Public offer contract

1. general provisions

1.1 The following information is a public offer (an official offer FLP "Kolpakov Vyacheslav Mikhailovich" owner of the site apelsun.ua (hereinafter - the Contractor) to any legal entity or individual (hereinafter - the Customer, and together the Parties) to sign an Agreement on the provision of services to create a website (hereinafter - the Agreement) on the basis of 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 clause of this public offer, or you have not understood any of the clauses of this public offer, we offer you to refuse the proposed services for the creation of the site (hereinafter - services).
1.3 If you agree with the terms of this public offer, you can make payment for services, thus confirming your order. In this case, it is considered that you become the Customer of services, fully and unconditionally agree with all the terms of the following public offer (proposal), fully and unconditionally accept it. In this case the Contract will be considered signed and the Contractor will be considered to have undertaken to provide the Services.

2. Subject of the contract

2.1 The Contractor undertakes to render services on creation of a website (hereinafter referred to as "Site", "Works") in accordance with the requirements and to the extent specified in the Terms of Reference (hereinafter referred to as "ToR"), which is an integral part of the Contract.
2.2 The Customer undertakes to provide conditions and information necessary for the Contractor to fulfill its obligations, to accept and pay for the services rendered by the Contractor (work performed).

3. Terms of work performance (rendering of services)

3.1 The terms of work performance are specified in the ToR. If there is a full volume of materials to be placed on the Website, the Contractor shall start the work immediately from the moment the prepayment is credited to the Contractor's account.
3.2 In case of delayed prepayment, provision of information, payment for services of third parties, or other non-fulfillment by the Customer or its contractors of the Customer's obligations specified in the Contract and ToR, the Contractor has the right to unilaterally postpone all the terms of work performance (service provision) without any additional notice to the Customer. In this case the time of work performance shall be increased by the time of fulfillment of the Customer's obligations and the time necessary for the Contractor to resume the work, but not more than 10 working days.

4. Rights and obligations of the executor

4.1.Rights and obligations of the Contractor The Contractor undertakes to provide the service (perform works) qualitatively, according to the contract, annexes, technical assignment and additional agreements.
4.2 The Contractor has the right to engage third parties to fulfill the contract without the Customer's consent. The Contractor is responsible for the actions of third parties.
4.3 The Contractor together with the Customer determines and signs the TC.
4.4 The Contractor undertakes NOT to disclose any confidential information of the Customer, received during the cooperation under this Contract.
4.5 The Contractor has the right to increase the period of work fulfillment according to item 2 by the number of days of forced downtime in case of receiving corresponding instructions from the Customer.
4.6 The Contractor has the right not to start the work, and to suspend the started work in cases when the Customer's violation of his obligations under the Contract prevents the Contractor from fulfilling the Contract.
4.7 The Contractor has the right to refuse to fulfill the Contract in cases if the Customer, despite a timely and reasonable warning from the Contractor about the circumstances specified in clause 4.1. of the Contract, within a reasonable period of time will NOT replace unsuitable or low-quality materials and technical documentation, and will not change the instructions on the method of work performance or will not make second measures to eliminate the specified circumstances.
4.8 The Contractor shall hand over the results of the rendered services under the acceptance certificate.

5. Rights and obligations of the customer

5.1 Rights and obligations of the Customer The Customer is obliged to provide the Contractor with materials and information necessary for work execution according to the ToR before the beginning of work execution. The Customer undertakes to transfer the information necessary for rendering services (work performance) to the Contractor by e-mail, in files, the format of which is agreed in the ToR.
5.2 The Customer simultaneously with the Contract agrees and signs the ToR developed jointly with the Contractor.
5.3 The Customer undertakes to accept and pay for the Contractor's work in full and within the terms stipulated in the Contract, fulfill other obligations stipulated in the Contract and Technical Assignment.
5.4 The Customer undertakes not to disclose any confidential information of the Contractor, received during cooperation under the present 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 carried out as necessary and paid by the Customer separately. Additional works not specified in the ToR shall be agreed and formalized in writing as an appendix to the ToR and signed by both parties.

6. Cost of works, procedure and terms of settlements

6.1.The cost of works shall be determined on the basis of the TC drawn up and agreed by the Parties. Public offer 2/3
6.2 The Customer shall pay for each subsequent stage in the amounts and terms specified in the ToR.
6.3 The services are provided on the basis of 70% prepayment. The Contractor has the right not to start the work execution before the prepayment is received, unless otherwise specified in the ToR. All terms of work performance specified in the ToR are determined from the moment of prepayment receipt.
6.4 The Contractor has the right to suspend rendering of services to the Customer in case of violation by the Customer of the settlement procedure specified in this Agreement and the ToR.
6.5 In case of impossibility of work performance, which occurred due to the Customer's fault, the services shall be paid in the amount of expenses actually incurred by the Contractor.
6.6 In case the impossibility of performance has arisen due to circumstances for which neither party is responsible (force majeure), the Customer shall reimburse the Executor for the expenses actually incurred by him.
6.7 After receiving full payment under the Contract, the Contractor shall provide warranty service, if it is stipulated in the ToR.

7. Confidentiality

7.1 The Parties recognize any information concerning the conclusion and content of this Agreement, including any annexes and supplements thereto, as a commercial secret and undertake to strictly maintain the confidential nature of 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 the relevant state authorities in cases determined by law. The said provision shall not apply to publicly known or publicly available information.

8. Liability of the parties

8.1 The Parties shall be liable in accordance with the current legislation of Ukraine.
8.2 All disputable issues shall be resolved by negotiations of the parties, and in case the parties cannot agree, in the Commercial Court in accordance with the current legislation of Ukraine.
8.3 The property rights to the Site shall be transferred to the Customer after full payment for the work performed and after receiving from the Contractor the codes of data transfer via ftp protocol (login, password and host address).
8.4 The Customer is responsible for any materials on the Site: graphic, text, audio, video, other information, as well as compliance of these materials with licenses.
8.5. All issues related to the right to the Site are regulated by the legislation of Ukraine.

9. Term of validity of the offer

9.1 This public offer comes into effect from the moment of prepayment for the Services established by this offer.
9.2 The Contractor has the right to change the terms of this offer unilaterally. The date of entry into force of changes in this offer is the date of their publication on the Contractor's website.
9.3 The Contract may be terminated early by mutual agreement of the parties. In case the Contract is terminated before completion of the works stipulated by the CU, mutual settlements between the parties shall be determined by an additional agreement.
9.4 Unless otherwise provided by an additional annex to the Contract, after the Customer has made a prepayment and the Contractor has started to execute the Contract, but by the time of delivery of works, in the absence of any culpable actions of the Contractor, the Customer has the right to terminate the Contract by giving a written notice to the Contractor 7 (seven) calendar days prior to the date of termination of the Contract. The prepayment made in this case is not refundable.
9.5 Unless otherwise stipulated by an additional annex to the Contract, in case the Contract is terminated at the initiative of the Customer, and the amount of work performed by the Contractor by this moment exceeds the amount of prepayment made by the Customer, then on the basis of the current prices of the Contractor and the Act on the work performed before the termination of the Contract, the calculation of the Customer's debt to the Contractor is made, which is repaid within 3 working days from the moment of signing by the parties (acceptance) of this Act.

10. Acceptance-transfer of works

10.1.After completion of the work defined in the Contract, the Parties shall sign an acceptance certificate of work performed (services rendered). Transfer of the acts is carried out by Ukrposhta, or through the communication channels specified in clause 11.4.
10.2 The Customer within three working days after receiving the act signs the act and returns one copy to the Contractor by Ukrposhta. If the Customer within the specified time does not sign the act and does not make any claims to the Contractor on the fulfillment of the Contract, the act is considered to be accepted by the Customer and signed by the Contractor unilaterally.

11. Force majeure

11.1. The Parties shall be released from liability for partial or full non-fulfillment of their obligations under this Agreement, if the impossibility of their fulfillment was caused by force majeure circumstances, such as fire, floods, other natural disasters, wars, armed conflicts, mass civil unrest, epidemics, terrorist acts, acts of state and local authorities and any other events that make it impossible for the Parties to fulfill their obligations under this Agreement.
11.2 The Party affected by force majeure shall provide the other Party with a confirming document from the Chamber of Commerce and Industry of Ukraine within 7 days after the occurrence of such circumstances.
11.3 In case the force majeure lasts for more than 3 months, the Parties shall cancel the Contract and in this case neither of the Parties can make a claim to the other.

12. Other conditions

12.1 All amendments and additions to the present contract shall be agreed by the Parties by signing an additional agreement.
12.2 All peculiarities of work realization, essential for the Customer, shall be explicitly reflected in the ToR. If the Customer's requirements are not specified in the ToR, the form of their realization remains at the Contractor's discretion 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 in writing by the Parties in the form of an addendum to this Contract.
12.4 The Parties have the right to correspond and send the documentation by e-mail (to the addresses specified in the TS) via the Internet. Confirmation of receipt of information is the return reply of the other party on receipt of e-mail. All documents, letters, applications, etc. received by e-mail have the force of the original.
12.5 The Contractor has the right to place a link on the developed Website to its own or a similar website and to demonstrate the product to others for promotional purposes of its activities.
12.6. When starting work, the Contractor has the right to study and use the analogs of the developed product existing on the market.
12.7 The Contractor shall not perform the work in the presence of the Customer.
12.8. The Contractor negotiates and agrees on the development of the site only with the people who make the decisions specified in the ToR.
12.9 The Executor does not fulfill the Customer's ideas, in the realization of which he does not see a worthy embodiment.
12.10. Comments and wishes for the development should be specific and reasoned. General phrases are not arguments.
12.11. Violations in the terms of transferring information and materials to the Executor for introduction to the site (content) are unconditional grounds for introduction of content from the Internet.
12.12. One final version passes into the ownership of the Customer. Additional, conceptual or sketch versions are the property of the Contractor and may be purchased by the Customer.
12.13. If any provision of this Agreement is declared invalid or void by a court of law, the invalidity of that provision shall not invalidate the other provisions of this Agreement and all other provisions shall remain in force.