Public offer (adhesion) Agreement for rendering marketing services
An individual entrepreneur O.A. Savytskyi, code in the Unified State Register of enterprises and organizations of Ukraine 2574105050, represented by Oleh Artemovych Savytskyi, acting under the Certificate (hereinafter referred to as the “Contractor”), following the Articles 634, 641, 644 of the Civil Code of Ukraine makes public offering (hereinafter referred to as the “Public Offer”) to the Contractor’s customers (hereinafter referred to as the “Customer”), willing to obtain marketing, advertising, consulting or other services, conclude the Service Agreement (hereinafter referred to as the “Agreement”).
The acceptance of the Public Offer is carried out by the Customer in accordance with the procedure established by this Agreement. After the acceptance of this Public offer by the Customer, the Agreement is considered to be concluded.
The Contractor and the Customer of the Agreement are hereinafter collectively referred to as the “Parties” and individually as the “Party.”
1. THE TERMS USED IN THIS AGREEMENT
1.1 The Customer – a private individual or a legal entity, ordering or intending to order marketing, advertising, consulting or other services from the Contractor.
1.2 Marketing, advertising, consulting or other services
hereinafter referred to as the “Marketing services”- consulting in order to boost interest in Goods or services, delivered by the Customer by arrangement and optimization of advertising campaigns, creation of advertisement, graphic design, diagnostics of existing or development of new-websites or separate web-pages, writing and publishing of articles, customization of web analytics, the Customer’s business processes optimization analysis and consulting, setting up the automated e-mails sending, consulting on business activities administration and marketing and CRM systems implementation, SEO services (web-site optimization according to the requirements of the search systems), teaching Digital Marketing and Internet business running etc. The specific types and scope of Marketing Services are defined by order of the Customer (in the application or otherwise, including by e-mail) and agreed by the Parties either orally or in the written form.
1.3 The Public Offer – The offer of the Contractor (set forth on the Contractor’s Website(s)), addressed to an indefinite range of private individuals and legal entities to conclude this Agreement under the specified terms and conditions.
1.4 The Contractor’s website – a web-page located at the following address https://www.digital-r-evolution.com/, which is the main source for the distributing of the information to the Customers.
1.5 An acceptance – full, unconditional and unrestricted acceptance of the terms and conditions of the Public Offer and this Agreement by the Customer. The acceptance is made in one of the following ways:
1.5.1 by filling, signing and transfer from the Customer to the Contractor an application for rendering the Marketing services. The application for rendering services is a document, signed by the Contractor and the Customer including the prices for Marketing services, their content, legal details of the Customer and other information necessary for rendering the Marketing services;
1.5.2 confirmation of the terms and cost of services rendered by the Contractor by electronic means of communication (including by e-mail);
1.5.3 payment of the monetary funds to the bank account of the Contractor as a prepayment for the Marketing services;
1.5.4 performance of other activities certifying the acceptance of the terms and conditions of the Public offer by the Customers, including filing of documents, communication of information, giving consent (including the confirmation of consent) to the performance of activities by the Contractor for the benefits of the Customer for the fulfilment of conditions of the Customer’s order.
1.6 The Certificate of rendered services – the document containing a list and a scope of services, rendered by the Contractor to the Customer during the performance of this Agreement. The Certificates of rendered services may be executed in a simple written form, in the form of correspondence, as well as through electronic communication (in particular, by means of vchasno.com.ua) The Certificates are considered to be accepted by the Customer if within three business days the Contractor does not receive any written objections in their respects.
2. SUBJECT OF THE AGREEMENT
2.1 This Agreement is an adhesion agreement, which is considered to be concluded between the Contractor, on the one hand, and the Customer, on the other hand, from the moment of acceptance of all the conditions and provisions (without any exception) of this Agreement and its Annexes.
2.2 Under this Agreement the Contractor shall render the Customer the Marketing services and the Customer shall accept the above-mentioned services and pay for them in accordance with the procedure and under the conditions stipulated by this Agreement and the Ukrainian legislation.
2.3 Under this Agreement the services are rendered according to the applicable legislation of Ukraine and upon mutual agreement of the Parties. If needed, the Contractor may at his own discretion involve other individuals to the rendering of Marketing services under the terms and conditions of cooperation.
2.4 The location of the Contractor is considered to be a place for rendering the services (the city of Kyiv, Ukraine).
3. PAYMENT FOR THE SERVICES
3.1. The Marketing services and payment procedure for the Marketing services under this Agreement are defined in the invoice issued by the Contractor or in the Certificate of rendered services or the Application for rendering services or on the basis of verbal arrangement regarding the cost of the Marketing services or the same agreement sent by electronic means of communication (e.g. by e-mail, Skype, SMS, etc.)
3.2 The Customer pays for the Marketing services in non-cash form by means of money transfer to the bank account of the Contractor.
3.3 The cost of services is not subject to taxation (VAT) because of the use of the simplified taxation system by the Contractor.
4. RIGHTS AND RESPONSIBILITIES OF THE PARTIES
4.1 The Contractor shall:
4.1.1. deliver the Marketing services stipulated by this Agreement in time, in a good manner and in full.
4.1.2 provide the Customer with the information and submit the documents related to this Agreement, the result, and process of rendering the Marketing services by telephone, mail and electronic means of communication.
4.1.3 inform the Customer about any circumstances that prevent from or may prevent from high-quality, timely or full delivery of the Marketing services according to the terms and conditions of this Agreement.
4.1.4 inform the Customer upon his request about the process of rendering the services under the Agreement orally or by electronic means of communication or in any other form agreed by the Parties.
4.2 The Contractor has the right to:
4.2.1 refuse from rendering the Marketing Services in case of improper fulfillment of the obligations by the Customer under the Agreement. In particular, (without exception) on the unilateral basis the Contractor may refuse from further delivery of services without refunding the advance payments for the Marketing services in the following cases:
a) untimely and(or) incomplete payment for the Marketing services
b) delivery of unreliable information by the Customer
c) submission of the forged documents to the Contractor by the Customer
d) distribution of the negative information about the Contractor which harms his business reputation;
e) untimely and(or) incomplete submission of documents or delivery of information which is necessary for rendering of the Marketing services.
4.2.2 Involve the third parties to the fulfillment of the obligations of the Contractor under this Agreement.
4.2.3 Publish the information about the Customers in the course of the procedure and with the purpose to render the Marketing services.
4.2.4 Require full and timely payment for the Marketing services.
4.2.5. Create the intellectual property assets in the course of fulfillment of the obligations under the Agreement. All the intellectual property and non-property rights to any assets created by the Contactor belong exclusively to the Contractor. This Agreement does not provide the delivery of any intellectual property rights of the Contractor to the Customer. The Contractor does not grant the Customer any licenses or permits related to the intellectual property of the Contractor. The Customer does not acquire and may not register any intellectual property rights to any objects, created by the Contractor if it has not been stipulated by the separate agreement concluded between the Parties.
4.3 The Customer shall:
4.3.1 accept the delivered Marketing services;
4.3.2 sign the Certificate of rendered services (which includes signing by electronic means of communication);
4.3.3 pay for the Marketing Services according to Section 3 of this Agreement.
4.3.4 fulfill other legal requirements of the Contractor, which are necessary for the proper execution of this Agreement.
4.4 The Customer has the right to:
4.4.1 Be rendered the Marketing services in time, in a good manner and in full in accordance with the terms and conditions of this Agreement.
4.4.2 Receive the necessary and adequate information from the Contractor about the scope of the Marketing services that are rendered as well as the information about the progress of rendering the Marketing services.
4.4.3 Receive additional information and additional materials about the services being rendered by the Contractor.
5. LIABILITY OF THE PARTIES
5.1 The Parties assume responsibility in accordance with the applicable legislation of Ukraine in a case of nonfulfillment or improper fulfillment of their obligations under the Agreement.
5.2 The Contractor does not assume any responsibility before the Customer for nonfulfillment of the obligations under this Agreement if it occurred through a fault of the Customer (failure to submit the necessary documents etc.) The Contractor does not assume any responsibility for the activities of the public authorities, local government, the third parties.
5.3 In a case of failure by the Customer to perform the duties related to the payment for the services, as well as the deadline for payment and the amount of payment set forth in Section 3 of this Agreement he pays a fine to the benefit of the Contractor amounting at 0,1% of the overdue amount for each day in arrears.
5.4 Under no circumstances the liability of the Contractor under this Agreement may not exceed the cost of the Marketing services, undelivered or poorly delivered to the Customer.
5.5 The Contractor does not assume any responsibility for:
– the activities of the third parties;
– the cases, when the Customer did not receive the expected result from the duly rendered Services;
-the content and the information on the resources referred to by the websites of the Parties.
– other cases and violations, which occurred through no fault of the Contractor.
6. FORCE-MAJEURE CIRCUMSTANCES
6.1 The Parties are released from responsibility in case of nonfulfillment or improper fulfillment of the terms and conditions of this Agreement in a case of force –majeure circumstances during the operating time of such circumstances.
6.2 In the view of the Parties the force-majeure circumstances include: fire, the acts of God (flood, landslide etc.), wars, military operations of any nature, blockades, ban on exports or imports, strikes, epidemics, decisions and activities of the public authorities, authoritative interference and other circumstances independent of the Parties, which prevent from the execution of this Agreement.
6.3 The fact of the beginning and cessation of all the force-majeure circumstances is certified by the corresponding documents, which in accordance with the applicable legislation of Ukraine confirm such circumstances. The Party that falls within the scope of force-majeure circumstances must immediately inform the other Party about this. From the moment of receipt of such notification by another Party, the time for the fulfillment of the obligations under this Agreement is prolonged for the duration of the corresponding circumstances.
6.4 The Party that refers to the force-majeure circumstances as the reason for nonfulfillment or improper fulfillment of the obligations is released from responsibility only if such force-majeure circumstances arose after the concluding of this Agreement, they resulted from the events independent of the will of this Party and the Party took all the necessary measures to avoid negative consequences of such circumstances.
7. SETTLEMENT OF DISPUTES
7.1 This Agreement is governed by the applicable legislation of Ukraine.
7.2 All the discrepancies and disputes arising between the Parties in relation to the execution of this Agreement are settled by means of negotiations.
7.3 This Agreement may be challenged at the court of competent jurisdiction which is defined according to the requirements of the procedural law of Ukraine.
8. PERSONAL DATA
8.1 By accepting this Agreement the Customer gives his consent to the collection, processing and transfer of his personal data (in particular receipt, entering into the database, delivery to the third parties, supplement or other modifications, destruction and other activities which may be performed by the Contractor with his personal data in the written (hardcopy), electronic and other forms with the purpose to provide the realization of the civil law and economic law relations, making of settlements with the Customer, accounting and taxation management as well as other goals which do not contradict the legislation in force.
8.2 By this acceptance the Customer confirms his consent to the processing of his personal data and their transfer to the third parties if needed exclusively for the performance of the Marketing services under this Agreement.
8.3 In accordance with the legal requirements of Ukraine in the sphere of protection of personal data the Parties shall assure the due protection of personal data against illegal processing as well as against illegal access to them and take all the necessary measures to prevent the disclosing of personal data by the employees or/and other authorized representatives of the Parties, such personal data were entrusted to or they became aware of in relation to the fulfillment of the obligations under this Agreement.
9. DURATION OF THE AGREEMENT
9.1 This Agreement comes into effect after it is concluded between the Parties and remains in force until the complete fulfillment of the obligations by the Parties under the Agreement.
9.2 The obligations under the Agreement on the part of the Customer are considered to be fulfilled after making the first payment for the services rendered by the Contractor.
9.3 The Parties have the right to early terminate this Agreement by mutual agreement of the Parties under the condition there is concluded the additional agreement.
10.1 The Parties assume responsibility for the correctness of the legal details mentioned in this Agreement and shall timely notify the other Party in writing of their change. In case of failure to notify, they bear the liability risk related to such negative consequences.
10.2 All the amendments and supplements to this Agreement are valid if they have been published by the Contractor at the following web-site: https://www.digital-r-evolution.com/public-offer-uk/. The correspondence between the Parties, including by e-mail, the request for adhesion, the Certificate of rendered services (signed by both Parties including by correspondence and e-mail) have the same legal effect as the written documents (which are considered to the Annexes to this Agreement).
10.3 If the Customer refuses to sign the Certificate of rendered services, however, all the services were rendered by the Contractor then the Customer has right to send written requirements to reconcile the defects related to the quality of the rendered services within 3 (three) business days from the moment of notification of the completion of rendering the services. If such requirements were not filed or such defects were reconciled (disproved) then the Certificate of rendered services is considered to be signed.
10.4 The Customer confirms that he has read and understood all the terms and conditions of this Agreement before concluding (adhesion) this Agreement and that he concluded it without any constraint.
10.5 After the adhesion to the terms and conditions of this Agreement all the preliminary negotiations and correspondence of the Parties which this or that way refer to this Agreement are null and void, however, may be taken into consideration when interpreting the conditions of this Agreement.
10.6 All the legal relations arising in relation to the execution of this Agreement that has not been adjusted by it are regulated according to the provisions of the applicable legislation of Ukraine.
10.7 This Agreement (even if the Customer accepted the Agreement according to its terms and conditions) shall not apply to the cases where there was concluded a separate bilateral written agreement between the Contractor and the Customer and payment by the Customer for the services rendered by the Contractor according to the separate written agreement which was concluded with him.
10.8 The Parties confirm that if any conditions of this Agreement becomes or is held invalid because it is not in conformity with the law, then such condition will not result in holding any other provision of this Agreement or this Agreement in the whole invalid. In such case the Parties should take all the required measures as soon as possible to the extent necessary in order to replace the invalid provision to make it valid after it is changed and by its definition preserve the initial intentions of the Parties to the maximum.
10.9 This Agreement remains in force during six calendar months from the moment it is concluded and is automatically prolonged to the indefinite period if the Parties did not agree to dissolve it in the written form.
10.10 This Agreement was concluded in electronic form which is equally valid and binding as the hardcopy affixed with the seal and signatures of the Parties.
10.11 This Agreement and all the related documents have been drafted in Ukrainian. Any translation of this Agreement or the translation of any its versions into other languages, except for Ukrainian must only be used for the convenience in operation. In case of any discrepancies between the Ukrainian variant and the variant in any other language, the Ukrainian variant of the Agreement will prevail.
10.12 The correspondence of the Parties in any format (including but not only the correspondence by e-mail, social networks, with the use of Messenger or Zoho (zoho.com)) remains legally valid after the concluding of this Agreement and may be taken into account for its interpretation.
10.13 This Agreement is available on the website. For the last time it was updated on June 25, 2019.
11. CONTRACTOR’S DETAILS
11.1 Company name: SPD FO Savytskyi Oleh Artemovych.
11.2. Company address: 04050 Kyiv, 103 Sichovyh Striltsiv street apt. 25.
11.3. Bank accounts:
UA203052990000026009026207289 (Ukrainian Hryvnia)
UA263052990000026006046217025 (US Dollars)
UA253052990000026003026207694 (Russian rubles)
JSC CB “PRIVATBANK”, 1D HRUSHEVSKOHO STR., KYIV, 01001, UKRAINE
11.4. Code USREOU: 2574105050.
11.5 Certificate of the payer of the Single Tax: A Series № 249513 dated 04/01/2012.
11.6 Phone: +380443792821.
11.7 E-mail address: email@example.com.