PUBLIC CONTRACT for the provision of consulting services
Edition of November 2024
EXTELA Software OÜ (a private limited company (known as "osaühing" or "OÜ")), a legal entity established and operating under the laws of Estonia, registered at Tallinn, Lasnamäe linnaosa, Katusepapi tn 6-502, 11412, registration code: 16921400, VAT number: EE102732179, represented by Director Nazar Moroz, acting on the basis of the Charter (hereinafter referred to as the "Contractor"), offers to individuals and legal entities (hereinafter referred to as the "Customer") (collectively referred to as the "Parties", individually as the "Party") to join this Public Contract for the provision of services (hereinafter referred to as the Contract/Public Offer) on the terms defined herein and in accordance with the selected list of services.
The conclusion of this Contract shall be considered conclusive actions defined in clause 1.1. of this Contract.
DEFINITIONS
1.1 Acceptance – the Customer’s full and unconditional agreement to enter into this Contract on the terms defined herein. Acceptance under this Contract may be:
the Customer filling out and submitting to the Contractor a written application for the provision of Services or the Contractor independently forming such an application based on the Customer's words;
the Customer forming a message describing the services in any form, which is sent to the messenger or email address specified in this Contract (or fixed on the Contractor's website);
filling out a form (questionnaire) on the Contractor's website or via a link provided by the Contractor in the communication methods defined by the Parties;
confirmation via electronic communication means (including email or messengers) of the terms and cost of the Contractor’s services;
directly receiving the service via messengers or other communication methods;
payment of funds to the Contractor’s bank account as prepayment or full payment for the Services;
performing other actions that indicate the Customer’s acceptance of the terms of the Public Offer, including transferring documents, providing information, giving consent (including confirming consent) for the Contractor to take actions in the interests of the Customer in accordance with the terms of the order (application) under this Contract.
1.2 Customer – an individual/legal entity possessing full legal capacity, using this website and/or its individual tools, who has agreed to the terms of the Public Offer and has fulfilled all the conditions described below.
1.3 Personal Data – information or a set of information about an individual or legal entity, which allows for identification or specific identification of the individual.
1.4 Website – a set of data, electronic information, interconnected and structured within the website address and/or the account of the owner of such a website, access to which is provided via an address on the Internet, which may consist of a domain name, directory records or calls, and/or a numerical address by Internet protocol.
1.5 Full Information – information requested by the Contractor, necessary and sufficient for concluding and fulfilling the terms of this Contract.
1.6 Reliable Information – information that corresponds to objective reality.
GENERAL PROVISIONS
2.1 This contract is a public offer and an adhesion contract as understood by Articles 633, 634, and 641 of the Civil Code of Ukraine, with terms established by the Contractor, which can be concluded only by the Customer adhering to the proposed Contract in its entirety and without reservations. The terms of this Contract are the same for all Customers regardless of their status. The Customer joins this Contract by one of the methods provided in clause 1.1. of this Contract.
2.2 A contract concluded with the Contractor through the Acceptance of the Public Offer (proposal) has legal force in accordance with Articles 640, 642 of the Civil Code of Ukraine and is equivalent to a contract signed by the Parties. It is considered that the Customer has read and agrees with the terms of this Public Offer (proposal), including but not limited to, the cost of Services, the procedure, and conditions for their provision. If the Customer does not agree with the terms of the Contract, they have no right to enter into this Contract, nor to use the Services under this Contract. This Contract is equivalent to the conclusion by the Parties of a bilateral written contract on the terms set out in this Contract.
2.3 The Contractor reserves the right to change or supplement the terms of the Contract provided by this Public Offer (proposal) at any time without prior or subsequent notice to the Customer. The Customer independently monitors changes to the terms of the Contract provided by this Public Offer (proposal) and familiarizes themselves with their current version. Continued use of the Contractor's Services by the Customer after changes or additions to the terms of the Contract provided by this Public Offer (proposal) means acceptance and consent of the Customer to such changes or additions.
2.4 By entering into this Contract, the Customer confirms that they are fully acquainted with and agree with all the terms proposed by the Contractor.
2.5 By entering into this Contract, the Customer consents to the processing of their personal data by the Contractor, necessary and sufficient for the provision of services, settlement of accounts, and receipt of acts and other documents. The consent to the processing of personal data is valid throughout the term of the Contract, as well as for an indefinite period after its termination.
2.6 The Parties guarantee that they have the necessary legal and capacity rights, as well as all rights and powers necessary and sufficient for the conclusion and execution of the Contract, and undertake to bear responsibility in case of violation of the terms of this Contract.
2.7 In the execution of the terms of this Contract, the resolution of disputes, and the exercise of other legal relations arising from the conclusion of this Contract, the Parties shall be guided by the current legislation of Ukraine. The applicable law includes:
validity of the contract;
interpretation of the contract;
rights and obligations of the parties;
performance of the contract;
consequences of non-performance or improper performance of the contract;
termination of the contract;
consequences of invalidity of the contract;
assignment of the right to claim and transfer of debt under the contract;
jurisdiction of disputes arising in connection with the implementation of the contract provisions.
SUBJECT OF THE CONTRACT
3.1 Under this Contract, the Contractor undertakes to provide consulting services related to activities in the field of information technology and business operations in this area, and the Customer undertakes to accept and pay for the provided services in the manner and under the conditions provided by this Contract.
3.2 The specific list of Services that the Customer wishes to receive is determined based on the order and agreed upon by the Parties during communication in the ways specified by this Contract.
PROCEDURE FOR CONCLUDING THE CONTRACT
4.1 By accepting the terms of the offer (Acceptance), the Customer certifies their full and unconditional agreement with all the provisions of this Contract, including prices, terms of service provision without any exceptions or limitations, and confirms that they have read the terms of the Public Offer before making the Acceptance.
4.2 To join this Contract, the Customer, using technical means, sends an application to the Contractor via messenger or email, or fills out a special questionnaire (form) posted on the Contractor's website, which signifies joining this Contract and accepting all its terms (application to join the Contract). In particular, but not exclusively, joining this Contract can be done by performing other conclusive actions defined in clause 1.1. of this Contract.
4.3 For the purpose of fulfilling the terms of this Contract, the Customer undertakes to provide the following information in the order and in subsequent information requests submitted by the Contractor:
full name (if the Customer is an individual – surname, first name, and patronymic (if available); if the Customer is a legal entity – full name, according to the data entered in the Unified State Register of Legal Entities, Individuals – Entrepreneurs, and Public Formations or any other similar register of the Customer's country of origin);
taxpayer registration card number (for individuals) or individual code (for legal entities) or any other similar number/code of the Customer's country of origin, allowing their identification as the relevant individual or legal entity.
registration address;
list of Services the Customer wishes to receive;
method of communication with the Contractor (via email or messenger), as well as data necessary for such communication (email address/phone number and/or nickname in the relevant messenger or social network).
4.4 The Customer is responsible for and guarantees the correctness, completeness, and reliability of the provided information.
4.5 The Contract is considered concluded from the moment the Customer sends an application to join the Contract or performs other actions defined in clause 1.1. of this Contract.
4.6 The Customer fully agrees that the Contractor, at its own discretion and at any time, has the right to unilaterally change the terms of the Public Offer. The changes take effect from the moment the new version of the Contract is posted on the Contractor's website. The Contractor undertakes to send a new version of the Contract to the Customer within 5 (five) calendar days from the moment the new version of the Contract is posted on their website via the communication method chosen by the Parties.
4.7 The Customer's failure to terminate the Contract within 7 (seven) calendar days from the posting of the new version of the Contract on the website and/or receipt of the relevant version, and continued use of the services, indicates the Customer's full agreement with the changes made to the Contract.
TERMS AND PROCEDURE FOR SERVICE PROVISION
5.1 The Contractor provides the Services using their own material and technical resources.
5.2 The Contractor may send the Customer requests specifying an exhaustive list of questions, answers to which the Customer is obliged to provide to detail the Services to be performed by the Contractor. The request can be submitted orally and recorded by the Contractor from the Customer's words or submitted in a communication manner previously agreed upon by the Parties.
5.3 The terms for providing the Services are established, taking into account the nature and volume of the Services the Customer wishes to receive, their complexity, and other conditions that may influence the time of performance.
5.4 Before and throughout the period of service provision, the Customer is obliged to provide the Contractor with the information determined by the Contractor and necessary for the provision of Services under this Contract. The Customer is not deprived of the right to provide other information if they believe it is necessary for fulfilling the terms of the Contract.
5.5 In case of failure to respond to the Contractor's request for information, the Contractor has the right to suspend the provision of services until the response is received. In such a case, the suspension of service provision periods will not be considered a delay in fulfilling the obligation, and the term specified by the Parties for the provision of Services under the application will be extended by the corresponding period during which the service provision was suspended.
RIGHTS AND OBLIGATIONS OF THE PARTIES
6.1 The Customer is obliged to:
6.1.1 Timely and fully pay for the Services provided by the Contractor in the manner and under the conditions provided by this Contract.
6.1.2 Timely, and no later than within 2 (two) business days from the receipt of the relevant request, provide the information requested by the Contractor, which is necessary for the proper fulfillment of the terms of this Contract.
6.1.3 Accept the Services provided in accordance with the terms of this Contract in full.
6.1.4 Notify the Contractor of any changes in contact details or other requisites provided by this Contract no later than 3 (three) calendar days from the date of such change.
6.2 The Customer has the right to:
6.2.1 Demand proper fulfillment of the Contract terms from the Contractor.
6.2.2 Require the Contractor to provide complete and reliable information about the state of service provision.
6.3 The Contractor is obliged to:
6.3.1 Ensure the provision of Services in full, in the manner, on the conditions, and within the terms established by this Contract.
6.3.2 Correct deficiencies identified by the Customer in the manner provided by this Contract.
6.3.3 Take all measures to preserve confidential information and information containing personal data of the Customer or third parties, and be responsible for their loss, damage, and/or destruction during the provision of Services due to the fault of the Contractor or their authorized persons.
6.3.4 Notify the Customer of any changes in contact details or other requisites provided by this Contract no later than 5 (five) calendar days from the date of such change.
6.4 The Contractor has the right to:
6.4.1 Receive from the Customer the materials and information they possess and which are necessary for the Contractor to properly fulfill their obligations under this Contract.
6.4.2 Timely and in the amount specified by this Contract, receive the Remuneration for the Services provided.
6.4.3 Independently and at their discretion, choose the place and time of service provision.
6.4.4 Engage subcontractors to provide the Services under this contract while remaining responsible to the Customer for any decisions, actions, or omissions of such persons.
PROCEDURE FOR ACCEPTANCE OF PROVIDED SERVICES
7.1 The Services are considered to be provided properly from the moment the Parties hold a joint conference (call) during which the consultation (service) was conducted in the manner specified by this Contract or as agreed upon by the Parties.
7.2 The Invoice issued by the Contractor serves as the basis for settlements for the provided Services.
7.3 The Invoice paid by the Customer serves as confirmation of the Customer's acceptance of the services in full and the absence of any claims by the Customer regarding the quality of the services provided by the Contractor.
PRICE AND PAYMENT PROCEDURE
8.1 Payments between the Parties under this Contract are made in non-cash form – by transferring the appropriate amount to the Contractor's current bank account.
8.2 The price of the Services under the Contract is established by mutual agreement of the Parties and is specified in the Invoice. The Customer is obliged to pay for the provided Services no later than 5 (five) calendar days from the date of receiving the Invoice unless otherwise specified in the Invoice itself.
8.3 Payments between the Parties are made in US dollars.
8.4 The Customer independently pays all commission expenses and other charges provided by the bank or payment system.
8.5 The Services are considered fully paid from the moment the full amount of funds is credited to the Contractor's current bank account.
8.6 In the event of termination of this Contract at the Customer's initiative, the Customer undertakes to pay for the services actually provided by the Contractor.
8.7 If the cooperation between the Parties continues after the provision of Services under this Contract, the cost of Services provided under this Contract will be included in the cost of services to be provided by the Contractor within the framework of further cooperation with the Customer. Continuation of cooperation is understood as the conclusion of a Service Contract in the field of information technology (MSA) between the Parties.
INTELLECTUAL PROPERTY RIGHTS TO THE PROVIDED SERVICES
9.1 All property rights existing at the time of the Contract’s conclusion and legally recognized in the country of origin of the Parties to the results of the Services provided under the Contract, as well as other intellectual property objects created by the Contractor under this Contract, including rights that will exist in the future and are provided for by the Berne Convention for the Protection of Literary and Artistic Works (Paris Act of July 24, 1971, as amended on October 2, 1979), the Universal Copyright Convention of 1952, as well as other international regulatory legal acts, are transferred to the Customer from the moment of acceptance and full payment for the Services provided.
9.2 In the event of early termination of this Contract, property rights to intellectual property objects created in the process of providing Services are transferred to the Customer from the moment of full payment for the services actually provided.
9.3 Given that non-property intellectual property rights (including the right to recognition of authorship) are non-transferable, the Parties also agree that both during the term of this Contract and for an unlimited period after its termination (regardless of the reasons for termination), the Contractor has the right to use the intellectual property objects created during the provision of Services under this Contract (including objects containing trademarks, logos, trade names of the Customer) in the following ways:
placing in a portfolio for further presentation to existing and/or potential clients/partners as their own authored works;
placing on the Contractor's website on the Internet;
carrying out other actions identified as "demonstration," using the name, logos, and trade names of the Customer in the list of their clients/partners.
9.4 The Contractor guarantees that the Services provided to the Customer do not infringe on intellectual property rights or other rights of third parties, do not disclose trade secrets, and in the event of such rights violations, undertakes to resolve all claims of such third parties at their own expense and/or using their own resources.
9.5 Each Party acknowledges that the transfer (notification, provision) of materials, information by the Customer to the Contractor under this Contract is solely for the provision of services under this Contract and should not be construed as granting any rights by license, ownership, or on any other basis concerning any such materials, information, unless expressly provided for by this Contract.
CONTACTS
10.1 The Parties undertake not to disclose to third parties any information that has become known to them in connection with the signing of this Contract and the fulfillment of obligations under it without the prior written consent of the other Party. The confidentiality obligations imposed on the Parties by this Contract are valid for 5 (five) years from the moment of concluding this Contract.
10.2 Confidential information means any information provided by one Party to the other Party of the Contract, documented (in paper, electronic, or oral form), including but not limited to: scientific, business, and commercial data, know-how, formulas, processes, developments, sketches, photographs, plans, drawings, technical requirements, sample reports, models, customer lists, price lists, research, obtained data, computer programs, inventions, ideas, logins and passwords, as well as any other information provided under this Contract; information contained in this Contract and information about the conclusion and existence of this Contract.
10.3 Information is not considered confidential, and the relevant Party has no obligations regarding the non-disclosure of such information if it meets at least one of the following conditions:
was already known before the conclusion of the Contract;
was legally obtained from a third party outside the context of this Contract;
was disclosed publicly by the Customer and/or the Contractor;
was disclosed upon a reasonable written request by a state authority whose authority to obtain such information is defined by the current legislation of Ukraine;
was allowed to be disclosed with the written consent of one of the Parties.
10.4 The Party that disclosed the information is obliged to provide the other Party with written explanations for each case of disclosure or dissemination of information with documentary confirmation of the legality of its actions within 10 (ten) calendar days from the date of receiving a written request from the disclosing Party.
LIABILITY FOR VIOLATION OF THE TERMS OF THIS CONTRACT
11.1 For failure to perform or improper performance of the terms of this Contract, the Parties are liable as provided by the current legislation of Ukraine.
11.2 The Customer is liable for late payment for the provided Services in the amount of 0.1% of the price specified in the Invoice for each day of delay.
11.3 The Customer is responsible for the correctness and accuracy of all data or materials provided by them. If such data or materials infringe any third party rights, the Customer independently bears responsibility to such parties.
11.4 In case of violation by the Customer of any terms provided by this Contract, the Contractor is not liable for the breach of obligations imposed on them by this Contract.
11.5 The Contractor is exempt from any liability for failure to perform or improper performance of the terms of this Contract if such failure or improper performance was caused by the non-provision or provision of incomplete and/or inaccurate information by the Customer.
11.6 The payment of penalties does not exempt the Parties from fulfilling the obligations under this Contract.
FORCE MAJEURE CIRCUMSTANCES
12.1 The Parties are not liable for failure to perform or improper performance of any obligation under this Contract if such failure or improper performance is exclusively caused by the occurrence and/or action of force majeure circumstances.
12.2 The Party for which force majeure circumstances have arisen is obliged to immediately, but no later than 3 (three) calendar days from the date of the occurrence of such circumstances, inform the other Party about the occurrence of such circumstances and their consequences in writing. The same conditions apply to informing about the cessation of force majeure circumstances and their consequences.
12.3 Failure to notify or untimely notification of the Party about the occurrence of force majeure circumstances results in the loss of the right to refer to such circumstances as grounds for exemption from liability.
12.4 In the event of force majeure circumstances, the Parties are not exempt from the obligation to fulfill their obligations under this Contract. Properly confirmed force majeure circumstances exempt the Parties exclusively from liability for failure to perform obligations under this Contract.
12.5 A proper proof confirming the action of force majeure circumstances regarding the Party is the relevant certificate of the authorized body.
12.6 If the period of force majeure circumstances lasts more than 30 (thirty) calendar days in a row, each of the Parties has the right to terminate this Contract in the prescribed manner.
DISPUTE RESOLUTION
13.1 All disputes arising from or related to this Contract shall be resolved through negotiations between the Parties and/or by sending claims.
13.2 Claims sent to a Party in connection with the breach of this Contract shall be reviewed by such Party no later than within 14 (fourteen) calendar days from the date of receipt.
13.3 If the respective dispute cannot be resolved through negotiations, it shall be resolved in court in accordance with the current legislation of Ukraine.
FINAL PROVISIONS
14.1 In cases where the legal relations between the Parties are not regulated by the provisions of this Contract, the Parties shall be guided by the provisions of the current legislation of Ukraine.
14.2 This Contract may be terminated at any time by mutual consent of the Parties.
14.3 The Contractor has the right to unilaterally terminate this Contract in the event of systematic (two or more times during the entire term of the Contract) violations of the terms of the Contract by the Customer, provided that written notice is given no later than 3 (three) calendar days before the actual termination.
14.4 The Contract is valid for 1 calendar year from the moment the Customer accepts its terms, but in any case, until the Parties have fully fulfilled their obligations.
CONTRACTOR DETAILS
EXTELA Software OÜ, a private limited company (known as "osaühing" or "OÜ"), a legal entity established and operating under the laws of Estonia, registered at Tallinn, Lasnamäe linnaosa, Katusepapi tn 6-502, 11412, registration code: 16921400, VAT number: EE102732179, represented by Director Nazar Moroz, acting on the basis of the Charter.
Contact details: phone number: +1 6508702017 , e-mail: hello@extela.co