Public
offer

1.1.Individual entrepreneur (sole proprietor, FOP) [FOP full name], taxpayer registration number (RNOKPP) [RNOKPP], entry in the Unified State Register (USR) dated [date] No. [entry number], single tax payer of group [3], trading under the brand spacebar (the “Contractor”, “spacebar”, “we”), offers to any individual with full legal capacity, individual entrepreneur or legal entity (the “Customer”, “you”) to enter into a development services agreement on the terms of this offer (the “Offer”).

1.2.The Offer is a proposal to enter into a contract within the meaning of Art. 641(1) of the Civil Code of Ukraine (the “CCU”), published in open access on the Internet. The Offer sets out the general terms. The Parties agree the subject matter, scope, price and timeline of each specific order in the Estimate (cl. 4). The Offer, together with the agreed Estimate and the Invoice, constitutes the agreement (the “Agreement”).

1.3.The Agreement is not a public contract within the meaning of Art. 633 CCU. The Contractor determines the scope, price and timeline individually for each project. The Contractor may refuse to enter into the Agreement, in particular due to its workload, the project not matching its profile, or the requirements of law.

1.4.The Agreement is concluded in electronic form in accordance with the Law of Ukraine “On Electronic Commerce” No. 675-VIII. The Parties agree that an Agreement concluded in the manner set out in cl. 4 has the same force for them as an agreement in written form (Arts. 205, 207 CCU). At the request of either Party, the Agreement may additionally be signed with a qualified electronic signature (QES) or by hand.

1.5.Order of precedence: (1) a separate agreement signed by the Parties (if any); (2) the Estimate; (3) the Offer; (4) the appendices to the Offer. The terms of the Estimate prevail over the Offer only to the extent the Estimate expressly changes them.

1.6.The Contractor may amend the Offer by publishing a new version on the Website stating its date. The new version applies to Agreements concluded after its publication. Agreements concluded earlier are performed under the version in force on the date of their conclusion, unless the Parties agree otherwise in writing. Previous versions are kept in the archive at [https://spacebar-tech.com/terms/archive].

2.1.In this Offer, the following terms have the following meanings:

• Website — the website https://spacebar-tech.com and its subdomains.
• Services — services for the development of websites and landing pages, Telegram bots and Telegram Mini Apps, mobile apps for iOS and Android (including on Kotlin Multiplatform), the server side (backend), setting up online stores, as well as related services (design, copywriting, analytics setup, publishing in app stores, consulting, audits) and the Subscription.
• Project — the set of Services under a single Estimate.
• Result — the outcome of the Services created by the Contractor under the Agreement: software code (computer program), design, mock-ups, graphics, texts, databases, documentation, etc., as specified in the Estimate.
• Stage — a part of the Project defined in the Estimate, with its own deadline, list of work and, where needed, a separate payment.
• Concept — the first result the Contractor shows at the start of the Project: the first screen or home page of the design, the bot script, the app structure (screen map), or another result defined as the “Concept” in the Estimate.
• Estimate — a document (including an electronic one: PDF, web page, message) containing a description of the scope of work (technical specification, the “spec”), the Stages, the Price, the payment schedule, the deadlines and the special terms of the Project.
• Price — the cost of the Services under the Estimate.
• Invoice — an invoice for payment issued by the Contractor on the basis of the Estimate.
• Acceptance Certificate — the certificate of acceptance and transfer of the Services rendered and of the economic rights to the Result (Stage).
• Revision — an adjustment to the Result within the agreed scope (cl. 9.2).
• Change of Scope — any work beyond the Estimate (cl. 9.3).
• Defect — an error in the Result as defined in cl. 11.3.
• Customer Materials — texts, photos, videos, logos, brand materials, prices, data, access credentials and other information that the Customer provides for the Project.
• Third-Party Components — open-source software, libraries, frameworks, fonts, images, plugins, APIs and third-party services used in the Result.
• Contractor’s Background Materials — templates, libraries, modules, design system components, scripts, tools and know-how created by the Contractor before the start of the Project or independently of it, as well as their generalised improvements that do not contain the Customer’s Materials or Confidential Information.
• Subscription — the monthly maintenance and/or hosting service (cl. 15).
• Pilot Project — a discounted Project in exchange for a review and a case study (cl. 10).
• Communication Channels — email, Telegram, Instagram Direct and other channels specified in the Estimate (cl. 22).
• Business Day — a day from Monday to Friday, except days that are non-working public holidays under the laws of Ukraine in force on the relevant date.
• Consumer Customer — a Customer who is an individual ordering the Services for personal needs not related to business or independent professional activity.

3.1.The Contractor undertakes, on the Customer’s instructions, to provide the Services, create the Result and transfer the economic rights to it to the Customer, and the Customer undertakes to accept the Result and pay for the Services on the terms of the Agreement.

3.2.The specific list of Services, the requirements for the Result, the Stages, the Price and the deadlines are set out in the Estimate. Anything not specified in the Estimate is not included in the Price.

3.3.The Agreement is a mixed contract (Art. 628(2) CCU). It contains elements of a services contract (Chapter 63 CCU) and of a contract for the commissioned creation and use of an intellectual property object (Art. 1112 CCU; Art. 48 of the Law of Ukraine “On Copyright and Related Rights” No. 2811-IX). The Subscription is a services contract.

3.4.The Contractor provides the Services personally and may engage subcontractors (designers, developers, copywriters). The Contractor is liable to the Customer for their actions as for its own (Art. 618 CCU).

4.1.Free call. The Customer submits a request on the Website (brief) or writes to a Communication Channel. The Parties may hold a free call of up to 15 minutes. The call, the brief and any correspondence before acceptance create no obligations for either Party.

4.2.Estimate. The Contractor sends the Customer an Estimate containing at least:

1. a description of the Result and the scope of work (spec), listing pages, screens, features and integrations;
2. the Stages, including the Concept, and the deadline for each Stage;
3. the Price, the currency equivalent (if applicable, cl. 5.2) and the payment schedule;
4. the number of Revision rounds, if it differs from cl. 9.1;
5. the list of Customer Materials and the deadlines for providing them;
6. Third-Party Components and paid services, and who pays for them;
7. the accounts to be registered in the Customer’s name (cl. 14.3);
8. whether it is a Pilot Project, and its terms (if applicable);
9. the agreed Communication Channels and the Parties’ contact persons;
10. for a Consumer Customer — the information required by Art. 13 of the Law of Ukraine “On Consumer Protection” (cl. 21.2).

4.3.The Estimate is an individual proposal made on the terms of this Offer. The Estimate is valid for 14 calendar days from the date it is sent, unless it states otherwise. The Customer may request changes to the Estimate before acceptance.

4.4.Acceptance. Full and unconditional acceptance of the Offer and the Estimate is the Customer’s payment of the prepayment Invoice issued on the basis of the Estimate (Art. 642(2) CCU). The Agreement is deemed concluded on the day the funds are credited to the Contractor’s account. For Projects without prepayment, acceptance is written approval of the Estimate in a Communication Channel (e.g. “I approve estimate No. …”).

4.5.Payment of an amount less than the prepayment, or in breach of other terms of the Estimate, is not acceptance (Art. 13(5) of the Law of Ukraine “On Electronic Commerce”). Within 5 Business Days, the Contractor either agrees an additional payment with the Customer or returns the funds.

4.6.By accepting, the Customer confirms that: it has read the Offer, the Estimate and the Privacy Policy; it has the necessary legal capacity; the person acting on behalf of a Customer that is a legal entity or FOP is authorised to do so.

4.7.After acceptance, the Contractor sends the Customer confirmation that the Agreement has been concluded via a Communication Channel or by email (Art. 11(11) of the Law of Ukraine “On Electronic Commerce”).

5.1.The Price is set out in the Estimate. Prices shown on the Website, on social media and in advertising (e.g. “from $100” or “from UAH 8,900”) are indicative. They are an invitation to make offers (Art. 641(2) CCU), not an offer to enter into the Agreement at that price.

5.2.Currency. The monetary obligation is expressed and performed in hryvnias (Art. 524, Art. 533(1) CCU). The Parties may specify in the Estimate a monetary equivalent of the Price in US dollars (Art. 524(2) CCU). In that case, the amount payable in hryvnias is determined at the official exchange rate of the National Bank of Ukraine (NBU) on the date the relevant Invoice is issued and is stated in the Invoice. This constitutes a different procedure for determining the amount within the meaning of Art. 533(2) CCU. The Invoice must be paid within 5 banking days. If the Invoice is not paid within this period, the Contractor may issue a new Invoice at the NBU rate on the date of its issue. Settlements between residents of Ukraine are made exclusively in hryvnias.

5.3.Fixed price. The Price for the scope of the Estimate is fixed. It does not increase because the work took the Contractor longer than planned. The hryvnia amount of individual payments may differ from the amount calculated on the date of the Estimate only due to a change in the NBU rate under cl. 5.2, where the Price is set as a currency equivalent. Any Change of Scope is estimated and agreed in writing before work starts (cl. 9.3).

5.4.Payment schedule. Unless the Estimate provides otherwise:

5.5.Subsequent payments are due within 5 banking days of the Invoice date. The Contractor starts the next Stage after receiving the corresponding payment. Deadlines are extended by the period of the payment delay.

5.6.The Contractor is a single tax payer of group [3] and is not a VAT payer. The Price does not include VAT. Each Party pays its own bank’s fees.

5.7.Third-Party Costs are not included in the Price, unless the Estimate provides otherwise. They include, in particular, domain registration and renewal, hosting, Apple Developer Program membership, the Google Play registration fee, paid APIs, fonts, stock images, themes, plugins, SMS messaging and payment acquiring. The Customer pays them directly to the provider, on its own account. If, by agreement, the Contractor pays them, the Customer reimburses the actual amount against supporting documents.

5.8.Non-resident Customers. For Customers who are not residents of Ukraine, the Price may be set and paid in US dollars or euros to the Contractor’s foreign currency account in accordance with the Law of Ukraine “On Currency and Currency Transactions” No. 2473-VIII. Correspondent bank fees are paid by the Customer, unless agreed otherwise. A non-resident Customer independently fulfils the tax obligations of its jurisdiction (including VAT under the reverse charge mechanism). At the bank’s request, the Parties execute an invoice or a separate signed agreement.

5.9.Late payment. If a business Customer is late with payment, the Contractor may claim a penalty of 0.1% of the overdue amount for each day of delay, but not more than twice the NBU discount rate in effect during the period of delay (Law of Ukraine “On Liability for Late Performance of Monetary Obligations” No. 543/96-VR). The penalty does not apply to a Consumer Customer. The consequences provided for by Art. 625 CCU apply to all Customers.

5.10.The Contractor sends Invoices, Acceptance Certificates and other settlement documents in electronic form.

6.1.Deadlines are set in the Estimate in Business Days. The deadline for a Stage starts running from the later of: (1) the date the relevant payment is credited; (2) the date the Customer Materials needed to start the Stage under the Estimate are received.

6.2.The Contractor shows the Concept within 2–3 Business Days after work begins, unless the Estimate sets a different deadline.

6.3.Shifting deadlines. If the Customer delays Materials, answers, approvals, access or payment, the Project deadlines shift by the period of the delay. The Contractor may add up to 5 Business Days for rescheduling if the delay exceeded 5 Business Days. The Contractor notifies the Customer of the new deadline in a Communication Channel.

6.4.The Customer gives feedback on an interim Stage (design, prototype, test build) within 5 Business Days. If there is no feedback, the Stage is deemed approved and the Contractor moves on to the next one. Acceptance of the Result is governed by cl. 8.

6.5.Pause. If the Customer does not respond in the Communication Channels for 30 consecutive calendar days, the Project is paused. Once contact is restored, the Contractor agrees a new schedule, taking its workload into account. If the pause lasts more than 90 calendar days, the Contractor may withdraw from the Agreement under cl. 18.2.

6.6.The Contractor’s deadlines do not include periods that depend on third parties: app review in the App Store and Google Play (including the mandatory closed testing for new personal Google Play accounts), registration of domains and developer accounts, verification of payment services, bank checks.

6.7.[OPTIONAL] Late-delivery discount. If the Contractor, through its own fault, misses the deadline for delivering a Stage or the Result, the cost of the relevant Stage is reduced by 3% for each Business Day of delay, but by no more than 30% of the cost of that Stage. The discount is a penalty (Art. 549 CCU) and is applied by reducing the next payment or by a refund after acceptance. For business Customers, the discount is the sole monetary consequence of the delay. The right to withdraw from the Agreement under cl. 18.1 is preserved. The discount does not apply to the periods referred to in cl. 6.3, 6.6 and 17. For a Consumer Customer, this clause does not limit the rights provided for by Art. 10 of the Law of Ukraine “On Consumer Protection”.

7.1.After the prepayment is credited, the Contractor prepares and shows the Concept to the Customer.

7.2.If the Concept does not meet the Customer’s expectations, the Customer may, within 3 Business Days after the Concept is shown, give notice of withdrawal from the Agreement in a Communication Channel. In that case:

1. the Contractor refunds 100% of the prepayment paid within 10 Business Days to the account from which the payment was received;
2. the Agreement terminates on the day the notice is received;
3. neither Party has any claims against the other in respect of this Project.

7.3.Instead of a refund, the Customer may request one alternative Concept. The period for withdrawal under cl. 7.2 then runs from when the alternative Concept is shown.

7.4.Limits of the guarantee:

1. the guarantee applies once per Project;
2. only the prepayment for the Project is refundable. Third-Party Costs that the Contractor has already paid with the Customer’s consent and that the provider does not refund (e.g. a paid domain) are not refunded;
3. the guarantee does not apply if the Customer has approved the Concept (expressly or under cl. 7.5) or asked to start the next Stage;
4. the guarantee does not cover the Subscription, standalone consultations or audits;
5. if the Customer substantially changes the brief after the Concept is shown, this constitutes a new Estimate, not grounds for a refund.

7.5.If, within 3 Business Days after the Concept is shown, the Customer has neither given notice of withdrawal nor sent comments, the Concept is deemed approved.

7.6.If the prepayment is refunded, all rights to the Concept remain with the Contractor. The Customer does not use the Concept. The Contractor returns or deletes the Customer Materials at the Customer’s request.

7.7.This guarantee applies in addition to the statutory rights of a Consumer Customer (cl. 21).

8.1.The Contractor notifies the Customer in a Communication Channel that a Stage or the Result is ready and provides access for review: a link to the test version, a test build, a demo bot, a repository, etc.

8.2.Within 5 Business Days of the notice, the Customer either signs the Acceptance Certificate or sends reasoned objections. Reasoned objections are a list of specific non-conformities with the Estimate or the spec. Requests that go beyond the Estimate are Revisions (cl. 9) or a Change of Scope.

8.3.The Contractor remedies justified non-conformities within the agreed period, usually up to 5 Business Days, and delivers the Result again. Re-acceptance covers only the remedied objections.

8.4.Deemed acceptance. A Stage or the Result is deemed accepted in full, and the Acceptance Certificate is deemed signed by the Customer on the last day of the period, if within 5 Business Days of the notice of readiness the Customer has neither signed the Acceptance Certificate nor sent reasoned objections. The Result is also deemed accepted from the moment the Customer starts using it for its intended purpose: publishes the website for visitors, runs ads to it, opens the bot to its customers, publishes the app in a store. The Contractor may draw up the Acceptance Certificate unilaterally, marked as deemed acceptance.

8.5.Minor defects that do not prevent the Result from being used for its intended purpose are not grounds for refusing acceptance. The Contractor remedies them under the warranty (cl. 11).

8.6.The Acceptance Certificate is drawn up in electronic form and signed with a QES (e.g. via “Diia.Pidpys” or an electronic document management service), or scanned copies are exchanged. With a Consumer Customer, the Acceptance Certificate may be replaced by confirmation of acceptance in a Communication Channel. The transfer of economic rights is documented under cl. 12.4.

8.7.Handover. Within 5 Business Days after full payment, the Contractor hands over to the Customer:

1. the source code (by transfer or by granting owner rights to the Customer’s repository);
2. access to the accounts registered for the Project (cl. 14.3), in a secure way (a password manager or another protected channel, not in plain text in a messenger);
3. brief documentation on deployment and use;
4. a list of Third-Party Components and their licences (cl. 12.8).

9.1.The Price of each Stage includes 2 rounds of Revisions. A round is one consolidated list of Revisions sent in a single message or document. The Contractor may combine separate messages sent within one day into one round.

9.2.A Revision is an adjustment within the agreed scope without changing structure or functionality: replacing texts and images, colours, spacing, the order of blocks, labels, minor logic conditions. The following are not Revisions: new pages, screens, features, integrations, user roles, changes to the approved Concept or design, reworking an already accepted Stage.

9.3.A Change of Scope and additional rounds of Revisions are carried out only after the Contractor has estimated in writing (in a Communication Channel) their cost and impact on deadlines, and the Customer has approved this in writing. An agreed Change of Scope is documented as an addendum to the Estimate or a separate Invoice. The hourly rate for minor work is [____] UAH/hour, unless agreed otherwise.

9.4.Remedying non-conformities of the Result with the Estimate (the Contractor’s errors) is not a Revision and does not reduce the number of rounds.

10.1.The Contractor may offer a Pilot Project at a discount of [__]% off the Price. In return, the Customer:

1. within 30 calendar days after launch, provides a review (written or video) of the Contractor’s work;
2. allows a case study to be published: name, logo, screenshots, description of the task and the solution, and the result metrics approved by the Customer.

10.2.The terms of the Pilot Project, including the amount of the discount and the list of what may be published, are set out in the Estimate.

10.3.The Contractor agrees the case study text with the Customer before publication. If the Customer has not responded within 5 Business Days, the text is deemed approved. The Contractor publishes the name, photo, voice and image of the Customer’s representative only with that person’s separate express consent (Arts. 307, 308 CCU; Law of Ukraine “On Personal Data Protection”).

10.4.The review must be honest. The Contractor does not require positive content and does not edit the substance of the review. Any shortening is agreed with the author.

10.5.The Customer may withdraw consent to future publications. The Contractor removes the case study and the review from its resources (the Website, its own social media) within 10 Business Days. The Contractor is not responsible for copies already distributed by third parties.

10.6.[OPTIONAL] If the Customer, without good reason, has not provided a review within the period under cl. 10.1, or has withdrawn consent to publication of the case study within 12 months after launch, the Customer pays the amount of the discount granted within 10 Business Days after the Contractor’s demand.

11.1.The Contractor warrants that, on the date of acceptance, the Result conforms to the Estimate and the spec.

11.2.Free Defect fixing. For 12 months from the date of acceptance of the Result (under the Acceptance Certificate or cl. 8.4), the Contractor remedies Defects free of charge.

11.3.A Defect is a reproducible error in the software code created by the Contractor that causes the Result not to work in accordance with the Estimate and the spec in the environment agreed on the date of acceptance (the browsers, devices, and iOS and Android versions specified in the Estimate). A security vulnerability in the Contractor’s code is a Defect.

11.4.The warranty does not cover:

1. new features, or changes to design, content or requirements;
2. the consequences of changes to the code, settings or infrastructure made by the Customer or third parties without the Contractor’s involvement;
3. failures, changes of terms and discontinuation of third-party services (hosting, Telegram Bot API, App Store, Google Play, payment systems, APIs, CMS platforms), as well as new versions of operating systems and browsers released after acceptance. Adaptation to them is carried out under the Subscription or under a separate estimate;
4. Third-Party Components. The Contractor helps update them but is not liable for their defects;
5. the consequences of improper use, unpaid hosting or domain, or blocked or expired Customer accounts;
6. the circumstances referred to in cl. 17.

11.5.How to report. The Customer describes the Defect in a Communication Channel (what happened, steps to reproduce, screenshots, device) and provides the necessary access. The Contractor:

1. acknowledges receipt of the report within 2 Business Days;
2. starts remedying a critical Defect (the Result does not work or its main action cannot be performed: placing an order, booking, logging in) within 1 Business Day after acknowledgement and, as a rule, remedies it within 3 Business Days;
3. remedies other Defects within 10 Business Days or on an agreed schedule.

11.6.If diagnostics show that the problem is not a Defect, the Contractor informs the Customer of this and offers an estimate for the work. The first hour of diagnostics for each report is free.

11.7.The warranty applies on condition that the Price has been paid in full. Fixing a Defect does not extend the warranty period. The warranty does not mean uninterrupted operation of the Result and does not provide for compensation of losses beyond cl. 16.

11.8.Other spacebar guarantees (fixed price, the Customer’s ownership) are set out in cl. 5.3, 12 and 14. For a Consumer Customer, the warranties in this section apply in addition to statutory rights.

12.1.The code, design, mock-ups, texts written by the Contractor, graphics, databases and documentation forming part of the Result are objects of copyright (a computer program is protected as a literary work; Art. 6 of Law No. 2811-IX). Together, the “Result Works”.

12.2.Transfer of economic rights. The Parties establish an arrangement different from that provided by Art. 440(4) CCU and Art. 15(2) of Law No. 2811-IX: the exclusive economic rights to the Result Works pass to the Customer in full upon full payment of the Price under the relevant Estimate or Stage and acceptance of the Result (Stage) under cl. 8, whichever occurs later. The rights pass:

1. to the extent of all economic rights provided for by Art. 12 of Law No. 2811-IX and Art. 440 CCU, including the rights to reproduce, modify, adapt, translate, distribute, publicly display, make available interactively (online), use as part of other works, authorise or prohibit use by other persons, and register;
2. for the territory of the whole world;
3. for the entire term of the economic rights.

12.3.The Contractor’s remuneration for creating the Result Works and transferring the economic rights is included in the Price and is not paid separately (Art. 48(2) of Law No. 2811-IX).

12.4.Form of transfer. The transfer of rights is confirmed by an Acceptance Certificate listing the Result Works. The Parties sign it in written (electronic) form with a QES or by hand (Art. 48(2) of Law No. 2811-IX, Art. 1107 CCU). If the Result was accepted by deemed acceptance (cl. 8.4), the Contractor signs such an Acceptance Certificate at the Customer’s request within 5 Business Days after full payment.

12.5.Until full payment, the Customer receives a non-exclusive, royalty-free licence to use the Result solely for review and acceptance. A public launch before full payment is possible only with the Contractor’s written consent. If, after such a launch, payment is overdue by more than 10 Business Days after a reminder, the Contractor may revoke this licence by written notice.

12.6.Moral (personal non-property) rights belong to the author and are not transferable (Art. 11 of Law No. 2811-IX). The Contractor agrees that the author’s name need not be indicated in the Result. The Contractor places a “made at spacebar” credit in the footer or in the “About the app” section only with the Customer’s consent.

12.7.The Contractor warrants that it will acquire from its subcontractors the economic rights necessary for their transfer to the Customer under this section.

12.8.Third-Party Components. Rights to Third-Party Components remain with their right holders. The Components are used under their own licences (e.g. MIT, Apache-2.0, BSD, OFL). The Contractor:

1. adds a list of material Components and their licences to the documentation;
2. does not include, without the Customer’s consent, components under licences that require disclosure of the Customer’s code (e.g. GPL or AGPL used in a way that triggers this obligation);
3. registers paid licences (fonts, themes, stock assets) in the Customer’s name or transfers them to the Customer, where the licence terms allow it.

12.9.Contractor’s Background Materials. The economic rights to the Contractor’s Background Materials remain with the Contractor. If Background Materials are included in the Result, from the moment of full payment the Customer receives a non-exclusive, irrevocable, royalty-free (the remuneration is included in the Price) licence to use the Background Materials as part of the Result and products derived from it. The licence is valid worldwide for the entire term of the economic rights (the parties expressly set the term with regard to Art. 50(4) of Law No. 2811-IX). The licence includes the right to reproduce, modify and transfer the Background Materials together with the Result to the Customer’s successors, contractors and buyers of the Customer’s business. The Customer does not sell or distribute the Background Materials separately from the Result as a standalone product.

12.10.The Contractor may continue to use the general knowledge, skills, experience and methods gained during the Project, provided that no Confidential Information is disclosed and no Result Works are reproduced.

12.11.Portfolio. After launch, the Contractor may mention the Project and show non-confidential materials (screenshots, a brief description of the task, technologies, links, the Customer’s name and logo) on the Website, on its social media and in presentations. For this purpose, the Customer grants the Contractor a non-exclusive, royalty-free licence for such display. The licence does not apply if the Customer has objected in writing before or after launch. After an objection, the Contractor removes the materials from its resources within 10 Business Days. Confidential Information and personal data of the Customer’s users are never shown in the portfolio.

12.12.Customer Materials. The Customer grants the Contractor a non-exclusive, royalty-free licence to use the Customer Materials solely to provide the Services and, within the limits of cl. 12.11, for the portfolio.

12.13.Artificial intelligence tools. The Contractor may use AI-powered code and text generation and autocompletion tools under its own control and with review of the output. The Contractor transfers to the Customer all economic rights that arise for it in such fragments, including sui generis rights to non-original objects generated by a computer program (Art. 33 of Law No. 2811-IX), to the extent they arise. The Contractor does not warrant that every such fragment is an object of copyright, but warrants that it does not knowingly use other persons’ works in breach of their rights. The Contractor does not submit the Customer’s Confidential Information to AI services that use data to train models.

13.1.Confidential Information is non-public information of one Party received by the other in connection with the Agreement: business metrics, customer databases, access credentials, keys, passwords, code before its publication, the terms of the Estimate, plans.

13.2.The Party that has received Confidential Information uses it only to perform the Agreement and does not disclose it to third parties. The exception is subcontractors and advisers bound by a duty of confidentiality, to the extent they need it.

13.3.The obligation does not extend to information that: is or has become publicly available through no fault of the recipient; was already known to the recipient; was lawfully received from a third party; must be disclosed by law or by a court decision (with notice to the other Party, where permitted).

13.4.The confidentiality obligation applies during the term of the Agreement and for 3 years after its termination. In respect of access credentials, keys and passwords, it applies indefinitely.

13.5.After access is handed over (cl. 8.7, 15.7), the Contractor recommends that the Customer change passwords and keys. The Contractor deletes its copies of access credentials within 30 calendar days after the handover is confirmed.

13.6.At the Customer’s request, the Parties sign a separate non-disclosure agreement (NDA). It prevails over this section.

14.1.The Contractor undertakes to:

1. provide the Services professionally, in accordance with the Estimate and common development standards;
2. inform the Customer about the progress of work at least once a week during active Stages, as well as about risks to deadlines or quality;
3. keep the Customer’s access credentials and Materials secure;
4. hand over the Result, rights and access under cl. 8.7 and 12.

14.2.The Customer undertakes to:

1. provide Customer Materials, answers and approvals within the deadlines of the Estimate and in the agreed format;
2. appoint a contact person authorised to approve Stages;
3. pay for the Services and Third-Party Costs;
4. not order functionality that violates the law or the rights of third parties (spam mailings, unlawful data collection, unlicensed gambling, circumvention of protection, etc.).

14.3.Accounts. The domain, hosting, Apple Developer Program and Google Play Console developer accounts, the Telegram bot, analytics, advertising accounts, payment acquiring, the repository and other Project accounts are registered in the Customer’s name or in the name of its trusted person. The Contractor gets access through roles granted by the Customer (e.g. Admin or App Manager in App Store Connect, a role in Google Play Console, technical contact for the domain). If, by agreement and for the sake of speed, the Contractor temporarily registers an account in its own name, it transfers the account to the Customer within 5 Business Days after full payment, where the platform’s terms allow it. Platform fees are paid by the Customer.

14.4.Customer’s warranties regarding Materials and content. The Customer warrants that:

1. it holds the rights to the Customer Materials (photos, texts, logos, fonts, videos) and may provide them for the Project;
2. the content, prices, advertising claims and the activity for which the Result is created comply with the law (including the laws on advertising, consumer protection, language, and licensing of certain types of activity);
3. it complies with the rules of app stores and platforms (App Store Review Guidelines, Google Play policies, Telegram and Meta terms), including those on privacy policies, account deletion and data labelling.

14.5.Indemnity. The Customer indemnifies the Contractor for documented losses arising from justified third-party claims caused by the Customer’s Materials or content or by a breach of cl. 14.4. The Contractor indemnifies the Customer for documented losses arising from justified third-party claims that the Result (excluding Customer Materials and Third-Party Components) infringes their intellectual property rights.

14.6.Personal data of the Customer’s users. If, to provide the Services, the Contractor gets access to personal data of the Customer’s clients or users (bot database, CRM, orders), the Customer is their owner (controller) and the Contractor is their processor (Arts. 2, 4 of the Law of Ukraine “On Personal Data Protection”; Art. 28 GDPR, where applicable). The Contractor processes such data only on the Customer’s documented instructions, to the extent necessary for the Services, ensures their protection, does not engage other processors without notifying the Customer, and deletes or returns the data after the Services end. The Customer is responsible for the legal grounds for processing, the privacy policy of its product and informing its users. The Contractor may provide text templates but does not provide legal advice. At the Customer’s request, the Parties sign a separate data processing agreement (DPA).

15.1.Scope. Subscription plans and their contents are published on the Website or specified in the Estimate. The Subscription may include: hosting, domain renewal, backups, uptime monitoring, dependency and security updates, updates for new iOS and Android versions, maintenance of app store accounts, a report, and a certain number of hours of minor work per month. Unused hours do not carry over to the next month.

15.2.Period and payment. The billing period is a calendar month (or 30 days from the start date, if so specified in the Estimate). Payment is made in advance, before the start of the period, against an Invoice. The Subscription renews automatically for each subsequent period until cancelled.

15.3.Response time. Requests are accepted on Business Days from 10:00 to 18:00 Kyiv time. The Contractor responds to a critical incident (the website, bot or app is unavailable) within [4] business hours. 24/7 support is not included in the Subscription unless agreed separately.

15.4.Work beyond the included hours is charged at [____] UAH/hour and only after the Customer’s approval.

15.5.Cancellation by the Customer. The Customer may cancel the Subscription at any time by notice in a Communication Channel. The Subscription remains in effect until the end of the paid period. A Consumer Customer may, at its option, require termination from the day of the notice. In that case, the Contractor refunds part of the payment pro rata to the unused days of the period, less the cost of hours already used.

15.6.Termination by the Contractor. The Contractor may terminate the Subscription by giving the Customer 30 calendar days’ notice. If payment is more than 10 calendar days overdue, the Contractor suspends work under the Subscription after a reminder. The website, bot or app is not taken offline for at least 30 calendar days from the start of the delay. During this period, the Contractor offers to hand over hosting and access to the Customer under cl. 15.7.

15.7.Handover of access. If the Subscription ends for any reason, within 10 Business Days the Contractor hands over to the Customer: the domain authorisation code and access, the hosting project (by transfer to the Customer’s account or by export), the repository, backups, access to services. The Contractor helps with migration for up to [2] hours. The domain is always registered to the Customer as its owner (registrant). The Contractor may only be the technical contact.

15.8.Price change. The Contractor gives notice of a change in the Subscription price at least 30 calendar days in advance. The Customer may cancel the Subscription before the change takes effect without any penalty.

15.9.Warranty fixing of Defects (cl. 11) is free of charge and does not reduce the Subscription hours.

16.1.The Parties are liable for non-performance or improper performance of the Agreement in accordance with the laws of Ukraine and the Agreement.

16.2.Limitations for business Customers. In relations with Customers that are FOPs or legal entities:

1. the Contractor’s aggregate liability under the Agreement is limited to the amount actually paid by the Customer under the relevant Estimate, and for the Subscription — to the amount paid for the last 3 months;
2. the Contractor does not compensate lost profits or indirect losses (lost sales, leads, reputational losses);
3. the Contractor is not liable for business results (number of enquiries, search rankings, advertising effectiveness, app approval in a store), unless expressly guaranteed in the Estimate;
4. the Contractor is liable for data loss only where backups were part of the Services or the Subscription.

16.3.The limitations in cl. 16.2 do not apply to intentional breach (Art. 614(3) CCU), harm to life and health, or a breach by the Contractor, through its fault, of confidentiality (cl. 13) or personal data requirements (cl. 14.6).

16.4.Consumer Customer. The limitations in cl. 16.2 apply to a Consumer Customer only to the extent they do not contradict the Law of Ukraine “On Consumer Protection” (in particular Art. 18 on unfair terms).

16.5.The Customer is responsible for its content and for the lawfulness of its activity for which the Result is created.

16.6.The Contractor is not liable for decisions and actions of platforms and providers (Apple, Google, Telegram, Meta, hosting providers, registrars, banks), including rejection of an app or blocking of a bot or advertising account. If such a decision is caused by the Contractor’s code, the Contractor fixes the code free of charge.

17.1.A Party is released from liability for breach of the Agreement if it proves that the breach was caused by force majeure (Art. 617 CCU; Art. 14-1 of the Law of Ukraine “On Chambers of Commerce and Industry in Ukraine”). These include, in particular: hostilities, the introduction and continuation of martial law and related measures of public authorities, missile and drone strikes, prolonged air raid alerts, large-scale power, internet or communication outages, mobilisation of the Contractor or its engagement in defence duties, occupation, fires, natural disasters, large-scale cyberattacks on infrastructure.

17.2.Martial law in itself does not release a Party from performance. The Party invoking force majeure must show how exactly the circumstance made it impossible to perform a specific obligation in a specific period (causation).

17.3.A Party notifies the other of force majeure in a Communication Channel within 5 Business Days from the moment this became possible. Evidence may be a certificate of the Chamber of Commerce and Industry of Ukraine (CCI) or other evidence: official data on outages and alerts, call-up documents, certificates from public authorities. The Parties agree that a CCI certificate is not mandatory if the circumstance is confirmed by other evidence.

17.4.Work interruptions due to martial law. The Parties take into account that air raid alerts and outage schedules are ordinary working conditions under martial law, and therefore agree a separate rule. The Contractor’s deadlines are automatically extended by the total duration of documented power or communication outages and alerts during the Contractor’s working hours (from 10:00 to 18:00), if they exceed 4 hours in a Business Day. The discount under cl. 6.7 does not accrue for these periods.

17.5.The performance deadline is extended for the duration of the force majeure and a reasonable time to resume work. If force majeure lasts more than 60 calendar days, either Party may withdraw from the Agreement, with settlement under cl. 18.4.

17.6.If the Contractor cannot continue work (mobilisation, prolonged illness, another circumstance relating to the Contractor personally), the Contractor or its trusted person hands over to the Customer, within 10 Business Days, everything created for the paid Stages: code, mock-ups, access, documentation. Any unused prepayment is refunded. To make this possible, the Project code is stored from day one in a repository the Customer has access to, unless the Estimate provides otherwise.

17.7.The following are not force majeure: lack of funds, exchange rate fluctuations, breach of obligations by a Party’s counterparties (Art. 617(2) CCU).

18.1.The Customer may withdraw from the Agreement at any time by notifying the Contractor in a Communication Channel (Art. 907 CCU; Art. 849(4) CCU). In that case, the Customer pays for:

1. accepted Stages;
2. work on the current Stage in proportion to the scope actually completed (based on the Contractor’s report listing the work done);
3. Third-Party Costs incurred by agreement.

The Contractor refunds the difference between the amount paid and the amount under items 1–3 within 10 Business Days. At the Concept stage, cl. 7 applies.

18.2.The Contractor may withdraw from the Agreement by giving the Customer 5 Business Days’ notice if the Customer:

1. is more than 10 Business Days late with payment after a reminder;
2. does not respond for more than 90 calendar days (cl. 6.5);
3. demands actions that violate the law or the rights of third parties;
4. makes threats or insults against the Contractor.

Settlement is made under cl. 18.1.

18.3.The Parties may terminate the Agreement by mutual consent in a Communication Channel.

18.4.Upon termination of the Agreement, the economic rights to the paid parts of the Result pass to the Customer under cl. 12. The Contractor hands them over under cl. 8.7. The provisions on confidentiality, intellectual property, the warranty for the accepted Result, liability and dispute resolution survive termination of the Agreement.

18.5.The Consumer Customer’s rights to withdraw from the Agreement are set out in cl. 21.

19.1.The Agreement is governed by the law of Ukraine.

19.2.The Parties try to resolve any dispute through negotiation. A written claim is considered within 14 calendar days.

19.3.If the dispute is not resolved, it is heard by a court of Ukraine under the jurisdiction rules of the Civil Procedure Code or the Commercial Procedure Code of Ukraine. A Consumer Customer may bring an action in the court at its place of residence (Art. 28(5) of the Civil Procedure Code of Ukraine).

19.4.For non-resident Customers, disputes are heard by a court of Ukraine at the Contractor’s location, unless the Estimate or a separate agreement provides otherwise. A Consumer Customer residing in a member state of the European Union retains the protection of the mandatory rules of the law of the state of residence to the extent provided by Art. 6 of Regulation (EC) No. 593/2008 (Rome I).

19.5.The Offer is drawn up in Ukrainian. Translations are for information only. In case of discrepancies, the Ukrainian version prevails.

20.1.The Contractor processes the personal data of the Customer and its representatives in accordance with the Privacy Policy, the Law of Ukraine “On Personal Data Protection” No. 2297-VI and, where applicable, Regulation (EU) 2016/679 (GDPR).

20.2.Processing necessary to conclude and perform the Agreement is based on Art. 11(1)(3) of Law No. 2297-VI (and Art. 6(1)(b) GDPR) and does not require separate consent.

20.3.A Customer that is a legal entity or FOP warrants that it has informed its employees and representatives whose data it provides to the Contractor of such transfer and of the Privacy Policy.

20.4.Processing of personal data of the Customer’s users is governed by cl. 14.6.

21.1.The Agreement with a Consumer Customer is governed by the Law of Ukraine “On Consumer Protection” No. 1023-XII (as currently in force) and, if the Result is digital content or a digital service, the Law of Ukraine “On Digital Content and Digital Services” No. 3321-IX. If a term of the Offer contradicts mandatory provisions of these laws, the provisions of law apply. In particular, cl. 6.7 (cap on the penalty), 8.4 (deemed acceptance), 10.6 and 16.2 apply only to the extent they do not limit the consumer’s rights.

21.2.The information required by Art. 13(2) of the Law of Ukraine “On Consumer Protection” (the Contractor’s name and location, the procedure for accepting claims, the main characteristics of the Services, the price and payment terms, the procedure for terminating the Agreement, etc.) is provided by the Contractor in the Offer, the Estimate and the Contractor’s details (cl. 23) before the Agreement is concluded, and is confirmed in electronic form.

21.3.Right of withdrawal (14 days). A Consumer Customer may withdraw from the Agreement within 14 calendar days from the day the information under cl. 21.2 is confirmed (Art. 13(4) of the Law of Ukraine “On Consumer Protection”) by completing the form in Appendix 1 or sending a free-form statement to a Communication Channel. The Contractor refunds the amounts paid within [30] calendar days.

21.4.The Contractor starts work before the 14-day period expires only at the consumer’s express request recorded in a Communication Channel. If the consumer withdraws from the Agreement after such a start, cl. 7 applies: before the Concept is approved, 100% of the prepayment is refunded. After the Concept is approved, the consumer pays for the Services actually provided, pro rata, unless the law provides otherwise.

21.5.Consumer claims are considered within the periods set by the Law of Ukraine “On Consumer Protection”.

21.6.Service is provided in Ukrainian (Art. 30 of the Law of Ukraine “On Ensuring the Functioning of the Ukrainian Language as the State Language”).

22.1.The Parties recognise as legally significant messages sent from the accounts and addresses specified in the Estimate: email, Telegram, Instagram Direct. Messages from these accounts are deemed sent by the relevant Party. The exchange of such messages constitutes the written form of a transaction (Art. 207(1) CCU) for approving the Estimate (cl. 4.4), the Concept, Stages, Revisions, Changes of Scope and acceptance.

22.2.The Parties send notices of withdrawal from the Agreement, claims and the Acceptance Certificate for the transfer of rights (cl. 12.4) by email or sign them with a QES. Duplicating them in a messenger is desirable.

22.3.A message is deemed received on the day it is sent if it is sent on a Business Day before 18:00 Kyiv time; otherwise — on the next Business Day.

22.4.A Party notifies the other of any change in its contact details within 3 Business Days. The Parties keep the Project correspondence at least until the limitation period expires.

22.5.A Party whose account has been compromised immediately notifies the other Party of this via another Communication Channel. Until such notice, actions from the account are deemed actions of that Party.

23.1.The Parties may not transfer their rights and obligations under the Agreement to third parties without the other Party’s consent, except for the Customer’s transfer of rights to the Result after full payment.

23.2.The invalidity of any individual term does not entail the invalidity of the other terms (Art. 217 CCU).

23.3.The Parties are independent. The Agreement does not create an employment relationship, partnership or agency relationship.

23.4.The Agreement remains in effect until the obligations are fully performed. The Subscription remains in effect until cancelled.

23.5.The Contractor notifies the Customer of any change in its taxpayer status if this affects the Price.

To: FOP [FOP full name], [address], [email]

I hereby give notice that I withdraw from the Agreement for development services under Estimate No. ____ dated ________.

• Date of acceptance (payment): ________
• Consumer’s full name: ________
• Address / email for reply: ________
• Bank details for the refund (IBAN): ________
• Date: ________ Signature (for paper form): ________

ESTIMATE No. [__] dated [date] · valid until [date]
Customer: [full name / company name, code, contact] · status: consumer / FOP / legal entity / non-resident
Project: [name]
Scope (spec): [pages / screens / features / integrations], environment: [browsers, iOS ≥ __, Android ≥ __]
Stages and deadlines (business days): Concept — [__]; Design — [__]; Development — [__]; Launch — [__]
Price: [UAH ____] / equivalent [$____] at the NBU rate on the invoice date (cl. 5.2 of the Offer)
Payment schedule: [50/50 | 40/40/20 | 25/25/25/25]
Revision rounds: 2 per stage
Customer Materials and deadlines: [...]
Third-party costs (who pays): [domain, hosting, Apple $99/year, Google Play $25, ...]
Accounts in the Customer’s name: [domain, hosting, App Store Connect, Google Play Console, bot, repository]
Pilot Project: yes / no · discount [__]% · allowed to publish: [...]
Communication Channels: Customer [email, @telegram, @instagram]; Contractor [hello@spacebar-tech.com, @handle, @spacebar.it]
Special terms: [...]
This Estimate is made on the terms of the spacebar Public Offer, version No. 1 dated [date]: https://spacebar-tech.com/terms

1.1.The website https://spacebar-tech.com belongs to FOP [FOP full name] (brand spacebar). By using the Website, you agree to these Terms. If you do not agree, please do not use the Website.

1.2.Ordering the Services is governed by Part I (Public Offer). Data processing is governed by the Privacy Policy.

2.1.Information on the Website is of a general nature. “From” prices are indicative and are not an offer to enter into an agreement at that price (Art. 641(2) CCU). The final price is set by the Estimate.

2.2.Demo projects (e.g. a demo bot or a demo app) are marked as “demo” and show what a solution could look like. Do not enter other people’s real personal data in demos.

2.3.Case studies and reviews on the Website are published with clients’ consent. Result metrics are given according to the clients’ data at the time of publication.

3.1.The texts, design, alien mark, logo, illustrations, animations and code of the Website are objects of intellectual property rights of FOP [FOP full name] or are used under licence. [If registered: “spacebar” is a trademark under certificate No. ___.]

3.2.You may browse the Website, share links and quote small excerpts with a link to the source. Without written consent, it is prohibited to copy the design, texts or code of the Website for commercial use or to pass them off as your own.

You may not:

• send spam, malicious code or other people’s personal data through the forms without the right to do so;
• collect data from the Website automatically (scraping) in a way that creates load or infringes rights;
• attempt to gain unauthorised access to the Website, servers or accounts;
• use the Website for actions that violate the law.

By sending a brief, you confirm that you have provided your own data or have the right to provide the contact person’s data, and that the text of the brief contains no sensitive data (health data, passwords, payment card details). A brief is not an order and does not bind either party (cl. 4.1 of the Offer).

The Website contains links to Telegram, Instagram, app stores and other resources. We do not control them and are not responsible for their content or their data processing rules.

We try to keep the Website running without interruption but do not guarantee it: maintenance, provider failures and outages due to martial law are possible.

The Website is provided “as is”. To the extent permitted by law, we are not liable for losses arising from using the Website’s information as universal advice for your business. This limitation does not apply where liability cannot be limited by law, including with respect to consumers.

9.1.We may update these Terms by publishing a new version with a date. Agreements already concluded on the basis of the Offer are governed by cl. 1.6 of the Offer.

9.2.These Terms are governed by the law of Ukraine.

9.3.Questions about the Website: hello@spacebar-tech.com.

Version No. 1 dated [date].