Public Offer Contract
1. Parties and Definitions
1.1. Seller: Baby Soul, a distinguished brand founded by Rud Anna Dmitrivna (hereinafter - the "Seller"), is engaged in the remote sale of Goods through its Online Store (hereinafter - the "Store"). The Seller operates as an individual entrepreneur registered under Ukrainian state law since 04.09.2023 with Registration No. 265123221780 and a valid taxpayer identification number 3265118569.
1.2. Buyer: A value individual or a legal entity entering into an Agreement with the Seller under the terms set forth herein.
1.3. Online Store: The official website of the Seller, available on the Internet at the address www.babysoul.net, which, in accordance with the Law of Ukraine on Electronic Commerce, is an electronic platform utilized for the presentation and sale of Goods, services, or work through the execution of electronic agreements over the Internet.
1.4. Offer: The "Offer" designates the public offer presented by the Seller for the sale of Goods through the Store.
1.5. Website: The "Website" refers to the official website of the Seller, accessible at www.babysoul.net, where the Offer is published, and online sales transactions are conducted.
1.6. Order: The “Order” refers to the selection of specific items from the list of Goods made by the Buyer during the process of placing an order and subsequently making payment.
1.7. Contract: The term "Contract" signifies a legally binding agreement entered into between the Seller and the Buyer for the purchase and sale of Goods offered through the Store on the Seller’s Website. This Contract encompasses all terms, conditions, and obligations governing the transaction, including, but not limited to, Product specifications, pricing, payment methods, shipping, returns, and any additional terms specified by the Seller on the Website or during the checkout process. The Contract formation transpires when the Buyer accepts the Seller's Offer, typically by placing an Order through the Store, and the Seller confirms acceptance of the Order, either via a confirmation email or by initiating the shipment of the ordered Goods. This Contract is legally enforceable and delineates the rights and responsibilities of both parties throughout the entire transaction, from the point of Order placement to the successful delivery of the Goods.
1.8. Good (Product): The term "Good" (also referred to as "Product") signifies any tangible item or merchandise offered for sale by the Seller through the Store on the Seller's Website. These items may include, but are not limited to, clothing, accessories, or any other physical items that are available for purchase through the Online Store. The specifications, pricing, and other relevant details of each Good (Product) are outlined on the Seller's Website, and the Buyer acknowledges and agrees to these specifications upon placing an Order as part of this Contract.
1.9. User: The term "User" refers to any individual visiting and interacting with the Seller's Website or online services. The term encompasses anyone accessing the Website, submitting personal information, placing orders, or engaging with the Seller's online platform in any way.
1.10. Acceptance: The moment of complete and unconditional acceptance by the Buyer of the Seller's proposal (acceptance) to conclude an electronic Contract for the sale of Goods is considered the act of payment by the Buyer of the Order under the terms of this Agreement, within the specified time frame and at the prices indicated on the Seller's Website.
1.11. Store Credit: The term "Store Credit" refers to a credit issued by the Seller to the Buyer as a method of refund for returned or out-of-stock Goods. It is an internal currency or balance that can be exclusively utilized for future purchases on the Seller's Online Store. Store Credit holds no cash value and cannot be exchanged for monetary refunds or transferred to other forms of payment. This credit is provided as an alternative to monetary refunds and serves as a convenient means for Buyers to make future purchases of Goods available on the Seller's Online Store.
2. Scope of the Contract
2.1. The Seller agrees to deliver the Goods to the Buyer, and the Buyer agrees to pay for and accept the Goods in accordance with the terms of this Agreement. This Agreement governs the purchase and sale of Goods via the online Store, encompassing the following:
The Buyer's voluntary selection of Goods in the online Store.
Self-registration of the Order by the Buyer in the online Store.
Payment by the Buyer for the Order placed in the online Store.
Processing and delivery of the Order to the Buyer under the terms outlined in this Agreement.
3. Procedure for placing an Order
3.1. The Buyer is entitled to place an Order for any Product presented and available on the Online Store's Website.
3.2. Each item can be included in the Order in any quantity.
3.3. In the event that a Product is out of stock, the Seller is obligated to inform the Buyer.
3.4. Should a Product be unavailable, the Buyer has the right to choose an alternative Product using a Store Credit granted by the Seller, or cancel the Order, or make other necessary amendments.
4. Order payment procedure
4.1. Payment is to be made immediately on the Website through cashless methods using available online payment options.
4.2. Accepted payment methods include Visa and Mastercard payment cards as well as PayPal.
4.3. Failure to receive funds may result in the Online Store's right to cancel the Order.
5. Terms of Order delivery
5.1. Goods purchased from the Online Store are dispatched to transport company warehouses for order fulfillment.
5.2. Along with the Order, the Buyer is provided with the necessary documents in accordance with the legislation of Ukraine.
6. Rights and obligations of the parties
6.1. The Seller retains the right to unilaterally terminate the provision of services under this Contract in the event of the Buyer's breach of the terms contained herein.
6.2. The Buyer is obligated to make timely payments and accept the Order in accordance with this Contract.
6.3. The Buyer holds the following rights:
- To place an Order in the Online Store.
- To form an electronic Contract.
- To demand that the Seller fulfills the terms of this Agreement.
7. Responsibilities of the parties
7.1. The parties are held responsible for any non-compliance with or improper fulfillment of the terms stipulated in this Contract, in accordance with the provisions outlined in this Contract and the applicable laws of Ukraine.
7.2. The Seller shall not be liable for:
- Minor discrepancies in the color range of the Product, which may vary slightly from the original Product due solely to variations in color rendering on individual computer monitors.
- Delays and interruptions in the provision of Services (Order processing and delivery of Goods) that occur due to circumstances beyond the Seller's control.
- Unlawful or illegal actions carried out by the Buyer through internet access.
- The transfer by the Buyer of their network identifiers, including IP addresses, MAC addresses, login credentials, and passwords, to third parties.
7.3. The Buyer, while using the internet access provided to them, bears sole responsibility for any damage resulting from their actions, whether personally or when another person was using their login, affecting individuals, entities, the state, or moral principles of morality.
7.4. In the event of force majeure, the parties shall be excused from performing the terms of this Contract. Force majeure circumstances for the purposes of this Contract refer to extraordinary, unforeseen events that preclude or objectively hinder the Contract's performance, and which the Parties could not have foreseen or prevented by reasonable means.
7.5. The parties commit to making every effort to resolve any disputes exclusively through negotiations.
8.1. The Online Store retains the right to unilaterally make changes to this Contract, provided they are published on the Website in advance.
8.2. The Online Store was established to facilitate the remote sale of Goods via the internet.
8.3. The Buyer is responsible for the accuracy of the information provided when placing an Order. By accepting (placing an Order and subsequently making payment for the Goods), the Buyer grants the Seller unconditional consent for the collection, processing, storage, and utilization of their personal data, in accordance with the Law on the Protection of Personal Data.
8.4. The Buyer's payment for the Order placed in the Online Store constitutes their full acceptance of the terms of the sales Contract (public offer).
8.5. The actual date of the electronic agreement between the parties is the date of the acceptance of these terms, as per Article 11 of the Law of Ukraine on Electronic Commerce.
8.6. The use of the Online Store resource for Product viewing and Order placement is free of charge.
8.7. The information provided by the Buyer shall be kept confidential. The Online Store shall use the Buyer's information exclusively for Order processing, communication with the Buyer, delivery of Goods, and financial transactions, among other purposes.
9. Personalized and Tailored Products
9.1. Personalized Clothing Products: The Seller offers both ready-made, in-stock Products and personalized, customized Products, which include clothing items such as dresses and booties for children.
However, it's important to note that personalized items, like dresses and booties, are crafted specifically based on the Buyer's preferences and measurements. Due to the nature of these custom-made items, they cannot be returned to the manufacturer or the Seller as per the Law on the Protection of Consumer Rights. Therefore, it is essential for the Buyer to be meticulous when providing measurements, as the responsibility for accuracy lies with the Buyer.
To have a dress customized, the Buyer must specify the following details:
- Full height of the child, including the head
- Chest girth
- Waist circumference
- Sleeve length (if necessary)
- Foot length
- Head circumference
9.2. Order placement: By default, clothing Products showcased on the Website are tailored to Order, except for Products labelled as "in stock."
To place an Order through the Website, the Buyers must acquaint themselves with the following insights with regards to Order placement, payment, and delivery:
- The standard production time for an Order is two weeks from the date of payment
- When placing an Order, it is imperative to specify the desired delivery date
- Upon completing the form on the Website, the Seller will contact the Buyer to mutually agree upon the Order’s delivery terms and payment
10. Return and Exchange Policy – Store Credit
10.1. Store Credit: In accordance with the Seller’s Return and Exchange Policy, the Buyer is granted the option to initiate returns for Goods in exchange for Store Credit within a stipulated period of 14 days from the date of receiving the Goods. It is important to note that monetary refunds are expressly not provided; instead, the exclusive method of refund is through Store Credit.
10.2. Order Cancellation: Once an Order is placed, its cancellation is not permissible. However, modifications to an Order may be considered prior to its processing; nevertheless, cancellation or monetary refunds are categorically not allowed.
10.3. Final Sale Goods: Goods designated as "Final Sale" are categorically excluded from eligibility for return or exchange. Personalized and tailored Orders are similarly deemed as "Final Sale" and are conclusively non-returnable.
10.4. To qualify for a return, Goods must be presented in an unworn, unwashed, undamaged, and unused state, inclusive of all original tags and within its original packaging. This criterion extends to items received as gifts, where applicable.
10.5. Process to return Goods: The initiation of a return necessitates the formal submission of a Cancellation/Return/Exchange request to the electronic address firstname.lastname@example.org. All requests for return or exchange must receive prior approval before returning the item. It is imperative that the Buyer refrains from dispatching its purchase without requisite prior authorization.
11. Return - Store Credit Refund (if applicable)
11.1. The Buyer is granted the option to initiate returns for Goods in exchange for Store Credit within a stipulated period of 14 days from the date of receiving the Goods. It is important to note that monetary refunds are expressly not provided; instead, the exclusive method of refund is through Store Credit.
11.2. Buyers who meet the return criteria may return unaltered Goods with all tags intact.
11.3. The Buyer is responsible for bearing the cost of return shipping.
11.4. Furthermore, providing the tracking number for the returned item is obligatory, as the Seller shall not entertain Return or Exchange Requests without this tracking information.
11.5. Upon receipt and scrutiny of the returned package, the Seller shall promptly issue Store Credit to the Buyer. It is important to underscore that a restocking fee, quantified at 30%, will be imposed upon Goods returned that fail to meet the prerequisites of "original condition."
11.6. Additionally, it should be noted that shipping costs are not subject to refund.
11.7. Upon receipt and examination of a return, the Seller shall correspondingly notify the Buyer via electronic mail of the acknowledgment of the return and the outcome of the refund request.
11.8. The Store Credit, once granted to the Buyer, can be consumed within a period of 1 year from the date of issuance. Any unused Store Credit beyond this 1-year period shall expire and become non-redeemable.
12. Return - Final Sale Goods (if applicable)
12.1. Regularly priced Goods are eligible for Store Credit refunds, whereas items on sale are regrettably ineligible for such recourse. Personalized and tailored Orders are similarly deemed as "Final Sale" and are conclusively non-returnable.
13. Return - Shipping
13.1. The Buyer shall be provided with the shipping address for returning Goods.
13.2. Notably, the Buyer is responsible for defraying the costs associated with returning the item, and these costs are not reimbursable.
13.3. In the event that Store Credit is disbursed, the cost of return shipping shall be subtracted from the Store Credit refund.
13.4. The duration within which exchanged Goods reach the Buyer may fluctuate contingent on geographic location.
13.5. By consummating a transaction with the Seller, the Buyer explicitly acknowledges and assents to all Seller policies.
14. International delivery
14.1. The Seller dispatches all Goods internationally, either by air or land, from a central warehouse using a carrier partner.
14.2. The cost of delivery is determined by the Seller’s carrier partner, taking into consideration dimensions, weight, and the destination of delivery.
14.3. Following the dispatch of the order, the Seller will furnish the Buyer with the transport declaration number. To receive the Goods, the Buyer must inform the carrier of the declaration number and carry a valid passport.
14.4. Delivery of Orders is at the Buyer's expense and is settled upon receipt.
14.5. International delivery times may range from 2 to 5 weeks.
15. Term of the Contract
15.1. An electronic Contract is considered to have been concluded from the moment the person sending the proposal to enter into such a Contract receives an acceptance of this proposal in accordance with Article 11 of the Law of Ukraine on Electronic Commerce.
15.2. This Agreement may be terminated by mutual consent of the parties prior to the commencement of the manufacturing process for personalized Products, or the dispatch of the Goods for in-stock Products. Such termination shall be contingent upon the processing of an appropriate refund.
15.3. The parties reserve the right to unilaterally terminate this Agreement in cases of non-compliance with its terms by one of the parties or in accordance with the relevant legislation of Ukraine.
16. Product Descriptions and Sizing
16.1. The Seller shall provide comprehensive descriptions of each Product offered for sale on the Website, including size, materials, colors, and care instructions, to the best of their ability.
16.2. The Buyer acknowledges that sizing variations may occur, and they agree to review the sizing information provided on the Website to ensure the correct fit. The Seller shall not be held liable for sizing discrepancies unless the Product materially deviates from the specified size.
17. Quality Assurance
17.1. The Seller assures that all Products sold through the Online Store meet the quality standards and specifications as described on the Website to the best of their knowledge.
17.2. In the unlikely event that a Product is received by the Buyer in a condition they consider defective or damaged, the Seller may, at their discretion, assess the situation and determine whether a return or exchange is warranted, subject to the Seller's return policy.
18. Delivery Timeframes
18.1. The Seller shall make reasonable efforts to provide estimated delivery timeframes on the Website. These timeframes are approximate and subject to change based on various factors, including shipping carrier delays and location.
18.2. While the Seller is committed to ensuring timely delivery, they shall not be held responsible for delays beyond their control. Any delivery dates mentioned are estimates and not guarantees.
19. Shipping Costs
19.1. The Seller shall specify any shipping costs or fees associated with the delivery of Products on the Website, including any potential international shipping charges.
19.2. The Buyer acknowledges and accepts responsibility for all shipping costs unless otherwise indicated on the Website or as part of a promotional offer.
20. Care and Maintenance Instructions
20.1. The Seller shall provide care and maintenance instructions for each Product sold. These instructions are intended to assist Buyers in preserving the quality and appearance of the Product and are based on the Seller's best practices and recommendations.
21. Product Availability
21.1. While the Seller strives to maintain accurate information regarding the availability of Products on the Online Store, they retain the right to modify or discontinue Products without prior notice. The Seller is not obligated to fulfill orders for Products that are no longer available.
22. Customer Support
22.1. The Seller shall offer contact information for customer support on the Website, enabling Buyers to seek assistance with inquiries, order issues, or other concerns. The Seller will make reasonable efforts to address Buyer concerns within their capacity.
23. Intellectual Property Rights
23.1. The Seller retains all intellectual property rights, including copyrights and trademarks, associated with the Products, their design, and branding. The Buyer is granted a limited, non-exclusive license to use the purchased Products for personal use only. Any unauthorized use or reproduction of the Seller's intellectual property is strictly prohibited and may be subject to legal action.