courts of Ukraine by written agreement of the parties). The particular court is determined by the rules of the Commercial Procedure Code of Ukraine. Disputes arising out of the Standard Contractual Clauses (Annex 5) are heard by the court of the EU Member State chosen in the Clauses themselves (clause 13.7.2), and that stipulation prevails over clauses 21.3 and 21.3.1.

21.4. Disputes over rights in domain names are not resolved by this Agreement. Such disputes are heard under the .UA Domain Name Dispute Resolution Policy or in the courts of Ukraine. The Parties acknowledge, and bring to the notice of Registrants, that:

21.4.1. the Provider and the registry are not participants in proceedings under the Policy and cannot be joined to them as a party (clauses 4(h) and 6 of the Policy); the operator of the register and the administrator of a public domain likewise cannot be joined as a Party to court proceedings over domain names (clause 15.9.1);

21.4.2. the Provider performs acts in respect of a domain name only on the basis of a decision of an administrative panel, a decision of a court, a demand of a registry or an instruction of the Registrant;

21.4.3. a decision of an administrative panel is implemented no earlier than 10 working days from the day notice of it is given, and is stayed if the Registrant supplies evidence of an application to a court of Ukraine (clause 4(k) of the Policy);

21.4.4. during the proceedings, and for 15 working days after they conclude, the domain name may not be transferred to another person and the registrar may not be changed; the same prohibition applies while court or arbitration proceedings concerning that domain name are pending, whether or not any proceeding under the Policy has taken place (paragraphs 8(a) and 8(b) of the Policy). The period is calculated by reference to the location of the .UA registrar. A transfer effected in breach of this prohibition may be cancelled by the administrator of the public domain;

21.4.5. the remedies available under the Policy are limited to cancellation or transfer of the domain name; no award of damages is made under the Policy (clause 4(i) of the Policy), and the costs of the proceedings are borne by the complainant (clause 4(g) of the Policy);

21.4.6. the use of a mark for goods and services (a trade mark) in a domain name is governed, in particular, by clause 4 of article 16 of the Law of Ukraine "On the Protection of Rights to Marks for Goods and Services" No. 3689-XII (article 16 is divided into clauses, not into parts); an application to a court of Ukraine is possible irrespective of proceedings under the Policy.

22. Final provisions

22.1. The Purchaser has no right to assign rights or to transfer obligations under this Agreement to a third party without the Provider's written consent (articles 512 and 520 of the Civil Code of Ukraine).

22.1.1. An assignment of rights by the Provider is possible only where the assignee is itself an accredited registrar. The Provider has the right to assign its rights under this Agreement in the event of a reorganisation or a transfer of the business solely to a person that, at the moment of the assignment, holds its own contracts in force with all the registries of the zones concerned, giving the Purchaser notice no later than 30 calendar days in advance. An assignment in favour of a person that is not itself an accredited registrar in the zones concerned would destroy the very access being transferred, and is therefore not permitted.

22.1.2. A registrar's accreditation and the right to operate in the domain zones do not pass to a successor automatically: a successor acquires them only in its own right, in its relations with the registries and the administrators of the public domains. The Provider therefore does not promise the Purchaser continuity of servicing through a reorganisation or a transfer of the business, and cannot guarantee it. Where the assignee does not hold its own contracts with the registries at the moment of the assignment, the Provider applies section 19 (termination and transfer out) instead of an assignment.

22.2. If a particular provision of this Agreement is held invalid (by a court) or is void (of no effect without any court so holding), this does not entail the invalidity of the other provisions; the Parties replace such a provision with a valid one that most closely corresponds to its economic substance.

22.3. A Party's failure to exercise any of its rights is not a waiver of that right and does not deprive it of the right to exercise it subsequently.

22.4. Amendments to this Agreement are made in the form established by section 18; otherwise, in the same form as the Agreement (article 654 of the Civil Code of Ukraine).

22.5. The Annexes forming an integral part of the Agreement:

22.6. The Provider's details, the addresses for legally significant notices and the contacts of its services are set out on the Our Details page.