PUBLIC OFFER AGREEMENT

1.1. This Public Offer Agreement (hereinafter — the Agreement) governs the relationship between sole proprietor Borysenko Valerii Valeriiovych (hereinafter — the Contractor), operating under the brand The Elixir (The Elixir Perfume Laboratory), and an individual or legal entity (hereinafter — the Customer/Client) who orders the laboratory's services or goods.

1.2. The laboratory's website is located at https://theelixir.ai/ (including the subdomain https://app.theelixir.ai/; hereinafter — the Website). The Contractor may change the Website address by giving notice at the previous Website address; such a change in itself is not considered a change to the terms of this Agreement.

1.3. The Contractor reserves the right to change the terms of the Agreement unilaterally. Changes take effect from the moment they are published on the Website and do not apply to orders for services that have already been confirmed and paid for. Placing a new order for services after changes to the Agreement are published constitutes acceptance of the new version of the Agreement.

1.4. The Customer is obliged to review the current version of the Agreement independently before placing each order.

2.1. In this Agreement, the terms are used with the following meanings:

2.1.1. “The Elixir” (The Elixir Perfume Laboratory) — the brand under which the Contractor provides access to perfume ingredients and information and consulting services in the field of perfumery, organizes perfume sessions, master classes, and corporate events, and sells perfume products remotely.

2.1.2. Perfume session — the laboratory's core information and consulting service, an organized process during which the Contractor provides the Client with:

— access to a collection of certified perfume ingredients (fragrance concentrates, essences, bases, fixatives, etc.) from the laboratory's own stock;

— information about the properties, compatibility, and specifics of using the ingredients;

— methodological guidance for the fragrance composition process (the algorithm for building the fragrance pyramid, ingredient dosing principles, ingredient blending techniques).

The fragrance itself is created exclusively by the Client personally, by selecting ingredients and determining their proportions at the Client's own discretion, followed by blending the ingredients on the Contractor's equipment under the Client's own supervision of the process. Within a perfume session, the Contractor does not manufacture perfume products on the Client's behalf and is not the manufacturer of a composition created independently by the Client.

2.1.3. The format of a perfume session is determined by the Client at the time of booking and may be: individual (one participant); couples (two participants creating fragrances independently or together); group (three or more participants.  Perfume sessions are organized by the Contractor by prior booking by the Client. Perfume sessions may form the basis of corporate and celebratory formats).

2.1.4. Perfume ingredients — fragrance substances, concentrates, bases, and auxiliary materials stored in the laboratory's stock, to which the Contractor provides the Client access during the session. The ingredients are provided to the Client for use in creating perfume and are not transferred into the Client's ownership as separate bottles of ingredients.

2.1.5. Information and consulting support — the provision by the Contractor of oral and/or written information regarding: the classification of ingredient fragrance families, the properties of individual ingredients, the principles of building the perfume pyramid (top, heart, base notes), and dosing and blending techniques. Information support is an integral part of the perfume session and not a separate service.

2.1.6. Master class — an educational event in the format of a lecture with a practical part for the Client, in which the Contractor shares theoretical knowledge and demonstrates perfume-making techniques, and the Participants carry out practical tasks to create perfume independently from the selected ingredients provided.

2.1.7. Corporate session — a group event (a perfume session or master class) for organizations, held under a separate agreement between the Contractor and a legal entity or sole proprietor for a group chosen by the organization or sole proprietor (employees, guests, invited persons, etc.).

2.1.8. AI service — an online artificial intelligence tool for personalized fragrance selection based on an analysis of the Client's preferences and wishes, available through the Website or The Elixir mobile application. The AI service generates recommendations (a scent profile) and is in itself an informational and advisory tool. Based on the AI service's recommendations, the Client may place a separate order for a Personalized product (Section 7 of this Agreement); in that case, the formula is checked and adjusted by the laboratory's perfumer, and production is carried out according to the recipe chosen by the Client.

2.1.9. Finished fragrance (session result) — a perfume composition obtained by the Client as the result of actions performed by the Client personally during the perfume session. Since the composition and proportions of the ingredients are determined exclusively by the Client, the Contractor is not responsible for the organoleptic characteristics of the final composition.

2.1.10. Product — perfume products sold by the Contractor remotely through the Website or at the laboratory's locations, in particular: (a) finished products of the laboratory's own manufacture;

(b) Personalized product.

2.1.11. Personalized product — perfume products manufactured by the Contractor to the Client's individual order: according to a formula developed from the results of the AI questionnaire and checked by a perfumer; according to the Client's saved individual formula (repeat reproduction); according to the Client's individual brief; as well as products with personalized packaging, engraving, or custom inscriptions.

3.1. Under this Agreement, the Customer/Client pays for, and the Contractor undertakes to provide the Customer with, the following set of services:

3.1.1. Perfume session service (core service)

At the Client's request, the Contractor organizes a session during which it:

— a) provides the Client with access to perfume ingredients from the laboratory's stock in the quantity required for the Client to create one fragrance in accordance with the session format and duration chosen by the Client;

— b) provides the Client with information about the ingredients presented: fragrance profile, notes, recommended combinations, permitted concentrations;

— c) provides the Client with a methodological algorithm for building a fragrance and technical support for the blending process.

The entire process of selecting ingredients, determining their quantities, and directly combining (blending) them is carried out by the Client independently, according to their own preferences and under their own supervision. Within the session, the Contractor acts as a provider of access to ingredients and an information resource, and not as the manufacturer of the composition created by the Client.

3.1.2. Service formats

— Individual session: one Client creates their own fragrance with the support of one laboratory consultant. Provides the greatest depth of personalization and consulting support.

— Couples session: two participants  take the session at the same time. Each participant creates their own independent fragrance, or the participants work together on a single composition — at their own choice.

— Group session: three or more participants. Held by prior arrangement with the Contractor; forms the basis for themed master classes, corporate events, and celebratory activities. Terms are agreed individually.

3.1.3. Access to perfume ingredients

After the Client has paid for the information and consulting services, the Contractor provides the Client with temporary access to perfume ingredients from the laboratory's stock exclusively within the scope and for the duration of the perfume session. The ingredients are the property of the Contractor. The Client does not acquire ownership of the ingredients and is not entitled to take them outside the laboratory. The finished fragrance, created independently by the Client during the session and poured into a bottle, is handed over to the Client as the result of the service provided by the Contractor and is the property of the Client.

3.1.4. Information and consulting support

During the session, the Contractor provides the Client with information on: the principles of building the perfume pyramid (top, heart, and base notes); the fragrance characteristics and compatibility of ingredients; dosing, dilution, and blending techniques; the basics of perfume classification (fragrance families — oriental, woody, floral, citrus, etc.). The provision of this information is an integral part of the perfume session service and does not constitute a separate type of activity.

3.1.5. Related services and products

— Perfumery master classes (themed and general educational).

— Corporate events and team building based on perfume sessions.

— Access to the AI personalized fragrance selection service.

— Remote sale of Products, including Personalized products, through the Website — under the terms of Section 7 of this Agreement.

3.2. Access to the informational part of the Website is provided free of charge. Services and Products are paid for in accordance with the current price list published on the Website.

3.3. This Agreement is a public offer. Placing an order, making a payment, or the Client's physical participation in a session constitutes full and unconditional acceptance of the terms of this Agreement.

4.1. The Contractor has the right to:

4.1.1. Change the terms of service, the list of formats, and prices. Changes take effect from the moment they are published on the Contractor's Website and do not apply to orders that have already been confirmed and paid for.

4.1.2. Restrict the Client's access to ingredients or terminate the session early if the Client violates the laboratory's rules of conduct or the terms of this Agreement.

4.1.3. Refuse to provide the service if the information provided by the Client is found to be inaccurate.

4.2. The Contractor is obliged to:

4.2.1. Provide the Client with access to perfume ingredients and provide information and consulting support in accordance with the chosen session format.

4.2.2. Ensure proper conditions for the session: workstation, equipment, materials.

4.2.3. Process the Client's personal data in accordance with the Privacy Policy and keep information about the fragrances created by the Client confidential.

4.2.4. If a session is canceled at the Contractor's initiative — refund the full cost of the canceled session or offer an equivalent rescheduling of the session to a date and time agreed with the Client.

4.3. The Client has the right to:

4.3.1. Independently determine the composition, quantity, and proportions of the ingredients of their fragrance during the session.

4.3.2. Receive full information from the consultant about the available ingredients and the technical specifics of their use.

4.3.3. Have information about the fragrance formula they created (an identifier in the laboratory's database) stored so that it can be reproduced with a subsequent order.

4.3.4. Receive a refund or reschedule a booking in the cases provided for by this Agreement and by law.

4.4. The Client is obliged to:

4.4.1. Arrive on time for the booked session. If unable to attend — notify the Contractor at least 24 hours in advance.

4.4.2. Inform the consultant before the session begins of any allergic reactions or individual sensitivity to fragrance substances. Such information is processed by the Contractor on the basis of the Client's explicit consent in accordance with the Privacy Policy and is added to the Client's order.

4.4.3. Comply with the laboratory's rules of conduct, including restrictions on the use of personal fragrances on the premises.

4.4.4. Not reproduce outside the Contractor's laboratory, without the Contractor's written permission, fragrance formulas, methodological materials on perfume creation, and other intellectual property used in the Contractor's laboratory in the making of the perfume, and not share the information obtained with third parties.

5.1. Regarding compositions independently created by the Client during the perfume session, the Contractor provides services of access to perfume ingredients and information and consulting services, and is not a perfume manufacturer within the meaning of the Technical Regulation on Cosmetic Products (Resolution of the Cabinet of Ministers of Ukraine dated January 20, 2021, No. 65).

5.2. Regarding the Goods (finished products of own manufacture and Personalized goods, Section 7), the Contractor is the responsible person within the meaning of the Technical Regulation on Cosmetic Products and bears the responsibility provided by law for their quality and safety.

5.3. The result of the perfume session service is a composition independently created by the Client from ingredients chosen by the Client in proportions determined by the Client, as a result of which the Client is the sole author of their own fragrance.

5.4. The Contractor shall not be held liable for: — the organoleptic, quality, or longevity characteristics of the composition resulting from the Client's independent choice during the session; — individual allergic reactions of the Client to the ingredients, provided the Client did not inform about any allergies or contraindications prior to the start of the session; — the conformity of the composition created by the Client during the session with the Client's desired expectations, as the final result of the composition is fully determined exclusively by the decisions of the Client themselves when choosing the ingredients and their dosage.

5.5. The Contractor works with perfume raw materials from certified international manufacturers (including Givaudan, dsm-firmenich, IFF) that comply with IFRA safety standards. The Contractor bears responsibility for the quality and safety of the ingredients within the limits guaranteed by the suppliers, and conducts checks of formulas for compliance with IFRA standards.

6.1. Ordering of services and Goods is carried out by the Client through the Contractor's Website, The Elixir mobile application, instant messengers, or directly at the physical laboratory locations (Gulliver Mall, Kyiv; Promprylad, Ivano-Frankivsk).

6.2. To book a session, the Client selects the session format, date, and time, after which an advance payment is made. The booking is confirmed after the payment is credited to the Contractor's account.

6.3. Payment is made via payment systems on the Website or by cash/cashless payment at the physical locations.

6.4. Session booking cancellation and refund terms: — cancellation 48 hours or more prior to the session start: full refund of the advance payment; — cancellation between 24 and 48 hours prior: 50% refund of the advance payment or free rescheduling; — cancellation less than 24 hours prior or no-show without notice: the advance payment is non-refundable within the limits of actual expenses incurred by the Contractor for session preparation.

6.5. In the event of a session cancellation initiated by the Contractor, a full refund is issued, or, upon agreement with the Client, the session is rescheduled to another time convenient for the Client.

6.6. Production lead times for Personalized Goods and corporate (B2B) orders depend on the volume: sample/single item — as specified on the corresponding service page; small batch — approximately from 2 weeks; full development cycle of a corporate fragrance — up to 8 weeks. The exact lead time is fixed upon order confirmation.

7.1. Remote sale of Goods is carried out through the Contractor's Website: (a) finished perfume products of the laboratory's own production; (b) Personalized Goods (Clause 2.1.11).

7.2. Delivery is carried out: within Ukraine — by "Nova Poshta"; international delivery (European countries, USA) — by "Nova Poshta" or "Ukrposhta". Delivery times, rates, and restrictions regarding the shipment of perfume products are specified on the Website page — "Delivery".

7.3. Return of Goods of Proper Quality. Perfume and cosmetic products of proper quality are not subject to exchange and return in accordance with the List of Goods of Proper Quality Not Subject to Exchange (Return), approved by Resolution of the Cabinet of Ministers of Ukraine dated March 19, 1994 No. 172.

Personalized Goods

7.4. A Personalized Good is manufactured exclusively for a specific Client, based on their answers, preferences, saved formula, or brief (Client's specifications), and due to its individual nature cannot be sold to other persons.

7.5. In accordance with Clause 3 of Part Five of Article 13 of the Law of Ukraine "On Consumer Rights Protection" dated May 12, 1991 No. 1023-XII, the consumer's right to terminate a distance contract does not apply to contracts concerning the manufacture or processing of goods to the consumer's order, i.e. if the goods cannot be sold to other persons. In view of this, as well as Clause 7.3 of this Agreement, Personalized Goods of proper quality are not subject to exchange and return, and funds paid for them are non-refundable.

7.6. When placing an order for a Personalized Good, the Client confirms by a separate active action (checking a box in the order form) that: (a) the good is manufactured individually according to their specifications; (b) they are familiar with and agree that such good is of proper quality and is not subject to return and exchange. Without such confirmation, an order for a Personalized Good will not be accepted.

7.7. Subjective perception of a fragrance (impression of the scent, its longevity, or its development on the skin) created in accordance with the Client's specifications and/or the formula approved by them does not constitute a defect of the good within the meaning of consumer protection legislation.

7.8. For Clients residing in EU Member States: the right to withdraw from a distance contract within 14 days does not apply to goods made to the consumer's specifications or clearly personalized (Article 16(c) of Directive 2011/83/EU on consumer rights).

Goods of Improper Quality

7.9. The provisions of Clauses 7.3–7.8 do not limit the rights of the Client provided for in Article 8 of the Law of Ukraine "On Consumer Rights Protection" in case defects of the Good are identified: damage to the bottle or packaging, non-conformity of volume upon unpacking when receiving the product at the post office, product spoilage, or non-conformity of the created fragrance with the formula approved by the Client. In such case, the Client has the right, depending on the nature of the defect, to free defect elimination, product replacement, a proportional price reduction, or a refund of the paid funds in cases provided for by law. Quality claims are accepted at: hello@theelixir.ai.

7.10. [Optional, at the decision of The Elixir] Regardless of the provisions of this Section, the Contractor may, at its own discretion, offer the Client one free correction of the individual formula within 14 days from the date of receipt of the Personalized Good. Such correction is a gesture of goodwill, is not an obligation of the Contractor, and does not create a right to a refund.

8.1. The session methodology, educational materials, AI service algorithms, and Website content are intellectual property objects of the Contractor. The trademark "The Elixir" (Certificate of Ukraine No. 341617, Nice Class 40) is used by the Contractor on the basis granted by the certificate owner.

 

8.2. The perfume formula independently created by the Client during the session is stored in the laboratory's database under a unique identifier. The Client has the right to reorder and reproduce their own fragrance through the laboratory. Commercial replication of the formula without a written agreement with the Contractor or at any location outside the Contractor's laboratory is prohibited.

 

8.3. Under no circumstances shall the Client acquire any rights to the perfume ingredients, perfume creation methodology, or the laboratory's educational materials.

9.1. The processing of the Client's personal data (full name, e-mail, phone number, delivery address, AI profiling results, voluntarily disclosed information about allergies) is carried out in accordance with the Privacy Policy published on the Website, which is an integral part of this Agreement, and on the legal grounds specified therein.

 

9.2. Data is transferred to third parties exclusively in cases specified by the Privacy Policy (logistics partners, payment providers, technical service providers). Transfer for commercial purposes without the Client's consent is not performed.

 

9.3. The rights of the personal data subject are defined by the Law of Ukraine "On Personal Data Protection" dated June 1, 2010 No. 2297-VI and the Privacy Policy. Withdrawal of consent, request for access, or data deletion shall be directed to: hello@theelixir.ai.

10.1. The Contractor shall be held liable for the quality of the services provided and Goods in accordance with the terms of this Agreement and the applicable legislation of Ukraine. Limitations of liability provided for in this Agreement apply to the extent permitted by law and do not limit the rights of the Client-consumer guaranteed by the Law of Ukraine "On Consumer Rights Protection".

 

10.2. The Contractor shall not be held liable for: disruptions arising as a result of force majeure circumstances; characteristics of the composition independently created by the Client during the session (Section 5); individual reactions of the Client to ingredients that were not disclosed in advance.

 

10.3. The Client shall be held liable for the accuracy of the data provided by them and for compliance with the terms of this Agreement.

11.1. Neither Party shall be held liable for failure to perform or improper performance of the terms of this Agreement due to the occurrence of force majeure circumstances beyond the control of the Parties, which include, but are not limited to: air raid alerts, power outages, interruption of heating supply, interruption of water supply, hurricanes, severe weather warnings, and other similar events.

 

11.2. In the event of force majeure circumstances, the Party affected by such circumstances shall immediately notify the other Party of the force majeure event by sending a corresponding notification via e-mail, Viber, Telegram, WhatsApp, or any other known messaging application.

 

11.3. Upon the cessation of the force majeure circumstances, the Party affected by such circumstances shall immediately contact the other Party by sending a corresponding notification via e-mail, Viber, Telegram, WhatsApp, or any other known messaging application, along with a proposal for fulfilling the obligations under this Agreement.

12.1. Dispute resolution under this Agreement shall be conducted through negotiations. Pre-trial dispute resolution is mandatory by sending a claim:

— by the Client to the Contractor's e-mail address: hello@theelixir.ai;

— by the Contractor to the Client's address, via Viber, Telegram, WhatsApp, or any other known messaging application.

A response to the claim shall be provided within 30 calendar days.

 

12.2. In the event that an agreement cannot be reached, the dispute shall be considered by a competent court in accordance with the legislation of Ukraine.

13.1. The Agreement enters into force from the moment the offer is accepted (placing an order, payment, physical participation in a session) and is valid indefinitely.

13.2. The following are integral parts of the Agreement: the Privacy Policy; the delivery terms published on the Website; the Rules for Cancellation and Rescheduling of Bookings; the Terms of Corporate Cooperation; the Terms of Use of the AI Service (where the corresponding separate documents are available on the Website).

13.3. Relations not governed by this Agreement are governed by the current legislation of Ukraine.

Sole proprietor Borysenko Valerii Valeriiovych

Tax ID (RNOKPP): 3201811951

Registered address: 57 Predslavynska Street, Kyiv

IBAN: UA02 3052 9900 0002 6005 0262 2550 0, JSC CB PrivatBank

Locations: Gulliver Mall, Kyiv; Promprylad, Ivano-Frankivsk

Website: https://theelixir.ai/ · Email: hello@theelixir.ai

The Elixir Perfume Laboratory