Version 1 (draft) of 03.11.2026 — pending legal review
This is a convenience translation. The binding text is the Ukrainian version; if the two differ, the Ukrainian version prevails.
ADAM UA LLC ("ADAM") offers businesses that have passed verification on the ADAM platform a platform services agreement on the terms of this offer (the "Agreement"). This is a public offer under Article 641 of the Civil Code of Ukraine (the "CC"); it is not a public contract within the meaning of CC Article 633. The Agreement is a services contract (CC Chapter 63) and not a commission or agency contract: ADAM concludes no contracts with Buyers, either in its own name or in the Seller's name.
1. Definitions
1.1. Capitalised terms not defined below have the meanings given in the ADAM User Agreement (the "User Agreement").
1.2. Seller — a business that has accepted this Agreement.
1.3. Completed Order — an Order that has been given the status "Completed" on the Platform (after the Buyer confirms receipt of the goods, on the carrier's delivery data, or in other cases set by the Platform rules).
1.4. Completion Date — the date and time (Kyiv time) at which an Order is given the status "Completed".
1.5. Order Value — the value of the goods under an Order as stated in the Order Record, i.e. the amount the Buyer pays the Seller for the goods (including VAT where the Seller is a VAT payer), excluding any separately stated delivery charge.
1.6. Reporting Period — a calendar month.
1.7. Report — the Platform-generated report of the Seller's Completed Orders for a Reporting Period, with the Fee calculated per Order.
1.8. Act — the act of services rendered for a Reporting Period.
1.9. Seller Cabinet — the area of the Platform available to the Seller.
1.10. Business Day — any day from Monday to Friday inclusive.
2. Subject
2.1. ADAM provides the Seller with Platform services (the "Services"), and the Seller accepts and pays for them:
a) placing the Seller's Listings in the catalogue and showing them to Buyers;
b) passing Buyers' requests for quotes to the Seller and matching requests to its range;
c) tools for placing and tracking Orders: Order Records, statuses, notifications, chat with the Buyer, shipment tracking;
d) generating documents from Order data in the Seller's name (payment invoice, draft delivery note and the like) for the Seller itself to sign and use;
e) sales reporting in the Seller Cabinet.
2.2. The parties to supply contracts are the Seller and the Buyer. ADAM acquires no rights or obligations under them, does not receive payment for goods and does not guarantee it.
2.3. ADAM signs only its own documents. ADAM does not hold or use the Seller's electronic signature or seal keys; the Seller signs the Seller's documents.
3. Acceptance
3.1. The Agreement is concluded on acceptance — ticking the box (pressing "I accept") during the Seller's onboarding on the Platform by a person authorised to act for the Seller. The Platform records the date and time, the account, the person's full name, the version and checksum (hash) of the Agreement text, the IP address and the device.
3.2. Acceptance means full and unconditional acceptance of all terms (CC 642). The Agreement is concluded in writing through an information and communication system (CC 207, CC 639 part 2; Law of Ukraine "On Electronic Commerce", arts. 11–12). No separate signing is required, and signing is not a condition of the Agreement taking effect.
3.3. ADAM may refuse to conclude the Agreement with a business that has not passed verification.
4. Fee
4.1. ADAM's fee (the "Fee"):
a) 0 % of the Order Value — for Orders with a Completion Date up to and including 31.12.2026 (Kyiv time);
b) 3 % of the Order Value — for Orders with a Completion Date on or after 01.01.2027.
4.2. The Fee is stated net of VAT. VAT at 20 % is charged on top of the Fee. Example: Order Value UAH 100,000.00 → Fee UAH 3,000.00 + VAT UAH 600.00 = UAH 3,600.00 payable.
4.3. The Fee accrues on Completed Orders only and is calculated per Order, rounded to the kopiyka. No Fee accrues on an Order cancelled before delivery.
4.4. If, for a Completed Order, the Seller has agreed to a return of goods or refunded the Buyer (in full or in part, including on a quality claim), the Fee is reduced in proportion to the refunded amount in the Report for the period in which the return is recorded on the Platform. Any overpayment is credited against later payments or refunded at the Seller's request. ADAM issues the corresponding adjustment calculation to its tax invoice.
4.5. If the Fee for a Reporting Period is zero, the Report is issued for information and no Act or invoice is drawn up.
4.6. The Fee rate changes only under section 11 and applies only to Orders with a Completion Date after the change takes effect.
5. Report, Act and tax invoice
5.1. On the 1st day of the month following the Reporting Period, ADAM posts the Report in the Seller Cabinet and notifies the Seller.
5.2. Within 3 (three) Business Days after the day the Report is sent, the Seller may file, through the Seller Cabinet, a reasoned objection to a specific line of the Report. ADAM considers the objection and, if needed, issues a revised Report, to which this section applies.
5.3. If no objection is filed within that period, the Report is deemed approved by the Seller. Lines not objected to are deemed approved regardless of objections to other lines.
5.4. On the basis of the approved Report, ADAM draws up the Act. The Act states the Reporting Period in which the Services were provided, the list of Completed Orders (which the Report may contain as an annex to the Act), the Fee net of VAT, the VAT amount and the total.
5.5. The parties have agreed that the Act is drawn up and signed by ADAM alone, without the Seller's signature, in accordance with part two of Article 9 of the Law of Ukraine "On Accounting and Financial Reporting in Ukraine" as amended by Law of Ukraine No. 4791-IX. This way of documenting the business operation of providing the Services is provided for by this Agreement, concluded in written form. The absence of the position, name and signature of the Seller's representative on the Act is no ground to treat it as improperly executed. The operation is recorded in the accounts in the Reporting Period in which the Services were provided.
5.6. ADAM signs the Act with the qualified electronic signature of an authorised ADAM officer and/or ADAM's qualified electronic seal and sends it to the Seller through the Seller Cabinet and/or an electronic document exchange system.
5.7. Within 30 calendar days after the Act is sent, the Seller may notify ADAM through the Seller Cabinet of factual errors in it (arithmetic, in the details or in the list of Orders). ADAM corrects a confirmed error with a corrective document. Notice of an error does not release the Seller from paying the undisputed part.
5.8. ADAM draws up and registers in the Unified Register of Tax Invoices (ЄРПН) a tax invoice for the Fee within the deadlines set by the Tax Code of Ukraine (where grounds exist, a consolidated monthly one).
6. Payment
6.1. ADAM issues an invoice together with or after the Act. The Seller pays the invoice within 5 (five) Business Days of the day it is sent, by bank transfer to ADAM's account, quoting the invoice number in the payment purpose.
6.2. The Seller pays the Fee separately from its settlements with Buyers. ADAM does not receive or hold Buyers' money and does not deduct the Fee from their payments.
6.3. On late payment the Seller, at ADAM's demand, pays the debt adjusted by the official inflation index plus 3 % per annum (CC 625), and a penalty equal to one NBU discount rate in force during the delay, on the overdue amount for each day of delay.
6.4. If the delay exceeds 10 Business Days, ADAM may, after a warning, stop showing the Seller's Listings until the debt is paid. Performance of Orders already concluded is not suspended.
7. Seller's warranties and obligations
7.1. The Seller warrants, and ensures for as long as the Agreement is in force, that:
a) it is registered in the ЄДР, is not being wound up or in bankruptcy and is not subject to sanctions; its VAT status on the Platform is correct;
b) it holds the licences and permits the law requires for the goods it offers (in particular a fuel trading licence);
c) if it trades in pesticides or agrochemicals: its employees who handle them hold valid certificates of the right to work with pesticides and agrochemicals (посвідчення); it holds the civil liability insurance (insurance class 13) required by Article 11 of the Law of Ukraine "On Pesticides and Agrochemicals"; its storage and transport comply with the law;
d) it offers only pesticides and agrochemicals entered in the State Register (or exempted from registration by law), and seed of varieties entered in the State Register of Plant Varieties Suitable for Dissemination in Ukraine, with certificates for each lot;
e) its Listings (name, specifications, registration number, price, VAT treatment, availability, delivery times) are accurate and current.
7.2. The Seller shall:
a) apply the General Terms of Supply to all Orders on the Platform (section 8);
b) confirm or decline Orders promptly and keep their statuses current;
c) draw up and sign its own primary documents (the delivery note (видаткова накладна) and, for road transport, the consignment note (ТТН)), and draw up and register tax invoices for the goods in the ЄРПН within the Tax Code deadlines;
d) issue fiscal receipts through a cash register or software register (РРО/ПРРО) where the payment method requires it (including card payment, cash on delivery, payment through a non-bank payment provider or cash to a courier);
e) handle Buyers' claims and returns under the General Terms of Supply;
f) on ADAM's request provide a ЄДР extract and copies of licences, certificates, the insurance contract and product registration and quality documents, and report when they expire;
g) not induce Buyers it met through the Platform to deal off the Platform in order to avoid the Fee.
7.3. If the warranties in section 7 are breached or documents are not provided, ADAM may hide Listings or stop the Seller receiving new Orders, telling the Seller the reason.
8. General Terms of Supply
8.1. By accepting the Agreement, the Seller adopts the "General Terms of Supply on the ADAM Platform" (the "SST") as its standard terms of sale for all Orders on the Platform.
8.2. Individual terms (price, quantity, delivery date and method, payment terms) are agreed in the Order Record. In case of conflict, precedence is: the Order Record, then the SST, then the Seller's other documents. The Seller's documents do not change the SST without the Buyer's consent given on the Platform.
8.3. A new version of the SST applies to Orders concluded after it takes effect.
9. ADAM's obligations
9.1. ADAM gives access to the Seller Cabinet; names the Seller as the contracting party in Listings and Order Records; keeps Order Records, Reports and Acts and gives the Seller extracts on request; and informs the Seller of changes to the Platform that affect it.
9.2. The Platform is provided "as is". ADAM does not guarantee any number of Orders.
10. Liability
10.1. The parties are liable for breach of the Agreement under the law. ADAM's liability is limited to direct losses up to the Fees the Seller paid in the preceding 3 months; the limitation does not apply to intentional breach.
10.2. The Seller indemnifies ADAM for losses, fines and costs arising from claims by Buyers, rights holders or authorities concerning the Seller's goods, its Listings or its breach of the warranties in section 7.
11. Term, changes, termination
11.1. The Agreement is concluded for an indefinite term.
11.2. ADAM may change the Agreement by publishing a new numbered and dated version and notifying the Seller at least 30 calendar days before a change to the Fee takes effect and 14 calendar days before other changes. The Seller accepts the new version in the Seller Cabinet; until then it completes concluded Orders but receives no new ones.
11.3. The Seller may withdraw from the Agreement in the Seller Cabinet on 14 calendar days' notice. ADAM may withdraw on 30 calendar days' notice, and immediately for a material breach (including offering unregistered pesticides, fraud, or payment more than 30 calendar days late).
11.4. Termination does not release the parties from performing concluded Orders or from paying the Fee for Completed Orders.
12. Personal data and confidentiality
12.1. The Seller uses Buyers' data received through the Platform only to perform Orders and processes it as a separate personal-data controller. ADAM's processing is described in the Privacy Policy (https://adam.ua/privacy).
12.2. Reports, Acts and the terms of cooperation are confidential, except where the law requires disclosure.
13. Governing law and disputes
13.1. The Agreement is governed by the law of Ukraine. Disputes are settled by negotiation and, failing agreement, by a court under the jurisdiction rules of Ukrainian procedural law.
14. Language
14.1. The Agreement is drawn up in Ukrainian. Translations are for reference; if they differ, the Ukrainian version prevails.
15. ADAM's details
ADAM UA LLC (Товариство з обмеженою відповідальністю «АДАМ УА») EDRPOU code: 44595965 VAT payer IPN: 445959604633 (VAT payer, general tax system) Registered address: Dnipropetrovsk oblast, Dnipro, 27A Dmytra Yavornytskoho Ave. IBAN: [IBAN], bank: [bank name] Email for legal notices: [email] Phone: [phone] Website: https://adam.ua Head: [position, full name]