Public offer agreement
1. General provisions
1.1. Individual entrepreneur Oleksii Oleksandrovych Melnychenko, taxpayer registration number (RNOKPP) 3105603136 (hereinafter – the "Agency" or "LightSEO"), offers to conclude this electronic service agreement (hereinafter – the "Agreement") on the terms set out below.
1.2. This document is an electronic offer and an adhesion contract. It does not create an unconditional obligation for the Agency to conclude an agreement with every person: before an invoice is issued or paid, the Agency may decline to cooperate due to workload, a conflict of interest, lack of competence, or a risk of violating the law or platform rules.
1.3. LightSEO's Services are intended mainly for the creation, development and promotion of commercial online projects – primarily online stores, as well as websites of companies, establishments, institutions, organizations and professionals that sell goods, provide services or attract customers or users via the Internet. The Client may be a sole proprietor (FOP), a legal entity or an individual who orders the Services for the purpose of carrying out or preparing future entrepreneurial, commercial or independent professional activity, as opposed to personal household needs. The nature of such relations is determined by the actual purpose of purchasing the Services, regardless of whether the individual has the status of a sole proprietor (FOP) and of the payment method. If an individual actually purchases the Services for personal household needs and is a consumer, their mandatory rights under the legislation of Ukraine take precedence over any terms of the Agreement that restrict them.
1.4. The Agency's website: https://lightseo.com.ua/. Official email for legally significant notices and claims: lightseoua@gmail.com. Other authorized contacts may be specified in an invoice, agreement, technical specification or agreed correspondence.
2. Terms and composition of the agreement
2.1. "Services" – professional actions and/or the creation of results in the field of website development and migration, e-commerce, SEO, Google and Meta advertising, Merchant Center, web analytics, design, content, copywriting, video, consulting, training and technical support.
2.2. "Invoice" or "Invoice for payment" – a document issued by the Agency that specifies the name of the Service, its cost, the payment procedure and, where necessary, the service period. For individual Services, the scope and specifics of the work may be detailed in a technical specification, commercial proposal, cost estimate, media plan or agreed electronic correspondence sent to the Client before the Invoice is paid.
2.3. "Result" – a tangible or digital result of the Services specified in the Invoice and the agreed documents: a setup, report, advertising campaign, website, mockup, text, video, file, consultation or other agreed result.
2.4. An individually signed agreement or a supplementary agreement takes precedence over this Offer. Within an agreement concluded by paying an Invoice, the price, payment procedure and payment deadline are determined by the Invoice; the technical scope of an individual Service – by the agreed technical specification or commercial proposal; other terms – by this Offer and confirmed correspondence. A later, expressly agreed term takes precedence in the relevant part.
3. Acceptance and electronic interaction
3.1. The Agreement is concluded by acceptance. Acceptance is the full payment of an Invoice issued by the Agency, or its partial payment where such Invoice provides for payment in installments. If the Parties have signed a separate agreement or a supplementary agreement, the relevant relations are also governed by such document.
3.2. Payment of the Invoice confirms that the Client, before concluding the Agreement, had the opportunity to review its terms, the price and the description of the Service; has the necessary authority; has provided accurate details; has agreed to the Service specified in the Invoice and, for an individual Service, also to the technical specification or commercial proposal sent to them before payment.
3.3. The Parties recognize the legal force of documents and messages sent via agreed email, Vchasno, Telegram, Viber, WhatsApp or other channels specified in the Invoice, agreement, technical specification or correspondence. A message from an authorized contact is deemed to have come from the respective Party until the other Party is notified of a loss of access.
3.4. The Client is obliged to maintain control over authorized contacts, accounts and access credentials and to report any compromise immediately. The Client bears the risks of actions taken before such notice is received, except where the Agency is at fault.
4. Subject matter and scope of the Services
4.1. The Agency provides the Service whose name, cost and, where necessary, period are specified in the paid Invoice, and the Client accepts it and pays the agreed cost. Depending on the nature of the work, a Service may be standard (package), individual or recurring.
4.2. A standard (package) Service does not require a separate technical specification. Its subject matter is defined by its exact name in the Invoice, the object of the work (website, store, account or platform) and, for support, also by the paid period. A standard Service includes the usual set of professional actions directly necessary for its technical purpose. The Agency independently determines the methods, sequence and specific settings, taking into account the state of the object, the access provided, technical capabilities and platform rules.
4.3. For a Service of launching or setting up advertising, the technical purpose is to create, set up and launch the advertising campaign specified in the Invoice together with the links to accounts and analytics required for it to work. If the Invoice specifies a management period, the Service also includes monitoring and professional optimization during that period. For a Service of restoring a Merchant Center account, the technical purpose is to conduct an audit and carry out the corrective and communication actions available to the Agency aimed at having the account reviewed again by the platform. The terms of staged payment, if applicable, are determined by the Invoice.
4.4. Basic SEO optimization is a one-time Service of checking and basic configuration of the SEO parameters of the website specified in the Invoice. Recurring SEO promotion is provided for the paid period according to a plan of priority work, which may be agreed via a spreadsheet or a message and is not an annex to this Offer. The plan defines priorities within the fixed cost; copywriting, editorial work, external links, publications and third-party budgets are included only when expressly specified in the Invoice or the agreed plan.
4.5. For the development, launch or migration of an online store, the scope of work, the chosen platform, functionality, integrations, design, content, stages, deadlines and final cost are determined by the commercial proposal and/or technical specification sent to the Client before the Invoice is paid. Payment of such Invoice confirms their approval without the need to execute them as an annex to this Offer.
4.6. The Service does not include another website or account, an additional campaign, new functionality, pages, languages, integrations, product lines, support periods, rework due to changes in the input data, or work after acceptance, unless expressly agreed. Such work is performed after the cost and, where necessary, the deadline have been agreed in electronic correspondence or a separate Invoice. Verbal expectations, examples of other projects and features of other packages do not expand the scope of the paid Service.
4.7. The Agency may engage employees and contractors while remaining responsible to the Client within the Agreement. Third-party services provide their own products under their own rules and licenses.
5. Start, deadlines and the Client's cooperation
5.1. Unless the Invoice or agreed documents provide otherwise, work begins on the first working day after all of the following have been received: payment of the Invoice, all necessary access and materials, and a contact person authorized to give approvals.
5.2. Within the agreed deadlines, the Client provides complete and accurate materials, access, answers and decisions; makes backup copies of critical data before granting access; appoints one responsible person; and checks factual statements, prices, promotions, legal texts and content before publication.
5.3. A delay on the Client's side automatically extends the deadline by at least the duration of the delay plus the time objectively needed to bring the project back on schedule. The Agency is not liable for the consequences of such a delay.
5.4. If a necessary response is missing for more than 10 calendar days, the Agency may put the project on hold. After 30 calendar days of the Client's inactivity, the Agency may complete the work under the respective Invoice in the scope actually performed and account for non-refundable costs; resumption takes place on a new schedule and, where necessary, under a new Invoice.
5.5. Working days are Monday–Friday, excluding official public holidays. Communication outside working hours does not create an obligation to respond immediately unless an SLA has been purchased separately.
6. Changes and revisions
6.1. Comments are submitted as one consolidated list via the agreed channel. They must be specific and relate to the Services under the respective Invoice and agreed documents. Contradictory instructions from different representatives of the Client suspend the relevant stage until a single decision is received.
6.2. For an individual Service of development, design or content creation, if the number of revisions is not specified, the price includes one round of reasonable revisions to bring the Result into line with the agreed technical specification or commercial proposal. A change of taste, strategy, input data or an already approved decision is not the correction of a defect. For standard and recurring marketing Services, professional adjustments are made within their agreed scope; expanding the scope is additional work.
6.3. Before carrying out a change request, the Agency notifies the Client if it affects the price or deadline. The Client's confirmation of such an estimate by electronic message is sufficient approval of the additional work.
7. Special terms for digital services
- SEO. The Agency does not control algorithms, indexing, penalties, competitors or search results; it does not guarantee specific rankings, traffic or the time needed to achieve a result. The Service consists in performing the agreed set of professional actions.
- Google Ads, Shopping, Performance Max and Meta. The Agency professionally sets up, manages and optimizes advertising campaigns in order to achieve the indicators agreed with the Client. Actual results depend, in particular, on the advertising budget, demand, the competitive environment, the Client's offer, the performance of the Client's website and the decisions of advertising platforms. Decisions on moderation and the availability of advertising accounts are made by the respective platforms. The advertising budget, platform taxes, commissions, creatives and third-party services are paid separately unless otherwise specified in the Invoice or agreed documents.
- Merchant Center and account restoration. The Agency conducts an audit, identifies possible causes of restrictions, prepares and implements agreed corrections, and supports the submission of the account for review. The final decision on moderation or restoration of the account is made by Google in accordance with the platform rules.
- Development and migration. Functionality is limited by the capabilities of the chosen platform, plan, API and licenses. The risks of changes to third-party services after acceptance are not a defect of the Services. Source code and editable files are handed over only if this is expressly specified in the Invoice or agreed documents.
- Analytics. Accuracy depends on cookie consent, browsers, blockers, integrations, attribution and platforms; discrepancies between systems are not in themselves a defect.
- Content, design and video. Before publication, the Client approves the factual and legal correctness of the information. If the use of AI or stock/template materials is agreed, the terms of the respective services apply to them.
- Link building and third-party placements. The Agency does not control subsequent indexing, modification, relocation or removal of the material by the resource owner; a specific guarantee period is possible only if the platform has confirmed it in writing.
8. Price, payment and third-party costs
8.1. The price, payment schedule and tax status are determined by the Invoice. Prices on the Website may change before an Invoice is issued; the cost of Services already paid for is not changed unilaterally.
8.2. Unless otherwise specified, payment is a 100% prepayment. Bank fees, advertising budgets, hosting, domains, platform plans, stock content, fonts, plugins, publications, links, translation and other third-party costs are not included in the Agency's fee.
8.3. The Agency is not obliged to finance third-party costs from its own funds. If the Agency makes agreed payments on behalf of the Client, they are reimbursed in advance or within the agreed period; non-refundable payments to third parties are not returned once made.
8.4. In the event of late payment by a Client who purchases the Services for carrying out or preparing entrepreneurial, commercial or independent professional activity, inflation losses and three percent per annum may be charged on the amount of the debt in accordance with Art. 625 of the Civil Code of Ukraine. The Agency has the right to suspend work from the first day of the delay; the deadlines for providing the Services automatically shift by the period of suspension and the time needed to restore the work schedule.
8.5. Monthly SEO/Ads/support is paid for the respective period and the reservation of the team. Time left unused due to the Client's inactivity is not carried over unless expressly agreed otherwise.
9. Acceptance of the Services
9.1. The Agency hands over the Result, a report or a notice of completion of a stage and, where necessary, a Completion Certificate via Vchasno, email or another authorized channel.
9.2. Within 3 working days, the Client signs the Completion Certificate, confirms acceptance or sends an exhaustive list of reasoned comments referring to a specific requirement of the Invoice, technical specification or other agreed document, together with evidence of non-compliance. General phrases, new wishes and objections regarding the external business result are not reasoned comments.
9.3. If no proper comments are received within this period, in relations with a Client who purchases the Services for carrying out or preparing entrepreneurial, commercial or independent professional activity, the Services are deemed accepted without comments and the Completion Certificate is deemed approved, regardless of whether such Client has the status of a sole proprietor (FOP) and of the payment method. Use, publication, launch, transfer to a third party or obtaining economic benefit from the Result also confirms acceptance of the respective part.
9.4. Comments on a separate part do not give the right to refuse acceptance of the undisputed part. The Agency eliminates confirmed non-conformities within a reasonable time; this is the priority method of correction.
9.5. For a consumer, this section applies only to the extent that it does not narrow their mandatory rights.
10. Refusal, termination and refunds
10.1. Before work begins, the Client may refuse the Services under a paid Invoice. The Agency refunds the amount received minus preparatory work already performed and actual non-refundable costs, unless the law requires otherwise.
10.2. After work has started, in the event of termination at the Client's initiative, the following are payable: accepted stages; the scope actually performed; time reserved and used by the team; agreed non-refundable costs and obligations to third parties. The unworked balance is refunded within 14 calendar days after the mutual settlement is agreed.
10.3. The Agency may suspend or terminate the Services due to late payment, lack of access/data, unlawful or risky instructions, infringement of third-party rights, a security threat, a material breach of the Agreement, fraud or systematically abusive communication. If termination is caused by the Client's breach, only the balance after the deductions under clause 10.2 is refunded.
10.4. If the Agency stops providing the Services without a legal or contractual basis, it refunds payment only for the part of the Services actually not provided; liability for other consequences is determined by Section 15.
10.5. A consumer has the rights regarding distance contracts established by law. If the consumer asks for the Service to begin before the withdrawal period ends, the Agency obtains separate explicit consent and provides the notice required by law; the consequences are determined by mandatory rules.
11. Intellectual property
11.1. Until full payment, all property rights to the results created by the Agency remain with the Agency; the Client may use interim materials only for approval.
11.2. After full payment, the Agency transfers to the Client the property rights to the final Result created specifically for the Client, in the ways and to the extent necessary for the purpose of the Services specified in the Invoice and agreed documents. The fee for such transfer is included in the price of the respective Result.
11.3. The following are not transferred: prior developments, methods, ideas, know-how, templates, libraries, modules, general-purpose scripts, processes, interim/rejected versions and tools of the Agency. If they are embedded in the Result, the Client receives a non-exclusive perpetual right to use them only as part of the Result.
11.4. Horoshop, Weblium, CMS, plugins, fonts, stock content, AI services, Google/Meta and other third-party elements are subject to the rights and licenses of their respective owners. The Agency cannot transfer more rights than it has itself.
11.5. Source and editable files, accounts, raw materials and technical documentation are handed over only if they are expressly listed in the Invoice or agreed documents.
11.6. The Client grants the Agency a non-exclusive right to use the materials provided by the Client only for the performance of the Agreement and guarantees that it holds all necessary rights.
11.7. The Agency may state the fact of cooperation and showcase the publicly released Result in its portfolio, case studies and tenders without disclosing confidential figures. An Invoice, agreement or agreed correspondence may provide for a delay in publication or a prohibition on using the Result in the portfolio.
11.8. The Agency may place an unobtrusive developer credit (the LightSEO text and/or logo with a link to the Agency's website) on the Client's website it has created, in the footer or another inconspicuous place. The Client may at any time ask in writing (including via a messenger) for the credit to be removed, and the Agency will do so within 3 working days free of charge.
12. Personal data and access
12.1. With respect to the data of its own contact persons, the Agency is the personal data controller and processes such data for concluding/performing the Agreement, accounting, communication, protection of rights and compliance with the law in accordance with the privacy policy.
12.2. If the Agency gains access to data of the Client's customers, employees or users, the Client is the controller and the Agency is the processor. The Client entrusts processing only for the purpose and to the extent necessary for the Services and guarantees a lawful basis for collection and transfer.
12.3. The Agency restricts access, applies reasonable organizational and technical measures, does not use the data for its own incompatible purposes and notifies the Client of a known incident without undue delay. Detailed requirements may be set out in a separate DPA.
12.4. The Client does not transfer excessive, special-category or sensitive data unless their processing is expressly agreed. Passwords are transferred via an agreed secure channel; after completion, the Client changes critical access credentials.
13. Representations and liability of the Client
13.1. The Client guarantees the lawfulness of its activity, goods, services, advertising claims, promotions, prices, databases, domains, trademarks and materials; that it has obtained the necessary permits and consents; the accuracy of the information provided; and its right to give the Agency the relevant instructions.
13.2. The Client independently makes business decisions, approves budgets and publications, and is responsible for compliance with the special legislation of its field. The Agency does not provide legal, tax, medical or financial opinions unless this is expressly agreed with an appropriate specialist.
13.3. If the Client purchases the Services for carrying out or preparing entrepreneurial, commercial or independent professional activity, it reimburses the Agency for documented direct costs and third-party claims arising from unlawful materials or instructions of the Client, the Client's lack of the necessary rights or its violation of platform rules, except for the part caused by the Agency's culpable actions.
14. Confidentiality
14.1. Confidential information is non-public commercial, technical, financial and organizational information to which a Party gained access in connection with the Agreement. It is used only for the performance of the Agreement and is disclosed to employees/contractors on a need-to-know basis and subject to a confidentiality obligation.
14.2. The restrictions do not apply to information that was lawfully known, became public without a breach, was lawfully obtained from a third party, was developed independently or is subject to mandatory disclosure. Where possible, a Party gives advance notice of mandatory disclosure.
14.3. The confidentiality period is 3 years after the end of the Agreement; for trade secrets – for as long as they retain that status.
15. Liability of the Agency and limitation of risks
15.1. The Agency is liable for a culpable breach of agreed obligations. No provision excludes liability for an intentional breach or liability that the law prohibits from being limited.
15.2. If, through the Agency's fault, a paid Service was not provided in full or in part, the Agency refunds funds only for the part of the Service actually not provided. If the Client purchases the Services for carrying out or preparing entrepreneurial, commercial or independent professional activity, the Agency's aggregate liability, including refunds and compensation for other direct proven losses, may not exceed the amount of the Agency's fee actually paid under the respective Invoice, excluding advertising budgets and other payments to third parties. For a recurring Service, the amount under the Invoice and period to which the dispute relates applies.
15.3. To the extent permitted by law, the Agency does not compensate lost profits, loss of sales, reputation, data or expected savings, indirect/consequential losses, or the consequences of decisions of platforms, algorithms, providers, hosting, banks, government authorities, cyber incidents beyond reasonable control, and actions of the Client/third parties.
15.4. The Agency is not liable for defects caused by inaccurate data, unapproved changes, third-party interference, use of the Result for purposes other than intended, incompatible updates or failure to follow recommendations.
15.5. Limitations for a consumer apply only to the extent permitted by mandatory legislation.
16. Force majeure
16.1. A Party is released from liability for delay caused by an extraordinary and unavoidable circumstance beyond its reasonable control, provided there is a direct causal link, timely notice is given and reasonable measures are taken to minimize the consequences.
16.2. The affected Party notifies the other Party within 5 working days, describes the impact and the expected duration and, upon request, provides proper evidence, including a certificate of the Chamber of Commerce and Industry of Ukraine/a regional chamber of commerce and industry, if it is reasonably required.
16.3. The general fact of martial law, hostilities or power outages is not automatically sufficient without proof of its impact on the specific obligation. A lack of funds and non-performance by a counterparty are not in themselves force majeure.
16.4. The deadline is extended for the period of actual impact. If performance is materially impossible for more than 45 days, either Party may terminate the unperformed part, with settlement for what has actually been provided and for non-refundable costs.
17. Term, amendments and termination
17.1. The Agreement is valid from acceptance until full performance. The terms on payment, acceptance, IP, confidentiality, data, liability and disputes survive termination.
17.2. The Agency may update the Offer for future Invoices. One-time Services already paid for are governed by the version of the Offer in force on the date the respective Invoice was paid.
17.3. For recurring Services, a new version applies from the next paid period after notice/publication. If a change materially worsens the Client's position, the Client may decline the next period before paying for it.
17.4. The Client's transfer of rights/obligations to a third party requires the Agency's written consent. The Agency may transfer the agreement to a legal successor together with the business, provided the Client's rights are not diminished.
18. Claims and disputes
18.1. A Party sends a written claim to the official email describing the facts, the demand, the calculation and the evidence. The other Party responds within 10 working days. Negotiations do not deprive a Party of the right to apply to court in a timely manner.
18.2. The Agreement is governed by the law of Ukraine. An unresolved dispute is heard by a competent court of Ukraine in accordance with the rules of subject-matter and territorial jurisdiction. The consumer's right to choose jurisdiction is not restricted.
18.3. The invalidity of a separate term does not affect the rest of the Agreement; the Parties apply the closest lawful term that best preserves the original economic purpose.
19. Agency details
Sole proprietor (FOP) Oleksii Oleksandrovych Melnychenko
RNOKPP (taxpayer number): 3105603136
Single tax payer, group 3
IBAN: UA853052990000026006013601459 at JSC CB "PrivatBank"
Legal/postal address: 26 Rosvyhivska St, apt. 84, Mukachevo, Mukachevo district, Zakarpattia region, 89607, Ukraine
Email for contracts and claims: lightseoua@gmail.com
Phone: +380 95 430 06 28