PUBLIC OFFER

on concluding an agreement for the production of printing, advertising, and other products by individual order

Contractor's Details

Contractor: Printing House «TopPrint»
Website: topprint.com.ua (hereinafter — the «Website»).
Documents: The Offer + Appendix constitute a single agreement.

1. General Provisions. Legal Force

1.1. This document is a public offer (Articles 633, 641, 642 of the Civil Code of Ukraine).

1.2. Acceptance of the Offer is any of the Customer's actions:

placing an Order on the Website/in the personal account;
confirming the Order in correspondence/messenger/email;
paying an invoice/payment link in full or in part;
submitting the Layout for production according to the agreed parameters.

1.3. From the moment of acceptance, the Customer confirms that:

they have read all the terms and Appendices;
they accept them unconditionally;
they understand the specifics of custom manufacturing and the limitations on returns.

1.4. In case of disagreement, the Customer is obliged to refrain from placing an Order and/or making a payment.

1.5. The Contractor has the right to update the Offer. The new version applies only to Orders placed after the publication of the new version.

2. Definitions

2.1. Customer — a natural person or a business entity (sole proprietor/LLC) who has placed an Order.
2.2. Product — printing and advertising items/works/services manufactured according to individual parameters.
2.3. Order — an agreed set of parameters (type, size, material, quantity, finishing, deadlines, delivery, price) + Layout.
2.4. Layout — the Customer's file/materials for the production of the Product.
2.5. Start of Production — the moment when the Order is sent for printing/cutting/post-press finishing or a production task is created.
2.6. Subcontractor/Partner — a third party engaged by the Contractor to perform a limited part of the orders.

3. Subject of the Agreement

3.1. The Contractor undertakes to manufacture the Product according to the Customer's individual Order and deliver the result, and the Customer undertakes to pay for and accept the Product.

3.2. The Product is custom-made according to the Customer's parameters.

3.3. The Contractor has the right to engage Subcontractors/Partners to perform certain works without additional agreement with the Customer if it is necessary for technology/workload/logistics. In this case:

the Contractor remains responsible to the Customer within the scope of this Offer;
Subcontractors do not enter into direct contractual relations with the Customer (unless otherwise specified in a separate agreement).

4. Customer Status and Terms Regime

4.1. When placing an Order, the Customer specifies their status: (a) natural person; (b) business entity.

4.2. For B2B (sole proprietors/LLCs), stricter conditions regarding liability, deadlines, and penalties are allowed, as the parties act as professional market participants.

4.3. For natural persons, the provisions of consumer protection legislation apply to the extent applicable to custom-made products.

4.4. When specifying the status of a business entity, the person placing the Order guarantees that they have the authority to do so. All risks associated with a lack of authority are borne by the Customer.

5. Placing an Order. Essential Terms

5.1. The essential terms of the Order are: product type, size, material, quantity, finishing, deadlines, price, method of receipt/delivery, Layout, packaging requirements (if applicable).

5.2. Sources for recording the Order terms: order card on the Website/in the account, invoice, specification, correspondence, manager's confirmation, technical specification, production task.

5.3. Before starting production, the Contractor has the right to request clarification. The Customer's failure to respond may:

postpone the deadlines;
suspend performance;
lead to the cancellation of the Order (before production starts) without liability for the Contractor.

6. Start of Production. Prohibition of Cancellation/Changes

6.1. The Order is considered accepted for production after the following conditions are met:

the parameters are agreed upon;
the Layout is accepted/approved;
payment is received (if prepayment is required).

6.2. After the start of production:

cancellation of the Order is not allowed;
changing the parameters/Layout is not allowed;
any changes are possible only through a new Order and are paid for separately.

6.3. If the Customer insists on stopping/canceling after the start of production, the Contractor has the right to:

withhold 100% of the cost of work/materials/logistics actually incurred;
withhold the cost of the manufactured product regardless of its readiness.

7. Layout: Requirements, Verification, Approval

7.1. The Customer undertakes to provide a Layout that meets the Technical Requirements (Appendix No. 1).

7.2. The Contractor has the right to perform only a technical check (format, bleeds, resolution, color profile, fonts) — and only to a limited extent. The Contractor is not obliged to detect:

spelling and semantic errors;
logical inconsistencies;
legal risks of the content;
design/layout errors;
color expectations «as on the screen».

7.3. Approval of the layout (by button, letter, message, payment after receiving a preview/layout) means:

the Customer has checked all the content;
the Customer assumes responsibility for the result;
the Contractor prints strictly according to the approved layout.

7.4. If the Customer requests design/refinement services — this is a separate service, with separate deadlines/payment and a separate area of responsibility.

8. Customer's Representations and Warranties

By accepting the Offer, the Customer warrants that:

8.1. They are legally competent and have the right to enter into the agreement.
8.2. The provided contact details are accurate, current, and complete.
8.3. Payments are made lawfully, using funds to which the Customer is entitled.
8.4. The Layout, materials, images, texts, logos, and trademarks are used on legal grounds (license/permission/ownership).
8.5. The Order is not intended to violate the law, circumvent restrictions, discredit, spam, provoke, or interfere with the operation of the Website.
8.6. The Customer bears full responsibility for the content of the Layout and for the consequences of using the Product.
8.7. If the Customer provides an image/name of a natural person — they have the written consent of that person for its use.
8.8. The Customer understands that the color/texture on the screen and in print may differ, and accepts technological tolerances.

9. Reservation Regarding Order Content (Content Policy)

9.1. The Contractor has the right to refuse production and/or block the Order at any stage (before/after acceptance) if the content of the Layout/order:

violates the legislation of Ukraine or international norms applicable in Ukraine;
contains calls for violence, terrorism, separatism, or incitement to hatred;
contains pornography;
infringes on the rights of third parties (copyright, related rights, trademarks, personal data);
contains discriminatory or degrading materials;
contains prohibited advertising or requires licenses/certifications that are not available.

9.2. Upon detection of such signs, the Contractor may request documents/proof of rights. Failure to provide them is grounds for refusal.

9.3. In case of refusal under clauses 9.1–9.2:

if the Order has not been started — the Contractor refunds the payment minus the actual costs incurred (design, verification, test prints, commissions, logistics);
if the Order has been started — no refund is made, as the work and materials have already been used.

10. Price and Payment

10.1. The price is determined by the price list/calculator/invoice and is fixed at the time of Order confirmation.

10.2. The Contractor has the right to require 100% prepayment. For B2B, deferred payment is possible only with written consent/limits.

10.3. Commissions of payment systems/banks may:

be included in the cost;
or be paid separately — if specified during payment/in the invoice.

10.4. In case of late payment for B2B:

a penalty/fine is charged if provided for in the invoice/specification/separate agreement;
the Contractor has the right to suspend performance and retain the product until full payment is made (right of retention).

11. Deadlines

11.1. Deadlines are calculated from the moment of: payment + layout approval + confirmation of all parameters.

11.2. Deadlines are approximate unless fixed in writing as «guaranteed»/SLA.

11.3. The Contractor is not responsible for missed deadlines in case of:

power/communication outages/shelling/restrictions;
delays from material suppliers;
failures of courier/postal services;
force majeure.

12. Delivery, Transfer, Transfer of Risks, Storage

12.1. Self-pickup/delivery — by agreement.

12.2. The risk of accidental loss/damage is transferred:

for self-pickup — from the moment of transfer to the Customer/representative;
for delivery — from the moment of transfer to the carrier.

12.3. If the Customer does not pick up the order/does not receive it from the carrier:

the costs of re-delivery/storage are paid by the Customer;
the Contractor has the right to dispose of/sell the product after the storage period (14–30 days) expires without compensation, after deducting costs.

13. Quality, Tolerances, Color, Quantity

13.1. The Customer accepts the technological tolerances of printing and post-press finishing: cutting, folding, lamination, registration, material shrinkage, etc.

13.2. The following are not considered defects:

color difference from the image on the screen;
deviations within technological tolerances;
material characteristics (texture, absorption, batch differences);
slight differences in reprints/reruns (inter-run variations).

13.3. For critical tasks, the Customer is obliged to order a color proof/test print (if available). Refusal of a proof means the Customer accepts the risks of color reproduction.

14. Claims

14.1. Deadlines for submitting a claim:

for business entities — 3 working days;
for natural persons — within a reasonable time, but no later than 14 calendar days from the moment of receipt.

14.2. The claim must be submitted in writing and must contain:

order number;
description of the defect;
photo/video;
number of defective units;
the original packaging (if the damage is related to delivery).

14.3. The product under claim must not be used/installed. Installation/use implies acceptance and waiver of claims regarding visible defects.

14.4. The Contractor has the right to:

request the return of samples;
conduct an examination;
refuse if the defect is caused by the Customer's layout/instructions/incorrect parameters.

14.5. If a manufacturing defect is confirmed, the Contractor, at its discretion, will:

reprint the defective part;
eliminate the defect;
refund the cost of the defective part.

Other compensations (lost profits, penalties from the Customer's counterparties, advertising costs) are not reimbursed.

15. Returns and Refusals (Custom Products)

15.1. Custom-made products of proper quality are not subject to return or exchange.

15.2. The Customer confirms that they understand the custom nature of the production and accept this condition.

15.3. In accordance with Part 5 of Article 13 of the Law of Ukraine «On Protection of Consumer Rights», the consumer's right to withdraw from the contract within 14 days does not apply to products made to individual order.

16. Limitation of Contractor's Liability

16.1. The total liability of the Contractor for any claims shall not exceed the amount actually paid by the Customer for the respective Order.

16.2. The Contractor is not liable for:

lost profits;
indirect damages;
loss of profit;
disruption of advertising campaigns;
fines and sanctions from third parties;
any consequences of the Customer's use of the product.

16.3. If part of the work was performed by a Subcontractor, the Contractor's liability to the Customer remains only within the scope of this Offer and the limitations specified above.

17. Customer Indemnification (Compensation for Contractor's Losses)

17.1. In the event that third parties file claims/lawsuits against the Contractor related to the Layout, order content, advertising, trademarks, personal data, copyright, etc., the Customer undertakes to:

immediately engage in the settlement;
provide documents/proof of rights;
reimburse the Contractor for all expenses (lawyers, courts, fines, expert examinations, compensations, administrative payments).

17.2. For B2B, the Customer additionally pays a contractual penalty (fine) — the amount is specified in the invoice/specification/agreement.

18. Right of Refusal, Blocking, and Retention

18.1. The Contractor has the right to:

refuse service;
suspend performance;
block the account/order

in case of violation of the Offer terms, suspicion of fraud, violation of the content policy, or the rights of third parties.

18.2. Pending settlement, the Contractor has the right to retain:

the finished product;
the results of work/layouts (if the design was done by the Contractor);
access to files/previews in the account.

19. Communications and Notifications

19.1. The Customer agrees to receive notifications about the order status and service messages via e-mail/SMS/messengers/phone.

19.2. Marketing messages are sent with consent and can be unsubscribed from.

20. Personal Data

20.1. The processing of personal data is carried out in accordance with the Law of Ukraine «On Personal Data Protection».

20.2. Detailed processing conditions are set out in the Privacy Policy on the Website (a separate document).

21. Force Majeure

21.1. The parties are released from liability for non-fulfillment of obligations in the event of force majeure.

21.2. Military actions, shelling, infrastructure outages, and restrictions by authorities are recognized as force majeure.

22. Dispute Resolution Procedure. Jurisdiction

22.1. A mandatory pre-trial claim procedure.

22.2. The response time to a claim is 10 working days from the moment of receipt.

22.3. Disputes are considered in the courts of Ukraine at the Contractor's place of registration, unless otherwise established by mandatory norms.

23. Final Provisions

23.1. The Offer is valid indefinitely until it is canceled/replaced.

23.2. If individual provisions are deemed invalid, the others remain in force.

23.3. The Customer confirms that they have read and understood the terms, including the limitations of liability and the rules for custom manufacturing.

APPENDIX

DISCLAIMER
regarding the content and form of the Order for the production of printing, advertising, and other products

This Disclaimer is an integral part of the Public Offer and is mandatory for all Customers.

1. General Provisions

1.1. Printed products are carriers of information and can perform the functions of advertising, campaigning, informing, or public notification.

1.2. The Customer bears full responsibility for the content, form, visual design, text, and legality of the use of any materials contained in the Order.

1.3. The Contractor performs exclusively the technical production of the product and is not obliged to conduct a legal, linguistic, ethical, or other legal examination of the Order's content.

2. Prohibited Content

It is prohibited to order the production of products that:

2.1. Violate the Constitution of Ukraine or the current legislation of Ukraine.

2.2. Contain:

calls to overthrow the constitutional order;
encroachment on the territorial integrity of Ukraine;
war propaganda;
justification or denial of armed aggression;
calls for violence or cruelty;
incitement of national, racial, or religious hatred;
terrorist calls.

2.3. Promote:

fascism, Nazism, communist or other totalitarian regimes;
narcotic substances;
violence;
cruelty;
degradation of human dignity.

2.4. Are of a pornographic nature according to the legislation of Ukraine.

2.5. Contain erotic or sexual materials in violation of the restrictions established by law.

2.6. Infringe on the intellectual property rights of third parties:

copyrights;
related rights;
trademark rights;
industrial design rights;
patent rights.

2.7. Use the image or name of a natural person without their written consent.

2.8. Imitate or copy state symbols of Ukraine or other countries for the purpose of misleading or discrediting.

2.9. Advertise goods or services that are subject to licensing or certification without the appropriate permits.

2.10. Contain discriminatory statements based on: race, gender, religion, nationality, language, social status, health status, political beliefs.

3. Customer's Responsibility

3.1. The Customer guarantees that all materials provided for product manufacturing:

are used by them on legal grounds;
do not infringe on the rights of third parties;
comply with the current legislation of Ukraine.

3.2. The Customer understands that the Contractor does not conduct prior censorship of the content and is not responsible for the consequences of manufacturing the product according to the provided Layout.

3.3. In the event of claims, demands, lawsuits, or fines from third parties or state authorities against the Contractor related to the content of the Order, the Customer is obliged to:

immediately engage in the settlement process;
provide proof of rights to the used materials;
compensate the Contractor for all incurred expenses, including: court costs, legal support expenses, fines, administrative sanctions, and compensation to third parties.

3.4. The Contractor is not responsible for the subsequent use of the product by the Customer.

4. Right to Refuse to Fulfill an Order

4.1. The Contractor has the right to:

refuse to accept an Order;
stop the execution;
cancel the Order;
block the Customer's account,

if a violation of the requirements of this Disclaimer is detected.

4.2. In case of refusal:

if the Order has not been put into production — the funds are returned minus the actual costs incurred;
if the Order has been put into production — the funds are not returned, as materials and production resources have already been used.

5. Automated Order Processing

5.1. Order processing may be carried out automatically without human review of the content.

5.2. The Contractor ensures that the manufactured product complies with the technical parameters of the Order, but does not check the content for legality or compliance with advertising regulations.

6. Additional Provisions

6.1. The Customer confirms that they have read this Disclaimer and are aware of the consequences of violating its requirements.

6.2. In case of doubts about the legality of the Order's content, the Customer is obliged to provide written confirmation of rights or permissions.

6.3. If the Customer refuses to provide supporting documents, the Contractor has the right to refuse to provide services without further justification.

Public offer