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DARK BY RIOR

PUBLIC AGREEMENT (OFFER)

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PUBLIC AGREEMENT (OFFER)

on the procedure for attracting Sellers and terms of using the Marketplace

 

Revision No. 01-EN
Effective Date: January 26, 2026

 

1. GENERAL PROVISIONS

1.1. This Public Agreement (Offer) (hereinafter referred to as the "Agreement") determines the procedure and terms for attracting new sellers (partners) to sell their goods on the darkbyrior.ua website/marketplace.

1.2. This Agreement is a public offer in accordance with Articles 633, 641, 642 of the Civil Code of Ukraine and regulates, in particular, the procedure for a potential Seller to apply to the Administrator to conclude a license agreement, and the Administrator's powers.

1.3. The provisions of this Agreement do not constitute a service provision agreement between the Administrator and a potential Seller, nor do they constitute a full license agreement. Financial terms (commission, access fee, tariffs, etc.) and other essential terms are determined separately in an individual License Agreement between the Administrator and the potential Seller.

1.4. The Administrator provides the Seller with the opportunity to post information about goods, sell them, and communicate with Buyers through the functional features of the Website exclusively after approval of the Seller's application and conclusion of the relevant License Agreement. None of the clauses of this Agreement may be interpreted as granting a potential Seller the right to use the seller's functional features on the website unless a license agreement has been concluded between the Parties.

2. TERMS AND DEFINITIONS

2.1. In this Agreement, terms are used in the following meanings:

2.1.1. Administrator — Individual Entrepreneur Pospiekhova Mariia Vadymivna (RNOKPP: 3607610829; address: 49111, Dnipropetrovsk oblast, city of Dnipro, Zaporizke shose, building 28Ts, apartment 61, entry number in the Unified State Register 2002240000000150145 dated February 1, 2021), registered in accordance with the current legislation of Ukraine and/or persons authorized by her to manage the Website, who ensures the functioning of the Website and organizes Sellers' access to the Marketplace functions.

2.1.2. Website / Marketplace — a web resource hosted on the Internet at the domain darkbyrior.ua, including subdomains, pages, modules, functions, interfaces, software components, and the Seller's office.

2.1.3. Seller — an individual entrepreneur or legal entity that has concluded a license agreement with the Administrator on granting the Administrator the right to use the seller's functional features on the Website for the purpose of selling cosmetic goods to Buyers through the Website.

2.1.4. Buyer — a consumer or another person who places an order for the Seller's goods through the Website.

2.1.5. Seller's Content — any texts, photos, videos, descriptions, product characteristics, prices, trade names, trademarks and service marks, and other materials uploaded/posted by the Seller on the Website.

2.1.6. License Agreement — an individual agreement concluded between the Administrator and the Seller after approval of the Seller's application, which grants the Seller the right to use the Website and determines, in particular, financial and other expanded terms of using the Marketplace.

3. SUBJECT OF THE AGREEMENT

3.1. Under this Agreement, the Administrator determines the procedure for submitting, reviewing, and making a decision on attracting the Seller to sell goods through the Website, and the Seller undertakes to comply with the requirements of this Agreement and the current legislation of Ukraine.

3.2. The Administrator has the right to grant or refuse to grant access to the Website's functionality for selling goods, as well as to offer to conclude a License Agreement at its discretion, taking into account the criteria of this Agreement, or to refuse to conclude such an Agreement.

4. PROCEDURE FOR SUBMITTING AND REVIEWING APPLICATIONS

4.1. To initiate cooperation, the Seller must apply to the Administrator by sending an application to the email address: sales@darkbyrior.ua (hereinafter referred to as the "Application").

4.2. The Application must contain, at a minimum:

  1. Full name / Full name of the Seller;

  2. Registration data (for FOP — RNOKPP; for a legal entity — EDRPOU) and taxation system;

  3. Contact details (phone, email);

  4. Links to website/social media (if any);

  5. Description of experience in selling goods in the cosmetic field.

4.3. The Administrator has the right to request additional information and documents, in particular:

4.3.1. Documents confirming the quality/safety of the product;

  1. Documents regarding the manufacturer/supplier.

4.4. The Administrator reviews the Application within up to 10 working days from the moment of its receipt or from the moment of receiving all additionally requested documents.

4.5. Based on the review results, the Administrator makes one of the decisions:

4.5.1. Approve the Application and conclude a License Agreement with the Seller; or

4.5.3. Refuse cooperation without the obligation to explain reasons.

4.6. After signing the License Agreement, the Administrator provides the Seller with access to the Seller's functional features on the website by expanding rights in the personal account from "User" to "Seller".

5. ADMINISTRATOR'S STATUS AND ALLOCATION OF LIABILITY

5.1. The Administrator is not a party to the purchase and sale agreement between the Seller and the Buyer. All settlements for orders are made directly between the Seller and the Buyer.

5.2. The Seller independently:

  1. Sets prices for goods;

  2. Accepts payment from Buyers;

  3. Ensures the delivery of goods;

  4. Provides warranties, reviews requests/complaints/claims of Buyers;

  5. Bears responsibility for the quality, safety, compliance, and legality of the sale of goods.

5.3. The Administrator only provides technical capability to use the Website and has the right to moderate the Seller's Content and product positions based on the agreement on posting information on the website.

5.4. For the purpose of implementing the License Agreement, the Seller provides the Administrator with access to information on the volumes, total sales, and specific nomenclature list of goods sold. The Seller hereby consents to the Administrator's use of this information for marketing purposes.

6. OBLIGATIONS AND WARRANTIES OF THE SELLER

6.1. The Seller guarantees that:

6.1.1. They have legal grounds to sell the goods offered through the Website;

6.1.2. The goods are not counterfeit and do not violate the rights of third parties;

6.1.3. Information about the product is reliable, complete, and not misleading to the Buyer;

6.1.4. The Seller's Content does not violate copyright, trademark rights, trade names, and other intellectual property rights.

6.2. The Seller is prohibited from:

6.2.1. Posting illegal goods or goods whose circulation is restricted;

6.2.2. Uploading false product characteristics;

6.2.3. Misleading Buyers regarding the properties, origin, and quality of the product;

6.2.4. Using third-party materials on the Website without legal grounds;

6.2.5. Selling goods other than cosmetics.

7. RIGHTS OF THE ADMINISTRATOR

7.1. The Administrator has the right to:

7.1.1. Refuse to attract a potential Seller without explaining reasons;

7.1.2. Restrict or terminate the Seller's access to the Website's functions in case of violation of this Agreement, License Agreement, or the legislation of Ukraine;

7.1.3. Hide/delete the Seller's Content that violates the rules of the Website;

7.1.4. Temporarily block product positions or the Seller's account in case of receiving complaints/suspicions of violation of third-party rights.

8. LIABILITY OF THE PARTIES

8.1. The Seller bears full responsibility before Buyers and third parties for goods, their quality, safety, labeling, origin, as well as for the execution of orders.

8.2. In case of filing any claims/demands/complaints against the Administrator related to the Seller's activities, the Seller is obliged to:

8.2.1. Independently settle such demands; and

8.2.2. Compensate the Administrator for documented losses caused by the Seller's actions/omissions.

8.3. For any gross violation by the Seller of the terms of the License Agreement, terms and rules of the Website, the Administrator has the right to prematurely disable the Seller's access to the Website's functional features for the seller by changing the status of the personal account from "Seller" to "User". In this case, the Administrator does not refund license fees.

9. PERSONAL DATA AND CONFIDENTIALITY

9.1. The Seller undertakes to comply with the requirements of the legislation of Ukraine on personal data protection when processing Buyers' data.

9.2. In case the Seller gains access to Buyers' personal data through the Website, the Seller undertakes to use such data exclusively for fulfilling the order and not to transfer them to third parties without legal grounds.

10. FINAL PROVISIONS

10.1. This Agreement enters into force from the moment it is posted on the Website and is valid indefinitely until its revocation or replacement by a new edition.

10.2. The Administrator has the right to unilaterally change this Agreement. The new edition enters into force from the moment it is posted on the Website, unless otherwise provided in the edition itself.

10.3. The law of Ukraine applies to this Agreement.

10.4. All disputes are resolved through negotiations, and if agreement is not reached, in court in accordance with the legislation of Ukraine.