This is an English translation for convenience. The Ukrainian version is the legally binding one and prevails in case of any discrepancy. Read the Ukrainian version.
1. General provisions
1.1. This document is a public proposal (offer) by [ПІБ ФОП або назва компанії] (the “Contractor”) to enter into an agreement for access to the Talkoly service (the “Agreement”) on the terms set out below, in accordance with Articles 633, 641 and 642 of the Civil Code of Ukraine and the Law of Ukraine “On Electronic Commerce”.
1.2. The Agreement is deemed concluded from the moment the Customer accepts the offer (Section 4) and has the force of an agreement made in writing.
1.3. The Contractor may change the terms of the offer by publishing a new version at talkoly.com/oferta. The Contractor notifies the Customer of material changes (prices, scope of services) by email at least 14 days before they take effect.
2. Definitions
Service — the Talkoly software platform at talkoly.com: a live chat widget for websites, an operator dashboard, and integrations with Telegram, payment, logistics and other services.
Customer — a sole proprietor (FOP), legal entity or individual who has registered in the Service and accepted the offer.
Account — the Customer’s account in the Service together with the connected websites, operators and data.
Visitor — a person who uses the chat widget on the Customer’s website.
Plan — the set of features and limits of the Service and their price, as published on the “Pricing” page.
3. Subject of the agreement
3.1. The Contractor provides the Customer with access to the Service (a non-exclusive right to use the software over the internet) within the scope of the selected Plan, and the Customer uses the Service in accordance with the Agreement and pays for access if a paid Plan is selected.
3.2. The Service is provided “as is”. The Contractor makes reasonable efforts to keep it running without interruption, but does not guarantee the absence of interruptions caused by maintenance, the operation of third-party services (Telegram, banks, Nova Poshta, etc.), communication networks or power supply.
3.3. Integrations with third-party services operate under the Customer’s separate agreements with those services. The Contractor is not a party to such agreements and does not receive the funds that Visitors pay to the Customer.
4. Acceptance and registration
4.1. The offer is accepted by registering in the Service and ticking the box confirming agreement with this Agreement, the Privacy Policy and the Terms of Use, or by paying for any Plan.
4.2. The Customer warrants that the information provided is accurate, that the Customer has the right to enter into the Agreement, and that the Customer is the lawful owner of, or an authorized person in respect of, the websites on which the widget is installed.
4.3. The Customer is responsible for keeping passwords safe and for all actions performed from the Customer’s Account, including by operators the Customer has invited.
5. Plans and payment
5.1. The price, limits and contents of the Plans are those shown on the “Pricing” page at the time of payment. Prices are stated in hryvnias.
5.2. Payment is made in advance for a month or a year by card through a payment service or by bank transfer against an invoice. The date of payment is the date the funds are credited to the Contractor’s account.
5.3. If payment for the next period is not received, the Account automatically switches to the free “Start” Plan. The Account data is retained; features not included in “Start” become unavailable until payment is made.
5.4. When upgrading to a more expensive Plan, the Customer pays the difference pro rata to the days remaining in the paid period. Downgrading to a cheaper Plan takes effect from the next period.
5.5. At the Customer’s request, the Contractor sends a certificate of services rendered in electronic form. The certificate is deemed signed if the Customer does not send reasoned objections within 5 business days.
6. Trial period and refunds
6.1. After registration, the Customer receives 14 days of free access to the features of the “Pro” Plan. No payment card details are required for the trial period.
6.2. Within 14 days of the first payment, the Customer may withdraw from the Agreement and receive a full refund of the amount paid by sending a request to support@talkoly.com.
6.3. In other cases, the amount for full unused months of the paid period is refunded, except where the Agreement is terminated due to the Customer’s breach of Section 8. Funds are returned by the same method used for payment within 10 banking days.
7. Contractor’s rights and obligations
7.1. The Contractor shall: provide access to the Service in accordance with the Plan; store the Account data and not disclose it, except as required by law; give notice of scheduled maintenance lasting more than 1 hour; provide support through the channels defined by the Plan.
7.2. The Contractor may: update the Service, change the interface and add new features; temporarily restrict access to eliminate security threats; suspend an Account if the Customer breaches the Agreement or the Terms of Use, with prior notice except in urgent cases.
8. Customer’s rights and obligations
8.1. The Customer shall: use the Service only lawfully; inform website Visitors about the processing of their personal data and have a legal basis for it (see “Customer data processing”); not use the Service to send spam, commit fraud, sell prohibited goods or infringe the rights of third parties; pay for the selected Plan on time.
8.2. The Customer may: use the Service within the limits of the Plan; change the Plan; export its data (contacts, conversations) in CSV format; delete the Account at any time.
9. Personal data
9.1. The Contractor processes the personal data of the Customer and its operators as a controller in accordance with the Privacy Policy.
9.2. With respect to the data of Visitors to the Customer’s websites, the Contractor acts as a processor on the Customer’s instructions. The terms of such processing are set out in the “Customer data processing” document, which is an integral part of this Agreement.
10. Liability
10.1. The parties are liable for failure to perform the Agreement in accordance with the laws of Ukraine.
10.2. The Contractor is not liable for: the Customer’s losses, lost profits or lost sales; the content of messages that the Customer, its operators or Visitors send through the Service; failures of third-party services integrated with the Service; consequences of incorrect settings made by the Customer.
10.3. The Contractor’s total liability under the Agreement is limited to the amount paid by the Customer for the last 3 months of using the Service.
11. Force majeure
The parties are released from liability for failure to perform their obligations if it is caused by circumstances of insurmountable force, in particular hostilities, air raid alerts, large-scale power or communication outages, cyberattacks, or decisions of public authorities. The party affected by such circumstances notifies the other party as soon as this becomes possible.
12. Term and termination
12.1. The Agreement is valid from the moment of acceptance until it is terminated.
12.2. The Customer may terminate the Agreement at any time by deleting the Account in the settings or by sending a request to support@talkoly.com.
12.3. After the Account is deleted, the data of the Customer and Visitors is deleted within 30 days, except for data the Contractor is required to retain by law (for example, accounting documents).
13. Other terms
13.1. Disputes are resolved through negotiation and, if no agreement is reached, in court at the Contractor’s location in accordance with the laws of Ukraine.
13.2. Correspondence via the email address provided at registration and notifications in the Account are deemed proper notice between the parties.