Public offer (contract) for the provision of IT services. This is an English translation of the Ukrainian original, which prevails in case of any discrepancy.
1. General provisions
1.1. This document is a public offer by Individual entrepreneur (FOP) Vadym Lohai (the “Contractor”) to enter into a service contract (the “Contract”) on the terms below, under Articles 633, 634, 641 and 642 of the Civil Code of Ukraine and the Law of Ukraine “On Electronic Commerce”.
1.2. The Contract is concluded when the offer is accepted: by full or partial payment of the Contractor's invoice, or by written approval of the commercial proposal, including by e-mail. By accepting, the Client confirms that they have read and agree to these terms, the Privacy policy and the Refund policy.
1.3. If the Parties sign a separate written contract, its terms prevail over this offer.
1.4. The Client may be an individual, a sole entrepreneur or a legal entity. If the Client is a consumer, i.e. orders services outside their trade, business or profession, consumer protection law also applies. Nothing in this offer limits the statutory rights of consumers.
2. Definitions
- Services — the Contractor's work and services: development of websites, web apps, mobile apps, marketplaces and bots, design, SEO, ad setup and management, security audits and testing, consulting, technical support.
- Request — the Client's enquiry via the form on the Site, by e-mail or in a messenger.
- Commercial proposal (Proposal) — a document or e-mail setting out the scope, stages, timeline and price of the Services, with a technical specification where needed. The Proposal and specification form an integral part of the Contract.
- Invoice — the Contractor's invoice for the Services.
- Acceptance certificate — a certificate of services rendered (work performed), including in electronic form.
- Deliverables — code, design, texts, reports and other materials created by the Contractor for the Client under the Contract.
- Site — opencyberai.site.
3. Subject of the contract
3.1. The Contractor undertakes to provide the Services defined in the Proposal, and the Client undertakes to accept and pay for them.
3.2. The Services are provided remotely (online). No physical goods are delivered under the Contract.
4. How to order
4.1. The Client sends a Request. The Contractor clarifies the task, including on a free introductory call, and sends a Proposal.
4.2. Once the Proposal is agreed, the Contractor issues an Invoice. Payment of the Invoice is acceptance of this offer.
4.3. The Contractor confirms the Contract by e-mail to the address given by the Client.
5. Price and payment
5.1. The price is set in the Proposal and the Invoice. Prices on the Site are indicative and are not a final offer for a specific project.
5.2. Payments are made in Ukrainian hryvnia (UAH). Where the Proposal states a price as a foreign-currency equivalent, the UAH amount is calculated at the official National Bank of Ukraine rate on the Invoice date. Non-resident clients may pay in foreign currency where the Invoice says so and the law allows it.
5.3. Unless the Proposal says otherwise: for project work the Client pays 50% of each stage in advance and the rest after signing the stage Acceptance certificate; monthly services (SEO, ad management, support) are paid in advance for the next month.
5.4. Payment methods are described on Payment terms: bank transfer against an Invoice, bank card (including Apple Pay and Google Pay), contactless Tap to Phone.
5.5. Ad budgets (payments to Google, Meta, TikTok and other platforms), domains, hosting, licences and third-party services are not included in the price unless the Proposal says otherwise. The Client pays them to the providers directly or reimburses the Contractor as agreed.
5.6. The Contractor is not registered for VAT.
6. Timelines, delivery and acceptance
6.1. Timelines are set in the Proposal and start on the day the advance payment and the materials and access needed to begin are received.
6.2. If the Client delays materials, access or approvals, timelines move by the length of the delay.
6.3. When a stage is complete, the Contractor delivers the Deliverables and sends an Acceptance certificate. Within 5 business days the Client either accepts the Deliverables or sends reasoned comments. If no comments arrive within that time, the Services are deemed accepted.
6.4. Comments within the agreed specification are fixed free of charge. Changes outside the specification are additional work with a separate estimate.
6.5. Proposals, Invoices, Acceptance certificates and correspondence may be made electronically. The Parties recognise the legal force of electronic documents and of e-mails from the addresses given in the Request and on the Site. Documents are signed with a qualified electronic signature where needed.
7. Rights and obligations
7.1. The Contractor shall:
- provide the Services with due quality and on time;
- keep the Client informed about progress, usually every week;
- keep the Client's information confidential;
- after payment, hand over the Deliverables and access set out in the Proposal.
7.2. The Contractor may engage subcontractors while remaining responsible for their work, and may pause work if the Client is more than 5 business days late with a payment.
7.3. The Client shall:
- provide information, materials and access on time;
- pay for the Services and accept the Deliverables within the times set out in section 6;
- ensure that texts, images, logos and data they provide do not infringe third-party rights.
7.4. The Client may receive progress information, require defects to be fixed and withdraw from the Contract under section 11.
8. Special terms for certain services
8.1. Security testing. Penetration tests and audits are carried out only on systems the Client owns or has the owner's written permission to test, within the agreed scope and time window. The Client provides this permission before work starts and is responsible for its lawfulness. The Contractor does not disclose discovered vulnerabilities to third parties.
8.2. SEO and advertising. Search rankings, visibility in AI services and ad results depend on the algorithms and rules of third parties (Google, Meta, TikTok, etc.), competition and budget. The Contractor guarantees the agreed scope of work but not specific rankings, numbers of leads or sales, unless the Proposal expressly says so.
8.3. App publication. Apps are published on the App Store and Google Play under the Client's accounts (or, if agreed, the Contractor's). Publication depends on the stores' rules and review.
9. Ownership of results
9.1. Once a stage is paid in full, all economic intellectual property rights in that stage's Deliverables pass to the Client, unless the Proposal says otherwise. Until full payment, the Client may use the Deliverables only for review and testing.
9.2. Rights in third-party libraries, frameworks, fonts and components under open-source or commercial licences do not pass to the Client; they are used under their own licences. For the Contractor's general-purpose tools, libraries and templates created before the Contract, the Client receives a perpetual non-exclusive licence to the extent needed to use the Deliverables.
9.3. The Contractor may mention the project and the Client's name in its portfolio unless the Parties have signed an NDA or the Client has objected in writing.
10. Confidentiality and personal data
10.1. The Parties keep each other's information confidential during the Contract and for 3 years after it ends, or longer if an NDA provides so.
10.2. The Client's personal data is processed under the Privacy policy. If the Contractor processes personal data on the Client's behalf while providing the Services (for example, the Client's customer data in a CRM or on a server), the Parties will sign a data processing agreement under Article 28 GDPR on request.
11. Withdrawal and refunds
11.1. The Client may withdraw from the Contract at any time by notifying the Contractor in writing, including by e-mail. The Client then pays for the Services actually provided up to that moment, and the unused part of the advance payment is refunded.
11.2. A consumer may withdraw from the Contract within 14 days of its conclusion without giving any reason. Conditions, exceptions and the refund procedure are in the Refund policy.
11.3. The Contractor may terminate the Contract by written notice if the Client is more than 15 business days late with a payment or fails to provide necessary materials for more than 30 days. The unused part of the advance payment is then refunded.
12. Warranty
12.1. The Contractor fixes, free of charge, defects in the Deliverables caused by the Contractor and found within 30 calendar days after the Acceptance certificate is signed, unless the Proposal sets a different period.
12.2. The warranty does not cover third-party changes to the Deliverables, changes in third-party services, APIs, platforms, hosting or law, or use of the Deliverables for purposes other than intended.
13. Liability
13.1. The Parties are liable for breach of the Contract under Ukrainian law.
13.2. The Contractor's total liability is limited to the amount the Client paid for the relevant stage or Proposal. The Contractor is not liable for lost profits or indirect damages, or for outages of third-party services it does not control (hosting, platforms, payment systems, app stores).
13.3. The limits in clause 13.2 do not apply to damage caused intentionally or by gross negligence and do not restrict consumer rights that cannot be limited by contract.
14. Force majeure
Neither Party is liable for failure to perform caused by force majeure, including hostilities, attacks on energy infrastructure, prolonged power or communication outages and decisions of public authorities. The affected Party notifies the other within 5 business days of learning of such circumstances. Deadlines are extended for as long as the circumstances last.
15. Disputes and governing law
15.1. The Contract is governed by the law of Ukraine.
15.2. The Parties resolve disputes by negotiation. A claim is sent by e-mail; the reply period is 14 calendar days.
15.3. If a dispute is not resolved, it is heard by a court in accordance with Ukrainian law.
15.4. For a consumer habitually resident in an EU country, the choice of Ukrainian law does not deprive them of the protection of the mandatory rules of the law of their country of residence.
16. Validity and changes
16.1. This offer takes effect when published on the Site and remains valid until withdrawn.
16.2. The Contractor may amend the offer by publishing a new version on the Site. Amendments do not apply to Contracts concluded before the new version was published, unless the Parties agree otherwise.
16.3. The Contract remains in force until both Parties have fulfilled their obligations or until it is terminated.
17. Contractor details
- Legal name
- Individual entrepreneur (FOP) Vadym Lohai
- Brand
- OpenCyberAI
- Address
- Horonda, Mukachevo district, Zakarpattia region, Ukraine
- Registered on
- 17 June 2024
- Tax status
- Not registered for VAT
- Activity code (KVED)
- 62.01 Computer programming
- aicyber@opencyberai.site
- Phone
- +421 948 511 547
- Website
- opencyberai.site