1. General provisions
1.1. The information below is a public offer (an official offer by the individual entrepreneur "Kuchirov Maxim Konstantinovich" of the owner of the website maxi-cart.com (hereinafter referred to as the Contractor) to any legal entity or individual (hereinafter referred to as the Customer, and together the Parties) to sign an Agreement for the provision of services for the creation of a website ( hereinafter — 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 point of this public offer, or you do not understand any of the points of this public offer, we suggest that you refuse the offered services for creating a website (hereinafter referred to as the Services).
1.3. If you agree to the terms of this public offer, you can pay for the services, thereby confirming your order. In this case, it is considered that you become the Customer of the Services, fully and unconditionally agree with all the terms of the following public offer (offer), fully and unconditionally accept it. In this case, the Agreement will be considered signed and the Contractor has accepted the obligation to provide the Services.
2. Subject of the agreement
2.1. The Contractor undertakes to provide services for the creation of a website (hereinafter referred to as the “Site”, “Works”) in accordance with the requirements and scope specified in the Technical Specifications (hereinafter referred to as the “TS”), which is an integral part of the Agreement.
2.2. The Customer undertakes to provide the conditions and provide information necessary for the Contractor to fulfill its obligations, to accept and pay for the services provided by the Contractor (work performed).
3. Deadlines for completion of work (provision of services)
3.1. The deadlines for completing the work are indicated in the TS. If there is a full volume of materials to be posted on the Site, the Contractor begins to perform work from the moment the prepayment is credited to the Contractor's account.
3.2. In case of delay in making an advance payment, provision of information, payment for third party services, or other failure by the Customer or its counterparties to fulfill the Customer’s obligations specified in the Agreement and the TC, the Contractor has the right to unilaterally postpone all deadlines for the completion of work (rendering services) without any additional Customer notifications. The time frame for completing the work in this case increases by the time the Customer fulfills its obligations and the time required for the Contractor to restore the work, but not more than 10 working days.
4. Rights and obligations of the performer
4.1. The Contractor undertakes to provide quality services (perform work) in accordance with the contract, appendices, technical specifications and additional agreements.
4.2. The Contractor has the right to involve third parties in the execution of the Agreement without the consent of the Customer. The Contractor is responsible for the actions of third parties.
4.3. The Contractor, together with the Customer, determines and signs the vehicle.
4.4. The Contractor undertakes not to disclose any confidential information of the Customer obtained through cooperation under this Agreement.
4.5. The Contractor has the right to increase the period for completing the work under clause 2 by the number of days of forced downtime until receiving appropriate instructions from the Customer.
4.6. The Contractor has the right not to start work, but to suspend the work begun in cases where 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 Agreement in cases where the Customer, despite a timely and reasonable warning from the Contractor about the circumstances specified in clause 4.1. The Agreement will not, within a reasonable time, replace unsuitable or low-quality materials and technical documentation, will not change instructions on the method of performing the work, or will not take other measures to eliminate these circumstances.
4.8. The Contractor transfers the results of the services provided according to the acceptance certificate.
5. Rights and obligations of the customer
5.1. The Customer undertakes, before the start of work, to provide the Contractor with materials and provide the necessary information to perform work in accordance with the TC. The Customer undertakes to transfer the information necessary for the provision of services (performance of work) to the Contractor by e-mail, in files whose format is agreed upon in the TS.
5.2. The Customer, simultaneously with the Agreement, agrees and signs the vehicle 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 established in the Agreement, and to fulfill other obligations stipulated in the Agreement and Terms of Reference.
5.4. The Customer undertakes not to disclose any confidential information of the Contractor obtained through cooperation under this Agreement.
5.5. The Customer has no right to demand that the Contractor perform work not specified in the TC. Additional work is carried out as necessary and is paid for separately by the Customer. Carrying out additional work not specified in the TS is agreed upon and documented in writing as an annex to the TS and signed by both parties.
6. Cost of work, payment procedure and terms
6.1. The cost of work is determined on the basis of the TS drawn up and agreed upon by the Parties. Public offer 2/3
6.2. The customer makes payments for each subsequent stage in the amounts and terms specified in the terms of reference.
6.3. Services are provided on the basis of 70% prepayment. The Contractor has the right not to begin work until advance payment is received, unless otherwise specified in the terms of reference. All work completion deadlines specified in the TOR are determined from the moment of receipt of the advance payment.
6.4. The Contractor has the right to suspend the provision of services to the Customer if the Customer violates the payment procedure specified in this Agreement and the TC.
6.5. In case of impossibility of performing work due to the fault of the Customer, services are subject to payment in the amount of expenses actually incurred by the Contractor.
6.6. In the event that the impossibility of performance arose due to circumstances for which neither party is responsible (force majeure), the Customer shall reimburse the Contractor for the actual expenses incurred.
6.7. After receiving full payment under the Agreement, the Contractor provides warranty service, if provided for in the terms of reference.
7. Privacy
7.1. The parties recognize any information relating to the conclusion and content of this Agreement, including any appendices and additions to it, as a trade secret and undertake to strictly maintain the confidential nature of such information, not disclosing it to third parties without the prior written consent of the other party, except in cases where this is necessary for the purposes of the Agreement or for disclosure to the relevant government authorities in cases specified by law. This provision does not apply to generally known or publicly available information.
8. Responsibility of the parties
8.1. The parties bear responsibility in accordance with the current legislation of Ukraine.
8.2. All controversial issues are resolved through negotiations between the parties, and if the parties cannot agree, in the Economic Court in accordance with the current legislation of Ukraine.
8.3. Property rights to the Site are transferred to the Customer after full payment for the work performed and after receiving data transfer codes via the ftp protocol (login, password and host address) from the Contractor.
8.4. The Customer is responsible for any materials on the Site: graphic, text, audio, video, other information, as well as the compliance of these materials with licenses.
8.5. All issues relating to the right to the Site are governed by the legislation of Ukraine.
9. Validity period of the offer
9.1. This public offer comes into force from the moment of making an advance payment for the Services established by this offer.
9.2. The Contractor has the right to change the terms of this offer unilaterally. The effective date of changes to 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 the event that the Agreement is terminated before the completion of the work provided for by the TC, mutual settlements between the parties are determined by an additional agreement.
9.4. Unless otherwise provided by an additional annex to the Contract, after the Customer has made an advance payment and the Contractor has begun to perform the Contract, but by the time the work is delivered, in the absence of any guilty actions of the Contractor, the Customer has the right to terminate the contract by notifying the Contractor in writing. 7 (seven) calendar days before the date of termination of the Agreement. In this case, prepayment is not refundable.
9.5. Unless otherwise specified in the additional annex to the Agreement, if the Agreement is terminated at the initiative of the Customer, and the volume of work performed by the Contractor at that time exceeds the amount of the advance payment made by the Customer, then based on the current prices of the Contractor and the Certificate of work performed before the termination of the Agreement , a calculation is made of the Customer's debt to the Contractor, which is repaid within 3 working days from the date of signing (acceptance) of this Act by the parties.
10. Reception and transfer of work
10.1.After completion of the work specified in the Customs Union, the Parties sign an acceptance certificate for the work performed (services provided). The transfer of 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 does not sign the act within the specified time and does not make any claims to the Contractor for the execution of the Agreement, then the act is considered accepted by the Customer and is signed by the Contractor unilaterally.
11. Force majeure
11.1. The parties are released from liability for partial or complete failure to fulfill their obligations under this agreement if the impossibility of fulfilling them was a consequence of force majeure circumstances, such as fire, floods, other natural disasters, wars, armed conflicts, mass civil unrest, epidemics, terrorist attacks, state authorities and local governments and any other events that make it impossible for the Parties to fulfill their obligations under this Agreement.
11.2. The Party subject to force majeure must provide the other Party with a supporting document from the Ukrainian Chamber of Commerce and Industry within 7 days from the occurrence of such circumstances.
11.3. If force majeure lasts more than 3 months, the Parties cancel the contract and in this case neither Party can make a claim to the other.
12. Other conditions
12.1. All changes and additions to this agreement are agreed upon by the Parties by signing an additional agreement.
12.2. All features of the implementation of work that are significant for the Customer must be explicitly reflected in the terms of reference. If the Customer's requirements are not specified in the TS, then the form of their implementation remains at the discretion of the Contractor and cannot be a reason for refusing to accept the work performed.
12.3. Any agreement between the Parties that goes beyond the scope of this Agreement must be confirmed in writing by the Parties in the form of an addendum to this Agreement.
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 return response from the other party confirming receipt of the email. All documents, letters, applications, etc. received by email are original.
12.5. The Contractor has the right to place a link on the developed Site to his or a site similar in content and demonstrate the product to other persons for advertising purposes of his activities.
12.6. When starting work, the Contractor has the right to study and use analogues of the product being developed that exist on the market.
12.7. The Contractor does not perform work in the presence of the Customer.
12.8. The Contractor negotiates and agrees on the development of the site only with people who make decisions specified in the terms of reference.
12.9. The Contractor does not implement the Customer’s ideas, the implementation of which he does not see as worthy of implementation.
12.10. Comments and suggestions for development must be specific and reasoned. General phrases are not arguments.
12.11. Violations in the terms of transfer of information and materials for inclusion on the site (content) to the Contractor are an absolute basis for entering content from the Internet.
12.12. One final version becomes the property of the Customer. Additional, conceptual or draft options are the property of the Contractor and can be purchased by the Customer.
12.13. If any provision of this Agreement is recognized by a court as invalid or no longer in force, then the invalidity of this provision does not entail the invalidation of other provisions of this Agreement and all other provisions remain in force.