Public Offer

Preamble

OFFICIAL ADDRESS: https://rdg-studio.com/en/public-offer/

CONTACT: info@rdg-studio.com

This Agreement — a public offer — governs the relationship between the Provider and the Customer. The Provider is the individual entrepreneur (sole proprietor) Мандриевский Сергей Валентинович, Taxpayer Registration Number (RNOKPP) 2470720575, registered and operating in accordance with the laws of Ukraine; email: info@rdg-studio.com. The Customer is an individual or legal entity placing an order under the terms of this offer. RDG Studio is the Provider's trade name.

The Agreement constitutes a public offer to enter into an agreement for the provision of services. The Customer confirms that it has the legal capacity and authority required to enter into the Agreement and accepts it in the manner established by Sections 1, 3, 4 and 6.

An Application, optional brief, attachments, request for a quotation and free test do not, by themselves, create an obligation to pay for a Service. A paid order arises after the Customer has received and confirmed in writing the scope of work, term and final price, has reviewed the applicable revision of the offer, and has made the required first payment.

Where the Customer is an individual purchasing the Service outside the course of business or professional activity, the Customer retains any mandatory consumer rights that cannot be excluded by contract.

1. General Provisions

1.1. The Provider may engage contractors while remaining responsible to the Customer for the agreed result and ensuring the proper processing of confidential and personal data.

1.2. The Services are provided remotely. Legally significant communications are sent through the form at https://rdg-studio.com and/or by email to info@rdg-studio.com and to the Customer's address stated in the Application. Another electronic channel may be used if the Parties have confirmed it in writing in advance.

1.3. The Agreement is concluded after the scope of the order has been confirmed in writing and the required first payment has been received. Correspondence, the Technical Specification, the invoice, payment confirmation and other communications that make it possible to identify their content, sender, addressee, date and time constitute electronic evidence of the agreed terms.

1.4. The Agreement is based on the principles of mutual respect and good faith of the Parties.

1.5. A new revision of the offer applies only to orders accepted after the date of its publication, unless the Parties agree otherwise in writing. The Provider may not unilaterally change the terms of an order that has already been paid for. The revision number and publication date are stated on the page https://rdg-studio.com/en/public-offer/.

2. Subject Matter of the Agreement

2.1. The subject matter of the Agreement comprises the services specified in the current Appendix No. 1 to the offer and/or other services expressly agreed in an individual Technical Specification (TS). Appendix No. 1, the TS and/or the written confirmation of the order record the result, scope, term, price, stages and payment procedure, languages, integrations, materials, acceptance criteria and delivery procedure. In the event of a conflict, the later term agreed by the Parties in writing for the specific order applies.

2.2. The place of provision of the Services is the Provider's production site, with subsequent delivery of the Service by means of telecommunications and/or on an electronic medium at the Customer's location.

3. Submission of an Application for a Service

3.1. The Customer may describe the task in free form through the channels specified in Clause 1.2 and, if desired, attach texts, prices, reviews, real photographs, a logo and up to three references. The brief and attachments are optional. A valid email address is required for a response. Application data is processed under the Privacy Policy to respond to the enquiry, evaluate the project, and take steps requested by the Customer before the Agreement is concluded.

3.2. The Application and attached materials must not contain threats, insults, fraudulent information, illegal content, or materials that infringe the rights and legitimate interests of third parties. The Provider may decline to review such an Application and request replacement of the disputed materials.

3.3. While processing the Application, the Parties determine the scope and result of the Service, quality requirements, term, final price and payment procedure. These terms are recorded in Appendix No. 1, the TS, the invoice and/or the written confirmation of the specific order.

3.4. The Customer must pay for the order only using the payment details or secure payment page published on the rdg-studio.com domain or sent from the official info@rdg-studio.com address. A transfer to a third party or to other payment details is not deemed payment to the Provider. The Provider is not obliged to trace or return funds that it did not receive; the Customer must seek their return from its bank, the payment service, the actual recipient and, where necessary, the competent authorities. This rule does not apply if the incorrect payment details were communicated by the Provider itself through a confirmed official channel or if the substitution occurred as a result of a security breach for which the Provider is responsible. Mandatory consumer rights are not limited.

3.5. The Customer is responsible for the accuracy of the materials and information it provides. The Provider is responsible for accurately recording the agreed scope and must request clarification if it identifies a material ambiguity or lack of information. The Customer bears all responsibility for incomplete, erroneous or inaccurate information.

3.5.1. The Customer confirms that it is entitled to provide the texts, photographs, logos and other materials supplied and to authorise their use for performance of the order. If the Provider receives a substantiated notice of a possible infringement of a third party's rights, it may suspend use of the disputed material and request a replacement; the performance term is extended by the actual period spent awaiting the replacement. The Provider is responsible for using materials only within the purpose and scope agreed in writing.

3.6. If the standard description in Appendix No. 1 is insufficient, the Parties prepare an individual Technical Specification. The Provider informs the Customer where it is posted electronically or how it will be delivered.

3.7. The Technical Specification is a document or stored electronic correspondence containing the agreed requirements for the Service, the composition of the result, and the terms and procedure for performance, payment, acceptance and delivery. Changes, corrections and additions to the TS are recorded through the channels specified in Clause 1.2.

3.8. The Technical Specification is approved by an unambiguous written communication from the Customer through a confirmed channel under Clause 1.2, or by payment of the required first payment after the conditions of Clause 4.1.1 have been met. Approval applies only to the version of the TS sent to the Customer before such communication or payment; subsequent changes are agreed separately.

4.1. Commencement of the Service

4.1.1. Performance of the Service commences when the payments specified in Section 6 of the Agreement are credited to the Provider's account. Receipt of the first payment in the Provider's account after the Technical Specification has been sent unconditionally constitutes acceptance of this Agreement and approval of the Technical Specification for the Service. This consequence applies only provided that, before payment, the scope of the result, term, final price, payment procedure and applicable revision of the offer were sent to the Customer and confirmed by it in writing; payment does not approve terms that were not included in such confirmation.

4.1.2. The Customer must provide the information required to perform the Service, including in response to an additional request from the Provider. The Customer bears all responsibility for incomplete, erroneous or inaccurate information.

4.1.3. The Parties must respond to each other's questions and provide the materials required for the work in a timely manner, within 24 hours.

4.1.4. The average time for performing the Service and/or its stages, if any, is agreed in Appendix No. 1 to the Agreement and/or the Technical Specification. In each specific case where this period is exceeded, the additional time is discussed and approved by mutual agreement of the Parties.

4.1.5. At the stage described in Clause 3.1, the Customer must promptly state the Service performance period that is optimal for the Customer, which will, where possible, be used as the basis. In all cases, the Provider will endeavour to perform the Service within the shortest optimal period.

4.2. Procedure for Performance of the Service

4.2.1. After completion of the Service and/or a stage thereof, the Customer must send through a confirmed channel under Clause 1.2 an unambiguous message stating “I APPROVE” or “I DO NOT APPROVE”, together with one consolidated list of comments.

4.2.2. Approval is given by an unambiguous communication from the Customer stating that the presented Service and/or its stage fully satisfies the Customer. Such approval is unconditional in respect of the presented result or stage and may not be withdrawn by the Customer. Failure to respond within the period specified in Clause 4.1.3 constitutes approval only of the presented Service and/or stage. It does not constitute consent to a new scope, a new price, an amendment to the Agreement or TS, a waiver of a claim, or settlement of a dispute.

4.2.3. Non-approval is given by an unambiguous communication from the Customer stating that the presented Service and/or its stage does not fully conform to the agreed TS, together with one consolidated list of comments. The Provider continues work within the included scope until the conditions of Clause 4.2.2 are met; the term may be changed in accordance with the Agreement and the TS.

4.2.4. Additional time for addressing comments under Clause 4.2.3 may not exceed the period established by Appendix No. 1, the TS or a subsequent written agreement of the Parties and is calculated after receipt of the complete consolidated list of comments.

4.2.5. If continuing work on the Customer's comments requires additional time, new work or replacement of a specialist or contractor, the Provider determines whether the term and/or price must be changed and informs the Customer accordingly. Work outside the agreed scope, and the corresponding price increase, begins only after the Customer has approved the additional scope, price and term in writing.

4.2.6. The Provider may extend the time for performance of the Service where necessary by notifying the Customer of the reason and the new expected term. A material change to the agreed term is recorded in writing unless it results from a documented Customer delay, an agreed scope change, or force majeure. An extension of the time for performance of the Agreement due to the Provider's fault, where such extension is not connected with actions of third parties (subcontractors), entails a penalty payable by the Provider in the amount of 0.1% (one tenth of one percent) for each day of delay in performing the Service. Mandatory consumer rights are preserved.

4.3. Completion of the Service and Delivery of Results to the Customer

4.3.1. Delivery of the results of the Service to the Customer (hereinafter, “Delivery”) takes place after the full (100%) price of the Service specified in Section 6 of the Agreement and/or Appendix No. 1 or the Technical Specification has been credited to the Provider's account. Receipt of full (100%) payment confirms performance of the Customer's obligation to pay for the agreed Service and/or stage, but is not by itself evidence that the Provider performed fully or on time and does not deprive the Customer of the right to make a Complaint or request a refund where a ground under Clause 5.5 or mandatory applicable law exists.

4.3.2. Delivery of the results of the Service to the Customer is carried out in accordance with the procedure specified in Clause 2.2 of the Agreement or in the Technical Specification.

4.3.3. For Delivery of the result, the Customer must provide the necessary additional information within 3 (three) business days, including the agreed administrative permissions and access credentials for the domain, hosting, CMS and other assets expressly specified in the TS.

4.3.4. Delivery may be carried out in several stages. Unless otherwise specified in the Technical Specification and/or Appendix No. 1 to the Agreement, the average Delivery time is 24 hours from the Customer's fulfilment of Clauses 4.3.1 and 4.3.3 of the Agreement. The Provider reserves the right to determine the optimal Delivery time without the Customer's approval.

5. Complaints and Refunds (Withdrawal from the Agreement)

5.1. A Complaint is a substantiated claim made by the Customer to the Provider as a result of a breach of the Agreement or the provision of Services. A Complaint must contain specific, substantiated indications of breaches of the Agreement, identified defects in the Service (non-conformities with the Technical Specification), or deficiencies in service quality. Defects caused solely by limitations or failures of third-party software, equipment or services outside the Provider's control are not defects in the Service unless caused by the Provider's actions, configuration, or departure from the agreed scope.

5.2. The Customer may submit a written Complaint during performance of the Service or within 14 days after actual Delivery under Clauses 4.3.1–4.3.2. This period is the contractual initial-review period and does not shorten any mandatory period or remedy concerning latent defects, non-supply, or lack of conformity of a digital result. A Complaint is submitted in accordance with Section 9 of the Agreement.

5.3. The Customer may withdraw from the Agreement if the Provider has not commenced performance of its obligations under the Agreement in due time or performs the Service so slowly that completion within the period established by the Agreement becomes impossible. If a substantial part of the Service has already been performed, the Customer may terminate the Agreement with respect to the remaining part. Settlement for a Service terminated before completion is made under Clauses 5.5 and 5.7, taking account of the part actually performed and pre-agreed, actually non-refundable third-party costs.

5.4. The Customer may withdraw from the Agreement at any stage of performance of the Service, except the refinement and Complaint stages, unless mandatory law requires otherwise. A withdrawal statement or Complaint does not itself constitute approval of a refund. Where termination before completion is lawful or agreed in writing, settlement is made under Clauses 5.5 and 5.7.

5.5. After proper delivery of the result of the Service, no refund is made solely because the Customer changed its mind. A refund is available only on a specific ground: a duplicate or erroneous payment; non-supply of the Service or its material nonconformity with the Agreement or Technical Specification; a lawful consumer withdrawal; a voluntary written decision of the Provider; a confirmed decision of a bank or LiqPay; or a final court judgment. Filing a Complaint, withdrawal statement, or refund request does not by itself approve or effect a refund. The same amount may not be reimbursed twice through a refund, chargeback, or any other mechanism.

5.6. The Provider may suspend performance or withdraw from the Agreement if the Customer materially breaches its obligations, including failure to make a required payment, failure to provide agreed materials, access credentials or a response without which the work cannot continue, provision of unlawful or infringing materials, or another material breach of the Agreement or TS. The Provider gives notice through a confirmed channel and, where the breach is capable of cure, allows a reasonable period to cure it. Settlement is made under Clauses 5.5 and 5.7; mandatory consumer rights are preserved.

5.7. Upon lawful or mutually agreed withdrawal from (termination of) the Agreement before completion of the Service, final settlement is made for the documented volume of Services actually provided by the Provider and pre-agreed, actually non-refundable third-party costs. The Customer must pay those amounts. The remaining unused balance after that settlement is returned to the Customer unless a lawful individual written term for a B2B order or mandatory applicable law provides otherwise. Where the first payment is expressly defined as a security payment under Clause 6.2.1, the consequences in Clause 6.2.1.1 additionally apply to the final settlement; the same amount may not be recovered or reimbursed twice. A refund is processed where a ground under Clause 5.5 exists.

5.8. The Provider reserves the right, in individual cases and guided by commercial interests, to discontinue performance of the Service at any stage of the Agreement without stating reasons, subject to final settlement under Clause 5.7. If such discontinuation is not caused by the Customer’s breach, the security payment is returned under Clause 6.2.1.1; no additional payment equal to the security payment is made. A penalty of 0.1% (one tenth of one percent) for each day of work on the Service accrues only on another advance payment that is actually refundable, if such payment was made. For this purpose, performance of the Service begins when the conditions of Clause 4.1.1 are met. Performance of the Service ends when the Provider sends the Customer a notice of discontinuation through a confirmed channel under Clause 1.2.

5.9. If the Customer is a consumer and the Agreement is concluded at a distance, the mandatory rules of Ukraine and, where required, the mandatory rules of the country of the consumer's habitual residence apply. Before placing the order, the Customer receives clear information about the Service, price, terms, payment, complaints and withdrawal; order confirmation is sent by email. To commence the Service before expiry of the applicable withdrawal period, the Provider obtains a separate express request from the consumer and informs the consumer of the consequences. If applicable law requires an online withdrawal function, it is provided on the website together with electronic confirmation. The provisions of this Section apply insofar as they do not limit rights that cannot be excluded by contract.

6. Payment and Settlement Procedure

6.1. The price of the Service is determined by Appendix No. 1, the TS, the invoice and/or the written confirmation of the order. For information purposes, the price may be displayed in EUR or another currency; the amount and currency of the actual payment are communicated to the Customer before payment.

6.2. Unless another procedure is expressly provided by Appendix No. 1, the Technical Specification or the written confirmation of the specific order, the Service is paid for in two stages:

6.2.1. The first payment, amounting to 30% of the final agreed price of the Service, is a contractual security payment and is made within the period specified in the payment document. It is paid toward the price of the Service, confirms the agreed order, and reserves the Provider’s production time. This payment is not earnest money (Ukrainian: завдаток) within the meaning of Articles 570–571 of the Civil Code of Ukraine. If the Agreement is duly performed, it is credited toward payment for the Service.

6.2.1.1. If the obligation is breached through the Customer’s fault, the security payment is non-refundable and remains with the Provider. If the obligation is breached through the Provider’s fault, the Provider returns the security payment actually received from the Customer; no additional payment equal to it and no double refund are made. If the obligation terminates before performance begins or because performance becomes impossible without fault of either Party, the security payment is returned to the Customer subject to the final settlement under Clause 5.7.

6.2.2. The second payment, amounting to 70% of the final agreed price of the Service, is made within the period and upon occurrence of the conditions specified in Appendix No. 1, the TS or the written confirmation of the order.

6.2.3. A payment document means a duly issued invoice, electronic document or secure payment link sent by the Provider to the Customer through a confirmed channel under Clause 1.2 or posted on the rdg-studio.com domain.

6.3. For particular Services, Appendix No. 1, the Technical Specification or the written confirmation of the specific order may provide for one advance payment amounting to 100% of the final agreed price. Such payment is made within the period specified in the payment document.

6.3.1. A Service whose result is delivered in a single transaction may be subject to 100% advance payment if this procedure is expressly provided by Appendix No. 1, the Technical Specification or the written confirmation of the order. A free test, sample or preliminary evaluation does not constitute acceptance of a paid order, does not create an obligation to pay and does not oblige the Provider to continue work without a separate written agreement. The contents of the package, number and format of results, and the method and time of their delivery are determined by Appendix No. 1, the TS or the written confirmation of the order.

6.4. Settlements under the Agreement are made by bank transfer to the Provider's business account or by another confirmed method specified for the specific order.

6.4.1. The order is paid for only by a method confirmed by the Provider for the specific order: by transfer to the Provider's business account using its IBAN details or, if this method is available, by bank card through the secure LiqPay page. Before payment, the Customer is shown or sent the available payment method, final amount and payment currency. A payment method not specified by the Provider for the specific order is not deemed offered or agreed.

6.5. The validity period of the payment document is specified in that document. Settlement is deemed completed when the funds are credited to the Provider's account. Where a payment amount is calculated by reference to an exchange rate, the rate and source specified in the payment document apply.

6.6. For financial security purposes, it is prohibited to make payments to accounts or through payment services that have not been confirmed in accordance with Clauses 1.2, 3.4, 6.4 and 6.4.1 of this Agreement.

6.7. A payment may include a commission or transaction fee if the amount and payer are shown or communicated before payment. A mandatory consumer refund is not reduced by such a fee unless applicable law expressly permits it; for a voluntary B2B refund, the treatment of an actually incurred fee may be agreed in writing.

7. Term of the Agreement

7.1. This Agreement is concluded for the period specified in Appendix No. 1 to the Agreement and/or the Technical Specification and enters into force upon occurrence of the conditions set out in Clause 4.1.1 of the Agreement.

7.2. The Parties' obligations under the Agreement which, by their nature, are intended to survive (including, without limitation, obligations regarding confidentiality and settlements) remain in force after expiry of the Agreement until the Parties have fulfilled those obligations.

8. Force Majeure

8.1. The Parties are released from liability for partial or complete failure to perform their obligations under this Agreement if such failure results from circumstances of force majeure arising after conclusion of the Agreement, or if a Party's failure to perform its obligations under the Agreement results from extraordinary events or any other circumstances that the Parties could neither foresee nor prevent by reasonable measures (hereinafter, “Force Majeure”).

8.2. A Party relying on Force Majeure must, within seven days, inform the other Party in writing of the occurrence and nature of such circumstances and attach copies of documents confirming the occurrence of the Force Majeure.

8.3. If Force Majeure occurs, the period for performance of obligations under this Agreement is extended in proportion to the period during which such circumstances and their consequences continue.

8.4. If the period of Force Majeure exceeds 3 (three) months, either Party may unilaterally terminate the Agreement in accordance with Clause 5.7 of the Agreement.

9. Governing Law, Claims and Dispute Resolution

9.1. The Parties seek to resolve disagreements through negotiations and the exchange of documented communications.

9.2. A claim is sent to info@rdg-studio.com with a description of the demand and relevant supporting materials. The Provider confirms receipt and responds within a reasonable period, usually no later than 14 calendar days, unless applicable law establishes a different mandatory period.

9.3. The substantive law of Ukraine applies to the Agreement. The choice of Ukrainian law does not deprive a Customer who is a consumer of the protection afforded by mandatory provisions of law that would apply in the absence of that choice.

9.4. In a dispute involving a foreign element with a Customer who is an entrepreneur or legal entity, either Party may apply to the competent courts of Ukraine or to the state court of first instance in Vienna, Austria, having jurisdiction over the subject matter and value of the claim. This jurisdiction clause is non-exclusive.

9.5. In relation to a Customer who is a consumer, Clauses 9.3–9.4 do not limit the courts, authorities, right of recourse or other remedies available to the Customer under mandatory rules of applicable law.

10. Special Terms

10.1. These rules and terms include bonuses, various promotions, prize draws and other events connected with the sale of Services marked [Promotion] (hereinafter, a “Promotion”).

10.2. Services offered under a Promotion are sold subject to the restrictions set out in Appendix No. 1 to the Agreement, unless other terms are published by the Provider.

10.3. The Provider, as organiser of a Promotion, may change the terms of the Promotion or suspend (cancel) the Promotion at any time without explaining the reasons before a specific order is accepted. Information about a change, suspension or cancellation is published on the website or communicated to the Customer before ordering. The terms of an order already accepted and paid for are not changed unilaterally.

10.4. Promotion terms do not by themselves create a right to a refund solely because the Customer changed its mind. Services offered under a Promotion remain subject to the refund grounds expressly stated in Clause 5.5 and to rights that cannot be limited by contract.

11. Copyright

11.1. The result of the Service may include individual texts, designs, software code, images, processed images and other protected results created specifically for the Customer and expressly listed in the TS or the written scope of the order (hereinafter, the “Individual Final Result”).

11.1.1. The Customer's materials and third-party components do not become the Provider's property and are not included in the scope of rights transferred by the Provider beyond the rights which the Provider is entitled to dispose of.

11.1.2. “Work” means the Service as a result of intellectual activity (works of science, literature and art, computer programs and databases) protected by copyright.

11.2. Until full payment, the Customer may use the presented result only for approval and acceptance of the order, unless the Parties agree otherwise in writing.

11.3. After full payment and Delivery of the Individual Final Result, all transferable economic intellectual property rights in that result belonging to the Provider or acquired by it from engaged authors are transferred to the Customer to the extent set out in this Section, without any separate additional payment.

11.4. The transfer of rights under Clause 11.3 includes the right to use the result by any means not prohibited by law, to authorise and prohibit its use, reproduce, publish, distribute, publicly display and make it available, translate, rework, adapt, modify, incorporate it into other works and products, exploit it commercially, further transfer rights and grant licences.

11.4.1. Remuneration for the transfer of economic rights is included in the price of the relevant Service; no additional fee is charged for such transfer or for use of the result without attribution to RDG Studio.

11.4.2. The economic rights pass to the Customer upon simultaneous fulfilment of two conditions: full payment and Delivery of the relevant Individual Final Result, unless the TS expressly establishes a later time.

11.4.3. Once the rights have passed, the Provider does not restrict the Customer's further use or modification of the Individual Final Result, except for restrictions imposed by law and licences for third-party components.

11.4.4. The Customer grants the Provider a royalty-free, non-exclusive right, without further approval, to use in the Provider's portfolio, case studies, presentations and materials about its work the result created under the order after its public launch, as well as the public project name and the Customer's logo. If the Customer does not wish to permit such use, it must notify the Provider in writing no later than approval of the result and before its publication. Personal data, unpublished materials and information expressly designated as confidential in the TS or an NDA are not published. A review may be used if it was provided for publication or has already been made public by the Customer.

11.4.5. The Customer may use the Individual Final Result without being required to state the Provider's name, trade name, logo or link and may engage another contractor to maintain, develop and modify it.

11.4.5.1. The Customer is not required to obtain separate permission from the Provider to rework, modify, adapt or commercially use the transferred Individual Final Result.

11.4.5.2. RDG Studio may be credited at the Customer's discretion or where the Parties have separately agreed such credit for a specific public material; absence of such credit does not require any additional payment.

11.4.6. The territorial scope of the exclusive right assigned to the Customer is unrestricted (worldwide).

11.4.7. The term of the bundle of exclusive rights transferred under this Agreement is equal to the entire term of the corresponding rights under applicable law.

11.4.8. If the term of the relevant exclusive right is changed by applicable law or an international treaty, the term of the transferred rights changes to the same extent where this follows directly from that change.

11.4.9. After full payment and Delivery of the result, the Customer receives, without any separate additional payment, the agreed final files, exports and access credentials, as well as all transferable economic rights in the Individual Final Result specified in the TS or the written scope of the order. Restrictions, prohibitions, additional charges and mandatory attribution requirements contained in previous or general wording of this Section do not apply to such result. Rights in the Customer's materials remain with the Customer; the Provider's portfolio right is retained only within the limits of Clause 11.4.4.

11.4.10. Third-party fonts, stock materials, plugins, libraries, hosting, payment and AI tools are not transferred into the Customer's ownership. If such components form part of the result, the Customer receives the right to use them only within the applicable licence, which the Provider discloses to the extent reasonably known to it before Delivery.

11.5. When performing the order, the Provider uses its own materials, the Customer's materials, third-party materials under an applicable licence, public-domain materials, or materials whose use is permitted by law. The mere absence of an identified author, prohibition or copyright notice does not independently constitute permission for use.

11.5.1. If authors or contractors are engaged to perform the order, the Provider secures from them the rights required for transfer to the Customer within the agreed scope. Exclusivity beyond the transfer of rights in the Individual Final Result and a prohibition on repeated use of general methods, techniques, template elements or know-how apply only if expressly stated in writing in the TS.

11.6. Transfer of rights in the Individual Final Result does not transfer to the Customer any rights in the RDG Studio trade name, corporate identity, trademarks, logo, domain names or other designations not created specifically for the Customer, nor does it expand licences for fonts, stock materials, plugins, libraries, platforms, AI tools or other third-party components. Such components are used under the terms of the applicable licences.

12. Confidentiality

12.1. By accepting the Agreement, the Customer acknowledges the Privacy Policy published at https://rdg-studio.com/en/privacy/. Personal data is processed to respond to an enquiry, conclude and perform the Agreement, process payments and refunds, comply with legal duties, and establish, exercise or defend legal claims; separate consent is used only where it is the appropriate legal basis.

12.2. The Parties' correspondence, approvals, Applications and communications are documented through the confirmed channels under Clause 1.2 to the extent necessary to respond, perform the order, ensure quality control, process payment, protect rights and comply with mandatory legal requirements.

12.3. The Parties acknowledge that all information directly or indirectly relating to this Agreement (except information concerning the use of public funds), as well as information about the activities of either Party that becomes known to the Parties as a result of the conclusion and/or performance of this Agreement, is confidential.

12.4. The Parties agree not to disclose confidential information to third parties and not to use it for any purpose other than proper performance of this Agreement, both during its term and after its termination. Each Party undertakes to limit the persons who have access to such information to the number reasonably necessary for proper performance of the Agreement.

12.4.1. As an exception to Clause 12.4, the Provider may use the publicly launched result, public project name and Customer's logo in its portfolio and materials about its work within the limits of Clause 11.4.4, unless the Customer has prohibited such use in writing before publication. This exception does not permit disclosure of personal data, non-public materials, access credentials, financial information or information expressly designated as confidential in the TS or an NDA.

12.5. During the term of the Agreement and for three years after its expiry, the Parties undertake under no circumstances to disclose confidential information and to ensure its protection. Confidential information may be disclosed by a Party pursuant to a lawful demand of a public authority, a court judgment, or with the consent of the other Party.

12.6. Confidential information may be disclosed only: (a) to contractors and suppliers bound to protect it, to the extent necessary to perform the Agreement; (b) to comply with a lawful demand or to establish, exercise or defend a legal claim; (c) where the information lawfully became public without breach of the Agreement or was obtained independently by a Party; or (d) within the portfolio exception in Clauses 11.4.4 and 12.4.1.

13. Disclaimers

13.1. The Provider must deliver a result that conforms to the written scope of the order and the mandatory requirements of applicable law. Limitations of third-party platforms, browsers, hosting and services are disclosed to the extent reasonably known to the Provider.

13.2. The Customer understands and agrees that it uses the Service at its own risk when organising and conducting its business or for personal purposes. The Provider does not guarantee the fitness of the Service for the Customer's particular business or personal purposes, except for the purposes specified in the Technical Specification and the Agreement.

13.3. The Customer bears sole liability to third parties and all risks, including material and financial risks, for the legality and accuracy of, and the necessary rights in, information, data, texts, photographs, images, video materials, communications and any other information it provides to the Provider. The Provider remains responsible for using those materials outside the purpose and scope agreed in writing and for its own breach of the Agreement or mandatory law.

13.4. Except as expressly stated in this Agreement, the Provider gives no warranties that the Service will meet the Customer's requirements, will remain continuously current, will be secure or error-free, or that the quality of any services, information or other materials acquired in connection with the Service will meet the Customer's requirements. No recommendation or information obtained by the Customer from the Provider creates any warranty other than warranties expressly stated in this Agreement.

13.5. Additional warranties, including warranty service, technical support and similar services, are established by a special agreement between the Parties for an additional fee.

13.5.1. Care and other support after Delivery of the result are provided only if included in Appendix No. 1, the Technical Specification or the written confirmation of the order. Care is not a mandatory condition for operation of the website, does not restrict delivery of files and access credentials to the Customer, and does not replace correction of reproducible technical deviations from the TS. The price, term, included time, scope of work, renewal and additional services are determined by Appendix No. 1, the service page and the specific order.

13.6. In relation to a Customer that is an entrepreneur or legal entity, and to the fullest extent permitted by law, the Provider is not liable for indirect or consequential loss, loss of profit, or loss of opportunity unless such consequence was expressly accepted by the Provider as a risk in the TS. This limitation does not apply to intentional misconduct, gross negligence, breach of confidentiality or personal-data obligations, intellectual-property infringement, or other liability that cannot lawfully be excluded or limited. A consumer's mandatory rights and remedies are not limited.

14. Additional Terms

14.1. Changes and additions to a specific order are valid if recorded through confirmed electronic channels and agreed by the Parties in accordance with this Agreement.

14.2. Appendices, supplemental agreements, changes to price or scope, agreements settling a claim, and other documents that change the Parties' rights or obligations are approved by handwritten or permissible electronic signature or by an unambiguous “I APPROVE” communication through a confirmed channel. Absence of such an action within the period specified in Clause 4.1.3 means “I DO NOT APPROVE”. This Clause does not govern acceptance of a Service or stage already performed under Clause 4.2.2 or ordinary operational approval under Clause 14.7.

14.3. Each Party is responsible for the actions of its employees, representatives and other persons to whom it has granted access to a confirmed electronic channel, unless otherwise established by a proven hacking incident, substitution or other security breach.

14.4. The Parties recognise the legal effect of documents and communications received by email and through other electronic channels confirmed in advance, provided that their content, sender, addressee, date and time can be retained. Simple written form or another special method applies where expressly required by law or agreed by the Parties in writing.

14.5. If the agreed details change, the Parties undertake to notify each other through confirmed communication channels without undue delay. The Provider's current details are stated in Section 15 of this Agreement; its bank details are stated in the invoice.

14.6. The Agreement, Appendix No. 1, order forms, payment and refund information and the Privacy Policy are published in complete Ukrainian, Russian and English versions bearing the same revision number and date. For visitors from Ukraine, the website automatically opens the Ukrainian version, with the option to select another language manually. The content of the language versions is maintained in sync; the Customer's mandatory language rights are preserved.

14.7. The Parties recognise operational approval by email and other electronic channels confirmed in advance, provided that the content of the communication, sender, addressee, date and time can be retained. If the Customer does not send a response or comments within 72 hours after delivery of a communication concerning a specific interim operational matter, silence is deemed approval only of that matter and the Provider may continue the work. Weekends and official non-working public holidays at the Provider's place of registration are not counted in the period. The communication must unambiguously identify the subject of approval and warn of the 72-hour period.

14.7.1. Clause 14.7 does not apply to acceptance of a Service or stage under Clause 4.2.2, to documents or settlement of claims under Clause 14.2, or to conclusion of a paid order, an increase in price, expansion of scope, imposition of new obligations, or waiver of mandatory rights.

15. Provider Details

15.1. Provider: individual entrepreneur (sole proprietor) Мандриевский Сергей Валентинович.

15.2. Taxpayer Registration Number (RNOKPP): 2470720575.

15.3. Contact address as supplied by the Provider: 5B Dobrovoltsiv Street, apartment 25, Odesa, Odesa Region, 65036, Ukraine.

15.4. Email: info@rdg-studio.com.

15.5. Bank details are stated in the invoice and are deemed confirmed only in accordance with Clauses 1.2, 3.4, 6.4 and 6.4.1 of this Agreement.

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Technical Scope of RDG Studio's Current Services

Purpose: Appendix No. 1 describes the technical scope only of those RDG Studio services published in the current website catalogue: landing pages, websites and controlled redesign, food photo enhancement, and optional Care support. An individual Technical Specification (TS) identifies the selected service and clarifies its scope for the specific order. Any other work becomes part of the order only after it is expressly included in the TS in writing.

Price: The current price or individual quotation procedure is stated on the relevant service page at https://rdg-studio.com/en/services/. Before paid work commences, the Parties confirm in writing the final price, currency, third-party expenses, stages and payment procedure. A subsequent change to information on the website does not alter an order that has already been confirmed.

Application and materials: The task may be described in free form; the brief is optional. The Customer provides the information and materials available to it, and the complete list of materials required before work can commence is recorded in the TS.

Free before a paid order: For a web project, the Provider may prepare one personalised first-screen concept; for the photo enhancement service, one test enhancement of one suitable source image. The free result demonstrates the direction, is not a completed website or paid package, does not include editable working files, and does not oblige the Parties to continue the project.

1. Landing Pages

Purpose: One responsive page focused on one primary visitor action — making a call, submitting a form, requesting a price, booking an appointment or requesting a reservation.

Simple landing page: One page consisting of 5–7 content sections, one language, Customer-supplied finished texts and photographs, responsive design for mobile phone and desktop computer, one primary action — a call or contact form — plus a map, basic SEO settings, connection of the agreed domain and HTTPS, a private staging environment, and one consolidated revision round. The Provider structures and, where necessary, briefly edits the information supplied; writing the complete copy from scratch is included only if expressly stated in the TS.

Individually quoted landing page: If more than seven sections, an additional language, copy preparation or translation, appointment booking, a menu, catalogue, external integration, online payment, CRM, online store or custom backend is required, the precise number of pages, sections, languages, functions and results is recorded separately in the TS. Such items are not automatically included in the simple landing page.

Materials: The offer, current prices and terms, contact details, finished texts and photographs, a logo if available, address and map, necessary links, information for mandatory notices, and access credentials for the domain and agreed external services. Up to three visual references may be supplied at the Customer's discretion.

Sequence: (1) brief audit of the task; (2) personalised first-screen concept, if provided; (3) written approval of the TS; (4) receipt of the required payment, materials and access credentials; (5) structure, design and development; (6) internal review; (7) presentation in a private staging environment; (8) one consolidated list of revisions; (9) repeat review; (10) final approval, the settlement required for the selected type of landing page, launch and Delivery in accordance with the TS. The simple landing page is paid for in two payments of 30% and 70%; an individually quoted landing page is paid for in one payment of 100% of the final price after written approval of the TS and before development commences.

Term: The target completion time for a simple landing page is five business days after the conditions for commencement of work under the main offer and the TS have been met. The term for an individually quoted landing page is established in the TS.

Revisions: One consolidated list of changes within the approved structure, materials and functions is included. A new section, page, language, user flow or integration constitutes a change of scope.

Result: A working responsive page on the agreed domain, the agreed access credentials, and an export or source files in the format specified in the TS. An editable design file is delivered only if expressly included in the TS.

Service and pricing page: https://rdg-studio.com/en/services/landing-pages/#pricing.

2. New Website or Controlled Redesign

Purpose: Creation of a compact multipage website or safe replacement of an outdated website without prematurely disabling its live version.

Scope: A map of pages and commercial user flows; review of the domain, email and key URLs; the agreed structure, design and functionality; responsive development; a private staging environment; a backup of the available previous state; a redirect map for migration; a rollback plan; one agreed switch of the live domain; and one consolidated revision round. The number of pages, templates, languages, forms, integrations and materials to be migrated is always specified in the TS.

Materials and access credentials: Objectives and audiences, a map of required pages, texts and images, languages, forms and integrations, access credentials for the CMS, hosting and domain, and information about email, analytics, important URLs, metadata and third-party services. Missing or inaccessible materials are not deemed included in the migration.

Sequence: (1) audit of the existing state and page map; (2) personalised first-screen concept, if provided; (3) the TS, scope, term and price; (4) receipt of the required payment, materials and access credentials; (5) structure, design and development; (6) population with supplied materials; (7) private staging environment and internal review; (8) one consolidated list of revisions; (9) repeat review, publication and Delivery in accordance with the TS. A new website or controlled redesign is paid for in one payment of 100% of the final price after written approval of the TS and before development commences. The live website and email are not changed until the switch is separately approved.

Additional work for a redesign: Inventory of the available pages, forms and commercial user flows; identification of the content to be retained, deleted and migrated; review of key URLs, redirects, DNS, HTTPS and email; preparation of a rollback backup; and a verification check after launch.

Revisions and boundaries: One consolidated list of changes within the approved TS is included. Additional pages, languages, functions and integrations, migration of a new volume of content, an online store, CRM, customer account, online payment or custom backend are quoted and agreed separately.

Result: A published website; an export or source files in the agreed format; administrative access credentials; a list of connected third-party services; and, for a redesign, the agreed redirect map and an available backup. Search rankings, traffic and sales are not guaranteed.

Service and quotation procedure page: https://rdg-studio.com/en/services/websites/#pricing.

3. AI-Assisted Food Photo Enhancement

Purpose: Enhancement of real photographs supplied by a restaurant, cafe or delivery service for a website, digital menu, delivery platforms, social media or advertising, while preserving the recognisability of the dish.

Free test: One demonstration enhancement of one suitable source image, one version, with no included revision round and no delivery of working files, generation history, models or internal prompts.

Standard paid scope: Three source photographs supplied by the Customer, one agreed final version for each source image, and three finished raster files. The format, dimensions, crop and file-size limit are recorded in the TS. The paid package is paid for in one payment of 100% before processing begins. An additional size, crop or version, or replacement of a source image, is treated as a separate result.

Materials: Source photographs in the highest available quality, confirmation of the right to provide and use them, the name and actual composition of the dish, intended platforms and processing restrictions. An unsuitable source image may be rejected before processing begins and replaced by the Customer.

Sequence: (1) review of source images; (2) free test, if provided; (3) agreement on permitted changes, formats and paid scope; (4) correction of light, colour, background, sharpness and presentation using AI tools under human supervision; (5) comparison with the source image and internal review; (6) preview; (7) one consolidated round of minor adjustments for the entire package, without changing the source images or direction; (8) Customer confirmation that the result corresponds to the actual dish; (9) Delivery by email or secure link.

Restrictions: By default, ingredients are not added or removed, their quantity is not changed, and the portion size is not increased. A new source image, change of composition or new artistic concept is not an included revision.

Result: Three final raster files in the agreed formats. Layers, editable working files, generation history, models and prompts are not delivered unless the TS expressly provides otherwise. Before commercial use, the Customer confirms that the image corresponds to the actual dish.

Service and pricing page: https://rdg-studio.com/en/services/food-visual/.

4. Care — Optional Support for a Static Website

Purpose and term: Support for one static website during one paid period of 30 calendar days. Care is not a condition for Delivery of the website and does not limit the Customer's control over the domain, files and access credentials. Care is paid for in one payment of 100% before activation and does not renew automatically.

Included: Hosting of the static version of one website on the agreed infrastructure, availability monitoring, one current backup, and a total of up to 15 minutes of minor changes to existing sections: replacement of text, a photograph, a link or contact details. The limit includes analysis of the request, performance, publication and verification.

Procedure: (1) the Customer sends a request and finished materials; (2) the Provider checks whether the request falls within Care and whether sufficient time remains; (3) a working copy is saved before the change; (4) the change is published and checked; (5) the result and the time used are reported to the Customer.

Boundaries: Unused time is not carried over to the next period. New pages or sections, a new design concept, functions, integrations, translation, copywriting, a domain, email, paid licences and restoration following third-party actions are not included. If a request does not fit within the remaining time, work does not commence without a separate written agreement.

Error in a Care change: Correction of a technical error made by the Provider while performing an agreed Care change does not consume the limit a second time.

Service and pricing page: https://rdg-studio.com/en/services/care/.

General Terms on Scope, Review and Delivery

Scope rule: Only what is expressly identified in the selected service card and the TS is included. Additional pages, sections, languages, files, versions, integrations and other results are included only after written agreement. Charges for the domain, hosting, licences, fonts, stock materials, translators and third-party services are paid separately unless the TS expressly provides otherwise.

Consolidated revision round: One consolidated list of changes submitted by the Customer within the agreed structure, materials, direction and functions. New content, a section, page, language, source image, user flow or integration constitutes new work. Correction of a reproducible technical deviation from the TS does not consume the included revision round.

Review of web work: Before presentation to the Customer, responsiveness on mobile phone and desktop computer, navigation, agreed forms and links, HTTPS, basic SEO settings, and the absence of known broken internal links are checked. For a redesign, the agreed redirects, email and rollback capability are also checked. Specific performance, accessibility or compatibility metrics become acceptance criteria only if specified in the TS.

Delivery of web work: After the conditions of the main offer and the TS have been met, the Customer receives the agreed final files or export, access credentials, a list of external services and brief information for future maintenance. Passwords are provided separately by a secure method. For a redesign, the available backup and redirect map are also delivered; for photographs, the agreed final raster files are delivered.

Rights and licences: Economic rights in the Individual Final Result are transferred to the extent set out in the main offer after full payment. The Customer's materials remain the Customer's materials. Fonts, stock materials, plugins, libraries, hosting, payment and AI services are used under third-party licences and are not transferred into the Customer's ownership.

Priority of the TS: If the TS for a specific order expressly clarifies a standard term of this Appendix, the term of the TS agreed in writing applies. The remaining provisions of the Appendix remain in force. A new revision of the website, catalogue or Appendix does not alter an order that has already been confirmed.