Public Agreement

Individual entrepreneur Zabolotnyi Volodymyr Volodymyrovych (hereinafter referred to as the “Contractor”), acting on the basis of an Extract from the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organizations (hereinafter referred to as the “USR”), date and number of the entry in the USR: 14.11.2023, 2010350000000448749, hereby offers individuals and legal entities (hereinafter referred to as the “Customer”) (hereinafter referred to as the “Parties”, separately as the “Party”) to enter into this public offer agreement for the provision of services (hereinafter referred to as the “Agreement/Public Offer”) on the terms and conditions specified herein and in accordance with the selected list of services.

The conclusion of this Agreement shall be deemed to be the conclusive action, namely, sending an application for entering into this Agreement.

1. DEFINITION OF TERMS

1.1. Acceptance is the full and unconditional consent of the Customer to conclude this Agreement on the terms and conditions specified in the present Agreement.

1.2. The Customer is a natural/legal person with full legal capacity who uses this website and/or its individual tools, who has agreed to the terms of the Public Offer and has fulfilled all the conditions specified below.

1.3. Personal data is information or a set of information about an individual or a person who is identified or can be specifically identified by them.

1.4. Website means a set of data, electronic information related to each other and structured within the website address and/or account of the owner of such website, accessed through an Internet address that may consist of a domain name, directory or call records and/or a numerical address according to the Internet protocol.

1.5. Complete information is the information requested by the Contractor, necessary and sufficient for the conclusion and fulfillment of the terms of this Agreement.

1.6. Reliable information is information that corresponds to objective reality.

1.7. Materials are any final or intermediate results of the provision of services, including, but not limited to, templates, designs, layouts, program modules, etc.

1.8. Minor amendments are amendments to the materials that do not require significant changes to such materials and do not require the Contractor to spend significant time on their elimination.

1.9. Intellectual property rights to the result of work mean the right to use an intellectual property object, the exclusive right to authorize the use of an intellectual property object or to prohibit its use; other intellectual property rights.

1.10. Non-property rights of intellectual property mean the right to recognize the Contractor as the creator (author, performer, inventor, etc.) of the object of intellectual property rights (subject of the present Agreement, the result of the services rendered); the right to prevent any infringement of intellectual property rights that may harm the honor or reputation of the creator of the intellectual property object; other personal non-property intellectual property rights established by law.

2. GENERAL PROVISIONS

2.1. The present Agreement is a public offer agreement and an adhesion agreement within the meaning of Articles 633, 634 and 641 of the Civil Code of Ukraine. The terms of this Agreement are the same for all Customers regardless of their status. The Customer shall enter into this Agreement by submitting an application using the technical tools available on the Website.

2.2. By entering into the present Agreement, the Customer confirms that he/she is fully familiarized with and agrees to all the terms and conditions offered by the Contractor.

2.3. By entering into the present Agreement, the Customer authorizes the Contractor to process its personal data necessary and sufficient for the provision of services, settlements, receipt of acts and other documents. The permission to process personal data is valid for the entire term of the Agreement, as well as for an unlimited period after its expiration.

2.4. The Parties warrant that they have the necessary legal capacity and capability, as well as all rights and powers necessary and sufficient for the conclusion and execution of the Agreement, and they also undertake to bear responsibility in case of violation of the terms of the present Agreement.

2.5. When fulfilling the terms of the present Agreement, resolving disputes and implementing other legal relations arising from the conclusion of the present Agreement, the Parties shall be governed by the current legislation of Ukraine. The law applicable to the Agreement shall include as follows:

1) validity of the agreement;

2) interpretation of the agreement;

3) rights and obligations of the parties;

4) fulfillment of the agreement;

5) consequences of non-performance or improper fulfillment of the agreement;

6) termination of the agreement;

7) consequences of the agreement’s invalidity;

8) assignment of claims and transfer of debt under the agreement;

9) jurisdiction over disputes arising in connection with the implementation of the provisions of the agreement.

3. SUBJECT OF THE AGREEMENT

3.1. The Contractor undertakes to provide the Customer with the services provided for in the application (hereinafter referred to as the Services), and the Customer shall accept and pay for the services provided in the manner and on the terms provided for in the present Agreement and its annexes.

3.2. The Contractor undertakes to provide the following Services within the framework of the present Agreement:

• Web development – programming and implementation of web-based solutions of various levels of complexity. This includes front-end and back-end development, page layout, creation of dynamic and interactive elements, integration with third-party systems, and server-side configuration. The service may cover the development of corporate websites, SaaS platforms, e-commerce solutions, landing pages, and web applications. Technologies and tools are selected based on project needs, performance requirements, and scalability expectations.

• SEO services – optimization of the Client’s web product for search engines through a combination of technical improvements, content structuring, and external link-building. The service includes, but is not limited to, technical SEO audits, keyword research and implementation, on-page SEO optimization (meta data, tags, internal linking), content creation and editing, and the development of a backlink strategy. Regular monitoring and reporting may also be conducted to ensure continued visibility growth and organic traffic acquisition. 
• API development and third-party integrations – creation of custom APIs and integration of external systems into the Client’s infrastructure, including CRMs, payment systems, marketing tools, logistics services, and other third-party platforms. The scope of work may include API architecture design, endpoint implementation, authentication and authorization setup, error handling, and data synchronization protocols.
• Klaviyo integrations – implementation of automated marketing tools based on the Klaviyo platform. The service may include Klaviyo account setup, integration with the Client’s store or website, configuration of data flows (events, segments, audiences), creation of automated email sequences such as abandoned cart flows and welcome series, synchronization of product and customer data, as well as analytics and campaign performance monitoring.
• UX/UI design. As part of this service, the Contractor undertakes to conduct a systematic analysis of the target audience and its requirements for the visual or any other component of the web product (User Experience); prototyping – creating a preliminary interactive model of the web product; UI (User interface) design – visualization of the prototype developed under the present Agreement, including, in particular, but not exclusively, work on the graphic part of the interface: animation, illustrations, buttons, menus, sliders, photos and fonts, etc.

3.3. The specific list of Services to be received by the Customer shall be determined on the basis of the application and agreed by the Parties in the Technical Specification, which is an integral part of the Agreement.

4. THE PROCEDURE FOR CONCLUDING THE AGREEMENT

4.1. By accepting the terms of the offer (Acceptance), the Customer confirms his full and unconditional agreement with all provisions of the present Agreement, in particular, regarding prices, terms of provision of the Services without any exceptions and limitations, and confirms that he is familiar with the terms of the Public Offer before performing the Acceptance.

4.2. In order to enter into the present Agreement, the Customer, using the technical means posted on the website, shall send the Contractor an application indicating the entry into the present Agreement and acceptance of all its terms.

4.3. Upon receipt of an application for entry into the present Agreement from the Customer, the Contractor shall send the letter a brief indicating the questions to which the Customer shall provide full, complete and accurate answers.

4.4. In order to fulfill the terms of the present Agreement, the Customer undertakes to provide the following information:

• full name (in case the Customer is an individual – surname, name and patronymic (if any); in case the Customer is a legal entity – full name, according to the data entered in the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organizations or any other similar register of the Customer’s country of origin);
• registration number of the taxpayer’s account card (for individuals) or EDRPOU code (for legal entities) or any other similar number/code of the Customer’s country of origin, which allows to identify it as a relevant individual or legal entity.
• registration address;
• the list of Services that the Customer wishes to receive;
• the method of communication with the Contractor (via e-mail or messenger), as well as the data necessary for such communication (e-mail address/phone number and/or nickname in the relevant messenger or social network).

4.5. The Customer shall be responsible for and guarantee the correctness, completeness and accuracy of the information provided.

4.6. The Agreement shall be deemed concluded from the moment the Customer sends an application for entry into the Agreement.

4.7. The Customer fully agrees that the Contractor, at his sole discretion and at any time, has the right to unilaterally change the terms of the Public Offer. The changes shall come into force from the moment the new version of the Agreement is posted on the Contractor’s website and/or the new version of the Public Offer is sent to the Customer in the manner provided for in the application for acceptance.

4.8. Failure of the Customer to terminate the Agreement within 7 calendar days from the date of posting the new version of the Agreement on the website and/or receiving the relevant version, and continuing to use the services, indicates the full consent of the Customer with the amendments to the Agreement.

5. TERMS AND THE PROCEDURE FOR THE PROVISION OF SERVICES

5.1. The Contractor shall provide the Services using his own material and technical means.

5.2. Within 2 (two) business days from the date of receipt of the application for entry into the present Agreement from the Customer, the Contractor shall send the Customer a brief indicating an exhaustive list of questions, the answers to which the Customer undertakes to provide. The information provided by the Customer in response to the brief shall be used to form the Technical Specification.

5.3. In order to fulfill the terms of the present Agreement, the Contractor shall draw up and agree with the Customer the Technical Specification, which shall contain all the information necessary for the provision of the Services.

5.4. The terms of the Services shall be set taking into account the nature and scope of the Services, the results of which the Customer wishes to receive, their complexity and other conditions that may in any way affect the time of performance. The specific terms of the Services shall be set forth in the Technical Specification.

5.5. Prior to the commencement of the Services, but no later than within 2 (two) calendar days from the signing of the Technical Specification by the Parties, the Customer shall provide the Contractor with the information determined by the Contractor and necessary for the provision of the Services under the present Agreement. The Customer is not deprived of the right to provide other information if it deems it necessary for the fulfillment of the terms of the Agreement.

6. RIGHTS AND OBLIGATIONS OF THE PARTIES

6.1. The Customer undertakes to:

6.1.1. Timely and fully pay for the Services provided by the Contractor, in accordance with the terms and conditions stipulated in this Agreement.

6.1.2. Timely and no later than within 5 (five) business days from the receipt of the respective request, provide the information requested by the Contractor, which is necessary for the proper performance of the terms of the present Agreement. In case the obligation of providing the necessary information by the Customer affects/may affect the deadlines for the provision of Services, the Parties establish new deadlines for the provision of Services in the manner prescribed by this Agreement.

6.1.3. Accept the Services provided in accordance with the terms of the present Agreement in full.

6.1.4. Notify the Contractor of any amendments to the contact details or other requisites specified in the present Agreement no later than within 5 (five) calendar days from the date of such change.

6.2. The Customer has the right to:

6.2.1. Demand proper execution of the terms of the Agreement from the Contractor.

6.2.2. Personally or by delegating such right to a third party, to monitor the provision of Services throughout the entire term of the Agreement at any stage of its execution, provided that such actions do not create obstacles to the Contractor’s economic activities.

6.2.3. Demand from the Contractor the correction of defects identified in the provided Services, in accordance with the terms and conditions stipulated in the present Agreement.

6.2.4. Demand from the Contractor the provision of full and accurate information about the status of the Services provided.

6.2.5. Make comments and request corrections, amendments, or additions to the materials submitted for approval by the Contractor, but no more than 3 (three) times for each material.

6.3. The Contractor is obliged to:

6.3.1. Ensure the provision of Services in full, in accordance with the terms, conditions, and within the timelines stipulated in this Agreement and its Technical Specification.

6.3.2. Rectify the deficiencies identified by the Customer in accordance with the procedure outlined in the present Agreement.

6.3.3. Take all measures to preserve confidential information and information containing personal data of the Customer or third parties, to be responsible for their loss, damage and/or destruction during the provision of the Services due to the fault of the Contractor or its authorized persons.

6.3.4. Immediately, but not later than within 3 (three) calendar days after the occurrence of circumstances that in any way threaten the timing and quality of the Services under the present Agreement, notify the Customer of such circumstances in the manner prescribed by this Agreement.

6.3.5. Notify the Customer of changes in contact details or other details provided for in the present Agreement no later than within 5 (five) calendar days from the date of such change.

6.3.6. Upon the expiration of the present Agreement or in case of its termination, transfer to the Customer all materials, documents, intellectual property, files or code received from the Customer or created in the course of the performance of the present Agreement.

6.3.7. Not to use the results of the provision of Services under the present Agreement, including intellectual property objects obtained and created in the course of the performance of this Agreement for personal purposes not related to the fulfillment of the terms of the Agreement and/or the purposes of third parties.

6.4. The Contractor has the right to:

6.4.1. Receive from the Customer the materials and information in his possession and necessary for the Contractor to properly fulfill its obligations under the present Agreement.

6.4.2. Receive the Remuneration for the Services rendered by the Contractor in a timely manner and in the amount specified in this Agreement.

6.4.3. Choose the place and time of the Services provision independently and at its sole discretion.

6.4.4. Engage contractors to provide the Services under the present Agreement, while remaining responsible to the Customer for any decisions, actions or inaction of such persons.

7. THE PROCEDURE FOR ACCEPTANCE AND TRANSFER OF SERVICES RENDERED

7.1. On a monthly basis, but no later than on the third (3rd) day of the current calendar month, the Contractor shall prepare and submit to the Customer a Report on the time spent on the provision of the Services for the previous month. The Report shall be prepared by the Contractor in a free form. The Contractor shall provide the Customer with an invoice for payment for the Services rendered together with the Report.

7.1.1. If the provision of the Services is completed earlier than the deadline established by clause 7.1. of the present Agreement, the Contractor shall provide a Report on the time spent on the provision of the Services no later than within 3 (three) calendar days from the date of completion of the Services.

7.2. The Report provided by the Contractor shall be the basis for mutual settlements for the relevant calendar month.

7.3. The proper confirmation of acceptance of the Services shall be payment by the Customer for the Services rendered in accordance with the Invoice. The fact of payment by the Customer for the Services provided certifies that the Services were provided properly, within the established time limits and the Customer has no claims against the Contractor regarding the fulfillment of his obligations under the Agreement.

8. THE PRICE AND THE PROCEDURE OF MUTUAL SETTLEMENTS

8.1. Settlements between the Parties to the present Agreement shall be made in a non-cash form – by transferring the corresponding amount of funds to the current bank account of the Contractor.

8.2. The price of the Services shall be determined by the Parties in the Technical Specification on the basis of the hourly payment, at the rate of 50 USD per 1 hour of the Services. The Customer shall pay for the Services rendered no later than within 7 (seven) calendar days from the date of approval and/or signing of the Report by the Parties. Payment for the Services shall be made in accordance with the Invoice.

8.3. The Parties have agreed that the royalties for the creation of any intellectual property arising in the course of the Services under this Agreement are included in the cost of the services provided and are not subject to additional payment.

8.4. If the Customer is a resident of Ukraine under the present Agreement, any settlements between the Parties (including payment of penalties) shall be made in the national currency of Ukraine – hryvnia, at the exchange rate of the US dollar at the National Bank of Ukraine on the day of mutual settlements.

8.5. In case the Customer is a resident of a country other than Ukraine, settlements between the Parties shall be made in US dollars.

8.6. The Customer shall independently pay all commission costs and other payments required by the bank or payment system.

8.7. The services are considered paid in full from the moment the full amount of funds is credited to the current bank account of the Contractor.

9. INTELLECTUAL PROPERTY RIGHTS TO THE SERVICES PROVIDED

9.1. All property rights that exist at the time of the conclusion of the Agreement and are legally recognized in the country of origin of the Parties to the results of the Services provided under the Agreement, as well as to other intellectual property objects created by the Contractor under the present Agreement, including rights that will exist in the future and are provided for by the Berne Convention for the Protection of Literary and Artistic Works (Paris Act as of 24. 07.1971, amended on 02.10.1979), the Universal Copyright Convention of 1952, the Civil Code of Ukraine, the Law of Ukraine “On Copyright and Related Rights”, as well as other international legal acts are transferred to the Customer, from the moment of acceptance and payment for the Services provided in full.

9.2. In the event of early termination of the present Agreement, the property rights to intellectual property objects created in the course of the Services shall be transferred to the Customer from the moment of full payment for the services actually rendered.

9.3. Taking into account the fact that non-property intellectual property rights (including the right to recognize authorship) are not subject to alienation, the Parties also agree that both during the term of this Agreement and for an unlimited period after its termination (regardless of the reasons for termination), the Contractor shall have the right to use intellectual property objects created during the provision of Services under the present Agreement (including objects containing trademarks for goods and services, logos, trade names of the Customer) in the following ways: 

• to place in the portfolio for further presentation to existing and/or potential clients/partners, etc. as their own copyrighted developments; 
• to place on the Contractor’s website on the Internet; 
• to carry out other actions identified as “demonstration”, use the name, logos, trade names of the Customer in the list of their clients/partners.

9.4. The Contractor guarantees that the Services provided to the Customer do not violate the intellectual property rights or other rights of third parties, do not constitute a disclosure of trade secrets, and in case of violation of such rights, the Contractor shall resolve all claims of such third parties at its own expense and/or expense.

9.5. Each of the Parties acknowledges that the transfer (notification, provision) by the Customer to the Contractor of materials, information in accordance with the present Agreement shall be carried out solely for the provision of services under this Agreement and shall not be construed as granting any rights under license, ownership or on any other basis, in respect of any such materials, information, unless otherwise expressly provided for in this Agreement.

10. CONFIDENTIAL INFORMATION

10.1. The Parties undertake not to disclose to third parties any information that they have become aware of in connection with the signing of the present Agreement and the fulfillment of obligations hereunder without the prior written consent of the other Party. The confidentiality obligations imposed on the Parties by this Agreement shall be valid for 5 (five) years from the date of concluding the present Agreement.

10.2. Confidential Information shall mean any information provided by one Party to the other Party to the Agreement, documented (in paper, electronic or oral form), including, but not limited to: scientific, business and commercial data, know-how, formulas, processes, developments, sketches, photographs, plans, drawings, technical requirements, sample reports, models, customer lists, price lists, studies, data obtained, computer programs, inventions, ideas, logins and passwords, as well as any other information provided under the present Agreement; information contained in the present Agreement and information about the conclusion and existence of the present Agreement.
 

10.3. The information shall not be considered confidential, and the respective Party shall not be obliged to disclose such information if it meets at least one of the following conditions:

• it was already available and known prior to the conclusion of the Agreement;
• it was legally obtained from a third party outside of this Agreement;
• it was disclosed publicly by the Customer and/or the Contractor;
• it was disclosed at the reasonable written request of a government agency that is authorized to receive such information under the applicable laws of Ukraine;
• it was allowed for distribution with the written consent of one of the Parties.

10.4. The Party that disclosed the information shall provide the other Party with written explanations for each case of disclosure or spreading of information with documentary evidence of the legality of its actions within ten (10) calendar days from the date of receipt of a written request from the disclosing Party.

11. LIABILITY FOR VIOLATION OF THE TERMS OF THE PRESENT AGREEMENT

11.1. For non-fulfillment or improper fulfillment of the terms of the present Agreement, the Parties shall be liable under the current legislation of Ukraine.

11.2. The Customer shall be liable for delay in payment for the Services rendered in the amount of 0,01% of the price fixed in the Invoice for each day of delay.

11.3. The Customer shall be responsible for the correctness and accuracy of all data or materials provided by him. In case such data or materials violate any rights of third parties, the Customer shall be solely liable to such parties.

11.4. In case of violation by the Customer of any terms stipulated by the present Agreement, the Contractor shall not be liable for violation of the obligations imposed on it by this Agreement.

11.5. The Contractor shall not be liable for any failure to fulfill or improper fulfillment of the terms of the present Agreement, if such failure or improper fulfillment was caused by the failure to provide or submit incomplete and/or inaccurate information to the Customer.

11.6. Payment of penalties shall not relieve the Parties from fulfillment of their obligations under the present Agreement.

12. FORCE MAJEURE CIRCUMSTANCES

12.1. The Parties shall not be liable in case of non-fulfillment or improper fulfillment of any obligation under this Agreement if such non-fulfillment or improper fulfillment is caused solely by the occurrence and/or effect of a force majeure circumstance (force majeure).

12.2. An exhaustive list of force majeure circumstances is provided for in part 2 of Article 14-1 of the Law of Ukraine “On Chambers of Commerce and Industry in Ukraine”.

12.3. The Party experiencing force majeure shall promptly, but not later than within three (3) calendar days from the date of occurrence of such circumstances, inform the other Party in writing of the occurrence of such circumstances and their consequences. Similar conditions apply to informing about the termination of force majeure and its consequences.

12.4. Failure to notify or untimely notification of the Party of the occurrence of force majeure shall result in the loss of the right to refer to the following circumstances as grounds for exemption from liability.

12.5. In the event of force majeure, the Parties shall not be relieved of the obligation to fulfill their obligations under the present Agreement. Duly confirmed force majeure circumstances shall exempt the Parties exclusively from liability for failure to fulfill obligations under this Agreement.

12.6. The appropriate evidence confirming the force majeure circumstances in relation to the Party shall be the relevant certificate of the authorized body.

12.7. In case the term of force majeure extends for more than 30 (thirty) consecutive calendar days, each of the Parties shall have the right to terminate this Agreement in accordance with the established procedure.

12.8. The Parties understand and assume responsibility for all risks directly or indirectly caused by the invasion of the Russian Federation on the territory of Ukraine. The Parties agree that in case of rocket, artillery or other shelling of the premises at the location of the Contractor or the Customer, if he is a resident of Ukraine, such Party shall be relieved from liability for violation of the terms of this Agreement.

13. RESOLUTION OF DISPUTES

13.1. All disputes arising out of or related to the present Agreement shall be resolved through negotiations between the Parties and/or by sending claims to each other.

13.2. Claims sent to the Party in connection with the violation of the terms of this Agreement shall be considered by such Party no later than within 14 (fourteen) calendar days from the date of their receipt.

13.3. If the relevant dispute cannot be resolved through negotiations, it shall be resolved in court in accordance with the current legislation of Ukraine.

14. FINAL PROVISIONS

14.1. In case the legal relations between the Parties are not regulated by the provisions of the present Agreement, the Parties shall be governed by the provisions of the current legislation of Ukraine.

14.2. This Agreement may be terminated at any time by mutual consent of the Parties.

14.3. The Contractor shall have the right to unilaterally terminate this Agreement in case of systematic (two or more times during the entire term of the Agreement) violation of the terms of the Agreement, subject to written notice thereof not later than within 3 (three) calendar days prior to the actual termination.

14.4. The Agreement shall be valid for 1 calendar year from the date of acceptance by the Customer of its provisions, but in any case until the Parties have fully fulfilled their obligations.

14.5. For the purposes of the present Agreement, the day of receipt of any materials or information shall be deemed to be the day on which the Party to this Agreement sends the relevant information/materials. In case the information/materials were sent to the Party after 18:00 p.m. according to local time of the country where the Party is located, the next calendar day shall be deemed the day of receipt of the information. The terms, which start from the moment of receipt of the document, shall be calculated from the following day.

14.6. All amendments, annexes and supplements to the present Agreement shall be deemed valid if they are in writing, signed and executed by the Parties in accordance with the current legislation of Ukraine. Documents sent by the Parties to this Agreement by means of electronic communication shall have full legal force and effect until the originals are exchanged; they shall give rise to rights and obligations for the Parties; they may be submitted to the courts as relevant evidence and may not be denied by the Party on whose behalf they were sent.

14.7. The Parties have agreed that all integral annexes to the present Agreement may be signed in electronic format by creating/adding to the relevant document qualified electronic signatures of the Parties using cryptographic information security tools.

REQUISITES OF THE CONTRACTOR

Individual entrepreneur Zabolotnyi Volodymyr Volodymyrovych, date and number of entry in the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organizations: 14.11.2023 Record number: 2010350000000448749, location: Ukraine, 48742, Ternopil region, Chortkiv district, the village of Hermakivka, Dmytro Bigun Street, 26.

Means of communication: +38(067)-009-59-56,
stefankomisha@gmail.com.