Last update date: "31" March 2026
This document is an official public offer (Offer) of LLC "OPENCARTCODE", EDRPOU code 46406880 (hereinafter — Administrator or Agent) for any natural or legal person (hereinafter — User) that accepts the terms of this Offer by registering on the Website or making a payment.
1. DEFINITIONS
Platform — website https://opencartcode.com/, designed for placing and purchasing software products (modules, templates).
Partner (Principal) — a User who places their Product on the Platform for the purpose of its sale.
Buyer — a User who acquires the right to use the Product.
Product — software (code, modules, extensions) to which the Partner has rights.
Product Subscription — a tariff plan that gives the Buyer the right to receive Product updates and access to a ticket creation system (technical support) during the subscription period.
Support Subscription — a tariff plan that gives the Buyer the right exclusively to create tickets (receive consultations) without the right to receive Product updates (unless updates are provided by the main purchase).
Free Product — software distributed under the conditions "as is" without payment and without the Partner's obligations to provide support or updates.
Contract Acceptance – the acceptance of this Contract means payment for the Product or Support Subscription of the Partner according to the information placed on the Platform.
2. SUBJECT MATTER OF THE CONTRACT
2.1. For Partners: The Administrator acts as an Agent on behalf of and at the expense of the Partner, providing services for Product display, technical provision of payment collection at the Partner's request, and marketing support.
2.2. For Buyers: The Administrator provides access to the Platform to select a Product and receive a License for its use directly from the Partner.
2.3. The Administrator (Agent) is not a payment service provider within the meaning of the Law of Ukraine "On Payment Services", does not issue electronic money and does not open accounts for Users. The Administrator's activities are limited to commercial representation (agent activities) to assist in concluding contracts and technical provision of fund collection at the Partner's request.
3. RIGHTS AND OBLIGATIONS OF THE PARTNER
3.1. Warranties: The Partner warrants that the Product does not infringe the copyright of third parties and does not contain malicious code.
3.2. Support: The Partner undertakes to provide technical support to Buyers regarding the purchased Product.
3.2.1. The support period is determined by the Partner independently and is specified on the Product page at the time of purchase.
3.2.2. If the support period is not explicitly stated on the Product page, it is considered to be 1 year by default.
3.2.3. The Buyer has the right to receive Product updates throughout the entire support period. After the support period expires, the Partner has the right to charge an additional fee for extending technical support or providing access to new versions of the Product.
3.3. Commission (Agent Fee): For providing agent services, the Administrator retains a fee from each successful sale of the Product.
3.3.1. The amount of the agent fee is dynamic and amounts to from 20% to 25% of the Product price.
3.3.2. The specific commission percentage for each Partner is automatically determined by the Platform depending on the Partner's sales volume (number of successfully sold Products) for the previous calendar month or according to the achieved level (Tier) in the Platform loyalty program.
3.3.3. A detailed fee schedule, sales thresholds for commission reduction, and conditions for moving between levels are placed in the Partner's Personal Account or on the "Tariffs for Partners" page. Changes in the number of Partner sales during the month result in automatic commission recalculation for the next period according to the Platform rules.
3.4. Payments: Payment to the Partner is made after the Product quality review period expires and there are no claims from the Buyer (14 days). This period is established to ensure the Partner's fulfillment of warranty obligations to the Buyer. The Partner independently bears full responsibility for calculating and paying all taxes and fees that arise in connection with income from the sale of Products, in accordance with the laws of their country of residence. The Administrator does not perform the functions of a tax agent for the Partner's (Principal's) income.
4. CONDITIONS FOR BUYERS
4.1. License type: Unless otherwise stated on the Product page, the Buyer receives a "Non-exclusive License for 1 (one) working domain". Use of the Product on technical domains (localhost, dev.*, staging.*, test.*) is permitted exclusively for development and testing purposes and is not considered a license violation.
4.2. Prohibitions: The Buyer is prohibited from reselling the Product, distributing it in open access, or presenting it as their own.
4.3. Delivery: The Product is considered delivered at the moment a download link or activation key is provided in the Buyer's personal account on the Platform website or on the Partner's website.
4.4. Models of access to support and updates:
4.4.1. Paid Product Subscription: Includes the right to download new versions of the Product and the ability to create tickets in the support system. After the subscription period expires, access to updates and support is discontinued if the subscription is not renewed.
4.4.2. Paid Support Subscription: Provides the ability to create requests (tickets) to the Partner. This subscription does not provide the right to free receipt of updates to the Product code itself, unless provided for in the conditions on the Product page.
4.4.3. Free Products: The Partner has the right to place Products for free. In this case, technical support is not provided by default. Any consultations regarding free Products are provided by the Partner exclusively at their own discretion.
4.4.4. Recurring payments: If the Buyer chooses a subscription model, they agree to automatic fund withdrawal according to the selected period (month/year) until the subscription is canceled in the personal account. The Buyer has the right to cancel the automatic subscription renewal at any time in the Personal Account, but no later than 24 hours before the next fund withdrawal. Funds already paid for the subscription period are not refunded.
5. PRICE AND PAYMENT PROCEDURE
5.1. The price of the Goods/Services is indicated on the Website in a foreign currency (US dollar) and is the currency equivalent of the value.
5.2. In accordance with Article 524 and Article 533 of the Civil Code of Ukraine, the Parties agree that the monetary equivalent of the Contractor's (Seller's) obligation is denominated in a foreign currency, however payment is made exclusively in the national currency of Ukraine — hryvnia.
5.3. The amount to be paid in hryvnia is calculated at the exchange rate established on the Website at the time of the Order. The Buyer agrees that the exchange rate indicated on the Website may differ from the official NBU rate or the commercial rates of banks.
5.4. If payment for the Order was not made within 24 hours from the moment of its placement, the Website Administration reserves the right to recalculate the cost of the Order in hryvnia according to the rate applicable at the time of actual payment.
5.5. Information about the price in foreign currency on the Website is provided exclusively for informational purposes to calculate the payment amount equivalent. The final price that is to be paid is the price displayed in the shopping cart in hryvnia when completing the transaction.
5.6. Monetary funds received from Buyers for Partner Products are transit funds belonging to Partners (Principals). These funds are not the property (income) of the Administrator, except for the amount of the Agent Fee provided for in Section 3.3 of this Offer.
5.7. Payment processing is carried out by involved certified payment organizations (payment systems). The Administrator does not store Buyer bank card data and is not responsible for the malfunctioning of such systems.
5.8. For Users who are non-residents of Ukraine, payment may be made in foreign currency (US dollar, Euro) based on an Invoice (invoice) issued in accordance with the current laws of Ukraine on foreign economic activity. In this case, the currency of payment is the currency indicated in the Invoice, the Product price does not include taxes and fees (for example, VAT) that may be applied in the Buyer's country. Such taxes may be added to the cost of the order automatically in accordance with the rules of payment systems or international law.
5.9. By paying for the order, the Buyer confirms that they are fully familiar with the Product characteristics and compatibility requirements. Non-compliance of the Product with the Buyer's technical environment is not grounds for a refund.
6. REFUND POLICY
6.1. Refunds are possible within 14 days only in the following cases:
The Product critically does not work and the Partner could not fix it within 3 business days.
The Product functionality significantly differs from what is stated in the description.
6.2. A refund is not possible if the Buyer made a mistake in selecting the CMS version or changed their mind after receiving access to the source code. The Buyer agrees that due to the nature of digital content, gaining access to the source code of the Product is an irreversible act. By downloading the Product, the Buyer loses the right to refuse the contract without valid reasons as defined in Section 6.1.
6.3. The Administrator is the final arbiter in resolving disputes between the Buyer and the Partner.
6.4. By accepting the terms of this Offer, the Partner grants the Administrator unconditional and irrevocable consent to debit funds from the Partner's balance within the Platform to effect a Refund to the Buyer in the cases provided for in Section 6.1. If the Partner's balance is insufficient, the refund amount is considered the Partner's debt to the Administrator and may be deducted from the Partner's future sales.
6.5. The Product and Subscription are considered provided to the Buyer at the moment of successful payment. By making a payment, the Buyer confirms that they are fully familiar with the Product description and its technical specifications; non-compliance of the Product with the Buyer's technical requirements or software is not grounds for a refund.
7. LIMITATION OF LIABILITY
7.1. The Administrator is not liable for any damages (loss of profit, website malfunction) caused by the use of the Partner's Product.
7.2. Maximum liability of the Administrator under this Offer is limited to the amount paid by the Buyer for a specific order.
7.3. The Platform is provided "as is".
7.4. For Free Products: The Administrator and Partner bear no responsibility for the functioning of free software, its compatibility with the Buyer's website, or any consequences of its use. Technical support for such Products through the Platform ticket system is not provided unless otherwise stated on the Product page. Technical support may be provided under a separate paid Support Subscription if provided for in the conditions on the Product page.
7.5. The Administrator has the right to conduct technical work on the Platform at any time to improve its functionality or security. The Administrator is not responsible for temporary disruptions in the Platform caused by such work, or for any consequences caused by temporary inability to access the Website or Products.
7.6. In case of non-performance or improper performance of their obligations under the terms of this Contract, the Parties bear liability as provided by the current legislation of Ukraine and this Contract.
8. INTELLECTUAL PROPERTY
8.1. All rights to the Platform (design, code, brand) belong to LLC "OPENCARTCODE".
8.2. The name "OpenCart" is used exclusively for descriptive purposes to indicate the compatibility of Products and belongs to its rightful owners.
8.3. Property and personal non-property copyright rights to Products belong to the respective Partners. The Administrator provides exclusively technical infrastructure and agent services for the exercise of these rights.
8.4. The fact of the Buyer's payment for the Product is not grounds for the transfer of any property or copyright rights to this Product. By making a payment, the Buyer receives only a limited right (license) to use the Product in accordance with the terms of this Offer and the description on the Product page.
8.5. Any unauthorized distribution, copying, resale, or presentation of the Product code as one's own is a gross violation of the Partner's rights. This results in immediate blocking of the Buyer's account by the Administrator without refund and the Partner's right to protect their interests in accordance with copyright law.
9. CONFIDENTIALITY AND PERSONAL DATA
9.1. By accepting the offer, the User consents to the processing of personal data in accordance with the Privacy Policy and GDPR requirements (for EU residents).
9.2. Marketing and service communications: By accepting the terms of this Offer, the User grants the Administrator unconditional consent to receive:
service notifications (order confirmations, download links, activation keys, support responses);
marketing messages (information about Product updates, promotions, new items on the Platform) to the email address and/or phone number specified during registration.
The User has the right to refuse marketing messages at any time through the Personal Account settings or by clicking the "Unsubscribe" button in the letter text.
10. SANCTIONS WARNING
10.1. The User confirms and warrants that they are not a person to whom international sanctions (including OFAC, EU, UK sanctions) or national sanctions under NSDC decisions of Ukraine have been applied.
10.2. The Platform does not provide services to persons under sanctions, as well as to persons registered or residing in temporarily occupied territories of Ukraine and other territories subject to sanctions restrictions.
10.3. The Administrator has the right to unilaterally terminate the contract and block the account if the User is found to be involved in sanctions lists without any compensation.
11. FORCE MAJEURE
11.1. The Parties are relieved of liability for partial or complete non-performance of obligations if it occurred as a result of force majeure circumstances, including: military operations, cyber attacks (DDoS), prolonged power outages or Internet network failures, changes in legislation, decisions of state authorities.
11.2. The deadline for performance of obligations under the Contract is postponed for the period of such circumstances.
12. DISPUTE RESOLUTION PROCEDURE
12.1. All disputes and disagreements are resolved through negotiations. The deadline for responding to a written claim is 15 (fifteen) business days.
12.2. If a dispute cannot be resolved through negotiations, such dispute is subject to consideration in the appropriate court at the location of the Administrator in accordance with the procedural legislation of Ukraine.
13. FINAL PROVISIONS
13.1. The Administrator has the right to make changes to this Offer without personal notification of Users. Changes take effect from the moment of publication.
14. OUR DETAILS
LLC "OPENCARTCODE"
EDRPOU Code: 46406880
Address: 65062, Ukraine, Odesa region, city of Odesa, Fontanska Road, building 71 office 217