PUBLIC OFFER

for the provision of IT services and technical maintenance

Effective date: 28 September 2026

This document is an official offer by Individual Entrepreneur Yuliia Ruslanivna Mykhailova, hereinafter referred to as the “Contractor”, to enter into an agreement for the provision of IT services and technical maintenance under the terms set out below.

An individual, individual entrepreneur, or legal entity that has accepted this offer is hereinafter referred to as the “Customer”.

The Contractor and the Customer are collectively referred to as the “Parties”.

1. General Provisions

1.1.

This Offer sets out the general terms under which the Contractor provides services in the fields of information technology, software, web development, server infrastructure, automation, integrations, and artificial intelligence systems.

1.2.

Services may be provided on a:

• one-off;
• project-based;
• hourly;
• phased;
• recurring;
• ongoing

basis.

1.3.

Services may be aimed both at achieving a specific technical result and at carrying out certain activities by the Contractor during an agreed period, including monitoring, administration, technical support, or incident response.

1.4.

The specific scope of work, cost, payment model, deadlines, stages, priority, technical requirements, service mode, and other individual terms are determined separately for each order.

Such agreed terms are hereinafter referred to as the “Individual Order”.

1.5.

An Individual Order may be recorded in:

• an invoice;
• a cost estimate;
• a technical specification;
• a project or task description;
• a personal account;
• the Contractor’s project management system;
• email;
• Telegram or another agreed messenger;
• another electronic document or message that makes it possible to determine the terms agreed by the Parties.

1.6.

In the event of a conflict between the general provisions of this Offer and the expressly agreed terms of a specific Individual Order, the individual terms of that order shall prevail, unless this conflicts with mandatory requirements of law.

1.7.

The sale of ready-made standard software products, modules, plugins, SaaS products, or standard software licenses is not governed by this version of the Offer unless expressly stated otherwise in the Individual Order.

The creation of a custom module, plugin, or other software specifically for the Customer constitutes a development service and is governed by this Offer.

2. Acceptance of the Offer and Conclusion of the Agreement

2.1.

The agreement between the Parties is deemed concluded from the moment the Customer accepts this Offer in relation to the relevant Individual Order.

2.2.

Acceptance may consist of one or more of the following actions:

1. full or partial payment of the Contractor’s invoice;
2. payment of the agreed advance payment;
3. purchase of a package of prepaid hours;
4. confirmation of the Individual Order in the personal account or project management system;
5. unambiguous written confirmation of the terms by email, Telegram, or another agreed channel;
6. another action expressly defined by the Parties as confirmation of the relevant order.

2.3.

Acceptance means that the Customer has reviewed this Offer, understands its terms, and agrees to them.

2.4.

The mere fact of discussing a task, providing a preliminary estimate or consultation, or the Contractor stating that implementation is technically possible does not create an obligation to commence work before the Individual Order has been agreed and the relevant payment conditions have been fulfilled.

3. Types of Services

3.1.

The Contractor may provide, in particular, the following services:

1. development of websites, web applications, and other software;
2. creation of new functionality;
3. modification and extension of existing functionality;
4. searching for, diagnosing, and fixing errors;
5. technical audits;
6. analysis of software code and architecture;
7. analysis of the feasibility of implementing new functionality;
8. preparation, analysis, and clarification of technical specifications;
9. integration of APIs and third-party services;
10. integration of CRM, ERP, payment systems, delivery services, and other information systems;
11. automation of business processes;
12. development and integration of systems using artificial intelligence;
13. development of LLM-based systems;
14. development of AI agents, orchestrators, routers, search, classification, and other automated systems;
15. development of APIs, software interfaces, and data exchange systems;
16. installation and configuration of server software;
17. server administration;
18. configuration of VPS/VDS, hosting, web servers, databases, containers, and other infrastructure;
19. migration of websites, software, databases, and services;
20. software updates;
21. performance optimization;
22. monitoring of servers, websites, APIs, and other information systems;
23. response to technical incidents;
24. technical maintenance and support;
25. consulting services;
26. other IT services agreed by the Parties.

3.2.

One Individual Order may include several types of services.

3.3.

Services may be provided both for systems created by the Contractor and for software, servers, websites, and other systems created or configured by third parties.

4. Formation and Estimation of an Order

4.1.

Before work begins, the Parties agree on the scope of work to an extent sufficient to understand the expected result.

4.2.

For small tasks, a message from the Customer together with an estimate confirmed by the Contractor may be a sufficient description.

4.3.

For complex work, the Contractor may require:

• a technical specification;
• additional clarification of business requirements;
• technical analysis;
• an audit of the existing system;
• access to software or infrastructure;
• a test environment;
• sample data;
• other information necessary for estimation.

4.4.

If the implementation method, complexity, or exact scope of work cannot be reliably determined before a technical analysis is performed, such analysis may be a separate paid service.

4.5.

An estimate may be:

• fixed;
• hourly;
• approximate;
• a cost or time range.

4.6.

Unless it is expressly stated that the price is fixed, a preliminary estimate is not a guarantee of the final amount of working time required.

4.7.

Technical implementation methods, code structure, architecture, algorithms, and internal technical solutions are selected by the Contractor unless otherwise expressly established by the Customer’s requirements.

5. Changes to the Scope of Work

5.1.

The agreed price and estimate apply to the agreed scope of work.

5.2.

New requests, features, scenarios, integrations, or changes to previously agreed logic may be estimated as separate work.

5.3.

The following work is not automatically included in the initial scope where it becomes necessary as a result of:

• hidden technical issues discovered during performance of the work;
• errors or limitations in third-party software;
• undocumented behavior of a third-party API;
• damaged or incorrect data;
• changes to the system made by third parties;
• changes made by the Customer after the estimate was prepared;
• other circumstances of which the Contractor objectively could not have been aware at the time of estimation.

5.4.

In the event of a material change in scope, the Contractor informs the Customer before carrying out additional paid work, unless otherwise follows from the hourly cooperation model.

6. Cost and Payment Models

6.1.

The cost is determined separately for each Individual Order.

6.2.

The following may apply:

• a fixed price;
• hourly billing;
• tiered hourly billing;
• prepaid hours;
• recurring maintenance fees;
• another model agreed by the Parties.

6.3.

Different payment models may be used simultaneously for one Customer or for different projects of the same Customer.

6.4.

Unless expressly stated otherwise in the Individual Order, the cost of the Contractor’s services does not include payments to third parties, including for:

• VPS and hosting;
• domain names;
• licenses;
• third-party modules;
• API;
• AI/LLM API;
• CDN;
• email services;
• payment services;
• other external resources.

7. Payment Procedure

7.1.

The following may apply to an Individual Order:

1. full advance payment;
2. partial advance payment and partial post-payment;
3. payment by stages;
4. full post-payment;
5. advance payment for a specified number of hours;
6. recurring payment;
7. another agreed payment arrangement.

7.2.

The specific payment arrangement is recorded in the Individual Order, invoice, or project management system.

7.3.

If advance payment is required, the Contractor has the right not to commence the relevant project, task, or stage until the funds have actually been received.

7.4.

If post-payment is provided for, the Customer is obliged to make it within the period specified in the invoice or Individual Order.

7.5.

Overdue payment may serve as grounds for setting a financial blocker, changing the terms of future orders, or suspending service in accordance with this Offer.

8. Prepaid Hours

8.1.

For hourly projects, the Parties may use a system of advance payment for a specified amount of working time.

8.2.

The number of hours is determined individually and may be any amount agreed by the Parties.

8.3.

After payment is received, the corresponding amount of time is credited to the project balance.

8.4.

Work actually performed is deducted from the balance in accordance with the Contractor’s working-time tracking system.

8.5.

Time may be tracked in hours and minutes or using another agreed increment.

8.6.

Once the balance is exhausted, the Contractor has the right to automatically suspend further work until the next amount of time is purchased.

8.7.

Exhaustion of the balance does not cancel the project itself and does not automatically close outstanding tasks.

8.8.

If a separate usage period is established for a package of hours, that period is specified in the Individual Order.

9. Organization of Work Performance

9.1.

For planning, tracking, and controlling work performance, the Contractor may use an electronic project management system.

9.2.

Work may be divided into projects, stages, and individual tasks.

9.3.

Information on the current status of work in the project management system is organizational in nature and is used to reflect the actual progress of the order.

10. Blockers and Suspension of Individual Work

10.1.

A blocker is a circumstance that temporarily prevents further performance of a project or an individual task.

10.2.

Such circumstances may include, in particular:

• awaiting payment;
• the need to clarify requirements;
• awaiting a response or approval from the Customer;
• lack of required access credentials or technical data;
• an issue with a third-party service;
• dependency on completion of other work;
• the need to verify or confirm the result;
• another circumstance without the elimination of which further work is impossible or impractical.

10.3.

Several such circumstances may exist simultaneously in relation to one project or task.

10.4.

If a blocker affects the entire project, performance of related tasks may be suspended.

If a blocker affects only an individual task, other work on the project may continue.

10.5.

After the blocker is removed, work resumes taking into account the Contractor’s current workload, the agreed priority, and other obligations of the Parties.

11. Delivery of the Result, Testing, and Approval

11.1.

Depending on the nature of the work, the result may be delivered directly to the Customer or first deployed in a test environment.

11.2.

If the work requires verification by the Customer, the Contractor notifies the Customer when the result is ready for testing or approval.

11.3.

The Customer must review the result within a reasonable period and notify the Contractor of any identified non-compliance with the agreed requirements.

11.4.

New requests, changes to previously agreed logic, or expansion of functionality are not considered correction of a defect and may be estimated separately.

11.5.

If Customer approval is required to transfer changes to the production system, the Contractor has the right not to perform such transfer until the relevant confirmation is received.

12. Technical Maintenance and Support

12.1.

By separate agreement, the Contractor may provide technical maintenance, administration, and support of the Customer’s software or IT infrastructure.

12.2.

The specific scope of such maintenance, its frequency, cost, and terms are determined by the Individual Order.

12.3.

Ongoing technical maintenance is not automatically included in the cost of separate development or correction work unless otherwise expressly agreed by the Parties.

13. Monitoring and Response to Technical Incidents

13.1.

By separate agreement, the Contractor may monitor the operability of the Customer’s agreed systems and respond to identified technical incidents.

13.2.

If an issue is identified, the Contractor, within the agreed scope of services, takes reasonable measures to diagnose it and, where technically possible and within the Contractor’s authority, remedy it.

13.3.

If resolving the issue requires action by the Customer or a third party, the Contractor informs the Customer accordingly.

Such cases may include, in particular, issues with payment for third-party services, account blocking, unavailability of a provider’s infrastructure, or lack of necessary access.

13.4.

Monitoring does not guarantee absolute continuity of system operation or detection of every possible technical incident.

14. Service Mode and SLA

14.1.

If guaranteed response times, availability schedules, recovery times, or other service-level indicators are established for support, monitoring, or administration services, they are defined separately in the Individual Order or SLA.

14.2.

If such indicators are not separately agreed, provision of the services does not imply round-the-clock availability of the Contractor or a guarantee that an issue will be resolved within a specific period.

14.3.

The actual time required to resolve a technical issue depends on its nature, complexity, availability of the necessary systems, and actions of third parties.

15. Customer Service Levels and Status

15.1.

The Contractor may use a system of Customer service levels.

15.2.

The service level may take into account:

• the duration of cooperation;
• the history of completed orders;
• payment discipline;
• timeliness of providing information;
• performance by the Customer of its obligations;
• the scope of cooperation;
• risks associated with future work;
• other objective circumstances of prior cooperation.

15.3.

The service level may affect which of the following are available for future orders:

• full advance payment;
• partial advance payment;
• post-payment;
• split payment;
• prepaid hours;
• other commercial terms and privileges.

15.4.

The specific payment arrangement for an individual project takes precedence over the standard terms of the service level.

15.5.

Changing the Customer’s level does not retroactively change the price or payment arrangement of an already agreed Individual Order.

15.6.

Separately from the service level, the Contractor may assign a status of suspended or restricted service.

15.7.

Grounds for suspending or restricting service may include, in particular:

• long-standing or substantial overdue debt;
• systematic failure to meet payment deadlines;
• failure to perform other material obligations;
• providing knowingly false information;
• reasonable suspicion of fraudulent or other unlawful actions;
• an attempt to gain unauthorized access to the Contractor’s systems;
• threats;
• insults;
• harassment;
• systematic aggressive or unacceptable behavior toward the Contractor or persons engaged by the Contractor;
• another material breach of this Offer or the agreed cooperation procedure.

15.8.

In the event of suspension or restriction of service, the Contractor has the right to:

1. refuse to accept new orders;
2. refuse to conduct free preliminary analysis of new tasks;
3. suspend commencement of new work;
4. suspend current work where such suspension is permitted by the terms of the relevant Individual Order and applicable law;
5. limit or discontinue processing of new requests through automated service channels;
6. send the Customer a standard informational notice regarding suspension or restriction of service.

15.9.

Suspension of service does not release the Customer from the obligation to pay for work already duly performed.

15.10.

If a prepaid scope of work is permanently discontinued, settlement between the Parties is made taking into account work actually performed, agreed expenses incurred, and legal requirements.

15.11.

Service is resumed after the relevant reasons have been eliminated or by a separate decision of the Contractor.

16. Customer Contact Persons

16.1.

The Customer may designate one or more contact persons authorized to interact with the Contractor on the Customer’s behalf.

16.2.

The Customer independently determines the scope of authority of each contact person, including with respect to individual projects, tasks, approval of requirements, transfer of materials, verification of results, and other matters relating to performance of Individual Orders.

16.3.

Within the scope of the authority granted, a contact person may create and clarify tasks, provide information and materials, grant approvals, and take other actions related to performance of the work.

16.4.

Actions of a contact person taken within the scope of the authority granted to that person may be treated by the Contractor as actions of an authorized representative of the Customer.

16.5.

Creation by a contact person of a new project, task, or request does not by itself mean that any cost, deadline, or payment arrangement has been agreed unless such terms have been agreed separately.

16.6.

The Customer is obliged to promptly notify the Contractor of termination or modification of a contact person’s authority.

16.7.

The Contractor may provide contact persons with separate means of identification and access to information systems required for interaction within the scope of their respective authority.

17. Third-Party Services and Infrastructure

17.1.

The result of the work may depend on third-party systems, including:

• hosting providers;
• VPS/VDS;
• data centers;
• DNS;
• CDN;
• domain registrars;
• API;
• CRM and ERP systems;
• payment systems;
• delivery services;
• email services;
• advertising platforms;
• analytics systems;
• AI/LLM providers;
• libraries;
• modules;
• CMS;
• other software products.

17.2.

The Contractor does not control the uninterrupted operation of such third-party systems.

17.3.

Changes to an API, rules, pricing, protocol, documentation, or operation of a third-party service after completion of the work may require a separate update or modification.

17.4.

Such additional work is not automatically included in the cost of the initial implementation.

18. Use of Automated Tools and Artificial Intelligence

18.1.

In providing the services, the Contractor may use automation software, artificial intelligence systems, and other technical tools for analysis, development, testing, and performance of auxiliary operations.

18.2.

The Contractor independently determines the technologies and tools required to perform the Individual Order unless the Parties expressly agree on relevant restrictions.

18.3.

The use of automation or artificial intelligence is not in itself grounds for changing the previously agreed cost of the work merely because certain operations were completed more quickly.

18.4.

If the Customer imposes special restrictions on the use of its information in third-party software or AI services, such restrictions must be communicated to the Contractor before the relevant information is transferred or before its processing begins.

19. Access Credentials, Security, and Confidential Information

19.1.

Access credentials, API keys, tokens, passwords, and other non-public information are used by the Contractor within the scope of the agreed services.

19.2.

The Customer must provide only those access credentials and permissions that the Customer is entitled to provide.

19.3.

After completion of the work, the Customer has the right to change passwords, keys, and other authorization data previously provided to the Contractor.

19.4.

The Contractor must not use obtained access credentials for purposes unrelated to performance of the order.

19.5.

If a separate agreement or NDA establishes a special confidentiality regime, the corresponding special terms apply.

20. Backups and System Changes

20.1.

Unless creation and maintenance of backups are expressly included in the order, the Customer is responsible for maintaining current backups of critical data.

20.2.

The Contractor may create a technical backup before a high-risk operation where technically possible and appropriate, but the mere performance of work does not mean that the Contractor assumes an ongoing backup obligation.

20.3.

The Customer must notify the Contractor of material changes to the system made by the Customer or third parties while the Contractor is performing the work.

21. Error Correction

21.1.

If the implementation does not comply with expressly agreed requirements due to an error in the Contractor’s work, such non-compliance may be corrected within the scope of the relevant order.

21.2.

The following are not considered errors of the Contractor:

• new requirements;
• changes to the agreed logic;
• changes to a third-party API;
• changes to third-party software;
• changes to the server environment after completion of the work;
• actions of the Customer;
• actions of a third party;
• data corruption not caused by the Contractor;
• hosting or network issues;
• expiration of a third-party license;
• changes to a browser, operating system, or other platform that materially changed its behavior after completion of the work;
• other external changes occurring after the service was performed.

21.3.

Support and adaptation to such changes may be estimated separately.

22. Proprietary Intellectual Property Rights

22.1.

If software code, documentation, or another copyright-protected work is created specifically for the Customer within an Individual Order, the proprietary rights to the relevant custom result are transferred to the Customer after full payment for such result, unless otherwise expressly agreed by the Parties.

22.2.

Before full payment, the Contractor may provide the result to the Customer for review, testing, or temporary use.

22.3.

The Contractor’s proprietary rights to the following items created previously or independently of a specific order are not transferred to the Customer:

• general-purpose libraries;
• reusable components;
• templates;
• utilities;
• frameworks;
• technical know-how;
• automation systems;
• general algorithms;
• architectural solutions;
• methodologies;
• development tools.

22.4.

The Contractor has the right to use such general-purpose components in other projects provided that the Customer’s confidential information is not disclosed.

22.5.

Rights to third-party software, open-source components, CMS platforms, libraries, modules, and other third-party components are governed by their respective licenses.

22.6.

With respect to such components, the Customer receives only those rights that may be granted under the applicable license.

23. Customer Obligations

23.1.

The Customer is obliged to:

1. promptly provide information necessary for performance of the work;
2. provide the necessary access credentials;
3. provide accurate technical and other information;
4. promptly respond to questions on which performance of the work depends;
5. provide approvals necessary for the work to continue;
6. pay for the work on time;
7. review the delivered results;
8. not provide unlawfully obtained data or access credentials;
9. have the necessary rights to materials provided to the Contractor;
10. notify the Contractor of third-party changes that may affect the Contractor’s work.

24. Suspension and Termination of Work

24.1.

Performance of a project, task, or individual stage may be suspended in the cases provided for by this Offer or the relevant Individual Order.

24.2.

For any period during which continuation of work was impossible due to a blocker, failure by the Customer to take a required action, external technical circumstances, or another reason provided for by this Offer, the deadline for the relevant work may be extended by at least the duration of such interruption.

24.3.

If the interruption in performance of the work was prolonged, elimination of the reason for suspension does not oblige the Contractor to resume work immediately. Work is resumed taking into account the Contractor’s current workload, the priority of the order, and other accepted commitments, unless the Parties expressly agree on another procedure.

24.4.

In the event of final termination of an Individual Order, the Parties make a final settlement taking into account work actually performed, working time used, agreed expenses, and payments previously made.

24.5.

Termination of an individual Individual Order does not automatically terminate other orders between the Parties unless otherwise expressly follows from the reasons for termination of cooperation.

25. Liability

25.1.

The Parties are liable for breach of their obligations in accordance with this Offer and the laws of Ukraine.

25.2.

The Contractor is not liable for adverse consequences caused by:

• actions or omissions of the Customer;
• actions of third parties;
• third-party software;
• third-party APIs;
• hosting providers or data centers;
• network failures;
• the Customer’s failure to pay for third-party services;
• use of the result for a purpose for which it was not intended;
• independent modification of code or configuration by the Customer or third parties;
• circumstances objectively beyond the Contractor’s control.

25.3.

Provision of administration, support, or monitoring services does not guarantee absolute fault-free operation of an information system.

25.4.

The Parties undertake to take reasonable measures to minimize the consequences of technical incidents.

25.5.

The provisions of this section do not apply to the extent that limitation or exclusion of liability is expressly prohibited by law.

26. Consumer Rights

26.1.

If the Customer is an individual ordering services for personal needs unrelated to business activities, the mandatory provisions of Ukrainian consumer protection law apply to the relevant relationship.

26.2.

No provision of this Offer is intended to restrict any consumer right that, by law, cannot be restricted by contract.

26.3.

In the event of a conflict between a provision of this Offer and a mandatory provision of consumer protection law, the applicable provision of law shall prevail.

27. Electronic Communication

27.1.

The Parties may use the following for agreeing and performing orders:

• email;
• Telegram;
• a personal account;
• a project management system;
• other agreed electronic channels.

27.2.

Electronic messages, records in the project management system, confirmations, invoices, and other electronic data may be used to establish the content of the terms agreed by the Parties and the actual progress of order performance in accordance with applicable law.

27.3.

The Parties undertake to ensure the security of their own accounts.

27.4.

A Party must immediately notify the other Party if it becomes aware that an account or communication channel used to agree work has been compromised.

28. Force Majeure and Extraordinary Circumstances

28.1.

A Party is not liable for non-performance of an obligation if such non-performance is caused by force majeure, provided that the requirements of applicable law regarding such circumstances are complied with.

28.2.

Circumstances that may objectively affect the ability to provide IT services may include, in particular:

• hostilities;
• large-scale accidents;
• prolonged emergency power outages;
• unavailability of communication networks;
• large-scale cyberattacks;
• natural disasters;
• decisions of public authorities;
• other extraordinary events beyond the reasonable control of a Party.

28.3.

The deadline for performance of obligations may be extended for the period during which the relevant circumstances and their direct consequences actually have an effect.

29. Amendments to the Offer

29.1.

The Contractor has the right to amend this Offer by publishing a new version on its website.

29.2.

The new version applies to new Individual Orders agreed after its publication unless the Parties agree otherwise.

29.3.

A new version of the Offer does not retroactively change the agreed price, scope, or payment arrangement of an already accepted Individual Order without the agreement of the Parties.

30. Dispute Resolution

30.1.

The Parties seek to resolve disputes through negotiation.

30.2.

Where possible, the Party making a claim first sends the other Party a description of the issue and provides an opportunity to respond or propose a way to resolve it.

30.3.

If the Parties fail to reach agreement, the dispute is resolved in accordance with the laws of Ukraine.

31. Term of the Agreement

31.1.

This Offer is effective from the moment of its publication until it is withdrawn or replaced by a new version.

31.2.

The agreement relating to a specific Individual Order is effective from the moment of acceptance until the Parties have fully performed their respective obligations.

31.3.

The Parties may enter into an unlimited number of Individual Orders under this Offer.

31.4.

Termination of this Offer does not terminate outstanding obligations under Individual Orders agreed while it was in effect.

32. Contractor Details

Individual Entrepreneur:
Mykhailova Yuliia Ruslanivna

Taxpayer Registration Number: 3583307105

IBAN: UA243003460000026002100022908

Bank: JSC “SENSE BANK”

Website: https://mmwebxs.com/

Current version of the Public Offer:
https://mmwebxs.com/en/public-offer/