Public Offer

Public Offer Agreement

This Public Offer Agreement (the “Offer”) sets out the terms on which Partix LLC, a limited liability company registered under the laws of Georgia (the “Service Provider”), provides the Services described below to a Client accepting this Offer (the “Client”).

The Service Provider and the Client may each be referred to as a “Party” and together as the “Parties.”

By making full payment of an invoice issued by the Service Provider in response to the Client’s request for Services, the Client accepts this Offer in full. The Client confirms that it has authority to enter into this Agreement. The resulting agreement between the Parties is referred to as the “Agreement.”

1. Service Provider Details

The Service Provider may execute contracts, statements of work, invoices, acceptance certificates, change orders and other commercial documents through ANTON KRASKOVSKII as its authorized signatory.

2. Subject of the Agreement and Services

1. The primary service under this Offer is the provision of consulting services related to granting access to the Auto Parts Selection Service on a subscription basis, including access to auto-parts-related data, databases, catalogues, search tools, digital resources, technical information and other functionality made available by the Service Provider (collectively, the “Auto Parts Data Service”). The Auto Parts Data Service may include, depending on the applicable Order or invoice:
   • Access to catalogues, databases, product information, search tools, reference data, technical specifications, compatibility information and other informational materials
   • Access to subscription-based software, hosted applications, online accounts, APIs, digital tools or other online functionality
   • User credentials, including a server address, login, password, API key or other access method
   • Technical support related to access to the Auto Parts Data Service
2. In addition to the Auto Parts Data Service, the Service Provider may provide software development and related technology services, including:
   • Custom software design, development, configuration, implementation and integration
   • Development of websites, web applications, APIs, mobile or desktop applications, digital products and databases
   • UI/UX design, prototyping, technical analysis and project consulting
   • Software maintenance, technical support, bug fixing and updates
   • Cloud, hosting, deployment, DevOps, system administration and integration support
   • Other technology, consulting or support services agreed in writing by the Parties
3. The exact scope, subscription period, access level, number of users, permitted use, deliverables, milestones, technical requirements, timetable, fees, acceptance criteria, support terms, service-level commitments and other commercial terms must be specified in one or more quotations, invoices, statements of work, order forms, project specifications, email confirmations or other written commercial documents accepted by the Parties (each an “Order”).
4. An Order forms an integral part of this Agreement. If an Order conflicts with this Offer, the Order prevails only with respect to the specific project or Services it expressly covers.
5. The Service Provider is an independent contractor. Nothing in this Agreement creates an employment relationship, partnership, agency, fiduciary relationship or joint venture between the Parties.

3. Service Requests, Invoices and Acceptance

1. The Client may request Services, a subscription period, an access extension, additional users, an upgrade or other commercial terms from the Service Provider. The Service Provider will issue an invoice only after receiving such request, unless the Parties expressly agree otherwise in writing.
2. The Service Provider does not make automatic charges, recurring card debits or automatic subscription renewals under this Offer. Each new subscription period, renewal, extension or additional Service requires the Client’s request and the Service Provider’s issuance of a corresponding invoice, unless the Parties sign a separate written agreement that expressly provides for an alternative billing method.
3. Acceptance of the Offer. The Client accepts this Offer solely by making full payment of an invoice issued by the Service Provider in response to the Client’s request for Services.

   No request, inquiry, correspondence, negotiation, purchase order, signed order form, provision of materials, credentials, instructions, or other action by the Client shall constitute acceptance of this Offer or create an obligation for the Service Provider to provide any Services unless and until the Service Provider has received the full cleared payment for the applicable invoice.

4. The Service Provider may refuse an order, postpone commencement or require additional information where the scope is unclear, required approvals are missing, payment is overdue, or performance would create a legal, security, compliance or technical risk.
5. Unless expressly agreed otherwise in an Order, estimates, delivery dates, timelines and development hours are non-binding good-faith estimates. They may change due to changes in scope, Client delays, third-party dependencies, technical complexity, security issues or force majeure.

4. Fees, Invoicing and Payment

1. Fees are stated in the applicable Order or invoice. Unless expressly stated otherwise, all prices are exclusive of applicable taxes, duties, levies, bank charges and third-party costs. All taxes, duties and other mandatory charges arising in the Client’s country in connection with payment for the Services shall be borne by the Client in addition to the invoiced amount. If any withholding or deduction is required by applicable law, the Client shall increase the payment accordingly to ensure that the Service Provider receives the full invoiced amount without any deductions.
2. The Client must pay each invoice in advance and in full within three (3) business days after receipt of the invoice, unless the invoice or Order states a different payment deadline.
3. Access to the Auto Parts Data Service, including access credentials, server addresses, logins, passwords, API keys or any other means of access, is provided only after the Service Provider receives cleared payment in full for the applicable invoice. No access is provided based solely on an invoice, payment order, payment confirmation, purchase order or promise of payment.
4. For development, consulting or other project-based Services, the Service Provider may require a deposit, milestone payment, prepaid development hours, third-party-cost advance or full advance payment before beginning or continuing the Services.
5. Payment is considered made only after cleared funds are received in the Service Provider’s account.
6. The Client must pay all transfer, intermediary-bank, currency-conversion and payment-provider charges. The Service Provider is entitled to receive the invoiced amount in full.
7. Alternative Payment Arrangements and Overdue Invoices. Unless the Service Provider and the Client expressly agree otherwise in writing, all Services, including access to the Service, Data, accounts, APIs, hosting environments, credentials, deliverables and other digital functionality, shall be provided only after the Service Provider receives full cleared payment of the applicable invoice.

   If the Service Provider and the Client expressly agree in writing on an alternative payment arrangement, including deferred payment, payment by instalments, milestone payments, post-payment, a credit period, or any payment schedule differing from the standard advance-payment terms of this Offer, the Client shall make payment strictly in accordance with such agreed arrangement.
   
   If an undisputed invoice issued under such alternative payment arrangement is not paid when due, the Service Provider may, after written notice where reasonably practicable:

   • Suspend work, support, delivery, access, hosting, an account, an API or any subscription service.
   • Withhold deliverables, source code, credentials and transfer of intellectual-property rights until payment is received in full.
   • Revise delivery dates, project milestones and the scope of work to reflect the delay.
   • Charge interest on overdue amounts at the lower of 0.1% per month or the maximum rate permitted by applicable law.
   • Recover reasonable costs of collection, including legal and professional fees, where permitted by applicable law.

   The Service Provider’s exercise of any right under this clause does not constitute a waiver of any other right or remedy and does not relieve the Client of its payment obligations.

8. Subject to clause 4.10, payments are non-refundable once the Service Provider has provided access to the Auto Parts Data Service or another digital service, performed Services, reserved development capacity, incurred third-party costs, begun work under an Order, or made a deliverable available to the Client. This does not limit any refund, cancellation or other remedy that cannot lawfully be excluded under mandatory applicable law or that the Service Provider agrees to in writing.
9. The Client’s failure to use the Services, use available access, submit requests, provide instructions, download deliverables or otherwise make use of a paid subscription period does not create a right to a refund, credit, extension or transfer of the paid period, unless the Service Provider agrees otherwise in writing or mandatory law requires otherwise.
10. Refund in case of delayed access. If the Service Provider, due to its own fault, fails to provide access to the Auto Parts Data Service within the period set out in clause 5.1 and the delay exceeds ten (10) calendar days, the Client may withdraw from the Agreement by written notice to the Service Provider. In this case, the Service Provider shall refund in full the amount prepaid under the relevant invoice within ten (10) business days after receipt of such notice. The value of any portion of the Services already provided and accepted by the Client shall not be refundable. Except for this case and refunds that cannot lawfully be excluded under mandatory applicable law, fees paid for the Auto Parts Data Service are non-refundable, regardless of the reason for termination, the actual period of use of the Auto Parts Data Service or the date of termination.
11. International B2B Status and Taxes. The Client confirms that it acquires the Services for business purposes and that the establishment receiving the Services is located outside Georgia. The Client shall provide the Service Provider with reasonably requested registration or tax identification details and shall promptly notify the Service Provider of any change affecting its business status or the establishment receiving the Services. Georgian VAT shall not be charged where the place of supply is outside Georgia under the applicable provisions of the Tax Code of Georgia. This provision does not constitute a guarantee of VAT exemption or application of a zero VAT rate. Each Party shall comply with the tax and reporting obligations imposed on it by applicable law. Taxes, duties and mandatory withholdings arising in the Client’s country are governed by clause 4.1.

5. Provision of Access and Subscription Periods

1. After receipt of cleared payment, the Service Provider will provide access to the Auto Parts Data Service within three (3) business days, unless an Order, invoice or written confirmation states another period.
2. The Service Provider may provide access by sending the Client an email containing a server address, login, password, API key, account-activation link or other access credentials, or by making access available through an agreed electronic channel.
3. The Services are deemed provided, and the Service Provider’s obligations for providing access are deemed fulfilled, when the Service Provider sends the access credentials or otherwise makes the relevant paid access available to the Client. The Client is responsible for ensuring that its contact details and designated recipient email address are accurate and able to receive messages.
4. Access is provided for the period stated in the relevant paid invoice or Order (the “Paid Period”). Access expires automatically at the end of the Paid Period unless the Client requests a new period and pays a new invoice. No automatic renewal or automatic debit applies.
5. The Client may use the Auto Parts Data Service only for its own internal business purposes and only for the number of users, systems, locations, account types, API calls or other limits stated in the relevant Order, invoice or applicable service rules.
6. The Client must not share credentials, resell access, sublicense the Service, make the Service available to unauthorized persons, copy or systematically extract substantial portions of the Data, create a competing database or service from the Data, circumvent technical restrictions, reverse engineer the Service except to the extent mandatory law permits, or use the Service unlawfully.
7. The Service Provider may suspend or restrict access where reasonably necessary to protect the Service, comply with law, prevent security risks, stop unauthorized use, preserve system integrity or address overdue payment.
8. The Client acknowledges and agrees that the availability and scope of functionality of individual catalogues, databases and other information resources within the Auto Parts Data Service depend, among other things, on the operation of external information sources and the terms of access to them. The Service Provider does not guarantee continuous and simultaneous availability of all catalogues, their individual sections, Data and functions in full during the Paid Period. The list and composition of catalogues available within the Auto Parts Data Service are not guaranteed and may change during the Paid Period.
9. The Service Provider does not guarantee access to particular Data, sections or components of the Auto Parts Data Service, search by every vehicle identification number (VIN), or queries without limits on their number and frequency, where such restrictions or unavailability are caused by circumstances beyond the Service Provider’s control, including blocking and restrictions imposed by right holders and data providers, changes to access rules, the introduction of limits, additional checks and verifications, sanctions and other restrictive measures, and failures of external information resources.
10. The Service Provider shall take reasonable measures to restore access to and the functionality of the Auto Parts Data Service.
11. Temporary or permanent unavailability of an individual catalogue, database or information resource, or of its sections, Data or functions, as well as any limitation of its availability or functionality, shall not in itself constitute complete unavailability of the Auto Parts Data Service and shall not entitle the Client to a reduction or refund of fees, compensation or an extension of the Paid Period.
12. The Paid Period shall be extended only in the event of complete unavailability of the Auto Parts Data Service as a whole, preventing its use for its primary purpose, where such unavailability is caused by the fault of the Service Provider. In such case, upon the Client’s written request, the Paid Period shall be extended by a period commensurate with the duration of such complete unavailability. Unavailability caused by force majeure (Section 15) or by the circumstances described in clause 5.9 does not give rise to an extension. To the maximum extent permitted by law, this is the Client’s sole remedy for unavailability of the Auto Parts Data Service.

6. Data Provided “As Is” and Client Verification

1. Any data, catalogues, technical specifications, product information, compatibility information, vehicle-fitment information, prices, availability information, analytical data, search results, recommendations, database records, supplier data, manufacturer data, third-party content or other information made available through the Auto Parts Data Service (collectively, the “Data”) are provided for informational and operational purposes only, on an “as is” and “as available” basis.
2. The Service Provider does not warrant that the Data are accurate, complete, current, error-free, fit for a particular purpose, suitable for a specific vehicle, available without interruption, or free from omissions, duplicates, inconsistencies or third-party errors. The Data may originate from third parties, automated processes, public sources, Client inputs, suppliers, manufacturers, marketplaces or other sources not controlled by the Service Provider. The Service Provider does not verify the Data. Any statements regarding the properties or functions of the Auto Parts Data Service are technical information and do not constitute a warranty.
3. The Client is solely responsible for independently verifying all Data before relying on them for purchasing, ordering, manufacturing, repair, installation, safety, technical, regulatory, pricing, inventory, warranty, commercial or other business decisions. Where applicable, the Client must verify part numbers, fitment, compatibility, vehicle identification number (VIN), manufacturer specifications, safety requirements and official supplier or manufacturer information. The Service Provider is not responsible for any decisions or actions taken by the Client on the basis of the Data.
4. The Service Provider does not sell, supply, install, repair, warrant or certify auto parts, vehicles or equipment unless expressly agreed in a separate written Order. The Service Provider does not provide engineering, safety, legal, regulatory, warranty or manufacturer-authorized advice through the Data or the Auto Parts Data Service.
5. To the maximum extent permitted by applicable law, the Service Provider is not liable to the Client or any third party for loss, damage, incorrect orders, incompatibility, missed opportunities, repair costs, production losses, safety incidents, regulatory consequences, business interruption or claims arising from inaccurate, incomplete, outdated, unavailable or improperly used Data, or from reliance on Data without independent verification.

7. Client Responsibilities

1. The Client must timely provide complete, accurate and lawful information, materials, feedback, approvals, credentials, technical access and personnel reasonably required for the Services.
2. The Client represents and warrants that it has all necessary rights, permissions and legal bases to provide content, personal data, trademarks, source materials, instructions and systems access to the Service Provider.
3. The Client remains responsible for the accuracy, legality, completeness and appropriateness of all Client Materials, business decisions, Client communications, regulatory filings and use of the Services and Data.
4. Delays, rework, additional costs, errors or inability to perform caused by the Client, its affiliates, vendors or users may result in revised delivery dates and additional charges.
5. The Client must maintain secure credentials, restrict access to authorized users, promptly notify the Service Provider of unauthorized use or a suspected security incident, and use the Services in compliance with applicable law.

8. Delivery and Acceptance of Project Services

1. The Service Provider will provide project-based Services and deliverables substantially in accordance with the applicable Order.
2. Unless an Order specifies a different procedure, the Client has five (5) business days after delivery to inspect the relevant deliverable and send a written notice of material non-conformity against the acceptance criteria expressly stated in the Order.
3. The notice must identify each alleged material non-conformity with reasonable detail. If the Client does not submit such notice within the stated period, the deliverable is deemed accepted.
4. For a valid and timely non-conformity notice, the Service Provider’s sole obligation is to use commercially reasonable efforts to correct the confirmed material non-conformity. Minor defects, cosmetic issues, feature requests, changes in preference, or matters outside the agreed acceptance criteria do not entitle the Client to reject the deliverable.
5. For access-based, hosted, subscription or support Services, the Services are deemed provided when the Service Provider makes access credentials, a service environment, support response, update, configuration, or other agreed functionality available to the Client.

9. Service Modifications and Additional Services

1. The Auto Parts Data Service is provided with the functionality, access level, Data, technical configuration and usage limits available for the applicable Paid Period and specified in the relevant invoice or Order.
2. The Client is not entitled to require the Service Provider to modify, customize, expand, adapt, integrate, correct, update or develop the Service, Data, software, API, database, interface, functionality or technical infrastructure.
3. Any request for customization, additional functionality, individual integration, additional Data, increased limits, technical development, consulting, support outside the standard scope, or other additional services shall not form part of the paid Service and may be provided solely at the Service Provider’s discretion under a separate written agreement or a separately issued and fully paid invoice.
4. The Service Provider may update, modify, replace, suspend, restrict or discontinue elements of the Service or Data where reasonably necessary for security, maintenance, technical operation, legal compliance, third-party dependencies, content updates or service improvement. The Service Provider will use commercially reasonable efforts to avoid a material reduction of the core functionality paid for by the Client during the applicable Paid Period, subject to clauses 5.8–5.12.

10. Access and Use of the Service

1. Subject to full payment of all amounts due under the relevant Order, the Service Provider grants the Client a limited, non-exclusive, non-transferable, non-sublicensable right during the Paid Period to access and use the Auto Parts Data Service and Data solely for the Client’s internal business purposes and in accordance with this Agreement and the applicable Order.
2. The Service Provider may display non-confidential, publicly released project elements in its portfolio only with the Client’s prior written consent.

11. Confidentiality and Data Protection

1. Each Party must protect the other Party’s non-public business, technical, financial, commercial, Client, pricing, security and project information disclosed in connection with the Agreement (“Confidential Information”) using at least reasonable care.
2. A receiving Party may use Confidential Information only to perform or receive the Services and may disclose it only to personnel, affiliates and professional advisers who need to know it and are bound by confidentiality obligations.
3. Confidentiality obligations do not apply to information that the receiving Party can demonstrate was lawfully known without restriction, becomes public without breach, is independently developed without use of the other Party’s Confidential Information, or must be disclosed by law or a binding regulatory/court order.
4. These confidentiality obligations remain in force during the Agreement and for three (3) years after its termination. Trade secrets must be protected for as long as they qualify as trade secrets under applicable law.
5. If the Service Provider processes personal data on behalf of the Client, the Client remains responsible for determining a lawful basis for processing. The Parties will enter into a separate data processing agreement where required by applicable data-protection law.
6. The Client must not provide special-category, highly sensitive, regulated or production personal data unless expressly agreed in writing and appropriate technical, contractual and compliance measures have been agreed.
7. The Parties shall process personal data in accordance with the Law of Georgia on Personal Data Protection and other mandatory applicable data protection laws.

12. Warranties and Disclaimers

1. The Service Provider warrants that it will perform the Services with reasonable skill and care consistent with generally accepted industry practice.
2. Except as expressly stated in this Agreement or an Order, the Services and deliverables are provided “as is” and “as available.” To the maximum extent permitted by law, the Service Provider disclaims all other warranties, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, error-free operation, data accuracy, commercial success, regulatory compliance, cybersecurity invulnerability, search-ranking results, lead generation, revenue generation or compatibility with all systems.
3. The Service Provider does not warrant that software will be entirely free of defects, that Services will be uninterrupted, that every error can be corrected, or that any particular business, financial, operational, marketing or legal result will be achieved.
4. The Client is responsible for testing deliverables before production use, maintaining backups, implementing appropriate security controls, and determining whether the Services are suitable for its intended use and regulatory environment.

13. Liability and Indemnity

1. To the maximum extent permitted by applicable law, neither Party is liable to the other for any indirect, incidental, consequential, special, punitive or exemplary damages, or for loss of profits, revenue, business opportunity, goodwill, data, anticipated savings or business interruption, even if advised of the possibility of such damages.
2. The Service Provider’s total aggregate liability arising out of or relating to an Order or this Agreement, whether in contract, tort, negligence, statute or otherwise, is limited to the fee paid by the Client for one (1) user for the Paid Period in which the breach occurred.
3. The limitations in this section do not apply to liability that cannot lawfully be limited or excluded.
4. The Client will indemnify and hold harmless the Service Provider, its affiliates, personnel and subcontractors from third-party claims, losses, liabilities, damages, costs and reasonable legal fees arising from:
   • Client Materials, Client instructions or Client data
   • The Client’s unlawful or unauthorized use of the Services or deliverables
   • The Client’s breach of applicable law, third-party rights, confidentiality or data-protection obligations
   • The Client’s failure to obtain required rights, permissions, notices or consents
   • The Client’s purchase, order, installation, repair, resale or other use of auto parts or vehicles based on Data without appropriate independent verification
5. The Service Provider is not responsible for third-party services, platforms, payment systems, cloud providers, hosting providers, internet connectivity, blocking of or restrictions on Internet access imposed by government authorities, telecommunications networks, browsers, operating systems, APIs, app stores, AI-model providers, open-source components, external data sources, manufacturers, suppliers, marketplaces or other external dependencies, even where the Service Provider assists with their configuration or integration.

14. Suspension and Termination

1. The Service Provider may suspend or terminate the Agreement or any Order immediately on written notice if the Client materially breaches the Agreement, fails to pay an undisputed amount when due, uses the Services unlawfully, creates a security or compliance risk, infringes rights, shares credentials, misuses Data, or becomes insolvent. In such case, fees paid by the Client are not refunded.
2. Termination does not affect accrued payment obligations. The Client must pay for all Services performed, time reserved, milestones reached, committed third-party costs and non-cancellable expenses incurred through the effective date of termination.
3. Access-based subscription Services expire at the end of the Paid Period and do not require a separate termination notice. The Client may elect not to request a new invoice or renewal period.
4. Upon termination and subject to full payment, the Service Provider will provide the Client with any completed and paid-for deliverables specified in the applicable Order. The Service Provider may delete Client data after a reasonable retention period, except to the extent retention is required by law or necessary for legitimate backup, security, accounting or dispute-resolution purposes.

15. Force Majeure

1. Neither Party is liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, earthquakes, fire, flood, war, military operations, terrorist acts, sabotage, civil unrest, sanctions, prohibitive measures of states, bans on trade operations (including with particular countries) due to the imposition of international sanctions, government action, labor dispute, internet or telecommunications failure, cloud or hosting outage, cyberattack, power failure, epidemic, pandemic, failure of third-party suppliers or other comparable events.
2. The affected Party must notify the other Party within a reasonable time and use commercially reasonable efforts to mitigate the effects. Performance deadlines will be extended for the duration of the force majeure event and its reasonable consequences. Force majeure does not entitle the Client to an extension of the Paid Period, a refund or compensation.

16. Notices and Electronic Communications

1. Orders, service requests, notices, approvals, invoices, acceptance certificates, change requests and other communications may be made in writing by email, electronic signature platform, project-management platform, Client portal or another electronic method that reasonably identifies the sender and preserves the content.
2. Electronic communications are legally valid to the extent permitted by applicable law.

17. Governing Law and Dispute Resolution

1. This Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of Georgia, without regard to conflict-of-law principles.
2. Before commencing formal proceedings, the Parties will attempt in good faith to resolve a dispute through written negotiations. The responding Party must reply to a written claim within fifteen (15) calendar days after receipt.
3. If the Parties do not resolve the dispute within thirty (30) calendar days after the claim, the competent courts of Tbilisi, Georgia shall have exclusive jurisdiction, except that the Service Provider may seek interim, injunctive or debt-collection relief in any court of competent jurisdiction.

18. General Provisions

1. This Offer and each applicable Order constitute the entire agreement between the Parties on their subject matter and supersede prior discussions, proposals and understandings relating to that subject matter.
2. The Client may not assign or transfer the Agreement or an Order without the Service Provider’s prior written consent. The Service Provider may use employees, affiliates and subcontractors to perform the Services while remaining responsible for their work under this Agreement.
3. If a provision is held invalid or unenforceable, the remaining provisions remain in effect, and the invalid provision will be interpreted or replaced to the minimum extent necessary to make it enforceable.
4. Failure to enforce any provision is not a waiver of future enforcement.
5. The English language version of this Offer controls in the event of any translation inconsistency.
6. Changes to the Offer. The Service Provider may amend this Offer at any time at its discretion. Amendments take effect from the moment the amended Offer is published on the Service Provider’s website, unless a later date is stated upon publication. The Client is responsible for independently monitoring changes to this Offer and other documents published on the Service Provider’s website. Unless the Client notifies the Service Provider in writing of its disagreement with the amendments, the amended Offer applies to the Client from the date of its publication.

Payment Details

Applicable to all invoices.

Service Provider Signatory

Effective date: October 27, 2026