PUBLIC OFFER AGREEMENT
FOR THE PROVISION OF SERVICES
This document (hereinafter the “Offer”) is an official public proposal to enter into a Public Offer Agreement for the provision of services (hereinafter the “Agreement”) on the terms set out below. Pursuant to Articles 633 and 641 of the Civil Code of Ukraine, the terms of the Agreement are the same for all Customers, regardless of their status (individual, legal entity, or sole proprietor), and the unconditional acceptance of its terms shall be deemed the acceptance (the “Acceptance”) of this Offer by the Customer.
1. Terms and Definitions
1.1. Public Offer – the Contractor’s proposal addressed to any individual and/or legal entity, in accordance with Article 633 of the Civil Code of Ukraine, to enter into a public agreement for the provision of marketing services such as SEO promotion, PPC advertising, visual and content work, promotion of online stores, etc., on the terms set out in this Agreement.
1.2. Acceptance – the full and unconditional consent of the Customer to enter into this Agreement on the terms defined herein.
1.3. Contractor – the business entity indicated in the invoice issued to the Customer that provides the services specified in this Agreement; information about the services is available at: https://goal-team.com.ua.
1.4. Customer – an individual and/or legal entity (service user) that has made payment to the Contractor’s settlement account.
1.5. Personal Data – information or a set of information about an individual who is identified or can be specifically identified.
1.6. Data Subject – an individual whose personal data is processed in accordance with applicable law.
1.7. Data Subject’s Consent – any voluntary expression of will by an individual granting permission for the processing of their personal data for the stated purpose of such processing.
2. General Provisions
2.1. This Agreement is a public agreement within the meaning of Article 633 of the Civil Code of Ukraine, and a person who accepts the proposal (public offer) to enter into the Agreement (performs Acceptance) becomes the Customer in accordance with Article 642 of the Civil Code of Ukraine, Article 11 of the Law of Ukraine “On E-Commerce”, and the terms of this Agreement.
2.2. This Agreement defines the specifics of providing and paying for the Services presented on https://goal-team.com.ua and/or additionally offered to the Customer during negotiations.
2.3. This Agreement constitutes a proposal (public offer) to an unlimited number of individuals and legal entities to enter into an agreement with the Contractor by full and unconditional acceptance of the terms of this Agreement.
2.4. The terms of the Agreement are the same for all persons who decide to accept them, unless the Parties separately agree otherwise.
2.5. This Agreement is an adhesion contract within the meaning of Article 634 of the Civil Code of Ukraine, as its terms are determined by the Contractor and may be accepted by the Customer only by adhering to the Agreement as a whole. If the Customer disagrees with any provision(s) of this Agreement, the Agreement is not concluded.
2.6. Adherence to the Agreement is deemed to occur upon payment for the Contractor’s services by non-cash transfer based on an invoice issued by the Contractor, including by using an electronic payment instrument.
2.7. The Agreement is considered concluded on the date the Contractor receives payment for the services from the Customer on the terms set out in this Agreement.
2.8. The Parties may agree on another method of adherence to the Agreement and determine another moment of conclusion of the Agreement.
2.9. The Customer’s performance of the actions specified in Clause 2.6 of this Agreement is considered the Customer’s acceptance of the proposal to conclude the Agreement (Acceptance) and confirms full and unconditional acceptance of the terms of this Agreement without any reservations or comments in accordance with Article 642 of the Civil Code of Ukraine. By accepting the Contractor’s proposal (public offer), the Customer agrees with all terms of this Agreement and confirms that the content of the Agreement and the legal consequences of its conclusion are clear to the Customer.
2.10. This Agreement is an electronic agreement within the meaning of Article 3 of the Law of Ukraine “On E-Commerce”, is concluded using available information and telecommunication systems, and may not be deemed invalid due to being concluded in electronic form.
2.11. A paper copy of this Agreement may be provided upon the Customer’s request and may also be printed by the Customer independently from the Contractor’s website: https://goal-team.com.ua.
3. Subject of the Public Offer Agreement
3.1. Under the terms and in the manner provided in this Agreement, the Contractor undertakes to provide, and the Customer undertakes to accept and pay for, marketing services such as SEO promotion, PPC advertising, work with visual materials and content, promotion and support of online stores, services for managing, supporting, optimizing and maintaining stores on the Etsy marketplace, etc. (hereinafter the “Services”) specified in the invoice.
3.2. The Services are provided on a paid basis.
3.3. All changes and amendments to this Agreement are published on the Contractor’s website.
3.4. All terms of this Agreement are binding on both the Customer and the Contractor.
3.5. Partial payment for the Services confirms that the Customer has read and understands the necessity of complying with the terms of this Agreement. Partial payment also confirms that the Customer has given consent to the collection and processing of their personal data.
3.6. The Services are provided by the Contractor either as a one-time order with defined content and deadlines or on a regular basis under a monthly subscription fee arrangement.
3.7. Special terms for Etsy services:
If the Customer’s store is blocked on the Etsy platform during the term of this Agreement, the Contractor undertakes to provide, free of charge, support services and actions aimed at unblocking the store for the actual duration of the blocking, but not longer than 3 (three) calendar months from the date of the store blocking.
Such services are provided within the scope of cooperation previously agreed by the Parties and do not include any new or additional paid services.
After the expiry of the specified period (3 months), further services may be provided only on a paid basis under a separate agreement of the Parties.
The blocking date is deemed to be the date of the relevant notice or blocking status in the Etsy dashboard and/or the date of written notice from the platform administration.
4. Procedure for Concluding the Agreement
4.1. The text of this Agreement is a public offer and applies to all capable individuals, legal entities and sole proprietors under applicable Ukrainian law who have the intent, desire and ability to purchase services from the Contractor.
4.2. Acceptance of the offer is the Customer’s payment of the invoice issued by the Contractor in accordance with this Agreement at the agreed prices and acceptance of the payment and service provision terms.
4.3. Payment for the Services constitutes indisputable acceptance by the Customer of the terms of this Agreement. From the moment the funds are credited to the Contractor’s settlement account, the Customer is considered to have entered into contractual relations with the Contractor.
4.4. This public offer agreement does not apply to relations and obligations of the Customer and the Contractor where they are formalized by separate individual written agreements.
5. Cost of Services and Payment Procedure
5.1. The total price under this Agreement equals the total value of the Services provided by the Contractor during the term of this Agreement.
5.2. Payment for the Services is made by the Customer as a 50% advance payment within 3 days from the date the Contractor issues the invoice. The remaining amount is paid by the Customer within 14 days from the date the invoice is issued. The Contractor may postpone the start of the Services until the advance payment is received under this clause or under other terms agreed with the Customer separately.
5.2.1. The Parties may deviate from the payment terms set out in this Agreement and agree on other terms separately by mutual consent. Any such agreements must be recorded in the manner specified in Clause 10.4 of this Agreement. If not properly recorded as required, the payment terms set forth in this Agreement remain valid and binding.
5.3. Payment method – non-cash transfer to the Contractor’s settlement account specified in the invoice.
5.4. The Contractor prepares a report on the Services provided and sends it to the Customer in the manner specified in Clause 10.4 of this Agreement. In the same manner and within 5 days from receipt of the report, the Customer may provide reasoned comments, which the Contractor must review. Following review, the Contractor makes relevant changes and resubmits the report. If the Customer does not provide reasoned comments within 5 days from receipt, the Services are deemed provided in full and properly.
5.5. The Contractor sends invoices to the Customer in the manner specified in Clause 10.4 of this Agreement.
5.6. Upon the Customer’s separate request, the Contractor sends acceptance certificates and invoices in electronic form within 5 days via the “Vchasno” system, signed with a qualified (advanced) electronic signature and/or seal (if a seal is used in business activities). The Customer must sign the acceptance certificate within 5 (five) calendar days from receipt.
6. Rights and Obligations of the Parties
6.1. The Contractor has the right to:
– receive from the Customer information necessary to provide the Services;
– independently set the price of the Services and other terms by publishing relevant information on the Contractor’s website;
– amend the Agreement by publishing changes on the Contractor’s website without special notice to the Customer;
– store and process personal data obtained in the course of providing the Services in accordance with applicable Ukrainian law;
– suspend the provision of the Services in case of late fulfillment by the Customer of payment obligations;
– fully or partially suspend the provision of the Services if it is impossible to provide them due to technical or other objective reasons.
6.2. The Contractor is obliged to:
– provide the Services from the moment of Acceptance of the Agreement;
– provide the Services properly and on time in accordance with this Agreement at the Customer’s request;
– provide explanations on matters arising for the Customer in connection with the Services;
– immediately notify the Customer of circumstances preventing proper performance of obligations under this Agreement;
– take other necessary measures required for proper performance of obligations under this Agreement;
– remedy deficiencies in the performance of the Services within 3 (three) business days from receipt of the Customer’s comments describing the deficiencies to be remedied;
– ensure the protection of personal data received from the Customer;
– in cases provided in Clause 3.7, provide free-of-charge support regarding the unblocking of the Customer’s Etsy store within the established term.
6.3. The Customer has the right to:
– receive the Services provided by the Contractor in accordance with the Agreement;
– receive complete and accurate information about the scope of the Services provided and explanations on matters arising for the Customer in connection with the Services.
6.4. The Customer is obliged to:
– independently review the terms of the Agreement posted on the Contractor’s website;
– provide accurate and complete information necessary to conclude and perform the Agreement, namely:
For LLC (ТОВ):
– copy of the state registration certificate (if available) or extract from the Unified State Register of Legal Entities and Individual Entrepreneurs;
– copy of the single tax payer certificate (if available) or extract from the register of single tax payers (if available);
– copy of VAT registration certificate (if available) or extract from the VAT payers register (if available);
– details of the authorized person entitled to sign agreements: position, full name, basis of authority;
– bank details;
– email address;
– contact phone number.
For Sole Proprietor (FOP / ФОП):
– copy of the state registration certificate (if available) or extract from the Unified State Register of Legal Entities and Individual Entrepreneurs;
– copy of the single tax payer certificate (if available) or extract from the register of single tax payers (if available);
– copy of VAT registration certificate (if available) or extract from the VAT payers register (if available);
– bank details;
– email address;
– contact phone number.
For Individual (FO / ФО):
– scanned copy of passport and tax ID (TIN), email address, contact phone number.
6.4.1. When providing Etsy Services, including in cases under Clause 3.7, the Customer must, within 10 (ten) calendar days from the Contractor’s request made in accordance with Clause 10.4, provide information, documents, access credentials and other materials necessary to take actions aimed at unblocking the store, and ensure proper communication and interaction within the agreed tasks.
6.4.2. If the Customer fails to provide or delays providing the requested information/documents or fails to interact within 10 (ten) calendar days from the request (under Clause 10.4), the Contractor may refuse to further perform the free-of-charge unblocking support obligations under Clause 3.7 without any negative consequences for the Contractor.
6.5. The Parties must comply with all terms of this Agreement and all appendices to it. Appendices are integral parts of this Agreement.
7. Liability of the Parties
7.1. For breach of the Agreement, the Parties are liable in accordance with applicable Ukrainian law and the terms of this Agreement.
7.2. A breach of the Agreement is non-performance or improper performance, i.e., performance in violation of the terms defined by this Agreement.
7.3. The Contractor is not liable for improper performance or non-performance if the Customer has not provided the information and documents required for the Services, or if such information/documents are incomplete, inconsistent and/or inaccurate.
7.3.1. The Contractor does not guarantee the unblocking of the Customer’s Etsy store, since the decision to block/unblock is made solely by the platform administration and does not depend on the Contractor. The free-of-charge services under Clause 3.7 constitute an obligation to perform actions and provide support, not a guarantee of a specific result.
7.4. The Customer is responsible for the accuracy and completeness of information provided. If the Customer fails to provide or incorrectly provides information, the Contractor is not liable for the Customer’s losses resulting from refusal to refund an advance payment, provision of services, and/or other actions due to the inability to correctly identify the Customer.
7.5. In case of delayed payment, the Customer must pay the Contractor a penalty in the amount of double the National Bank of Ukraine discount rate applied to the unpaid amount for each day of delay.
7.6. If the Customer makes payment but does not receive the Services for reasons beyond the Contractor’s control, the Customer may request that the paid funds be credited toward future payments for the Services or request a partial refund. Refunds are made within 30 days from receipt by the Contractor of the relevant request.
7.6.1. If the Services have been partially provided, the Contractor additionally retains from the paid funds the value of the partially provided Services and provides the Customer with a report. Submission/acceptance of the report is carried out in the manner specified in Clause 5.4.
7.7. The Parties are released from liability for non-performance or improper performance if it occurred due to force majeure, i.e., extraordinary and unavoidable circumstances that arose after the conclusion of this Agreement, do not depend on the will of the Parties and are beyond their control, including but not limited to: hostilities, revolutions, coups, natural disasters, man-made accidents, failures in power supply and communications, strikes, lockouts, sabotage and terrorist acts, decisions of state and local authorities, epidemics, pandemics, emergencies making objective performance impossible (hereinafter “Force Majeure”).
7.8. A Party affected by Force Majeure must notify the other Party within 3 (three) calendar days from the date it became aware of the Force Majeure and provide appropriate documents confirming Force Majeure.
7.9. From the moment the other Party receives the Force Majeure notice, performance is suspended and the performance period is extended for the duration of Force Majeure.
7.10. Suspension of performance means the Contractor stops providing the Services, and the Customer is not required to make further payments for Services not provided, without negative consequences, penalties or liability for either Party.
7.11. The affected Party must notify the other Party about the termination of Force Majeure within 3 (three) calendar days from the date it became aware of such termination.
7.12. Either Party may initiate termination of the Agreement if Force Majeure lasts more than 1 (one) month.
8. Term of the Agreement
8.1. The Agreement becomes effective from the moment of Acceptance by the Customer and remains in force for 1 month, but in any case until the Parties fully perform their obligations under the Agreement.
8.2. If neither Party notifies the other Party of termination at least 10 (ten) calendar days before the expiry date, the Agreement is automatically extended for each subsequent month on the same terms.
8.3. Extension for the next term occurs provided that the Customer pays for the Contractor’s Services in accordance with this Agreement.
8.4. The Agreement may be terminated:
– at any time by mutual agreement of the Parties;
– at the initiative of one Party in case of breach by the other Party, with written notice; in such case, the Agreement is considered terminated from the moment the breaching Party receives the notice;
– at the initiative of one Party with written notice to the other Party at least 10 (ten) calendar days before the termination date;
– on other grounds provided in this Offer (Agreement).
8.5. In case of early termination, the Parties must settle accounts for the Services already provided. The termination date is deemed the date of final settlement.
9. Personal Data Protection
9.1. Each Party gives consent to the collection and processing of its personal data.
9.2. The Parties undertake to ensure proper protection of personal data from unlawful processing and unlawful access by third parties, including taking necessary measures to prevent disclosure of personal data of officers, employees, and authorized representatives of the Parties, if such data was entrusted to a Party or became known to a Party in connection with obligations under the Agreement.
9.3. By entering into the Agreement, the Customer confirms that they have been informed (without additional notice) of the data subject rights under the Law of Ukraine “On Personal Data Protection”, the purpose of processing, the composition and content of the collected personal data, and the conditions of access to personal data by third parties.
10. Electronic Document Flow Agreement
10.1. The Parties recognize the legal force of documents prepared in electronic form (requests, acceptance certificates, notices, invoices, agreements, letters, etc.) sent by email to the contact details specified in the Agreement, provided it is possible to reliably identify that the document originates from a Party to the Agreement.
10.2. The Parties agree to use electronic digital signatures (EDS) in document flow within the performance of this Agreement.
10.3. The Parties agree to be governed by the electronic document flow and electronic interaction terms as follows:
– invoices and acceptance certificates are prepared in writing in the form of an electronic document and are not executed on paper;
– the Parties use electronic signatures;
– exchange of electronic documents is carried out via the “Vchasno” system.
10.4. For operational information exchange, communication between the Parties (their officers, employees, representatives) may be carried out via electronic means, including email or other electronic messaging services such as Telegram, WhatsApp, Viber, unless this Agreement expressly provides otherwise. In addition, copies of documents (scans, photos, copies, etc.), including reports, acceptance certificates, invoices and other documents concluded under this Agreement (including those signed by the Parties’ representatives), are valid, equal to originals and do not require execution on physical media or execution in the manner specified in Clause 5.5 of this Agreement, unless this Agreement expressly provides otherwise.
11. Other Terms
11.1. The Offer enters into force from the moment it is published on the Contractor’s website and remains in effect until withdrawn by the Contractor. The Customer confirms that they have received sufficient information about the full scope of Services under the Agreement and accept them without reservations.
11.2. The Customer confirms that they have full legal capacity and all rights and authority to enter into and perform this Agreement.
11.3. Information provided by the Customer is confidential and is used solely for the purpose of the Contractor performing the Services.
11.4. The Contractor may unilaterally amend the Agreement by publishing amendments on the Contractor’s website. Amendments take effect from the date of publication unless another effective date is specified at publication.
11.5. Matters not regulated by this Agreement are governed by applicable Ukrainian law, including the Civil Code of Ukraine, the Commercial Code of Ukraine and the Law of Ukraine “On E-Commerce”.
11.6. Any disputes arising under this Agreement are resolved through negotiations. If no agreement is reached, disputes are resolved in accordance with applicable law.
11.7. If any provision of this Agreement becomes invalid, it does not affect the validity of the remaining provisions. In such a case, the Parties shall, where possible, agree to replace the invalid provision with a valid one that best achieves the original intent.
11.8. The Parties undertake to keep confidential information and trade secrets obtained in connection with performance of this Agreement, not disclose confidential information or trade secrets of the other Party, and not use such information in their own interests or in the interests of third parties.
11.9. The Parties are fully responsible for the completeness and accuracy of their details provided in documents. The Parties undertake to promptly notify each other of changes in name/company name, legal form, registered address (residence), mailing addresses, phone numbers, email addresses, bank and other account details. Failure to notify entails the risk of adverse consequences (including tax-related).