Master Service Agreement

This document is the official offer (the "Agreement") from PE Overkovskyi Viacheslav Anatoliiovych (Sole Proprietor, Ukraine) (the "Provider") to enter into a service-delivery contract with any legal entity, sole proprietor, or adult individual (the "Client") who accepts these terms.

1. Definitions

• Services — UPLIFY's marketing services: paid-ads management (Google Ads, Meta Ads, TikTok Ads, Telegram Ads), GEO/AI-SEO, Horoshop site setup, audits, consultations, AI products (Creora, Prom AI Optimizer, UPLIFY Content).
• Brief / Statement of Work — document detailing the scope of specific Services, agreed by the parties case-by-case.
• Parties — Provider and Client together.

2. Subject of the Agreement

2.1. The Provider delivers Services to the Client per the Brief/SOW agreed separately.

2.2. Specific scope, cost, deadlines, and KPIs are set in the Brief / Invoice.

2.3. The Provider guarantees professional execution but does not guarantee specific marketing outcomes (ROAS, CPA, lead volume), since results depend on factors outside the Provider's control: market conditions, competitors, landing-page quality, Client's product range, budget, etc.

3. Acceptance and contract formation

3.1. The Agreement is formed pursuant to Article 11 of the Law of Ukraine "On Electronic Commerce" (No. 675-VIII) and Articles 641–642 of the Civil Code of Ukraine when:

• The Client accepts this Agreement (submits a form on the Site, sends an email request, signs off on the Brief), or
• Pays an invoice issued by the Provider.

3.2. Acceptance means full and unconditional agreement to all terms.

3.3. The parties may sign an individual written Contract that supersedes this Agreement.

4. Cost and payment

4.1. Service cost is set in the Invoice or Brief.

4.2. Standard payment models:

• Prepaid monthly for ongoing ad management or one-off audits.
• 50%/50% for Horoshop site builds (deposit + final).
• Performance-based (% of ad spend or ROAS-share) — by separate agreement.

4.3. Payments go to the sole-proprietor's bank account by bank transfer (UAH for Ukrainian contracts, USD/EUR via SWIFT for international, converted at NBU rate on invoice date).

4.4. Services are deemed delivered after signing the Acceptance Act (UA clients) or after the Provider sends a delivery Report (international clients).

5. Rights and obligations

5.1. Provider shall:

• Deliver Services per the Brief/SOW within the agreed timeline.
• Report progress (standard cadence: weekly update + monthly summary).
• Maintain confidentiality of Client data.
• Transfer full access to accounts and assets created during the engagement.

5.2. Client shall:

• Provide timely access to accounts (Google Ads, Meta Business, GA4, Merchant Center, Horoshop, etc.), creative assets, product feeds, brief responses.
• Pay Invoices on time.
• Pay advertising budgets directly to platforms (Google, Meta, TikTok, Telegram) — the Provider is NOT a payment intermediary.
• Participate in regular status calls (as agreed).

6. Confidentiality

6.1. The parties shall not disclose confidential information (commercial terms, metrics, account stats, creative) to third parties without the other party's written consent.

6.2. The Provider may publish a case study on the Site only with the Client's explicit consent. The Client may require anonymization (hiding the brand name).

7. Liability

7.1. The Provider is NOT liable for Client losses caused by:

• Client misinformation (inaccurate data about product, market, budget).
• Client delays in providing materials, access, or responses.
• Changes to ad-platform policies (Google, Meta, TikTok) outside the Provider's control.
• Technical failures of third parties (Horoshop, Cloudflare, Hetzner).
• Force majeure (war, cyberattacks on critical infrastructure, regulatory decisions).

7.2. The Provider's aggregate liability is capped at the amount actually paid by the Client over the last 3 months.

8. Term and termination

8.1. The Agreement is effective from formation until both parties fulfill their obligations.

8.2. Either party may terminate with 30 calendar days' written notice to the other.

8.3. If terminated for cause by the Client, prepayment for the current month is non-refundable. The Provider transfers all working materials and access within 5 business days.

9. Jurisdiction

9.1. This Agreement is governed by Ukrainian substantive law.

9.2. The parties will attempt to resolve disputes through negotiation. If not possible — disputes go to Ukrainian courts at the Provider's place of registration (Kyiv Region, Ukraine).

10. Provider details

Accepting this Agreement does not relieve the obligation to sign an individual Brief or Contract for specific Services.