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ClairyxStudio
WorkServicesApproachPricing
UARUEN
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CLEAR TERMS. BETTER COLLABORATIONS.

Public offer.

Clear terms for thoughtful collaborations. The scope, responsibilities and ground rules for working together.

Last updated: 23 September 2026
Good ideas deserve
clear terms.

The service provider

Sole proprietor Denys Vitaliiovych Vynnyk
Tax ID 3674603732

[email protected]
Agreed scope
Defined responsibilities
Direct communication
Documented handover
ON THIS PAGE
01General Provisions and Parties02Subject Matter of the Contract03Formation of the Contract by Payment04Performance of Work and Handover of the Deliverables05Price and Payments06Acceptance of the Deliverables and Performance Documentation07Cancellation of the Order and Refunds08Complaints, Corrections and Support09Intellectual Property10Confidentiality11Personal Data12Liability, Obstacles to Performance and Disputes13Changes to the Offer, Duration and Communications14Contractor's Particulars and Contact Details
Good questions

Let’s make
it clear.

Let’s build
01

General Provisions and Parties

1.1. Individual entrepreneur Vynnyk Denys Vitaliiovych (Винник Денис Віталійович), taxpayer identification number (RNOKPP) 3674603732, operating under the name Clairyx / Clairyx Studio, hereinafter the Contractor, offers to enter into contracts for website development and other IT services through acceptance of this offer in accordance with section 3. The party to the Contract is the individual entrepreneur (FOP) identified above, not a separate legal entity named Clairyx Studio.

1.2. The Customer may be an individual with the necessary civil legal capacity to act, an individual entrepreneur, or a legal entity, including a limited liability company. The same offer and the same procedure for agreeing the task, payment, performance and acceptance apply to all Customers. The Customer's representative acts within the scope of their authority; the Contractor may request the necessary evidence of that authority.

1.3. This offer does not restrict any rights that the law mandatorily grants to the Customer. Where an individual orders a website or other services for personal needs unrelated to business activities or the performance of an employee's duties, the mandatory safeguards of consumer protection legislation additionally apply to that order. This does not require a different offer or a separate contract.

1.4. An Order is the set of individual terms for a particular project, stage or service period: the task, the scope and characteristics of the deliverables, deadlines, price and payment schedule. These terms are recorded in the invoice and, where necessary, in the technical specifications, package description, estimate or electronic correspondence expressly referenced in the invoice. An Order does not necessarily take the form of a separate document. Deliverables means the materials, program code, configurations, documentation or other agreed results created or provided under an Order.

1.5. Upon acceptance, this offer, together with the individual terms of the Order, constitutes the Contract between the Contractor and the Customer. Its content is fixed in the version provided to the Customer before payment in accordance with section 3. Depending on the task, the Contract may combine terms on the provision of services, the performance of work, and the commissioned creation and use of copyright works. The applicable provisions of Ukrainian law govern the relevant parts.

1.6. The individual terms specify the details of this offer. Any departure from its general provisions must be expressly and clearly agreed before acceptance or as a subsequent amendment to the Contract. An invoice or message from the Contractor cannot unilaterally amend a Contract that has already been concluded. Mandatory legal requirements prevail over any terms that conflict with them.

02

Subject Matter of the Contract

2.1. The Contractor undertakes to perform the agreed Order, and the Customer undertakes to provide the necessary cooperation, accept proper performance and make payment on the agreed terms.

2.2. Subject to separate agreement, services may include website development, modification and technical support; web interface and back-end programming; API development and integrations; process automation; work with data; Telegram bot development; software system configuration; technical consulting and support.

2.3. A package name, for example “Start” (“Старт”), is a commercial designation. The specific scope, number of pages, features, integrations, revisions, deadlines and price are defined in the Order. Before accepting it, the Customer is provided with the applicable version of the package description in a form that can be saved. Subsequent changes to the description on the website do not change the scope already agreed.

2.4. Domain registration, hosting, paid licences, content purchases, website content population, advertising, search engine optimisation, legal review of content, ongoing monitoring and subsequent maintenance are included only where expressly specified in the Order. Any necessary third-party expenses and the person responsible for paying them are also agreed in advance.

2.5. Creating a technical integration does not mean that the Contractor provides payment, banking, investment, brokerage, exchange or asset custody services. Activities requiring a special permit are not covered by this offer without appropriate legal grounds and separate agreement.

03

Formation of the Contract by Payment

3.1. Before payment, the Contractor and the Customer agree the following in the invoice and the electronic materials linked to it:

  • the Customer's identity, necessary particulars, representative and working contact details;
  • the subject matter, scope and characteristics of the Deliverables, materials to be handed over, technical environment and verification criteria;
  • deadlines or a clear method for calculating them, stages, required materials and access;
  • the total price, included taxes, the initial payment amount and the subsequent payment schedule;
  • agreed third-party expenses, components, support and any departures from the general terms of this offer.

A package name without an accessible description of its contents is insufficient to define the scope of the Order.

3.2. The Contractor sends an invoice stating its number and date, the Contractor's and the Customer's particulars, a specific description of the services, the amount, the notation “No VAT”, the payment deadline and a link to this offer identifying its version. The invoice, together with the materials expressly referred to in it, must make it possible to determine the terms listed in clause 3.1. For a legal entity, its name and EDRPOU code are stated; for an individual entrepreneur, their full name and tax identifier; for an individual, their full name and necessary contact details. Unnecessary personal data is not requested. Before making payment, the Customer has the opportunity to review all the terms, save them and report any errors.

3.3. Acceptance of this offer occurs when the Customer pays the invoice in full or makes the initial payment in the amount expressly specified in the invoice and the agreed schedule. Such payment signifies full acceptance of this offer and the individual terms of the relevant Order. The Contract is concluded when that payment is credited to the Contractor's business bank account, subject to the mandatory requirements as to the form of the relevant legal transaction set out in clause 9.12. Subsequent payments under the same Order constitute performance of the Contract already concluded, not acceptance of a new version of the offer. Browsing the website, requesting a price, negotiations or silence alone do not constitute acceptance.

3.4. The Customer is the person identified in the invoice who accepts its terms and this offer. Where the invoice is issued to an individual entrepreneur or a legal entity, the Contract is concluded with that person or entity, not with the employee, director or other individual conducting the correspondence. Payment by a third party is permitted subject to prior agreement with the Customer that establishes the Customer's intention to accept the Contract and makes it possible to identify on whose behalf and under which invoice the payment is made. The payer does not become the Customer or acquire rights to the Deliverables merely by making payment.

3.5. For acceptance under clause 3.3, there is no general requirement to enter into another paper contract, exchange a separately signed Order or prepare a completion certificate signed by both parties in advance. The parties agree to use electronic communications and retain the content of the Contract in a reproducible form. Separate documentation of arrangements concerning economic rights is used only where necessary and in accordance with clauses 9.10–9.13, not automatically for every Order. Mandatory requirements as to the form of legal transactions and primary accounting documents remain applicable in accordance with clause 9.12 and section 6.

3.6. A payment made after the invoice has expired, a payment for which the Order cannot be identified, or an amount that does not match the agreed initial payment requires clarification. The Contractor does not begin work that has not been agreed or change the terms retrospectively. The Contractor requests clarification no later than two business days after receiving payment. If the Order is not confirmed within five business days after that request, the funds are refunded no later than 14 calendar days after receipt, unless the law requires an earlier refund. A mistaken payment does not constitute agreement to an arbitrary order.

3.7. Before payment, the Contractor provides the Customer with a fixed copy of the applicable offer, the invoice and the Order materials in a format that allows them to be saved and reproduced without changes to their content. After receiving payment, the Contractor sends confirmation that the Contract has been concluded, identifying the invoice, amount, Customer and applicable version of the offer. For orders for personal needs, this includes the necessary pre-contractual information about performance, guarantees, complaints and withdrawal from the Contract. A link alone to a webpage whose content can be changed does not replace retention of the agreed version.

3.8. Any change to the scope, price, deadlines or other agreed terms requires the parties' express agreement before that change is implemented. Additional work may be agreed by payment of an additional invoice, provided that, before payment, the changes and a reference to the main Order are clearly set out in that invoice and the accompanying materials. Operational clarifications may be made through the agreed correspondence where the participants and the substance of their agreement can be established. For amendments concerning legal transactions subject to mandatory form requirements, the relevant legal requirements remain applicable. Updating the website or the Customer's silence does not signify agreement to additional charges or less favourable terms for the Customer.

04

Performance of Work and Handover of the Deliverables

4.1. The Contractor begins performance after acceptance, receipt of the agreed advance payment and receipt of the necessary materials and access. The deadline or the method for calculating it is specified in the Order. A separate agreement on economic rights is not an automatic condition for starting every Order. Where the mandatory requirements of clause 9.12 apply to a particular legal transaction, the required formalities are completed before the relevant performance, with notice to the Customer under clause 9.11. The relevant work does not begin until those requirements have been met; the parties agree on a lawful method of formalisation or termination of the relevant part of the Order, with settlement under section 7. This does not entitle the Contractor to postpone performance indefinitely or retain payment for work that has not begun. Clause 7.6 applies when beginning performance of an order for personal needs before the withdrawal period expires.

4.2. The Customer provides materials, accurate information, access and answers to reasonable requests in a timely manner. Access is limited to the minimum necessary; separate accounts and secure methods of transfer are used where possible. For work on an existing system, the parties determine backup procedures and the persons responsible in advance.

4.3. Where performance depends on an overdue action by the Customer or an agreed change to the task, the Contractor reports the specific obstacle and its impact. Deadlines are adjusted in accordance with the demonstrated impact and an agreed updated schedule. This does not entitle the Contractor to postpone performance indefinitely or demand an additional fee that has not been agreed.

4.4. The Contractor independently organises their activities and may engage other specialists unless otherwise provided in the Order. The Contractor remains responsible to the Customer for those specialists' performance, confidentiality, lawful access to data and proper formalisation of the necessary economic rights.

4.5. The Deliverables are handed over by the method specified in the Order: through a repository, archive, link, email, account, test environment or production environment. The readiness notice must make it possible to identify the version, the contents handed over and the verification procedure. A notice alone, without actual access to the agreed Deliverables, does not constitute handover.

4.6. Before final settlement, the Customer is given sufficient opportunity to verify performance, including through test access or a demonstration. Final handover of source files and access to the Deliverables created by the Contractor takes place after the agreed payment, unless the Order specifies a different sequence. Access, data and materials already belonging to the Customer may not be arbitrarily blocked, deleted or withheld as a means of pressure.

05

Price and Payments

5.1. The price, the initial payment amount and the deadlines for subsequent payments are specified in the Order and the invoice. The advance payment is credited towards the total price. Without a separate arrangement formalised in accordance with the law, it is not earnest money, a penalty or an unconditionally non-refundable payment.

5.2. Payments under this offer are made in Ukrainian hryvnias by bank transfer to the Contractor's current account opened for business activities, using the IBAN stated in the invoice. Other monetary payment methods require separate agreement and compliance with the applicable rules. This offer does not provide for barter, set-off or payment in virtual assets.

5.3. The payment reference states the specific services, invoice number and, where necessary, the package name. For website development, the recommended wording is: “Payment for website development services under invoice No. …, ‘Start’ (‘Старт’) package, pursuant to the public offer, no VAT”. For an advance payment, “Advance payment” is used instead of “Payment”. A link to the offer may be added if the payment form permits. Payment is deemed received on the date the funds are credited to the Contractor's account. Bank fees and their allocation may not be used to conceal an increase in the agreed price.

5.4. The Contractor is a third-group single tax payer at a rate of 5 % and is not registered for VAT. Prices under this offer are stated without VAT; taxes and levies paid by the Contractor on their income are included in the agreed price and are not charged separately in addition to it. The Contractor promptly informs the Customer of any change in tax status and prepares the appropriate documents. Such a change does not, by itself, permit a unilateral increase in the total price already agreed.

5.5. The Contractor pays the taxes and levies payable on their business income in accordance with the law. At the Customer's reasonable request, the Contractor provides information or documents concerning state registration and tax status. The Contract does not waive the parties' obligations as tax agents where those obligations are expressly imposed by law.

5.6. Where possible, paid third-party services and licences are arranged in the Customer's name and paid for directly by the Customer. If the Contractor is to make payment, the parties agree in advance on the supplier, the amount or limit, the nature of the expenses and the conditions for their refund. The same expense cannot both be included in the price of the work and charged separately a second time.

5.7. If an agreed payment is overdue, the Contractor may, after giving notice, suspend the part of the Order not yet performed to the extent permitted by law. Suspension does not entitle the Contractor to damage an existing website, destroy data or discontinue services already paid for without proper grounds.

06

Acceptance of the Deliverables and Performance Documentation

6.1. The Customer checks the Deliverables actually handed over for conformity with the Order and reports acceptance or specific defects through the agreed communication channel. The usual verification period is five business days after receipt of the Deliverables and the readiness notice, unless the Order specifies another period. This period is intended to organise acceptance, not to cancel guarantees or other statutory rights.

6.2. Comments must make it possible to identify non-conformity with the agreed requirements; where possible, a description of how to reproduce the error, a link or an image is provided. New features that have not been agreed are not defects. However, the absence of technical terminology in a complaint is not grounds for disregarding a justified complaint.

6.3. If the Customer has not reported any non-conformities within the period specified in clause 6.1, the Deliverables actually handed over are deemed accepted for the purposes of further payments and subsequent stages, in respect of the characteristics that could have been checked. The Contractor must have evidence of handover and of a genuine opportunity for the Customer to verify the Deliverables. This rule does not substantiate anything that has not been handed over or performed, does not waive claims concerning hidden defects, and does not restrict the Customer's mandatory rights. Where the law does not permit this rule to apply to a particular claim, the law applies.

6.4. The Contractor remedies non-conformities for which they are responsible at no additional charge within an agreed reasonable period, subject to mandatory statutory deadlines. Following correction, re-verification covers the corrected part and its effect on the agreed functions. Acceptance of the Deliverables and preparation of documents do not terminate mandatory guarantees.

6.5. The parties expressly agree on the following procedure for documenting performance: the Contractor prepares and sends the Customer a primary accounting document recording services actually provided or work actually performed — a completion certificate, an invoice documenting performance, or another appropriate document. Where the conditions of clause 6.6 are met, the document is prepared without the position, surname and personal signature of the responsible person on the Customer's side; there is no requirement to return a copy executed by both parties to the Contractor. This document confirms performance rather than forming a new contract.

6.6. The procedure in clause 6.5 that omits the particulars of the Customer's responsible person applies provided that the Contract satisfies the requirements for written form, including proper electronic form, and the requirements of part two of article 9 of the Law of Ukraine “On Accounting and Financial Reporting in Ukraine”. The document contains the prescribed mandatory particulars, the date or period of the transaction and the appropriate signature of the responsible person on the Contractor's side; the business transaction is recorded in the accounting records in the period in which it actually occurs by each party that is required by law to maintain such records. The mere inclusion of this provision does not replace compliance with those requirements.

6.7. The simplified procedure does not apply to statutory exceptions, including transactions financed from public funds, the lease of state or municipal property, construction contracts, design and survey work, donations, charitable aid or humanitarian aid. Where other documentation is required by law or has been agreed by the parties in advance, the relevant documents are prepared. The Customer's request for a completion certificate does not, by itself, make that certificate a mandatory condition for the initial acceptance of the offer. The Customer informs the Contractor before payment of any applicable special rules known to the Customer.

6.8. An advance payment invoice and a bank statement do not, by themselves, confirm that services have already been provided. Calling a document an “invoice” does not exempt it from the requirements as to the content and particulars of a primary accounting document. Preparing an accounting document also does not deprive the Customer of the right to demonstrate actual non-conformity in performance.

07

Cancellation of the Order and Refunds

7.1. The Customer may cancel further performance by sending a notice using the contact details in section 14. Information sufficient to identify the Order, payment and person making the request is enough; a separate paper application form is not required. The general settlement rules below apply only to the extent that they do not conflict with the Customer's mandatory statutory rights.

7.2. If the Customer cancels before work begins, the advance payment is refunded after deducting only third-party expenses that were expressly agreed in advance, actually incurred, documented and objectively non-refundable, and only where such a deduction is permitted by law. No payment is charged for work that has not begun. Clause 3.6 applies to mistaken or unagreed payments.

7.3. After performance has begun, settlement is made for the scope actually and properly performed and agreed non-refundable third-party expenses, subject to clauses 7.4–7.7. The amount is determined using the agreed stages, units or rates, without arbitrary revision of the estimate. The Contractor provides a calculation and supporting evidence; the unused part of the advance payment is refunded. The Customer receives the separable Deliverables that have been paid for and the rights to them in accordance with section 9. If the law grants a right to a full refund or another more favourable remedy, this rule requiring payment for the actual scope performed does not limit that right.

7.4. Where cancellation results from a breach by the Contractor, settlement takes account of the nature of the breach and the remedies provided by law. This section does not authorise charging for improper performance or performance not handed over, contrary to the law.

7.5. For an order placed by an individual for personal needs, the right under article 13 of the Law of Ukraine “On Consumer Protection” No. 1023-XII to give notice of withdrawal from a distance Contract without stating reasons within 14 days of proper confirmation of the pre-contractual information is preserved in the cases specified by law. If the confirmation does not satisfy the legal requirements, a 90-day period applies in the cases provided by law; if the information is corrected during that period, the period is 14 days from receipt of the corrected confirmation. Exceptions apply only where all the legal grounds are actually present, not merely because of the name of a service or package.

7.6. Where an individual orders for personal needs and asks for performance to begin before the withdrawal period expires, the Contractor first obtains the individual's separately expressed request or consent through the agreed electronic channel and provides notice of the consequences prescribed by law. No separate paper contract is required for this. Payment alone is not treated as a waiver of the right to a refund. In the absence of such a request or consent, performance begins after the relevant period expires, taking account of the agreed schedule. The words “individual”, “digital” or “service” do not, by themselves, make payment non-refundable.

7.7. Where the Law of Ukraine “On Digital Content and Digital Services” No. 3321-IX applies to a particular order, its mandatory requirements concerning the supply and conformity of digital content or services, necessary updates and remedies are complied with. Depending on the legal grounds, these include bringing the content or service into conformity, reducing the price or withdrawing from the Contract with the corresponding settlement. The terms of this offer do not shorten statutory periods or guarantees.

7.8. The Contractor refunds the amounts due for refund, at least to the extent that they are undisputed, no later than 14 calendar days after receiving the cancellation or withdrawal notice or a substantiated demand, unless the law provides for an earlier deadline. Reviewing a complaint or discussing the disputed part does not postpone this deadline. The refund is made to the account from which payment was received, or by another lawful agreed method after verifying the proper recipient. The consumer's statutory rights concerning the refund method and a refund free of charge are preserved.

7.9. Upon termination of the Contract, the parties agree on the return of materials and data, termination of unnecessary access and further use of the Deliverables handed over in accordance with the amounts paid and the scope of rights. Mandatory rules requiring the return to a consumer of content supplied by that consumer prevail.

08

Complaints, Corrections and Support

8.1. Complaints are accepted by email, through the agreed Telegram contact, or in writing at the address in section 14. The complaint should preferably state the Order number, describe the issue and specify the remedy sought. Failure to use a particular form convenient for the Contractor is not grounds for refusing to consider the complaint.

8.2. The Contractor provides a substantive response no later than 10 business days after receiving the complaint or request. If additional information is needed to resolve the matter, the Contractor explains promptly what is required. This period does not extend statutory deadlines for refunds, remedying defects or satisfying other claims.

8.3. Warranty remedies for defects for which the Contractor is responsible are distinct from further website development and paid technical support. New features, changes to an agreed design, integrations and adaptation to new third-party requirements are paid for separately, unless they are already included in the Order or are the Contractor's obligation under the law.

8.4. The duration, service hours, scope and price of ongoing support are determined separately. Website development alone does not establish unlimited round-the-clock service. However, the end of the agreed support period or the five-day acceptance period does not terminate mandatory guarantees or liability for defects.

09

Intellectual Property

9.1. This section governs rights to original works created specifically in performance of a particular Order, including program code, design layouts, texts and documentation. Their purpose, characteristics and scope are specified in the invoice and the related Order materials. At handover, the Contractor additionally identifies what has been created by reference to a repository and version, an archive, a file list or another unambiguous method. Rights to all the Contractor's future works outside this Order are not transferred.

9.2. For works created individually in performance of the Order, the parties establish the following arrangement: economic rights under copyright, to the extent specified in clause 9.3, pass to the Customer after the relevant work has been created and the price of the Order or a separately agreed stage has been paid in full, unless the Order terms expressly specify a different time, subject to compliance with the mandatory requirements of clause 9.12. Rights do not pass before they arise. A separate contract, addendum or instrument of transfer of rights is not required as an additional mandatory document for every such transfer. The absence of a separate document does not, by itself, cancel rights acquired by the Customer under the law or a duly concluded Contract.

9.3. Unless the parties agree on a different scope, the transfer covers the economic rights to use the relevant original work; authorise and prohibit its use; reproduce and store it, including on servers; modify, adapt, translate, integrate it and create derivative versions; distribute copies; disclose it to the public and make it available interactively over the Internet; grant licences and subsequently assign the acquired rights. The territory is all countries worldwide; the duration is the entire term of the relevant economic rights. Rights are exercised in compliance with the law.

9.4. The total price stated in the invoice and the agreed Order constitutes the single contractual remuneration for the agreed performance, including creation of the Deliverables and the transfer of economic rights provided for in this section. No additional remuneration above that price is charged for such transfer. For a separately paid stage, the relevant remuneration is included in the price of that stage. If the parties choose another model instead of a transfer of rights, including a licence only to a finished product, this is expressly agreed before payment, specifying the subject matter, permitted uses, territory, duration and remuneration.

9.5. Personal non-economic rights (moral rights) remain with the authors and are not assigned. The arrangements for attribution, where needed for a particular work, are agreed without the author waiving inalienable rights. The Contract does not require placement of a promotional link to Clairyx Studio.

9.6. Pre-existing libraries, templates, tools and other components owned by the Contractor that are not developed exclusively for the Customer are not automatically assigned. Their list or a method of clearly identifying them, and their terms of use, are agreed before they are included in the Deliverables. The Customer is granted the scope of rights necessary for the agreed use of the Deliverables, without hidden restrictions or additional charges that have not been agreed. The Contractor may not arbitrarily declare all individually created code to be their “own template” after performance.

9.7. Rights to third-party components — including open-source libraries, CMS platforms, fonts, images and paid plugins — are governed by the licences of their rights holders. Before their use is agreed, the Contractor informs the Customer of material restrictions, charges, attribution notice requirements or source code disclosure requirements. Where necessary, a list of those components and their licences is attached to the Order. Third-party rights are not represented as the Customer's exclusive rights.

9.8. The Contractor ensures proper grounds for transferring the promised rights, including formalising arrangements with the authors engaged. The Customer ensures lawful grounds for use of the materials they supply and grants the Contractor only the permission necessary to perform the Order.

9.9. The Contractor may use general professional knowledge, experience and ideas without disclosing confidential information or infringing the Customer's rights. Publication of the project's name, logo, images or description in a portfolio is permitted only with the Customer's prior agreement and with respect for the rights of others.

9.10. A separate agreement or addendum concerning economic rights is not automatically prepared for every Order. Such a document is entered into only where needed: at the Customer's request as agreed by the parties, to establish special terms concerning rights, or where the formalities required by law cannot be properly completed within this Contract. The relevant need and the terms of the document are communicated to the Customer in advance and agreed by the parties under clause 9.11. A request for an additional document does not, by itself, change the scope of work, price or deadlines already agreed.

9.11. If the Customer requires special terms concerning rights or documents to satisfy internal requirements, the Customer informs the Contractor before paying for the relevant Order. The Contractor informs the Customer before payment of any known need for special formalities; if that need is identified later, the Contractor gives notice promptly after identifying it and before the relevant performance. The notice states the grounds, the works and issues to be addressed, and the proposed method and timeframe for formalisation. The parties agree the terms before they are applied. The Contractor's notice alone does not replace the Customer's consent to new terms or permit a unilateral demand for an additional payment.

9.12. The fact that a separate document is not mandatory does not waive the requirements as to the form of the legal transaction itself. Contracts for the commissioned creation and use of copyright works, and other legal transactions concerning economic rights under copyright, must satisfy the requirements for written form, including proper electronic form, in accordance with article 1107 of the Civil Code of Ukraine and article 48 of the Law of Ukraine “On Copyright and Related Rights”, except for exceptions expressly provided by law. These requirements may be met within this same Contract without duplicating the terms in another document; the electronic formalisation method provided for by law must actually be implemented. Payment of an invoice alone is not treated as an electronic signature. The need to comply with legal requirements does not depend on whether the Customer requested a separate document or the Contractor sent a notice. The absence of such a document or notice does not mean that the Customer has waived rights acquired under the law or a duly concluded Contract.

9.13. Preparation of additional documents using the Customer's individual templates or internal requirements, translations or other assistance not included in the Order is undertaken only after agreement on the scope, deadlines and, where applicable, price. The Customer's request does not, by itself, create an obligation to perform that additional scope. This rule does not apply to documents and actions required by law or necessary for proper performance of the Contractor's obligations already agreed. Formalisation or confirmation of rights already paid for cannot justify charging again for the same rights or withholding Deliverables due to the Customer contrary to the Contract or the law.

10

Confidentiality

10.1. The parties do not disclose non-public commercial information, code, personal data, passwords, access keys or other information received for performance of the Contract whose confidential nature is identified or objectively apparent from the circumstances. Such information is used only for performance of the Contract, necessary record-keeping and lawful protection of rights.

10.2. Disclosure is permitted to the minimum necessary extent to persons involved in performance who are bound by confidentiality obligations, or on an appropriate lawful basis. Where possible, a party gives notice of compelled disclosure unless prohibited by law.

10.3. The restrictions do not apply to information that has become public without breach of the Contract, was previously lawfully known to the recipient, or was independently obtained by the recipient on a lawful basis. The duty to protect confidentiality continues after the cooperation ends for as long as grounds for such protection exist.

11

Personal Data

11.1. The Contractor processes the necessary contact, identification and payment-related data of the Customer and their representatives to prepare and perform the Contract, communicate, maintain records, fulfil legal obligations and lawfully protect their interests. An appropriate legal basis applies to each purpose; acceptance does not signify unrestricted consent to any processing or advertising.

11.2. Information about the Contractor as the data controller is provided in section 14. The data categories, purposes, legal bases, recipients, retention rules and exercise of rights are also described in the Privacy Policy. Its provisions apply only to the extent consistent with the law and actual processing and do not expand the subject matter of the Order.

11.3. The Contractor limits the data to what is necessary, applies appropriate safeguards and retains the data no longer than required for the relevant lawful purpose and mandatory retention periods. A data subject may make requests concerning access, rectification, objection and other statutory rights, including to the Ukrainian Parliament Commissioner for Human Rights or a court.

11.4. If performance requires access to the personal data of users of the Customer's website, the materials forming part of this same Contract specify, before access is provided, the parties' roles, the purpose and limits of processing, data categories, the Customer's instructions, security measures, conditions for involving other persons, incident notifications and procedures for returning or deleting data. Statutory requirements for written, including electronic, documentation of the authorisation to process data are met. Test data or properly anonymised data is used until those terms have been determined. The offer does not authorise arbitrary use of the Customer's client databases.

11.5. Transfers of data to foreign recipients or use of foreign services take place in compliance with the applicable lawful grounds and safeguards. Mentioning Telegram, cloud storage or another service does not, by itself, replace compliance with these requirements.

12

Liability, Obstacles to Performance and Disputes

12.1. The parties are liable for breach of the Contract in accordance with the law and the agreed terms. No provision excludes liability for an intentional breach or restricts the consumer's mandatory rights.

12.2. The Contractor is responsible for the agreed quality of their performance. The Contractor does not promise any particular profit, number of sales, traffic or search rankings without a separate express commitment. The Customer is responsible for the lawfulness of the materials they provide and their own activities; this does not release the Contractor from liability for their own unlawful acts.

12.3. Hosting failures and failures of third-party APIs or other services are assessed in light of the specific circumstances and the allocation of responsibilities. Referring to a third party does not release the Contractor from the consequences of their own integration error, inappropriate choice of solution or failure to provide agreed support.

12.4. Extraordinary and unavoidable circumstances are taken into account only to the extent that they actually made particular performance impossible. The affected party reports the obstacle and its impact without unjustified delay and provides appropriate evidence. The mere existence of war, a power outage or a lack of funds does not automatically release a party from all obligations. Questions of deadlines and liability are resolved under the law; obligations to make the appropriate financial settlements do not automatically cease.

12.5. The Contract is governed by Ukrainian law. The parties seek to resolve disagreements through negotiations; submitting a complaint does not prevent a party from seeking judicial protection immediately. Jurisdiction and venue are determined by law, while preserving the consumer's statutory right to choose a court.

13

Changes to the Offer, Duration and Communications

13.1. The offer applies to new Orders from the stated publication date. A particular Contract is governed by the version expressly identified in the invoice and provided to the Customer before acceptance, not by any later version of the webpage. Changes to the terms of that Contract require agreement under clause 3.8, except where expressly provided by law. If the version is omitted from the invoice by mistake, it is determined from the saved copy of the terms actually provided before payment; this does not entitle the Contractor to retrospectively choose a version more favourable to them.

13.2. The Contractor retains previous versions referenced by current Orders and provides the relevant copy to a party to the Contract upon request. Updating the webpage does not, by itself, change the agreed price, scope, rights or obligations of the parties.

13.3. The Contractor's main contact details are provided below; the contact details of the Customer and their authorised representatives are specified in the Order. The parties promptly report changes to those details or loss of access. Significant notices are sent by a method that allows the recipient, content and receipt to be verified; a message from an unknown account may require verification.

13.4. Unless otherwise stated in the Order, business days for contractual time periods are Monday to Friday; a period begins on the day following the relevant event. Mandatory rules for calculating statutory time periods prevail. Agreed exact deadlines are determined using Kyiv time.

13.5. The Contract remains in effect until the relevant Order has been performed or lawfully terminated. Terms concerning payments, economic rights, confidentiality, data and liability continue to apply to the extent that they are intended to survive termination. The invalidity of an individual term does not automatically invalidate the remaining terms, unless otherwise required by law or the substance of the arrangement.

14

Contractor's Particulars and Contact Details

Contractor: Individual entrepreneur Vynnyk Denys Vitaliiovych (Винник Денис Віталійович).
Taxpayer identification number (RNOKPP): 3674603732.
Trading name: Clairyx / Clairyx Studio.
Tax address: Ukraine, 61110, Kharkiv Region, city of Kharkiv, Saltivske Shose, building 106A.
Place of state registration of the individual entrepreneur: the same as the tax address.
Actual place of residence of the individual entrepreneur: the same as the tax address.
Email for orders and complaints: [email protected].
Telegram: @kirinluck.
Website: clairyx.studio.
Offer URL: clairyx.studio/offer/.
Tax status: third-group single tax payer, rate 5 %, not registered for VAT.
Registered activity corresponding to website development: KVED 62.01 “Computer programming”.
Bank details: the Contractor's current business account with the IBAN specified in the invoice for the relevant Order.

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