PUBLIC OFFER

Regarding the Execution of a Voluntary Donation Agreement

PREAMBLE

This Public Offer (proposal) to enter into a voluntary donation agreement (hereinafter referred to as the «Offer») has been prepared in accordance with Articles 626, 627, 638, 641, 642, 717–730 of the Civil Code of Ukraine, the Law of Ukraine «On Public Associations,“ the Tax Code of Ukraine, the Charter of the Public Organization ”Analytical Center »Odesa Strategic Development Council’,” the Regulations on the Acceptance of Voluntary Donations, and other regulatory and legal acts of Ukraine

This Offer constitutes an official proposal by the Public Organization «Analytical Center “Odessa Strategic Development Council”» (hereinafter referred to as the “Organization”) to an unspecified group of individuals and legal entities to enter into a voluntary donation agreement under the terms set forth in this Offer.

Acceptance of this Offer is constituted by a person’s actions that indicate their intention to make a voluntary donation to the Organization, in accordance with the procedures and terms set forth in this Offer

Upon acceptance of this Offer, a voluntary donation agreement is deemed to have been concluded between the Organization and the donor without the need to sign a separate written agreement, unless otherwise provided by Ukrainian law or by a written agreement between the parties

1. GENERAL PROVISIONS

1.1. This Offer sets forth the procedure for entering into a voluntary donation agreement between the Organization and individuals or legal entities through its acceptance

1.2. This Offer has been approved by a resolution of the Organization’s Board of Directors and is an integral part of the mechanism for accepting voluntary donations set forth in the Regulations on the Acceptance of Voluntary Donations

1.3. The purpose of this Offer is to establish an open, transparent, and legally defined mechanism for accepting voluntary donations to ensure the Organization can carry out its statutory activities

1.4. The organization accepts voluntary donations solely for the purpose of carrying out its statutory activities, as defined in the organization’s bylaws

1.5. Acceptance of this Offer constitutes the donor’s full, unconditional, and unreserved acceptance of all its terms and conditions

1.6. The conclusion of a voluntary donation agreement through acceptance of this Offer does not require the signing of a separate written agreement, unless otherwise agreed by the parties

1.7. The current version of this Offer is posted on the Organization’s official website (if any) or is made available to the general public by other means

1.8. With respect to matters not covered by this Offer, the parties shall be governed by the laws of Ukraine, the Organization’s Articles of Incorporation, and the Regulations on the Acceptance of Voluntary Donations

2. TERMS AND DEFINITIONS

2.1. In this Offer, the terms listed below have the following meanings:

Acceptance of the Offer – a person’s full, unconditional, and unreserved acceptance of the terms of this Offer by taking actions that indicate an intention to make a voluntary donation to the Organization

Voluntary donation – the donor’s gratuitous transfer of funds, property, property rights, results of work, or services to the Organization to support its statutory activities, without receiving any compensation or consideration in kind

Voluntary Donation Agreement – a contract deemed to have been concluded between the Organization and the donor upon acceptance of this Offer, in accordance with Articles 641–642 and 717–730 of the Civil Code of Ukraine

Organization – The nonprofit organization «Odessa Strategic Development Council Analytical Center,« which receives voluntary donations

Donor – an individual, an individual entrepreneur, a legal entity, or another legal entity that voluntarily makes a donation to the Organization by accepting this Offer or pursuant to a separate agreement

Regulations – Regulations on the Procedure for Accepting and Using Voluntary Donations by the Public Organization «Analytical Center «Odessa Strategic Development Council,»” approved by a resolution of the Organization’s Board of Directors

Statutory Activities – the Organization’s activities, as defined by its Bylaws, aimed at achieving the goals, objectives, and areas of activity for which the Organization was established

Designated Donation – a voluntary donation for which the donor has specified a particular purpose or use

Non-designated donation – a voluntary donation for which the donor has not specified a particular purpose, and which the Organization therefore uses to fund its statutory activities in accordance with the Regulations

2.2. Terms used in this Offer that are not defined in this section shall have the meanings set forth in the Civil Code of Ukraine, the Law of Ukraine «On Public Associations,» other regulatory and legal acts of Ukraine, the Organization’s Bylaws, and the Regulations on the Procedure for Accepting and Using Voluntary Donations

2.3. In the event of changes to Ukrainian law that alter the meaning of certain terms or introduce new concepts, the definitions established by current Ukrainian law shall apply when this Offer is implemented

3. SUBJECT OF THE OFFER

3.1. Under this Offer, the Organization proposes that anyindividual or legal entity (hereinafter referred to as the “Donor”) to enter into a voluntary donation agreement by accepting this Offer in accordance with Articles 641, 642, and 717–730 of the Civil Code of Ukraine

3.2. The subject matter of this Offer is the voluntary and gratuitous transfer by the Donor to the Organization of funds, property, property rights, results of work, services, or other assets to ensure the fulfillment of the Organization’s statutory purpose, objectives, and areas of activity

3.3. A voluntary donation is made by the Donor free of charge, voluntarily, and without receiving any compensation, material benefit, corporate rights, or other advantages from the Organization, unless otherwise expressly provided by the laws of Ukraine

3.4. The Organization accepts voluntary donations solely to support its statutory activities and uses them in accordance with the Organization’s Bylaws, the Regulations on the Procedure for Accepting and Using Voluntary Donations, this Offer, and the laws of Ukraine

3.5. A donor has the right to independently determine the amount, form, frequency, and intended use of a voluntary donation, unless otherwise provided by Ukrainian law

3.6. If the Donor has not specified the intended purpose of the voluntary donation, the Organization has the right to use it to fund any area of its statutory activities in accordance with the Bylaws, Regulations, and decisions of the Organization’s governing bodies

3.7. If the Donor specifies a designated purpose for a voluntary donation, the Organization shall use it in accordance with that purpose, provided that such purpose does not conflict with the laws of Ukraine, the Organization’s Articles of Incorporation, or its internal documents

3.8. Acceptance of this Offer confirms that the Donor:

• have read and understood the terms of this Offer; 
• reviewed the Regulations on the Procedure for Accepting and Using Voluntary Donations; 
• confirms that the donation was made voluntarily; 
• confirms the lawful origin of the funds or other property transferred to the Organization; 
• agrees to the terms governing the use of voluntary donations as set forth in this Offer and the Terms and Conditions 

3.9. The conclusion of a voluntary donation agreement through acceptance of this Offer does not require the signing of a separate written agreement, unless otherwise agreed upon between the Organization and the Donor

3.10. The Organization has the right to refuse to accept a voluntary donation in the cases provided for by Ukrainian law, this Offer, and the Regulations on the Procedure for Accepting and Using Voluntary Donations

3.11. The terms of this Offer are the same for all Donors. The Organization does not establish any preferential treatment or restrictions based on the amount, form, or frequency of a voluntary donation, unless otherwise provided by Ukrainian law or a separate written agreement

3.12. Acceptance of this Offer establishes a civil-law relationship between the Organization and the Donor related exclusively to the making of a voluntary donation, and does not give rise to any employment, corporate, membership, or other legal relationships, unless otherwise expressly provided by the laws of Ukraine or a separate agreement

3.13. A voluntary donation made by a legal entity to the Organization does not constitute a membership fee for an individual who is a member of the Organization, regardless of whether there is a corporate, employment, or other legal relationship between such individual and the legal entity. All funds received from legal entities pursuant to this Offer are considered voluntary donations and are used in accordance with its terms and the Bylaws.

4. PROCEDURE FOR ACCEPTANCE OF A PUBLIC OFFER

4.1. This Offer shall be deemed accepted by the Donor in its entirety and without any reservations from the moment the Donor takes actions indicating an intention to make a voluntary donation to the Organization

4.2. Acceptance of this Offer is deemed to include, in particular:

• transfer of funds to the Organization's bank account; 
• making payments via payment systems, payment services, QR codes, or other electronic payment instruments; 
• depositing cash into the Organization’s cash register in cases provided for by Ukrainian law; 
• the transfer of property, property rights, or the results of work or services provided by the Organization; 
• signing the property transfer and acceptance certificate; 
• entering into a separate donation agreement; 
• taking other actions that indicate a person's intention to make a voluntary donation 

4.3. A voluntary donation agreement is deemed to have been concluded upon the Organization’s receipt of the voluntary donation or a portion thereof, unless otherwise provided by the laws of Ukraine or by a separate written agreement

4.4. Acceptance of this Offer confirms that the Donor:

• acts voluntarily and on his or her own behalf, or as a duly authorized representative of a legal entity; 
• has the necessary legal capacity and authority to make a voluntary donation; 
• has reviewed the terms of this Offer and the Regulations on the Acceptance and Use of Voluntary Donations, and agrees to them; 
• understands the legal consequences of making a voluntary donation 

4.5. In the event of a voluntary donation by a legal entity, acceptance of this Offer confirms that the person who initiated or made the payment is acting within the scope of their authority in accordance with the legal entity’s governing documents and the laws of Ukraine

4.6. The Donor has the right to make a voluntary donation on a one-time or recurring basis. Each individual voluntary donation is considered a separate acceptance of this Offer, unless otherwise provided for in a separate written agreement between the Organization and the Donor.

4.7. Making regular voluntary donations does not obligate the Donor to make further payments and may be discontinued by the Donor at any time without prior notice to the Organization

4.8. If a Donor makes a voluntary donation specifying a particular purpose, acceptance of this Offer simultaneously confirms the Donor’s intention that the donation be used in accordance with the specified purpose

4.9. The Organization has the right to contact the Donor to clarify information regarding a voluntary donation made, its intended use, or other circumstances necessary for proper documentation and accounting.

4.10. If a voluntary donation is made without specifying the purpose of the payment, or with a purpose that does not allow for an unambiguous determination of the Donor’s intent, the Organization has the right to contact the Donor for clarification or to use the donation as a general-purpose donation if it is evident from the payment details that it constitutes a voluntary donation

4.11. Documents confirming acceptance of this Offer may include a bank statement, payment instruction, a payment system receipt, cash documents, a transfer and acceptance certificate, a separate donation agreement, or other documents confirming the making of a voluntary donation

4.12. Acceptance of this Offer is irrevocable upon the Organization’s actual receipt of the voluntary donation, except as expressly provided by the laws of Ukraine or this Offer

4.13. In the event of a voluntary donation made through the Organization’s website, a payment service, QR code, or other electronic payment method, acceptance of this Offer is deemed to have occurred upon the successful completion of the payment transaction and the crediting of funds to the Organization’s account or to the account of a payment partner authorized to accept such payments

5. PROCEDURE FOR MAKING VOLUNTARY DONATIONS

5.1. Voluntary donations are made by the Donor solely of their own free will, without any coercion, under the terms of this Offer and in accordance with the laws of Ukraine

5.2. Voluntary donations may be made in the form of cash, property, or other forms that do not violate Ukrainian law

5.3. Voluntary monetary donations may be made by:

• a non-cash transfer of funds to the Organization's bank account; 
• making payments via payment systems, electronic payment services, QR codes, or other payment instruments; 
• depositing cash into the Organization’s cash register in cases provided for by Ukrainian law; 
• other methods that do not violate Ukrainian law 

5.4. Voluntary donations in the form of property, property rights, work products, or services shall be transferred to the Organization by means of a transfer and acceptance certificate or another source document in accordance with the laws of Ukraine

5.5. The donor determines the amount of the voluntary donation on his or her own, unless otherwise provided for in a separate agreement between the donor and the Organization

5.6. The organization does not set a minimum or maximum amount for voluntary donations, unless otherwise specified in the terms and conditions of individual programs, projects, or public fundraising campaigns

5.7. A donor has the right to make voluntary donations:

• once; 
• regularly; 
• toward a goal he has set; 
• without specifying a particular purpose 

5.8. When making a non-cash transfer, the Organization recommends including wording in the payment description that indicates the voluntary nature of the donation

In particular, the following phrasing may be used:

• «Voluntary donation for statutory activities. VAT-exempt.» 
• «A voluntary donation to support the implementation of statutory programs. Excluding VAT.» 
• «A voluntary donation to support the organization's development. VAT-exempt.» 
• «A voluntary donation to support the administrative costs of the Organization's statutory activities. Excluding VAT.» 
• «Voluntary donation for the implementation of the «__________» project. Excluding VAT.» 
• «A voluntary donation to support analytical research and expert activities. Excluding VAT.» 
• «A voluntary donation to support international cooperation. VAT-exempt.» 
• «Voluntary donation. No VAT.» 

5.9. The payment description examples provided are for guidance only and are used to properly identify a voluntary donation

5.10. The use of a different payment description does not constitute grounds for refusing to accept a voluntary donation if the Donor’s intention to make a voluntary donation to the Organization is clearly evident from the payment description or other circumstances.

5.11. If the Donor has specified a particular purpose for the voluntary donation, the Organization shall use it in accordance with that purpose

5.12. If the purpose of a voluntary donation is not specified or is specified ambiguously, the Organization shall use it to fund its statutory activities in accordance with the Regulations on the Procedure for Accepting and Using Voluntary Donations

5.13. If necessary, the Organization has the right to contact the Donor to clarify the purpose of the payment or other circumstances surrounding the voluntary donation

5.14. Voluntary donations may be made by both residents and non-residents of Ukraine, provided that such donations do not conflict with Ukrainian law or international treaties

5.15. Expenses associated with making a voluntary donation (bank fees, payment system fees, money transfer fees, etc.), unless otherwise specified by the terms of a particular payment system or by a separate agreement between the parties, shall be borne by the Donor

5.16. The organization has the right to use banks, payment organizations, payment providers, and other services to accept voluntary donations in accordance with Ukrainian law

5.17. The organization has the right to open separate bank accounts or use separate payment instruments to collect voluntary donations for the implementation of specific statutory programs, projects, events, or campaigns. Making a voluntary donation to such an account or using the corresponding payment instrument is considered confirmation of the Donor’s intention to support the relevant program or project, unless otherwise specified by the Donor in the payment description.

6. RIGHTS AND OBLIGATIONS OF THE PARTIES

6.1. The organization has the right to:

6.1.1. Accept voluntary donations from individuals and legal entities in accordance with the terms of this Offer, the Regulations on the Procedure for Accepting and Using Voluntary Donations, the Organization’s Bylaws, and the laws of Ukraine

6.1.2. Use voluntary donations in accordance with their intended purpose or, in the absence of such a purpose, to fund the Organization’s statutory activities

6.1.3. Contact the Donor to clarify the purpose of the payment, the source of the donation, or other information necessary for proper documentation, accounting, or compliance with Ukrainian law

6.1.4. To refuse to accept a voluntary donation or to return it in the cases provided for by Ukrainian law, this Offer, and the Regulations on the Procedure for Accepting and Using Voluntary Donations

6.1.5. Disclose information about voluntary donations received in aggregate form or, if the donor’s name is disclosed, only with the donor’s consent or in cases provided for by Ukrainian law

6.1.6. Amend this Offer in accordance with the procedure set forth in its terms and conditions

6.2. The organization is required to:

6.2.1. To accept and use voluntary donations in accordance with the laws of Ukraine, the Organization’s Bylaws, the Regulations on the Procedure for Accepting and Using Voluntary Donations, and this Offer

6.2.2. Ensure proper accounting and documentation of voluntary donations

6.2.3. Use designated voluntary donations in accordance with the purpose specified by the Donor

6.2.4. Ensure the protection of Donors' personal data in accordance with Ukrainian law

6.2.5. Upon request by the Donor, provide information regarding the receipt of the Donor’s voluntary donation within the limits established by Ukrainian law and the Organization’s internal documents

6.3. The donor has the right to:

6.3.1. Independently determine the amount, form, method, frequency, and purpose of a voluntary donation

6.3.2. Receive information about the Organization’s activities and the procedure for making voluntary donations

6.3.3. Contact the Organization to clarify information regarding a voluntary donation that has been made

6.3.4. Enter into a separate donation agreement with the Organization if the nature or terms of the voluntary donation so require

6.3.5. Exercise other rights provided for by Ukrainian law

6.4. The donor is required to:

6.4.1. Act in good faith and in accordance with the requirements of Ukrainian law

6.4.2. Provide accurate information if it is necessary for the proper processing of a voluntary donation

6.4.3. Do not establish conditions for the use of voluntary donations that conflict with Ukrainian law, the Organization’s Articles of Incorporation, or its statutory activities

6.4.4. If the intended use of a voluntary donation is specified, clearly indicate it in the payment description or in another document accompanying the donation

6.5. Making a voluntary donation does not entitle the Donor to:

• membership in the Organization; 
• the right to participate in the management of the Organization; 
• the right to demand that any management decisions be made; 
• the right to receive profits, property, or other material benefits from the Organization; 
• other rights not provided for by Ukrainian law, the Organization’s Bylaws, or a separate agreement 

6.6. The Organization and the Donor shall interact on the following basis:

• voluntary participation; 
• good faith; 
• openness; 
• mutual respect; 
• legality; 
• Prevention of Conflicts of Interest 

6.7. Making a voluntary donation does not constitute payment for goods, work, or services; does not confirm the conclusion of a contract for the provision of services or the performance of work; and does not create an obligation on the part of the Organization to provide the Donor with any compensation, counterperformance, or any other pecuniary or non-pecuniary benefit, unless otherwise expressly provided for in a separate written agreement.

7. PROCEDURES FOR THE USE OF VOLUNTARY DONATIONS

7.1. Voluntary donations are used by the Organization solely to achieve its statutory purpose, carry out its statutory objectives, and ensure its operations in accordance with the laws of Ukraine, the Organization’s Articles of Incorporation, and the Regulations on the Procedure for Accepting and Using Voluntary Donations

7.2. If a Donor has specified a particular purpose for a voluntary donation, the Organization shall use it in accordance with the stated purpose, provided that it does not conflict with Ukrainian law, the Organization’s Bylaws, or the Organization’s internal documents

7.3. If the Donor has not specified the intended purpose of the voluntary donation, the Organization has the right to independently determine how it will be used to support its statutory activities

7.4. Voluntary donations may be used, in particular, for:

• the implementation of statutory programs and projects; 
• conducting analytical, scientific, sociological, legal, economic, and other studies; 
• the preparation of analytical reports, expert opinions, recommendations, and methodological and informational materials; 
• organizing and conducting conferences, forums, roundtables, seminars, training sessions, webinars, and other events; 
• the development of international cooperation; 
• information, educational, and publishing activities; 
• maintenance of the Organization's material and technical resources; 
• remuneration for employees, experts, consultants, and other individuals in accordance with Ukrainian law; 
• payment of administrative, organizational, banking, legal, accounting, auditing, information technology, transportation, and other expenses related to the Organization’s statutory activities; 
• other expenses necessary to achieve the Organization's statutory purpose 

7.5. The organization ensures that voluntary donations are accounted for and used in accordance with the requirements of Ukrainian law and the principles of transparency, good faith, efficiency, and the targeted use of funds

7.6. If it becomes impossible to use a designated voluntary donation for the purpose specified by the Donor for reasons beyond the Organization’s control, the Organization has the right to propose that the Donor change the intended use of the donation or to resolve the issue of its further use in accordance with the laws of Ukraine

7.7. The Organization does not use voluntary donations for purposes that conflict with Ukrainian law, the Organization’s Bylaws, or the terms of this Offer

7.8. The donor confirms that he or she agrees to the procedure for the use of voluntary donations as set forth in this Offer and in the Regulations on the Procedure for Accepting and Using Voluntary Donations

7.9. If the amount of voluntary donations received exceeds the funding needs of a specific statutory program, project, or event, or if the implementation of the relevant program has become impossible or is no longer relevant, the Organization has the right to allocate the unused balance of funds to finance other statutory programs or areas of activity whose objectives are closest to the original purpose of the donation, unless otherwise provided by Ukrainian law or a written agreement with the Donor.

8. PROCESSING AND PROTECTION OF PERSONAL DATA

8.1. By accepting this Offer, the Donor confirms that he or she is familiar with the procedures for processing his or her personal data. The Organization processes the Donor’s personal data on the grounds specified by Ukrainian law, in particular for the conclusion and performance of a voluntary donation agreement, compliance with legal requirements, accounting and tax reporting, as well as in other cases provided for by law.

8.2. The Organization processes the Donor’s personal data solely for the purpose of:

• accepting and processing voluntary donations; 
• maintaining accounting, financial, and tax records; 
• compliance with the requirements of Ukrainian law; 
• maintaining communication with the Donor; 
• preparing reports required by Ukrainian law, the terms of grant programs, or contracts; 
• the pursuit of other objectives directly related to the Organization’s statutory activities 

8.3. The Organization has the right to process the Donor’s personal data to the extent necessary to achieve the purposes set forth in this Offer, including:

• last name, first name, and patronymic (if applicable); 
• contact phone number; 
• email address; 
• residential address or business address; 
• bank account information; 
• other information necessary to properly comply with the requirements of Ukrainian law and this Offer 

8.4. The organization ensures the protection of the Donor’s personal data against unlawful processing, accidental loss, destruction, damage, or unauthorized access by implementing the necessary organizational and technical measures in accordance with Ukrainian law

8.5. The Organization does not disclose the Donor’s personal data to third parties, except in the following cases:

• if such a transfer is provided for by Ukrainian law; 
• if it is necessary to fulfill this Offer; 
• if required by the competent government authorities; 
• if such disclosure is made to banks, payment systems, auditors, accountants, grantors, or other parties in connection with the Organization’s compliance with legal requirements or contractual obligations; 
• if the Donor has given separate consent to such a transfer 

8.6. Personal data is retained by the Organization for the periods established by Ukrainian law, or for the period necessary to achieve the purpose of its processing

8.7. The donor has the rights provided for in the Law of Ukraine «On the Protection of Personal Data,» including the right to:

• to receive information about the processing of your personal data; 
• access your personal data; 
• request the correction of inaccurate or incomplete personal data; 
• demand that the unlawful processing of personal data be stopped; 
• to withdraw consent to the processing of personal data in cases where such processing is carried out solely on the basis of consent, unless otherwise provided by Ukrainian law; 
• to seek redress from the Organization or in court to protect their rights 

8.8. The Donor’s withdrawal of consent to the processing of personal data does not affect the lawfulness of such processing carried out prior to the withdrawal of consent, nor does it relieve the Organization of its obligation to retain documents and information for the periods established by Ukrainian law

8.9. The organization has the right to use information systems, accounting software, CRM systems, electronic services, cloud technologies, and payment platforms to process personal data, provided that it complies with the requirements of Ukrainian law regarding the protection of such data

8.10. Acceptance of this Offer confirms that the Donor is familiar with the procedure for processing his or her personal data as set forth in this Offer and the Regulations on the Procedure for Accepting and Using Voluntary Donations, and has no objections to such processing to the extent necessary for the exercise of the parties’ rights and the fulfillment of their obligations.

9. RESPONSIBILITIES OF THE PARTIES

9.1. The parties shall be liable in accordance with the laws of Ukraine for failure to perform or improper performance of the terms of this Offer

9.2. The Organization is responsible for the use of voluntary donations in accordance with Ukrainian law, the Organization’s Articles of Incorporation, the Regulations on the Procedure for Accepting and Using Voluntary Donations, and the terms of this Offer

9.3. The donor is responsible for the accuracy of the information provided, the lawful origin of the funds, property, or other assets transferred to the Organization, and for having the necessary authority to make a voluntary donation

9.4. The organization is not liable for:

• errors made by the Donor while filling out payment documents; 
• incorrect bank account information or payment description; 
• delays in the processing of payments due to the fault of banks, payment systems, or other financial institutions; 
• technical malfunctions in the operation of banking, payment, or information systems that are beyond the Organization’s control; 
• the amount of fees charged by banks, payment systems, or other financial intermediaries 

9.5. The Organization shall not be liable for the inability to use a voluntary donation in accordance with the purpose specified by the Donor if such inability arose as a result of changes in Ukrainian legislation, decisions by government authorities, the termination of the relevant program, or other circumstances beyond the Organization’s control. In such a case, the Organization shall act in accordance with Ukrainian law, this Offer, and the Regulations on the Procedure for Accepting and Using Voluntary Donations.

9.6. The organization does not guarantee the achievement of any specific result from the implementation of programs, projects, or activities funded by voluntary donations, unless otherwise provided for in a separate written agreement

9.7. Making a voluntary donation does not impose an obligation on the Organization to provide the Donor with goods, work, services, compensation, material benefits, or any other consideration, unless otherwise provided by the laws of Ukraine or a separate written agreement

9.8. In the event of a dispute regarding the making or use of a voluntary donation, the parties agree to take all possible measures to resolve it through negotiations and mutual consultation

9.9. If any provision of this Offer is found to be invalid or inconsistent with the laws of Ukraine, this shall not affect the validity of the other provisions of the Offer

9.10. Neither party shall be liable for any failure to perform or improper performance of its obligations under this Offer if such failure resulted from circumstances of insurmountable force (force majeure) as defined by the laws of Ukraine

9.11. The Organization is not responsible for the Donor’s decision to make a voluntary donation, nor for the amount, frequency, or method of such a donation. All decisions regarding voluntary donations are made by the Donor independently, voluntarily, and at their own discretion.

10. TERM OF THE OFFER, PROCEDURE FOR AMENDING AND WITHDRAWING THE OFFER

10.1. This Offer shall take effect on the date of its approval by a resolution of the Organization’s Board of Directors and shall remain in effect indefinitely until it is revoked or a new version is approved, unless otherwise provided by a resolution of the Organization’s Board of Directors

10.2. The Organization has the right at any time to amend this Offer or to approve a new version thereof by means of a corresponding resolution of the Organization’s Board of Directors

10.3. Amendments to this Offer shall take effect on the date of their publication on the Organization’s official website (if any) or on such other date as may be determined by a resolution of the Organization’s Board of Directors

10.4. The Organization ensures that an unlimited number of persons can review the current version of the Offer by posting it on the Organization’s official website or by other accessible means

10.5. For voluntary donations made prior to the effective date of the new version of the Offer, the version of the Offer in effect at the time of acceptance shall apply, unless otherwise provided by Ukrainian law

10.6. Amending this Offer does not require the prior consent of the persons who have previously accepted it

10.7. The Organization has the right to withdraw this Offer by adopting a corresponding resolution of the Board of Directors and publishing information regarding its withdrawal

10.8. The revocation of this Offer does not affect the rights and obligations that arose between the Organization and the Donors prior to the effective date of the decision to revoke it

10.9. If, after changes are made to this Offer, the Donor makes a new voluntary donation, the Donor is deemed to have reviewed the current version of the Offer and accepted its terms

10.10. The Organization reserves the right, concurrently with making changes to this Offer, to update the details for making voluntary donations, recommended payment descriptions, the list of payment services, and other information necessary for the proper performance of this Offer, provided that such changes do not alter its material terms

10.11. If any provision of this Offer is found to be invalid or in conflict with the laws of Ukraine, this shall not affect the validity of its other provisions.

10.12. The current version of this Offer is the sole official version governing the procedure for entering into a voluntary donation agreement upon its acceptance. In the event of any discrepancies between the text of the Offer published on the Organization’s official website and other informational materials, the text of the Offer approved by a resolution of the Organization’s Board of Directors shall prevail.

11. FORCE MAJEURE CIRCUMSTANCES

11.1. The parties shall be exempt from liability for the total or partial non-performance or improper performance of their obligations under this Offer if such non-performance results from force majeure (force majeure) that arose after the acceptance of this Offer and that the parties could not have foreseen or prevented from occurring

11.2. Force majeure circumstances include, but are not limited to:

• war, hostilities, armed conflict, acts of terrorism; 
• the declaration of martial law or a state of emergency; 
• mass disturbances, strikes, blockades; 
• fires, floods, earthquakes, epidemics, pandemics, and other natural disasters; 
• accidents, man-made disasters; 
• a prolonged interruption in the power supply, telecommunications networks, or the Internet; 
• decisions by state authorities or local government bodies that make it impossible to fulfill the terms of this Offer; 
• other extraordinary and unavoidable circumstances that objectively prevent the parties from fulfilling their obligations 

11.3. A party that is unable to fulfill its obligations due to force majeure must, within a reasonable time, notify the other party of the occurrence of such circumstances, if possible

11.4. The existence of force majeure circumstances shall be confirmed in accordance with the procedure established by Ukrainian law

11.5. For the duration of force majeure circumstances, the parties’ performance of their respective obligations shall be postponed for the duration of such circumstances and for the time necessary to remedy their consequences

11.6. The cessation of force majeure circumstances constitutes grounds for the parties to resume the performance of their obligations as soon as practicable

11.7. Force majeure events do not affect the validity of a voluntary donation that was actually made and accepted by the Organization prior to the occurrence of such events

11.8. If force majeure circumstances persist for more than six months and make it impossible to continue fulfilling the terms of this Offer, the Organization has the right to decide to amend this Offer, revoke it, or take other actions in accordance with the laws of Ukraine

11.9. Under martial law, a state of emergency, or other extraordinary legal regimes, the Organization has the right to change the procedures for accepting, recording, and using voluntary donations if such changes are necessitated by the requirements of Ukrainian law, decisions of government authorities, or the need to ensure the uninterrupted performance of its statutory activities. Such changes may not violate the rights of Donors and must be disclosed in accordance with the procedure set forth in this Offer

12. PROCEDURE FOR RESOLVING DISPUTES

12.1. All disputes, disagreements, or claims that may arise between the Organization and the Donor in connection with the conclusion, performance, interpretation, amendment, or termination of the voluntary donation agreement entered into by acceptance of this Offer shall be resolved through negotiations, mutual consultation, and good-faith cooperation between the parties

12.2. Before filing a lawsuit, a party that believes its rights have been violated has the right to send the other party a written notice (claim) setting forth the substance of the dispute and its demands. The other party shall review such a communication within a reasonable time and, if possible, provide a reasoned response.

12.3. If the parties fail to reach an agreement through negotiations or the consideration of a claim, the dispute shall be resolved in court in accordance with the laws of Ukraine

12.4. The legal relationships arising from this Offer shall be governed by the laws of Ukraine.

12.5. The parties may exchange notices, documents, and other information in written or electronic form, provided that such form allows for the reliable determination of the content of the notice and the identity of the sender in accordance with the laws of Ukraine

12.6. All communications sent by the Donor to the Organization’s official contact information, as well as communications from the Organization sent to the contact information provided by the Donor, shall be considered a valid means of communication, unless otherwise provided by the laws of Ukraine

12.7. The submission of a request, claim, or other notice does not relieve the parties of their obligation to comply with the requirements of Ukrainian law and the terms of this Offer to the extent that such matters are not the subject of the dispute

12.8. If certain issues are not addressed in this Offer, they shall be resolved in accordance with the Civil Code of Ukraine, other laws and regulations of Ukraine, the Organization’s Bylaws, and the Regulations on the Procedure for Accepting and Using Voluntary Donations

12.9. The Organization and the Donor shall use all reasonable efforts to resolve disputes without resorting to litigation, guided by the principles of good faith, cooperation, mutual respect, and reasonableness.

13. FINAL PROVISIONS

13.1. This Offer is approved by a resolution of the Board of Directors of the public organization «Analytical Center “Odessa Strategic Development Council”» and takes effect on the date of its approval, unless otherwise specified by a relevant resolution of the Board of Directors

13.2. This Offer constitutes an official public offer by the Organization to enter into a voluntary donation agreement and is open to acceptance by an unlimited number of individuals and legal entities

13.3. Acceptance of this Offer constitutes the Donor’s full, unconditional, and unqualified acceptance of all its terms and conditions, without any exceptions or reservations.

13.4. With respect to matters not covered by this Offer, the Organization and the Donor shall be governed by the Constitution of Ukraine, the Civil Code of Ukraine, the Tax Code of Ukraine, the Law of Ukraine «On Public Associations,» and other regulatory acts of Ukraine, the Organization’s Bylaws, and the Regulations on the Procedure for Accepting and Using Voluntary Donations.

13.5. If any provision of this Offer is found to be invalid, illegal, or unenforceable, this shall not affect the validity or enforceability of the remaining provisions.

13.6. In the event of any discrepancy between the provisions of this Offer and other informational materials of the Organization regarding the procedure for making voluntary donations, the text of this Offer, as approved by a resolution of the Organization’s Board of Directors, shall prevail.

13.7. The Organization shall ensure free access to the current version of this Offer by posting it on the Organization’s official website (if available) or by any other means that allows an unlimited number of people to review its contents

13.8. The Donor confirms that, prior to accepting this Offer, he or she had the opportunity to review its full text, the content of the Regulations on the Procedure for Accepting and Using Voluntary Donations, and to receive the necessary explanations regarding the terms and conditions for making a voluntary donation

13.9. The Organization and the Donor acknowledge the legal validity of documents, notices, and other materials prepared in electronic form in accordance with the requirements of Ukrainian law, unless otherwise provided by law or by a separate written agreement between the parties.

13.10. This Offer is written in Ukrainian. In the event that it is translated into other languages, the Ukrainian text shall prevail.

13.11. The Organization accepts voluntary donations based on the principles of legality, voluntariness, good faith, transparency, openness, and equality among donors, and ensures that the funds and property received are used for their intended purposes in accordance with the laws of Ukraine, the Organization’s Charter, the Regulations on the Procedure for Accepting and Using Voluntary Donations, and this Offer.

14. ORGANIZATION DETAILS AND CONTACT INFORMATION

14.1. The Organization has the right to change its details, bank accounts, contact information, and other information specified in this section without amending the text of this Offer, provided that such changes do not affect its material terms

14.2. Current payment details for making voluntary donations are posted on the Organization’s official website (if available) or communicated to the Donor by other available means

14.3. In the event of a change in bank account information, the Organization shall ensure that the new information is made public in a manner that allows Donors to review it before making a voluntary donation

14.4. The donor is responsible for verifying that the payment details are current before making a voluntary donation

14.5 Organization Details:

NGO «ANALYTICAL CENTER” 

«ODESSA STRATEGIC DEVELOPMENT COUNCIL»

 EDRPOU Code: 46183247 

IBAN: UA853071230000026006012250281 

Bank: JSC «VST BANK»