Offer Agreement

  1. General provisions

1.1 The information below is a public offer (the official offer (hereinafter - the Contractor) to any legal or natural person (hereinafter - the Customer, and together Parties) to sign the Agreement on the provision of website development services (hereinafter - the Agreement) based on Article 633 of the Civil Code of Ukraine.

1.2 Read the text of this public offer and if you do not agree with any item of this public offer, or you do not understand any of the items of this public offer, we offer you to refuse the services offered to create a website (hereinafter - services).

1.3 If you agree with the terms of this public offer, you can make the payment for services, thereby confirming your order. In this case, it is considered that you become a customer of the service, fully and unconditionally agree with all the terms of the following public offer (proposal), in full and unconditionally accept it. In this case the Agreement will be considered as signed, and the Contractor has accepted the obligation to provide services

  1. Subject matter of the Agreement

2.1 The Contractor undertakes to render services for creation of a website (hereinafter referred to as "Site", "Works") in accordance with the requirements and in the volume specified in the Terms of Reference (hereinafter referred to as "terms of reference"), which is an integral part of the Agreement.

2.2 The Customer undertakes to provide conditions and information necessary for the Contractor to perform its obligations, to accept and pay for the services rendered by the Contractor (executed work).

  1. Time of performance of works (rendering of services)

3.1 Time of performance of works shall be specified in the terms of reference. If the full volume of materials to be placed on the site, the Contractor begins to work immediately after the receipt of advance payment to the account of the Contractor.

3.2 In case of delay in registration of the prepayment, providing information, payment for services of the third parties, or other non-performance of obligations of the Customer or its contractors, specified in the Agreement and terms of reference, the Contractor has the right to postpone unilaterally all the terms of work (rendering services) without any further notice to the Customer. Terms of work performance in this case shall be increased by the time of the Customer's performance of its obligations and the time required for the Contractor to resume the work, but no more than 10 working days.

  1. Rights and obligations of the Executor

4.1 Rights and Obligations of the Contractor The Contractor undertakes to provide the service (perform work) qualitatively, in accordance with the agreement, annexes, terms of reference and additional agreements.

4.2 The Executor has a right to involve third parties into execution of the agreement without the Customer's consent. Responsibility for the actions of third parties shall be borne by the Contractor. 4.3.

4.3 The Executor together with the Customer determines and signs the terms of reference.

4.4 The Executor undertakes NOT to disclose any confidential information of the Customer received during the cooperation under this Agreement.

4.5 The Executor shall have the right to increase the period of work under clause 2 by the number of days of forced downtime in receipt of appropriate instructions from the Customer.

4.6. The Contractor has the right not to commence the work, and to suspend the commenced work in cases where the Customer's violation of his obligations under the Contract prevents the performance of the Contract by the Contractor.

4.7. The Contractor shall have the right to withdraw from the Agreement in case if the Customer, despite a timely and reasonable warning of the Contractor about the circumstances referred to in clause 4.1. of the Agreement, does NOT replace unsuitable or low-quality materials and technical documentation within a reasonable period of time, and does not change the instructions about the method of work execution or does not undertake second measures to eliminate the mentioned circumstances.

4.8 The Contractor shall hand over the results of the rendered services by an acceptance certificate.

  1. Rights and obligations of the Customer

5.1 Rights and obligations of the Customer The Customer undertakes to provide the Contractor with materials and information necessary to perform the work according to the ToR before the beginning of the work. The Customer undertakes to submit information, necessary for rendering of services (performance of work) to the Contractor by e-mail, in files, which format is agreed in terms of reference.

5.2. The Customer concurrently with the Agreement agrees and signs the terms of reference, developed together with the Contractor.

5.3 The Customer undertakes to accept and pay for the Contractor's work in full volume and within the terms established in the Agreement, to perform other obligations stipulated in the Agreement and Technical Assignment.

5.4 The Customer undertakes not to disclose any confidential information of the Contractor received during the cooperation under this Agreement.

5.5 The Customer has no right to demand from the Contractor to perform works not specified in the Technical Assignment. Additional works shall be performed as necessary and shall be paid for by the Customer separately. Additional works not specified in the terms of reference shall be agreed and executed in writing as an appendix to the terms of reference and shall be signed by both parties.

  1. Cost of works, procedure and terms of settlements

6.1 The cost of works is determined on the basis of the drawn up and agreed by the Parties terms of reference. Public offer 2/3

6.2 The Customer shall pay for each following stage in the amount and terms specified in the terms of reference.

6.3 Services shall be provided on the basis of 70% advance payment. The Contractor shall have the right not to start the work until the advance payment is received, unless otherwise specified in the terms of reference. All terms of work performance, specified in the terms of reference are defined from the moment of receipt of prepayment.

6.4 The Contractor shall have the right to suspend provision of services to the Customer if the Customer violates the payment procedure defined by this Agreement and the terms of reference.

6.5 In case of impossibility to perform the work due to the Customer's fault, the services shall be paid in the amount of actual expenses incurred by the Executor.

6.6 In case when impossibility to perform has arisen due to circumstances for which neither party is responsible (force majeure), the Customer shall compensate the Executor for expenses actually incurred.

6.7 After receipt of full payment under the Contract, the Executor performs warranty maintenance, if this is stipulated in the terms of reference.

  1. Confidentiality

7.1 The Parties acknowledge any information related to the conclusion and content of this Agreement, including any annexes and supplements to it, as a commercial secret and undertake to keep strictly confidential such information, not disclosing it to third parties without prior written consent of the other Party, except for cases when it is necessary for the purposes of the Agreement or for disclosure to relevant state authorities in cases determined by law. The specified provision shall not apply to publicly known or publicly available information.

  1. Responsibility of Parties

8.1. The Parties shall be liable in accordance with the current legislation of Ukraine.

8.2 All disputable issues shall be settled by negotiation of the parties, and if the parties can not agree, in the Commercial Court in accordance with the laws of Ukraine.

8.3 Property rights for the Web-site are transferred to the Customer after full payment for the completed work and after receipt of the data transfer codes via ftp protocol (login, password and host address) from the Contractor.

8.4 Responsibility for any materials on the Site: graphic, text, audio, video, other information, as well as compliance of these materials with licenses, bears the Client.

8.5. All the issues related to the rights on the Website are regulated by the legislation of Ukraine.

  1. Term of the offer

9.1 This public offer is valid from the date of payment in advance for the services set out in this offer.

9.2 The Contractor has the right to change the terms of this offer unilaterally. The effective date of the changes in this offer is the date of their publication on the Provider's website.

9.3 The Agreement can be terminated prematurely by mutual consent of the parties. In case the Contract is terminated before the completion of the works stipulated by the Terms of Reference, the mutual settlements between the parties shall be determined by an additional agreement.

9.4 Unless otherwise provided by the additional annex to the Agreement, after the Customer has made an advance payment and the Contractor has started execution of the Agreement, but by the time of work delivery, in the absence of any faulty actions of the Contractor, the Customer shall have the right to terminate the Agreement by notifying the Contractor in writing 7 (seven) calendar days before the date of termination of the Agreement. The prepayment made in this case is not refundable.

9.5 Unless otherwise stipulated by an additional annex to the Agreement, if the Agreement is terminated on the Customer's initiative, and the amount of work performed by the Contractor by that moment exceeds the amount of the prepayment made by the Customer, then on the basis of the current prices of the Contractor and the Act of works performed before the termination of the Agreement, the Customer's debt to the Contractor is calculated, which shall be paid within 3 working days from the signing of this Act by the parties (acceptance).

  1. Acceptance and Transfer of Work

10.1. After completion of the works defined in the present Agreement the Parties shall sign the Acceptance Act for the completed works (rendered services). The act shall be transferred by the Ukrposhta, or through the channels of communication stated in clause 11.4.

10.2. The Customer shall sign the act within three working days after receipt of the act and return one copy to the Contractor by Ukrposhta. If the Client within the specified time does not sign the act and does not present to the Contractor any complaints about the performance of the Contract, the act shall be considered to be accepted by the Client and shall be signed unilaterally by the Contractor.

  1. Force Majeure

11.1 The Parties shall be exempted from liability for partial or full non-performance of their obligations hereunder if the impossibility to perform them has been caused by force majeure circumstances such as fire, floods, other natural disasters, war, armed conflicts, mass civil disturbances, epidemics, terrorist acts, acts of state or local authorities and any other events which make it impossible for the Parties to perform their obligations hereunder.

11.2 The Party caught in force majeure must provide the other Party with a confirming document from the Chamber of Commerce of Ukraine within 7 days from the date of occurrence of such circumstances.

11.3 If the force majeure lasts more than 3 months, the Parties shall cancel the contract and in this case none of the Parties can make a claim to the other.

  1. Other terms and conditions

12.1 All changes and additions to this contract shall be agreed by the Parties by signing an additional agreement.

12.2 All peculiarities of work implementation, essential for the Customer, shall be explicitly reflected in the ToR. If the requirements of the Customer are not specified in the ToR, the form of their implementation remains at the discretion of the Contractor and cannot be a reason for refusal to accept the completed work.

12.3 Any agreement between the Parties, which goes beyond the limits of this Contract, shall be confirmed by the Parties in writing in the form of an addendum to this Contract.

12.4. The Parties have the right to correspond and send documentation by e-mail (to the addresses specified in the TC) via the Internet. Confirmation of receipt of information is the other party's response on receipt of e-mail. All documents, letters, applications, etc. received by e-mail shall have the force of the original.

12.5 Contractor has a right to place a link on the developed Website to its own or a similar website and to demonstrate the product to other persons for advertising purposes of its activity.

12.6 Upon commencing the work, the Contractor has the right to study and use the analogues of the developed product existing in the market.

12.7. The Contractor does not perform the work in the presence of the Customer.

12.8 The Executor negotiates and coordinates the development of the site only with the people who make decisions specified in the TOR.

12.9 The Executor does not execute the Customer's ideas, in realization of which he sees no worthy embodiment.

12.10. Comments and requests for the development must be specific and reasoned. General phrases are not arguments.

12.11. Violations of terms of transfer of information and materials to be introduced on the site (content) to the Contractor are unconditional grounds for introducing content from the Internet.

12.12. One final version is transferred to the ownership of the Customer. Additional, conceptual or draft versions are the property of the Contractor and can be bought out by the Client.

12.13. If any provision of this Agreement is declared invalid or null and void by a court, the invalidity of this provision shall not invalidate other provisions of this Agreement and all other provisions shall remain in force.