PUBLIC OFFER AGREEMENT FOR SAAS SERVICES

Dubai, UAEDecember 8, 2025

1. GENERAL PROVISIONS

1.1. This Offer Agreement constitutes an official proposal (public offer) of Numisnipe Tech Ltd, License No. CL6629, a company duly incorporated and existing under the laws of the jurisdiction of its registration, with its registered address at Unit 2, Level 7, Gate Village Building 10, DIFC, Dubai, UAE (the "Provider") to any capable person (the "Client") who accepts this offer on the terms and conditions set forth below.

1.2. The text of this Offer Agreement is available at: https://qoo.qa/offer-for-provision-services

1.3. By accepting the terms set forth below and paying for the Services, the legal entity or individual accepting this Offer becomes the Client (acceptance of the Offer is equivalent to entering into an agreement on the terms set forth in this Offer Agreement).

1.4. The moment of full and unconditional acceptance by the Client of the terms of this Offer Agreement (Acceptance of the Offer) shall be the moment of performing the actions specified in clause 3.2 of this Offer Agreement.

1.5. By entering into this Offer Agreement, the Client:

1.5.1. provides consent to the processing of personal data;
1.5.2. accepts the personal data processing policy published on the Website.

2. TERMS AND DEFINITIONS

2.1. Unless the context requires otherwise, all capitalised terms used in this Offer Agreement shall have the following meanings:

"Acceptance of the Offer" means the full and unconditional acceptance by the Client of the terms of this Offer Agreement by performing the actions specified in clause 3.2 of this Offer Agreement;

"Vacancy" means 1 (one) unique position (role) for which connection of the Service was initiated within 1 (one) month (Month of Use), regardless of the duration of its processing, the volume of Candidates' responses, or its subsequent closure or suspension;

"Offer Agreement" means this public offer agreement for SaaS services;

"Client" has the meaning assigned to this term in clause 1.1 of this Offer Agreement;

"Provider" has the meaning assigned to this term in clause 1.1 of this Offer Agreement;

"Confidential Information" has the meaning assigned to this term in clause 10.1 of this Offer Agreement;

"Personal Account" means the set of protected pages on the Website created for a specific Client, through which the Parties interact and the Client obtains access to the Service. Access to the Personal Account is obtained by the Client through self-authorisation on the Website;

"Materials" has the meaning assigned to this term in clause 10.2 of this Offer Agreement;

"Month of Use" means 1 (one) month of the Client's use of the Service, lasting from 28 (twenty-eight) to 31 (thirty-one) calendar days (depending on the day and month when the Client obtained access to the Service based on the Acceptance of the Offer) from the date the Provider grants the Client access to the Service (if the Offer Agreement is entered into for the first time) or from the date following the end of the Client's previous paid month (if the Offer Agreement has already been entered into and the Provider's Services have been paid for 2 (two) or more consecutive months);

"Applicable Law" means all laws, by-laws, regulations, constitutions, international and domestic treaties, rules, provisions, decrees, orders and resolutions of governmental authorities applicable at the relevant time;

"Suspension Period" means a period of up to 35 (thirty-five) calendar days during which the Provider may fully restrict access to the Personal Account and Service due to the Client's failure to pay the Invoice while preserving the Client's data/information in the Personal Account and Service settings, after which all Client data/information in the Personal Account and Service settings are deleted and this Offer Agreement terminates;

"Paid Period" means the period of time for which the Client has made payment, measured in Months of Use (unless otherwise provided by the Plan), during which the Client is entitled to use the Service and other Provider Services in accordance with this Offer Agreement and the terms of the selected Plan;

"Website" means the set of interconnected web pages unified under a single domain name, representing an organised collection of software, texts, graphic images, photos, video materials and other intellectual property objects belonging to the Provider, located on the Internet at: www.qoo.qa;

"Service" means the software embedded on the Website (a collection of software programs, algorithms, databases, interfaces and logical structures) "AI Assistant Qooqa" (Qooqa), designed to automate the recruitment process, through which, depending on the Plan selected by the Client, the following is provided, including:

(a) automated processing of Candidate responses to the Client's job vacancies;
(b) automated evaluation of resumes of Candidates who responded to the Client's vacancies against the Client's key criteria;
(c) automated search for Candidate resumes matching the Client's requirements for the relevant vacancy(ies);
(d) automated integration with various external databases, social networks, messengers and other systems for the purpose of searching and selecting Candidates;
(e) automated interviewing of potential Candidates for the Client's vacancies by sending text messages to Candidates' email addresses/messengers;
(f) automated notification of Candidates about scheduled interviews with the Client's employees/representatives;
(g) storage of interaction history with each Candidate for the relevant vacancy;
(h) preparation of analytical reports (information about the total number of Candidates in the recruitment pipeline, selection results, reasons for rejecting Candidates and other information).

"Party" means the Client or the Provider, and "Parties" means the Client and the Provider;

"Invoice" means the invoice for payment of Services issued by the Provider to the Client, in which the Parties specify the Plan selected by the Client, namely the subject matter, cost and terms of the Services;

"Candidate" means an individual seeking employment and applying for a specific position, who has published their resume on the website and/or other resources (platforms) on the Internet;

"SaaS" means Software as a Service, a model of providing the Client with access to the Service through the Personal Account on the Website;

"Plans" means certain package offerings of the Provider containing information about the scope, cost and terms of the Services. The list of Plans is presented on the Website, and the term "Plan" is interpreted in the singular accordingly;

"Services" has the meaning assigned to this term in clause 3.1.

"Service Price" has the meaning assigned to this term in clause 5.1 of this Offer Agreement.

3. SUBJECT OF THE OFFER AGREEMENT

3.1. The subject of this Offer Agreement is the paid provision by the Provider to the Client of services for granting access to the Service under the SaaS model, technical support services for the Service, as well as providing information and instructions on the use of the Service in accordance with the Plans listed on the Website, under the terms and conditions set forth in this Offer Agreement (the "Services").

3.2. The Client accepts the Offer by making an advance payment for the Provider's Services by means of payment using a bank card or bank transfer.

3.3. By accepting the Offer, the Client confirms that the Provider's provision of Services under this Offer Agreement fully corresponds to the Client's ability to use the Services provided in this manner.

3.4. The Client undertakes to independently ensure the availability of software on their personal computer(s) and technical equipment necessary for working with the Service. The Provider shall not be liable for failure to provide the Services due to the Client's inability to receive them because of lack of Internet connection and/or necessary computer/software.

3.5. The Provider, in providing Services by granting the Client access to the Service, carries out automated recruitment activities in the Client's interest and performs automated processing of Candidates' personal data on behalf of and by instruction of the Client, within the framework of this Agreement entered into between the Provider and the Client.

3.6. The Provider, when processing personal data on behalf of and by instruction of the Client, undertakes to comply with the principles and rules of personal data processing established by Applicable Law, as well as the security and confidentiality of Candidates' personal data being processed.

3.7. Unless otherwise specified in a separate instruction from the Client to the Provider, the Provider processes the following categories of Candidates' personal data on behalf of and by instruction of the Client under this Agreement:

3.7.1. full name;
3.7.2. residential address;
3.7.3. email address;
3.7.4. phone number;
3.7.5. date of birth;
3.7.6. education details (name of educational institution, form of study, study period, faculty, specialisation, qualification);
3.7.7. additional skills (proficiency in software applications, foreign language skills, professional achievements);
3.7.8. employment history (total work experience, field of organisation's activity, period of employment, position, reason for leaving);
3.7.9. photos and video images (not for identification purposes);
3.7.10. results of preliminary, intermediate and final stages of selection for the Client's vacancy;
3.7.11. information on current salary and desired salary;
3.7.12. information on work experience and completed projects (portfolio);
3.7.13. other information provided by the Candidate in their resume;
3.7.14. other information obtained from the Candidate through oral and written interaction containing the Candidate's personal data.

3.8. The purposes of the Provider's processing of Candidates' personal data (by granting the Client access to the Service) on behalf of the Client are the proper provision of recruitment Services for the Client and the employment of Candidates for the Client's vacancies.

4. PROCEDURE AND CONDITIONS FOR GRANTING ACCESS TO THE PERSONAL ACCOUNT AND SERVICE

4.1. The Client independently selects a suitable Plan from the options presented on the Website and payment method, and may also contact the Provider by email at the contacts published on the Website to clarify the terms of access to the Service.

4.2. After the Parties confirm the Plan selected by the Client, the Provider issues an Invoice to the Client. Access to the Personal Account and Service is provided for the Paid Period within 1 (one) business day from the date of payment of the Invoice based on the Plan selected by the Client in the manner provided in Section 5 of this Offer Agreement, unless otherwise specified in the Invoice itself.

4.3. Access to the Service is provided to the Client through self-authorisation in the Personal Account on the Website.

4.4. The Client undertakes to use the Service exclusively for the purpose of searching for and interviewing Candidates for the Client's vacancies and not to transfer access to the Service to third parties without the Provider's prior written consent.

4.5. No later than 5 (five) calendar days before the end of the Paid Period, the Provider shall send the Client a notification of the upcoming expiration of the Paid Period and an Invoice for the following month(s) based on the Client's previously selected Plan or a new Plan if requested by the Client. In the event of the Client's failure to pay such Invoice, access to the Personal Account and Service shall be suspended by the Provider for the Suspension Period. If the Suspension Period (which is 35 (thirty-five) calendar days) expires and the Client fails to pay the new Invoice during the Suspension Period, the Client's Personal Account shall be deleted and the Client's data/information shall be destroyed by the Provider. The Parties confirm that upon expiration of the Suspension Period, this Offer Agreement terminates.

4.6. The Client may pay the Invoice based on the selected Plan within the Suspension Period, after which the Provider shall restore the Client's access to the Personal Account and Service within 1 (one) business day.

4.7. In the event the Provider deletes the Personal Account on the grounds specified in clause 4.5 of this Offer Agreement, the Client irrevocably loses the data/information that was provided by the Client to the Service.

4.8. The Client may pay the Invoice based on the selected Plan after the Suspension Period expires, in which case the Provider grants access to a new Personal Account without the previously provided data/information. The Parties confirm that payment of the Invoice by the Client after the Suspension Period and termination of this Offer Agreement constitutes entering into a new Offer Agreement on the terms set forth herein.

4.9. Each vacancy connected in a new month (Month of Use) is considered a new unit, even if its processing by the Service began earlier. Accordingly, when the Client renews a previously used Plan and continues working on vacancies previously uploaded to the Service, such positions of the Client are counted as new vacancies in the new month.

4.10. The number of vacancies provided for by the selected Plan and not used by the Client during the paid month (Month of Use) is not subject to compensation, recalculation or carry-over to the next period (Paid Period) upon renewal of the Plan or conclusion of a new agreement.

4.11. Each vacancy connected to the Service within the number of vacancies provided for by the selected Plan is considered used from the moment its processing by the Service is initiated and may not be replaced by another vacancy, regardless of the duration of its processing, its early closure, suspension, cancellation or termination of recruitment for such vacancy. A slot freed as a result of the closure, suspension or cancellation of a vacancy may not be used to connect another vacancy.

5. SERVICE PRICE AND PAYMENT PROCEDURE

5.1. The cost of the Provider's Services is determined based on the Plan selected by the Client (the "Service Price"). The Service Price is also specified in the Invoice issued by the Provider, by paying which the Client confirms the selection of the Plan and accepts the Offer.

5.2. Payment for the Services is made by the Client on a full prepayment basis of 100% (one hundred per cent) of the Service cost (the selected Plan) for 1 (one) or more Months of Use at the Client's discretion.

5.3. Payment is made by bank card or bank transfer to the Provider's account.

5.4. The Client's payment obligation shall be deemed fulfilled from the moment the funds are credited to the Provider's account.

5.5. The Provider has the right to unilaterally amend the Plans and other terms of this Offer Agreement, ensuring that such changes are published on the Website no less than 1 (one) business day before they take effect. By continuing to use the Service after such changes take effect, the Client agrees to the new terms.

5.6. Clients who accepted the Offer and made prepayment for a Plan selected on the Website before the changes specified in clause 5.5 are entitled to receive the Services under the corresponding Plan within the Paid Period on the terms that existed before such changes. After the end of such Paid Period, the Provider provides Services to the Client subject to the changes specified in clause 5.5.

5.7. The Provider may, at its discretion (but is not obligated to), upon expiration of each Month of Use or upon expiration of the Paid Period, prepare and send acts of services rendered to the Client at the Client's email address provided to the Provider.

5.8. If the Client does not submit a reasoned written refusal to accept the Services within 3 (three) business days after the act of services rendered is sent, the act shall be deemed signed by the Client without objections and the Services shall be deemed rendered in full. A reasoned written refusal shall be sent by the Client to the Provider's email address specified in clause 13.3 of this Offer Agreement.

6. RIGHTS AND OBLIGATIONS OF THE PROVIDER

6.1. The Provider undertakes to:

6.1.1. provide the Client with access to the Personal Account and Service under the Plan selected by the Client within 1 (one) business day from the date of the Client's payment of the Invoice;
6.1.2. send the Client instructions on using the Service within 1 (one) business day from the date of the Client's payment of the Invoice;
6.1.3. ensure the Service is available to the Client for no less than 95% (ninety-five per cent) of the total time during the Month of Use, excluding time for scheduled maintenance, of which the Client is notified no less than 24 (twenty-four) hours in advance, and which shall not exceed 36 (thirty-six) hours per month;
6.1.4. process personal data of the Client's individuals and Candidates in accordance with Applicable Law.

6.2. The Provider has the right to:

6.2.1. perform work on adapting and/or modifying the Service or otherwise update and improve the Service, including correcting identified errors;
6.2.2. make changes to the Service functionality and/or the appearance of the Website without notifying the Client;
6.2.3. amend the Plans in accordance with clause 5.5 of this Offer Agreement;
6.2.4. restrict access to the Service by blocking the Personal Account in the event of the Client's failure to fulfil the payment obligation in accordance with clause 4.5 of this Offer Agreement;
6.2.5. engage third parties to provide the Services, provided that (i) the Provider is liable for the actions of such third parties as for its own; (ii) the Provider undertakes to enter into confidentiality agreements with such third parties regarding data and/or information provided by the Client to the Provider in the course of providing the Services; (iii) the Provider undertakes to ensure compliance by such third parties with Applicable Law regarding personal data protection in the event of transfer of personal data to such third parties.

7. RIGHTS AND OBLIGATIONS OF THE CLIENT

7.1. The Client undertakes to:

7.1.1. pay for the Provider's Services in the manner and within the time frames specified in Section 5 of this Offer Agreement;
7.1.2. provide the Provider with complete and accurate information necessary for the provision of Services;
7.1.3. not provide access to the Service to third parties without the Provider's prior written consent;
7.1.4. notify the Provider in a timely manner of any changes to data/information provided by the Client to the Provider;
7.1.5. comply with Applicable Law in the field of personal data protection and not transfer personal data to third parties without the consent of the data subjects;
7.1.6. comply with the rules for using the Service established by the Provider.

7.2. The Client has the right to:

7.2.1. select any Plan and/or switch from one Plan to another;
7.2.2. require the Provider to grant access to the Personal Account and Service after payment of the Invoice;
7.2.3. request information from the Provider on the use of the Service;
7.2.4. require the Provider to provide documents and other information confirming compliance with Applicable Law regarding personal data protection.

8. TERM OF THE OFFER AGREEMENT

8.1. This Offer Agreement enters into force on the date of Acceptance of the Offer and remains in effect until the Parties have fully fulfilled their obligations under this Offer Agreement.

8.2. Each Party has the right to unilaterally refuse to perform the Agreement. The Party intending to refuse performance shall notify the other Party no later than 30 (thirty) calendar days before the date of termination of the Agreement or any part thereof.

8.3. The Agreement terminates upon expiration of the Suspension Period, provided that the Client has not paid the Invoice for the subsequent Paid Period during the Suspension Period.

9. LIABILITY OF THE PARTIES

9.1. A Party that breaches the terms of this Agreement shall be liable to the other Party in the manner prescribed by Applicable Law.

9.2. The Provider shall be entitled to require the Client to pay a penalty in the amount of USD 2,000 (two thousand US dollars) in the event the Client breaches the obligation specified in clause 7.1.3 of this Agreement.

9.3. The recovery of penalties shall not release the Parties from the performance of their obligations under this Agreement.

9.4. Each Party shall be liable only for actual damages incurred by the other Party and shall not be liable for lost profits or indirect losses of the other Party.

9.5. The Provider shall not be liable for delays caused by the Client's failure to provide information necessary for the Provider to render the Services.

9.6. Liability to the Candidate for breach of personal data processing rules shall be borne by the Client, while the Provider, processing such personal data on behalf of and by instruction of the Client, shall be liable to the Client.

10. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

10.1. Any information, whether written or oral, provided by one Party to the other Party regarding the provision of Services under this Offer Agreement, including correspondence via website chat, email, messengers or other means of communication, telephone calls, oral negotiations, Client requests, files, documents, commercial proposals, and any reports, constitutes confidential information ("Confidential Information"). Disclosure of Confidential Information, transfer to third parties, or any other distribution and/or copying and/or public posting of Confidential Information is prohibited, except where such Confidential Information:

10.1.1. is publicly known and became so independently of the actions or inactions of the Party;
10.1.2. must be disclosed in accordance with Applicable Law;
10.1.3. was obtained from official or other publicly available sources;
10.1.4. is disclosed to legal and other advisors of such Party, employees and other representatives of the Party, provided that such persons are obligated not to disclose such Confidential Information on terms similar to this Agreement; or
10.1.5. is disclosed to third parties (including third parties engaged by the Provider for the purposes of providing the Services) to the extent necessary for the performance of the Party's obligations under this Agreement.

10.2. Any materials on the Website, including audiovisual works, text and graphic materials, software (including the Service), trademarks and other intellectual property of the Provider ("Materials"), located on the Website or created in the course of providing the Services, are the property of the Provider.

10.3. No rights to any Materials are transferred to the Client as a result of entering into this Offer Agreement and using the Service and Website.

10.4. All Materials provided by the Provider to the Client in the course of providing the Services are intended solely for the Client's personal use.

11. NOTIFICATIONS

11.1. Any notifications related to the performance of this Offer Agreement may be sent by the Parties via email and/or messengers linked to the phone number provided during registration:

11.1.1. to the Client's email address and/or phone number provided to the Provider, from the Provider's email address, if the recipient is the Client;
11.1.2. to the Provider's email address specified in clause 13.3 of this Offer Agreement, from the Client's email address provided to the Provider.

12. APPLICABLE LAW AND DISPUTE RESOLUTION

12.1. This Agreement shall be governed by and construed in accordance with the laws of the Dubai International Financial Centre (DIFC), UAE.

12.2. All disputes, disagreements or claims arising out of or in connection with this Agreement, including its entry into force, conclusion, amendment, performance, breach, termination or validity, shall be subject to resolution by the DIFC Courts, Dubai, UAE.

13. PROVIDER DETAILS

13.1. Numisnipe Tech Ltd
License No. CL6629

13.2. Address: Unit 2, Level 7, Gate Village Building 10, DIFC, Dubai, UAE

13.3. Provider's email address for notifications: info@qoo.qa

Last updated December 8, 2025