Offer for the Provision of Software Development, Adaptation, Modification Services on the Internet.
1. GENERAL PROVISIONS
1.1. This document is an offer by Individual Entrepreneur Kirilevich Alexey Aleksandrovich, INN (Taxpayer Identification Number): 263213085520, OGRNIP (Primary State Registration Number of the Individual Entrepreneur): 319265100115478 (the Contractor), and contains all essential terms of the agreement for the provision of software development, adaptation, modification services on the Internet.
1.2. The citizens of the following countries: Afghanistan, Iran, Iraq, Myanmar (Burma), Pakistan, Russian Federation, North Korea, Somalia, Sudan, South Sudan, Syria, Yemen, Uganda, USA are excluded from our offer.
1.3. In accordance with article 433 of the Civil Code of the Russian Federation, the agreement will be recognized to have been concluded at the time the Contractor receives the offer acceptance.
1.4. The acceptance of this offer will be the payment of an invoice issued by the Contractor.
1.5. If the terms set out in this offer are accepted and the acceptance is made, the person who accepts this offer becomes a Customer. In accordance with paragraph 3 of article 438 of the Civil Code of the Russian Federation, the offer acceptance is equivalent to entering into the agreement under the terms set out in the offer.
1.6. Place of conclusion of the agreement: Sevastopol, Russia.
2. SUBJECT OF THE OFFER
2.1. The subject of this offer is to provide the Customer with software development, adaptation, modification services on the Internet, in accordance with the terms of this offer posted on the Contractor’s website at https://corelab.app/public-offer/.
2.2. The Contractor has the right to amend terms of this offer, create additions to this offer without prior agreement with the Customer, and will ensure, in this connection, the publication of an updated version of the Offer on the web page https://corelab.app/public-offer/ at least ten (10) calendar days prior to their entry into force.
3. TERMS OF ENTERING INTO THE AGREEMENT AND PROCEDURE FOR THE PROVISION OF THE SERVICES
3.1. After becoming familiar with the terms of this offer and confirming that the Customer agrees with the terms of this offer, the Customer electronically sends the request with the detailed description of the technical requirements to the Contractor.
3.2. Based on the request received, the Contractor will create an invoice specifying the fee and timeframe for the services. Such invoice will be sent to the Customer according to the contact details provided when the request was made.
3.3. If necessary, the Contractor will send the Customer a request for the provision of information materials needed to provide the services.
3.4. An invoice shall be deemed to have been accepted if the Customer has paid such invoice in the amount and within the timeframe specified in this invoice (paragraph 3 of article 438 of the Civil Code of the Russian Federation).
3.5. Concurrently with the acceptance of the invoice, the Customer is obliged to provide in full the information materials needed by the Contractor to perform the required works.
3.6. All information materials shall be provided by the Customer in electronic form suitable for further use by the Contractor without additional interim processing (unless processing of materials falls, according to the terms of the services, into the responsibility of the Contractor, and its cost is included in the total service fee).
3.7. In the course of the services, if necessary and with the consent of the Customer, the Contractor has the right to request additional information materials. If this is the case, the timeframe for the provision of the services will be extended by the period during which the Customer provided additional information materials from the time the Contractor requested them.
3.8. The period for the performance of the obligations under the request begins from the date the Contractor receives the invoice acceptance and the Customer provides information materials.
3.9. If it is necessary to change the period for the provision of the services or information materials, each of the parties shall inform the other party about this no later than 24 hours prior to its occurrence.
3.10. In case the Contractor delays the provision of the services without agreement with the Customer and provided that such delay occurs not due to force majeure (section 6 of this agreement), the Customer has the right to demand that the Contractor pay a penalty of 0.1% of the value of the outstanding obligations for each calendar day of delay.
3.11. The Contractor has the right to engage third parties for the performance of the services, without securing approval of the Customer. In this case, the Contractor will be fully responsible to the Customer for the actions of these parties carried out in the course of the services.
4. PROCEDURE FOR THE ACCEPTANCE OF THE SERVICES RENDERED
4.1. On completion of the services according to the invoice, the Contractor will generate and send a notice to the Customer in electronic form, according to the contact details provided at the time the request was made.
4.2. The services shall be deemed to have been rendered by the Contractor in full and in a quality manner if no objections are received from the Customer within fifteen (15) calendar days from when such notice is sent to the Customer. On expiration of the said period, no claims with regard to the scope and quality of the services rendered by the Contractor will be accepted.
4.3. If the Customer has claims with regard to the scope and quality of the services rendered, a list of defects with their detailed description shall be sent to the Contractor within fifteen (15) calendar days from when a notice of fulfilment of the obligations under the Contractor’s request is received. Within ten (10) calendar days from the time of receipt of the list of defects, the Contractor shall generate a memorandum of agreement on the remedial works and deadlines for them, and send it to the Customer for approval.
4.4. After completion of such remedial works, the Contractor will send the notice to the Customer once again. After that, the procedure for the acceptance of the services rendered will be regulated by clause 4.2 of this Agreement.
5. COST OF THE WORKS AND PAYMENT PROCEDURE
5.1. Prices for the services are not subject to VAT due to the use of the patent taxation system by the Contractor.
5.2. The cost of the works, payment currency, method and time of payment shall be agreed by the parties in advance and shall be determined on the basis of the invoice.
5.3. In case the payment for the services rendered is delayed and provided that such delay occurs not due to force majeure, the Customer shall pay the Contractor a penalty of 0.1% of the value of the outstanding obligations for each calendar day of delay.
6. FORCE MAJEURE
6.1. The parties will not liable for the non-fulfilment of the obligations under the agreement, where such non-fulfilment is due to circumstances of insuperable force that objectively prevent the fulfilment of obligations and which occurred after the acceptance of the offer and invoice, and which the parties could not foresee or prevent.
6.2. Such circumstances include: consequences of natural phenomena, fires, floods, natural disasters, military actions, acts of terrorism and other force majeure circumstances, if these circumstances directly affected the fulfilment of the obligations, and acts of government and administrative authorities, moratoriums and similar acts and circumstances recognized as force majeure by judicial or other competent authorities.
6.3. On occurrence of the circumstances specified in clauses 6.1 and 6.2, each party shall promptly notify the other Party in writing. Such notice shall contain information about the nature of the circumstances and any documents evidencing the fact of such circumstances, and, as far as possible, estimating their effect on the ability of the party to perform the obligations under this offer.
6.4. The timeframes for fulfilling the obligations of the parties, in the event of occurrence of the circumstances specified in clauses 6.1 and 6.2, will be extended by the period equal to the period of these circumstances. In the event that such period exceeds three months, the agreement can be terminated by either party unilaterally. If this is the case, the parties will reconcile mutual payments and payment of the existing debt immediately at the time of termination of the agreement.
7. TERM OF THE AGREEMENT
7.1. The Agreement shall enter into force from the time specified in clause 3.4 of this offer, and shall be valid until the parties fully fulfil the obligations stipulated by this agreement and all annexes hereto in aggregate.
8. AGREEMENT TERMINATION PROCEDURE
8.1. The Customer has the right, at any time before the Contractor delivers the service deliverables as per a certificate of acceptance of the services rendered, to withdraw from the agreement unilaterally out of court, by giving the Contractor a notice and paying the Contractor only for the services rendered by the time of receipt of the agreement termination notice. The Contractor, within ten (10) calendar days, shall deliver the paid service deliverables to the Customer and reconcile mutual payments. If either party has unpaid obligations, this party will have a period of five (5) calendar days to make payments. After that the agreement can be deemed to have been terminated.
8.2. In case the Customer is not able to fulfill his obligations, such as fails to provide information materials, delays in payment, fails to pay a penalty, the Contractor has the right at any time to refuse to provide the services unilaterally, by notifying the Customer of termination of the agreement and delivering the service deliverables available at the time of termination, and the Customer shall pay for the services actually rendered by the Contractor within five (5) calendar days.
9. DISPUTE RESOLUTION PROCEDURE
9.1. All disputes and disagreements arising out of the agreement are subject to resolution through negotiation.
9.2. If a dispute or disagreement can not be settled through negotiation, the same shall be referred for consideration to the Arbitration Court of Stavropol Krai in accordance with the laws of the Russian Federation currently in force.
9.3. Before instituting legal proceedings, the parties consider it mandatory to send the text of a written claim to the counterparty in electronic form.
9.4. The claim handling period shall be five (5) calendar days.
10. INFORMATION SECURITY AND INFORMATION CONFIDENTIALITY
10.1. Information materials provided by the Customer to the Contractor can only be used to provide the services under the Agreement and are not subject to disclosure or communication to third parties.
10.2. The Customer warrants (and shall be held fully liable for the failure to comply with this obligation) that all information materials provided by the Customer are free and clear of third-party claims, and that the fact of their delivery to the Contractor will not infringe on any patent, copyright or related rights, rights to trade secrets of third parties.
10.3. If there are additional conditions for the use of the information materials provided in the course of works under the agreement, the Customer shall inform the Contractor about all such conditions in writing.
10.4. In thirty (30) calendar days after full payment and if there are no claims to the quality of work on the part of the Customer, the Contractor undertakes to destroy the documents and other information recorded on electronic and physical data storage that Contractor received during the process of providing services.
10.5. The parties undertake not to disclose any confidential information, received by them in the course of the services from the other party, to any other person.
10.6. Confidential information means information related to the terms of provision of the services, progress in the fulfilment of contractual obligations; amount of and procedure for the payment for the services rendered; information including the practical experience of specialists who are involved in the implementation of the agreement, scientific and technical, technological, production, financial and economic or any other information that has actual and/or potential commercial and/or other value due to the fact that it is unknown to third parties; information representing the intellectual property of the other party; information, property rights to which belong to the other party.
10.7. If either party is found to be guilty of disclosing the confidential information and/or using the confidential information for the party’s own benefit and/or for the benefit of third parties, the other party has the right to claim damages incurred in connection with the disclosure or use of this information.
10.8. The Contractor does not have the right to publish or otherwise disclose information about the fact of provision of the services by him under this agreement and publish/disclose information about the services rendered. This information is confidential.
11. PARTIES’ RIGHTS TO THE WORK PRODUCTS
11.1. The Contractor shall deliver to the Customer the service deliverables and the exclusive rights to the service deliverables under the agreement, in particular: the right to reproduce; the right to distribute in any way; the right to sell, rent; the right to import; the right to publicly demonstrate; the right to publicly perform; the right to broadcast; the right to communicate to the public by cable; the right to translate; the right to process; the right to communicate to the public. The rights are transferred without limitation of territory and duration. The Contractor’s fee for the use of the service deliverables in any one, more than one or all of the specified ways is included in the cost of the works under the agreement.
11.2. The Customer shall be given the final service deliverables and the rights to the same, including the source codes and files used during the creation of the deliverables. Source codes are the intellectual property of the Customer.
11.3. The service deliverables and the rights to the deliverables shall be delivered and transferred if the respective services have been ordered, accepted and fully paid by the Customer.
11.4. The Contractor warrants that the fact of delivery of the service deliverables and transfer of the rights to the deliverables by him will not infringe on the patent rights, copyrights or related rights of third parties, the right to trade secrets of third parties; and that at the time of transfer of the rights, there are no circumstances that enable third parties to subsequently make claims against the Customer regarding the rights to the deliverables and the information materials used in the deliverables (with the exception of information materials provided by the Customer).
11.5. In the event that any third parties bring claims or suits or make other demands against the Customer due to the Contractor’s failure to comply with these warranties, the Contractor shall settle such claims on his own and at his own expense.
11.6. After delivery of the service deliverables and transfer of the rights to the deliverables to the Customer, the Customer shall independently take measures to further protect them.
12. DETAILS OF THE CONTRACTOR
Individual Entrepreneur: Kirilevich Alexey Aleksandrovich;
INN (Taxpayer Identification Number): 263213085520;
OGRNIP (Primary State Registration Number of the Individual Entrepreneur): 319265100115478.
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