Terms of Use and Public Offer

This document is both the terms of use of the website https://llc.in.ua and a public offer — a proposal to enter into a services agreement on the terms set out below, addressed to an indefinite range of persons under Articles 633 and 641 of the Civil Code of Ukraine.

The parties are:

• the Provider — Neutrome Labs LLC, a limited liability company incorporated in the State of Delaware, USA (file number 10217901, registered address Governors Avenue 1111B S Dover, DE, 19904 US). The Provider is the contracting party for every Customer regardless of country and is responsible for delivery of the Services as a whole.
• the Ukrainian Partner — individual entrepreneur (ФОП) Bondarenko Roman Hryhorovych (tax number 3643300456, registered address vul. Kostenka 27, Kriviy Rih, Dnipropetrovska obl., 50065, Ukraine). The Ukrainian Partner performs the part of the Services that requires Ukrainian legal capacity and acts as the participant (owner) of the Customer's Company under the Fully Online structure.
• the Customer — a natural or legal person who has accepted this Offer.

The Provider and the Ukrainian Partner share the same ultimate owner and operate as a single service group under the trading name LLC.in.ua. The Customer may raise any matter with the Provider; how work is divided between the Provider and the Ukrainian Partner does not reduce the Customer's rights.

• Platform — the website https://llc.in.ua and the Customer dashboard, through which orders are placed and serviced.
• Services — services from the Platform catalog selected by the Customer as part of an Order.
• Catalog — the list of Services with their titles, descriptions, prices and billing periods, held on the Provider's side.
• Application — the data about a prospective company and its owners submitted by the Customer through onboarding.
• Company — a Ukrainian limited liability company registered or serviced on the Customer's instructions.
• Order — the list of Services assembled in the Platform together with the total amount payable.
• Subscription — the recurring Services of a single Company, billed at a defined interval.

The Offer is accepted by either of the following actions of the Customer:

• creating an account on the Platform;
• confirming an Order and making payment.

Acceptance means full and unconditional acceptance of all terms of the Offer, together with the Privacy Policy and the Refund Policy, which form an integral part of it. The agreement is concluded at the moment of acceptance and has the same effect as an agreement made in writing.

By making payment, the Customer expressly consents to performance beginning immediately, before expiry of the period provided by Article 13 of the Law of Ukraine "On Protection of Consumer Rights", and confirms awareness of the consequences of that consent, described in the section "Refunds and cancellation".

A Customer who does not agree with any term of the Offer must not use the Platform or the Services.

The Platform is a business-services coordination service. Some work is performed by the Provider and the Ukrainian Partner directly, and some through partners: law and accounting firms, notaries, banks, payment systems, telecom operators, recruitment agencies and other providers. The Provider is answerable to the Customer for coordination and for the outcome within the limits set by this Offer.

The Customer understands and agrees that:

• the Provider is not a law firm, an audit firm, a bank or a public authority;
• Platform materials, references, guides, blog posts and support replies are informational and do not constitute legal, tax, accounting or investment advice;
• a decision to register a company, open an account, grant a licence, or any other decision of a state body, bank, notary or other third party is made by that party independently and cannot be guaranteed by the Provider;
• to obtain individual advice, the Customer must order the corresponding Service (for example, "Legal Support" or "Business Consulting").

Access to the dashboard is granted by email address and password. The minimum password length is eight characters.

An account is not created by self-registration but on the basis of a submitted Application: after successful payment, or after the Application is approved, a single-use password-setup link valid for 72 hours is sent to the stated contact address. Once a password is set, every Company created with the same contact address is linked to the account.

Before an account exists, the draft Application is held under a single-use resume token stored in the Customer's browser; only its hash is stored on the Provider's side. Losing the token before completing payment means losing access to the draft.

The Customer must keep the password and the token confidential and notify the Provider immediately of any unauthorised access. Actions taken through the Customer's account are deemed to be taken by the Customer.

The Customer assembles an Order by selecting Services from the Catalog. In doing so:

• the "Formation (Company Registration)" Service is mandatory for a registration Order and cannot be removed;
• selecting a managed legal address automatically adds the "PO Box & Mail Handling" Service, and selecting a managed physical address adds the "Managed Physical Office" Service; these Services are technically required for the chosen address arrangement;
• the ownership shares of all owners in the Application must total 100%;
• editing the list of owners cancels an unpaid registration Order and requires the Order to be assembled again and the owners to be screened again.

Returning to checkout does not create a second Order: the Platform opens a fresh payment attempt for the same Order.

An unpaid Order may be adjusted by the Provider (for example, after the scope of work is clarified) — in that case the previous payment attempt is superseded and the Customer sees the updated amount before confirming. Paid and cancelled Orders are not modified.

Currency and the source of price

All prices are set and charged in euro (EUR). The price binding on the parties is the one shown in the Order summary at the moment of proceeding to payment; it is always derived from the Catalog on the Provider's side. Prices shown on marketing pages of the website are indicative and are not an offer to contract on those terms.

What the price does not include

Unless the Service description expressly states otherwise, the price does not include: the administrative fee and other state charges, notary services, apostille and legalisation of documents, sworn or certified translation, courier delivery, bank charges, payment-system fees and currency conversion fees, or payments to third parties for licences and permits.

How payment is made

Payment is made by card on the payment provider's secure hosted page — Stripe or LiqPay (a service of JSC CB PrivatBank), depending on the Platform configuration. Visa and Mastercard are accepted. Card details are entered on the provider's side and never reach the Provider.

An Order containing both one-time and recurring Services may be split into several sequential payments (legs). The Order is treated as paid only once all legs are paid.

When payment takes effect

Payment is treated as made solely on the basis of confirmation from the payment provider — a signed webhook or the result of a status lookup. The Customer's browser returning from the payment page does not itself confirm payment or change the Order status.

If the amount or currency confirmed by the provider does not match the amount or currency of the Order, the payment is recorded as failed and funds are returned in accordance with the provider's rules.

The recurring Services of one Company are combined into a single Subscription. The interval is set by the Catalog and is currently one month for all recurring Services.

Adding Services

Adding a recurring Service charges the first period of the new Service and any one-time items after confirmed payment. The Service is then added to the existing Subscription. The Provider's recurring total is synchronized overnight; the Subscription is not rebuilt or replaced. Until payment is confirmed, the Subscription is unchanged.

Removing Services and cancellation

Removing a Service or cancelling a Subscription takes effect at the end of the paid period. Until that date the Service remains fully active and paid for. No proration, partial refund or credit for the unused remainder is given. Early termination of a Service at the Customer's request is not available.

Failed renewal

If a renewal payment fails, the Subscription moves to a "failed" status, delivery of recurring Services stops, and the Customer is notified. The Provider may suspend servicing of the Company until the debt is settled.

After a registration Order is paid, the Application moves to "under review" and is passed to a Provider manager.

Following review, the manager either:

• approves the Application — after which the Customer confirms the names, activity codes (KVED), tax regime and structure, and the Company is activated; or
• declines the Application — stating a reason, which is shown to the Customer in the dashboard verbatim.

A decline on review is not a ground for a refund. Instead, the Customer receives the right to resubmit the same Application free of charge: the Company returns to draft status, the manager's previous assignments are cleared, and the Customer may correct the data and submit again without a second charge. There is no limit on the number of resubmissions.

Grounds for decline include, among others: the Customer or an owner failing sanctions, anti-corruption or financial-law requirements; inaccurate, contradictory or incomplete data; a line of business the Provider does not service; the inability to engage a partner willing to service that business.

Automated owner screening

Before the first registration Order is created, the Platform performs mandatory automated screening of the owners. Only the internal owner identifier, surname and given name, sex, derived age and citizenship are submitted for screening; contact details and addresses are not.

The screening result is advisory: a "requires review" outcome does not block placing or paying for an Order and is not a decline — the final decision is always made by a human manager. However, if screening cannot be carried out because the screening service is unavailable or returns an error, no Order is created until the service is restored.

Identity verification of owners

After the Company is activated, an identity verification task is created for each owner in the "Tasks" tab and is completed on Stripe Identity's secure page. The owner supplies images of an identity document and a selfie directly to Stripe.

Identity verification is not a condition of activation. The outcome is determined by a signed message from Stripe; the browser returning merely reopens the dashboard. If Stripe requires further input, the task returns to pending with an explanation and the owner may retry.

The Provider may suspend or terminate the Services if an owner fails verification or supplies false documents.

The Customer selects one of three variants. The choice determines the legal ownership arrangement and the parties' obligations.

Fully Online

The participant (owner) of the Company on the state register is the Ukrainian Partner, acting as an analogue of a registered agent and operating the Company solely on the Customer's instructions, given through the assignments module in the dashboard. The Customer retains intellectual property rights and full economic control of the Company.

Under this variant:

• the Ukrainian Partner must carry out the Customer's lawful instructions and must not deal with the Company's assets in its own interest;
• the accounting support Service is mandatory;
• the Customer may at any time require transfer of the corporate rights to itself or to a person it nominates; the transfer is executed under Ukrainian law, is paid for separately by the Customer (notary, state charges, support) and is carried out provided there is no overdue debt for Services;
• on termination of the agreement the parties act in good faith to transfer the corporate rights to the Customer in an orderly way; the Provider does not acquire a right to retain corporate rights as security for payment.

Fully Remote

The Customer is recorded as the owner and ultimate beneficial owner of the Company. Registration and subsequent servicing are carried out under a notarised power of attorney, the original of which the Customer prints, has notarised and sends by courier. The Customer understands that: third parties involved may apply their own verification procedures with different requirements; banks may require a director holding Ukrainian citizenship in order to open an account.

In Person

Registration is carried out with the Customer or the owners present in Ukraine. The Provider prepares the documents and provides support.

On activation of the Company, document records for the "Statute" and the "Formation Certificate" are created in the dashboard with an expected date seven calendar days from activation.

The expected date is indicative, not a guaranteed deadline. Actual timelines depend on the state registrar, the notary, the bank and other third parties, on the completeness and accuracy of the data supplied by the Customer, and on the circumstances described in "Force majeure".

A document becomes downloadable once a manager uploads the corresponding file and publishes it. Until then the document is marked as pending.

The Customer represents and warrants that:

• it has full legal capacity and authority to enter into this agreement and, where acting for a legal entity, proper authority to represent it;
• all data it provides about itself, the owners, addresses and activities is accurate, complete and current, and the documents it provides are genuine;
• it is entitled to provide the personal data of other individuals (owners, directors) and has informed those individuals that their data is being passed to the Provider and of the contents of the Privacy Policy;
• it is not a person subject to sanctions of Ukraine, the European Union, the United States of America or the UN Security Council, and does not act in the interest of such a person;
• the funds used to pay for the Services are of lawful origin.

The Customer must notify the Provider without delay of any change to the contact address, the owners, the ownership structure, the registered location and the line of business of the Company.

The Platform, the Services and any Company registered with the Provider's assistance must not be used for:

• activity prohibited by the law of Ukraine or of the Customer's country;
• circumventing sanctions, export controls or currency restrictions;
• money laundering, terrorist financing or financing the proliferation of weapons of mass destruction;
• fraud, pyramid schemes, or unlicensed financial or insurance activity;
• activity requiring a licence, carried on without one;
• providing a legal address to a person not genuinely connected with the Customer, or reselling address services to third parties;
• interfering with the Platform, automated data harvesting, attempts to bypass access controls or to overload the service.

Breach of this section is grounds for immediate termination of the Services without refund of amounts paid and, where warranted, for notifying the competent authorities.

Refund terms are set out in a separate document — the Refund Policy, which forms an integral part of this Offer.

The key rules are:

• A decline on review, the application of sanctions or other legal restrictions are not grounds for a refund — in those cases the Customer receives the right to resubmit the Application free of charge;
• a refund is given where everything on the Customer's side was in order and payment went through, but the Service was not provided by the Provider;
• changes to a Subscription take effect at the end of the paid period without proration or partial refund;
• the mandatory rights of a Customer who is a consumer are preserved in full.

The Provider may suspend access to the dashboard and delivery of the Services in the event of overdue payment, breach of "Prohibited use", provision of inaccurate data, or a reasonable suspicion of unlawful use of the Services. The Customer is notified of a suspension with the reason stated.

The Customer may initiate dissolution of the Company through the dashboard. Dissolution does not release the Customer from the obligation to pay outstanding amounts for Services already delivered and does not give rise to a refund.

Deletion of Company data is available after dissolution. Deletion destroys the stored identity-verification material of the owners and the corresponding check records. Data the Provider is required by law to retain — in particular accounting and payment records — is kept for the statutory periods; see the Privacy Policy.

The Platform, its source code, design, texts, guides, images and the trading name LLC.in.ua belong to the Provider or are used by it on lawful grounds. The Customer is granted a non-exclusive right to use the Platform for its own needs for the term of the agreement.

Copying, reproducing or using Platform materials for commercial purposes without the Provider's written consent is prohibited.

Work product created for the Customer (constitutional documents, contracts, reports) and all intellectual property of the Customer's business belong to the Customer. Under the Fully Online structure, registering the Company in the name of the Ukrainian Partner creates no rights for the latter in the Customer's intellectual property or business.

The Provider undertakes to deliver the Services professionally and in good faith, but does not guarantee any specific outcome that depends on a third party's decision, in particular: registration of the Company by the state registrar within a given period, the opening of a bank account, the grant of a licence, approval by a payment provider, or admission to the Diia.City regime.

The Provider is not liable for: acts and omissions of state bodies, notaries, banks, payment systems and other third parties; the consequences of inaccurate or incomplete data supplied by the Customer; decisions taken by the Customer on the basis of the Platform's informational materials; unavailability of the Platform caused by infrastructure provider failures.

The Provider's aggregate liability under this agreement is limited to the amount actually paid by the Customer for the Service giving rise to the claim during the twelve months preceding the event. The Provider does not compensate lost profit, indirect losses or reputational harm.

The limitations in this section do not apply to the Provider's wilful misconduct or gross negligence, or where limiting liability is prohibited by mandatory law, including consumer protection law.

The parties are released from liability for failure to perform, or improper performance of, their obligations where this is caused by circumstances beyond their control, in particular: martial law, armed aggression, hostilities, missile and drone strikes, a state of emergency, emergency and scheduled power and communications outages, suspension of the state registers, decisions of public authorities, epidemics, natural disasters, and large-scale failures of infrastructure or payment providers.

For the duration of such circumstances, the timelines for delivering the Services are extended accordingly. If the circumstances continue for more than ninety calendar days, either party may terminate the agreement; in that case the Provider refunds amounts paid for Services not actually delivered.

Personal data of the Customer, the owners and the directors of the Company is processed in accordance with the Law of Ukraine "On Protection of Personal Data" and, for individuals in the European Economic Area, having regard to the General Data Protection Regulation (GDPR).

A full description of the categories of data, the grounds for processing, the third parties involved, retention periods and data subject rights is set out in the Privacy Policy.

The Provider may amend this Offer. A new version is published on this page with the date of update and takes effect ten calendar days after publication, unless the version itself sets a later date.

Changes that materially affect the Customer's rights are additionally notified by email. Continuing to use the Platform after a new version takes effect constitutes agreement to it. A Customer who does not agree with the changes may terminate the agreement before they take effect.

Changes do not apply retroactively to Orders already paid: those are governed by the version in force at the time of payment.

The agreement is effective from acceptance until the parties have fully performed their obligations.

The Customer may terminate at any time by cancelling the Subscription and ceasing to use the Platform, subject to the rule that cancellation takes effect at the end of the paid period.

The Provider may terminate on not less than thirty calendar days' notice to the Customer, and immediately in the event of a breach of "Prohibited use". Where the Provider terminates in the absence of any breach by the Customer, amounts paid for Services not delivered are refunded.

Termination does not affect the provisions on intellectual property, limitation of liability, personal data and dispute resolution.

This agreement is governed by the substantive law of Ukraine, irrespective of the Customer's location and of conflict-of-law rules.

The parties will seek to resolve any dispute out of court. A claim is sent to the Provider's contact address and is considered within thirty calendar days.

If no agreement is reached, the dispute is referred to the competent court of Ukraine. This provision does not deprive a Customer who is a consumer of the right to bring proceedings at their place of residence, or of other mandatory protections of the law of their country of habitual residence where those protections are more favourable.

The Offer is made in Ukrainian and English. The Ukrainian text is authentic; the English version is for reference. In case of divergence, the Ukrainian version applies.

Provider

Neutrome Labs LLC, State of Delaware, USA. File number: 10217901. Registered address: Governors Avenue 1111B S Dover, DE, 19904 US.

Ukrainian Partner

Individual entrepreneur Bondarenko Roman Hryhorovych. Tax number: 3543300456. Address: Kyiv, Ukraine.

Contacts

Email: support@llc.in.ua. Website: https://llc.in.ua. Customer dashboard: https://llc.in.ua/dashboard.