Request a ConsultationVersion 1.0 — effective from 10 September 2026
This document is an official, public and binding offer (the “Offer”) addressed by PT78 to any legal entity or individual entrepreneur (the “Client”) to enter into an agreement for the provision of digital marketing services on the terms set out below. Acceptance of this Offer creates a binding agreement between the Client and PT78 (the “Agreement”) without the need for a separate signed document.
1. The Provider
- Trading name: PT78
- Legal entity: Ivan Hrebinchenko, individual entrepreneur registered in Ukraine (“Provider”, “we”)
- Correspondence address: Poznańska 37, 00-689 Warsaw, Poland
- Email: info@pt78.space | Telephone: +48 575 416 626
Registration and tax details are stated in each Order Form and invoice.
2. Definitions
- Services — the digital marketing services described in clause 4 and specified in an Order Form.
- Order Form — a proposal, statement of work, quotation or written confirmation (including by email) that identifies the specific Services, scope, timeline and fees for the Client. Each Order Form incorporates this Agreement.
- Deliverables — the materials created by the Provider for the Client under an Order Form, such as websites, landing pages, copy, creatives, reports and campaign assets.
- Client Materials — content, data, trademarks, credentials and other materials supplied by the Client.
- Business Hours — Monday to Friday, 09:00–18:00 Central European Time, excluding public holidays.
3. Acceptance and Formation
3.1 The Client accepts this Offer by any of the following, whichever occurs first: (a) signing or confirming an Order Form in writing, including by email; (b) paying an invoice issued under an Order Form, in whole or in part; or (c) instructing the Provider to begin work and permitting work to commence.
3.2 Acceptance constitutes full and unconditional agreement to this document. Partial acceptance is not permitted.
3.3 This Agreement is concluded between businesses. The Client confirms that it acts in a professional or commercial capacity and not as a consumer.
3.4 Where the Client and the Provider sign a separate individually negotiated contract, that contract prevails over this Agreement to the extent of any conflict.
4. Scope of Services
4.1 The Provider offers, among others:
- search engine optimisation and technical SEO;
- website and landing page design, development and optimisation;
- paid advertising strategy and management across search, social and programmatic channels;
- email outreach and lead generation campaigns;
- marketing analytics, tracking implementation and reporting;
- marketing consulting, audits and strategy.
4.2 The Services actually provided to the Client, their scope, volume, deadlines and fees, are defined exclusively in the applicable Order Form. Anything not expressly stated in an Order Form is out of scope.
4.3 The Provider may engage subcontractors and freelance specialists to perform part of the Services and remains responsible for their work.
5. Provider’s Obligations
5.1 The Provider shall perform the Services with reasonable skill and care, in a professional manner, and in accordance with the Order Form.
5.2 The Provider shall respond to Client enquiries received during Business Hours within four (4) Business Hours.
5.3 The Provider shall provide reporting at the frequency stated in the Order Form and, in the absence of a stated frequency, monthly.
5.4 The Provider shall assign a point of contact responsible for the engagement.
5.5 The Provider shall notify the Client without undue delay of any circumstance likely to affect agreed deadlines.
6. Client’s Obligations
6.1 The Client shall:
- provide, promptly and in usable form, all Client Materials, information, briefs, approvals and access required for the Services, including access to hosting, domain registrars, advertising accounts, analytics and CRM systems;
- nominate one person authorised to approve deliverables and give instructions;
- review and respond to requests for feedback or approval within five (5) Business Days;
- ensure that all Client Materials are accurate, lawful, and free of third-party rights that would prevent their use, and hold all necessary licences and consents;
- fund advertising budgets directly on the relevant platforms unless the Order Form states otherwise;
- comply with the terms and policies of any third-party platform used in the Services;
- pay all fees when due.
6.2 If the Client fails to provide required input or approvals, deadlines are extended by the period of delay and the Provider is not liable for the consequences of that delay. Where a delay exceeds thirty (30) days, the Provider may suspend the Services and invoice for work performed.
6.3 The Client shall not instruct the Provider to carry out activity that is unlawful, deceptive, infringing, or in breach of platform policy. The Provider may refuse any such instruction without liability.
7. Fees, Invoicing and Payment
7.1 Fees are stated in the Order Form and are exclusive of taxes, duties, bank charges and third-party costs (including advertising spend, software licences, stock assets, hosting and domain fees), which are borne by the Client unless expressly stated otherwise.
7.2 Unless the Order Form provides otherwise:
- Retainer services are invoiced monthly in advance and payable before the start of the service month.
- Project services are invoiced 50% on acceptance and 50% on delivery, or in the milestone pattern stated in the Order Form.
- Payment terms are seven (7) calendar days from the invoice date.
7.3 Invoices are issued in the currency stated in the Order Form. The Client bears all transfer fees, intermediary bank charges and currency conversion costs, so that the Provider receives the full invoiced amount.
7.4 Where the Client is established outside Ukraine, the Client is responsible for accounting for any value added tax, goods and services tax or equivalent under the reverse charge mechanism or other applicable rules in its own jurisdiction.
7.5 If payment is more than seven (7) calendar days overdue, the Provider may, after written notice, suspend the Services and withhold Deliverables until payment is received, and may charge interest at 0.1% of the outstanding amount per day, capped at the amount of the outstanding invoice.
7.6 All fees are non-refundable once the corresponding work has been performed. Where the Client terminates mid-period, fees are payable for work performed up to the effective date of termination, and prepaid amounts for work not yet performed are refunded within thirty (30) days.
7.7 The Provider may revise its rates on thirty (30) days’ written notice. Revised rates apply to periods beginning after the notice period, and the Client may terminate before they take effect.
8. Term, Suspension and Termination
8.1 This Agreement takes effect on acceptance and continues until all Order Forms have been completed or terminated.
8.2 Retainer engagements have the minimum term stated in the Order Form and, unless stated otherwise, a minimum term of three (3) months. After the minimum term, either party may terminate for convenience on thirty (30) days’ written notice, effective at the end of the following calendar month.
8.3 Either party may terminate immediately by written notice if the other party: commits a material breach and fails to remedy it within fourteen (14) days of notice; becomes insolvent, enters liquidation or ceases to trade; or is prevented by force majeure for more than sixty (60) consecutive days.
8.4 On termination the Client shall pay for all Services performed and costs committed up to the effective date. The Provider shall, within thirty (30) days and subject to payment in full, hand over completed Deliverables and transfer administrative access to accounts created for the Client.
8.5 Clauses 9 to 15 survive termination.
9. Intellectual Property
9.1 Client Materials remain the property of the Client. The Client grants the Provider a licence to use them for the sole purpose of performing the Services.
9.2 On full payment of all sums due, the Provider assigns to the Client the intellectual property rights in the Deliverables created specifically for the Client. Until full payment, the Provider retains all rights and the Client has no licence to use the Deliverables.
9.3 The Provider retains ownership of its pre-existing materials, methodologies, frameworks, templates, code libraries, tools and know-how (“Background IP”), including any improvement to them. Where Background IP is embedded in a Deliverable, the Provider grants the Client a perpetual, worldwide, non-exclusive, royalty-free licence to use it as part of that Deliverable.
9.4 Third-party components — including software licences, fonts, stock imagery, plugins and platform tools — are licensed to the Client on their own terms, and the associated cost is borne by the Client.
9.5 Portfolio rights. The Provider may identify the Client as a client and describe the work performed, including anonymised or attributed performance figures, in its portfolio, case studies, website, proposals and marketing materials, and may reproduce the Client’s name, logo and non-confidential visual materials for that purpose. The Client may withdraw this permission at any time by written notice, and the Provider will remove the materials within thirty (30) days. Confidential information is never published.
10. Confidentiality
10.1 Each party shall keep confidential all non-public information disclosed by the other in connection with this Agreement, use it solely for the purpose of the Agreement, and protect it with at least the care it applies to its own confidential information.
10.2 This obligation does not apply to information that is or becomes public through no breach, was lawfully known before disclosure, is independently developed, or must be disclosed by law or a competent authority — in which case the disclosing party shall, where lawful, give prior notice.
10.3 Confidentiality obligations survive for three (3) years after termination.
11. Data Protection
11.1 Each party shall comply with applicable data protection law.
11.2 Where the Provider processes personal data on behalf of the Client in the course of the Services, the Client acts as controller and the Provider as processor, and the Data Processing Agreement published on the Provider’s website applies and forms part of this Agreement.
11.3 The Provider’s processing of the Client’s own contact and billing data as a controller is described in the Privacy Policy.
12. Warranties and Disclaimer of Results
12.1 The Provider warrants that it will perform the Services with reasonable skill and care using appropriately qualified personnel, and that the Deliverables will not knowingly infringe third-party intellectual property rights.
12.2 The Provider gives no warranty, guarantee or representation as to any specific commercial outcome. This includes, without limitation, search engine rankings or positions; volume, quality or cost of leads; conversion rates; traffic levels; advertising costs or return on advertising spend; revenue, sales or profit.
12.3 The Client acknowledges that results depend on factors outside the Provider’s control, including the Client’s product, pricing, market conditions, competitor activity, budget, sales process and response times, and the algorithms, policies, pricing and decisions of third-party platforms such as search engines, advertising networks and social networks. Changes made unilaterally by such platforms — including account suspensions, policy changes and algorithm updates — are not a breach by the Provider.
12.4 Any figures, forecasts, benchmarks or projections provided by the Provider are good-faith estimates based on prior experience and are not contractual commitments.
12.5 Except as expressly stated, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.
13. Limitation of Liability
13.1 Neither party excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited.
13.2 Subject to clause 13.1, neither party is liable for indirect, incidental, special, consequential or punitive damage, or for loss of profit, revenue, business, contracts, goodwill, anticipated savings, data or reputation, however arising.
13.3 Subject to clause 13.1, the Provider’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort, negligence, breach of statutory duty or otherwise, is limited to the total fees actually paid by the Client to the Provider under the relevant Order Form during the three (3) months immediately preceding the event giving rise to the claim.
13.4 The Provider is not liable for loss arising from: inaccurate or incomplete Client Materials; the Client’s delay or failure to perform; the acts, omissions, outages, suspensions or policy decisions of third-party platforms and providers; unauthorised access to Client accounts not caused by the Provider; or the Client’s own changes to Deliverables after handover.
13.5 Any claim must be notified in writing within six (6) months of the Client becoming aware of the circumstances giving rise to it.
14. Force Majeure
14.1 Neither party is liable for failure or delay in performance caused by an event beyond its reasonable control, including armed conflict, war, invasion, hostilities, mobilisation, martial law, terrorism, missile or drone attack, air raid alerts, civil unrest, sanctions, embargoes, government action, natural disaster, fire, flood, epidemic, general strike, prolonged failure of electricity supply, telecommunications or internet connectivity, and large-scale cyber attack.
14.2 The Provider operates from Ukraine. The Client acknowledges the ongoing armed conflict on Ukrainian territory and accepts that related events may temporarily affect performance. The Provider maintains distributed working arrangements, backup power and connectivity, and geographically dispersed personnel to mitigate this risk.
14.3 The affected party shall notify the other without undue delay and use reasonable efforts to resume performance. If the event continues for more than sixty (60) consecutive days, either party may terminate the affected Order Form by written notice, and the Client shall pay for Services performed up to that date.
15. Non-Solicitation
During the term and for twelve (12) months afterwards, the Client shall not directly or indirectly solicit for employment or engagement any employee, contractor or specialist of the Provider who was materially involved in providing the Services, without the Provider’s prior written consent. This does not restrict responses to general public recruitment advertising. Breach entitles the Provider to compensation equal to six (6) months of the relevant person’s fees or remuneration.
16. Governing Law and Disputes
16.1 This Agreement and any dispute arising out of or in connection with it, including non-contractual disputes, are governed by the law of Ukraine, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods.
16.2 The parties shall attempt in good faith to resolve any dispute through negotiation within thirty (30) days of written notice of the dispute.
16.3 Failing resolution, the dispute shall be finally settled by the courts of Ukraine, which shall have exclusive jurisdiction. The Provider may bring proceedings for unpaid sums in the courts of the Client’s place of establishment.
16.4 The language of this Agreement and of any proceedings is English.
17. Notices
Notices under this Agreement are valid if sent by email to the addresses stated in the Order Form — for the Provider, info@pt78.space — and are deemed received on the next Business Day after sending, provided no delivery failure is received. Notices of termination and of material breach must also be sent by registered post or courier to the correspondence address.
18. General
18.1 Independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.
18.2 Assignment. Neither party may assign this Agreement without the other’s written consent, except that either party may assign to a successor of its business.
18.3 Amendments. The Provider may amend this Offer by publishing a new version on its website with a new effective date. Amendments do not apply retrospectively to Order Forms already in progress; they apply to Order Forms accepted after the effective date. The Client is responsible for reviewing the current version before each acceptance.
18.4 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary, or severed, and the remainder continues in force.
18.5 No waiver. A failure or delay in exercising a right is not a waiver of it.
18.6 Entire agreement. This Agreement, the applicable Order Form, the Data Processing Agreement and the Privacy Policy constitute the entire agreement between the parties and supersede all prior discussions, proposals and representations, save for fraud.
18.7 Counterparts and electronic signature. Where an Order Form is signed, electronic and scanned signatures have the same effect as originals.
19. Provider Details
PT78
Ivan Hrebinchenko, individual entrepreneur registered in Ukraine
Correspondence address: Poznańska 37, 00-689 Warsaw, Poland
Registered address: Kyiv, Ukraine
Email: info@pt78.space
Telephone: +48 575 416 626
Website: pt78.space
Registration number, tax identification and banking details are stated in each Order Form and invoice.
