This public agreement (hereinafter referred to as the «Agreement») determines the procedure for the provision of services for the development of software and/or provision of access to software and/or services of LLC «SQILSoft» (hereinafter referred to as the «services»), mutual rights and obligations, the procedure for relationships and other conditions between the limited liability company «SQILSoft», hereinafter referred to as the «Contractor», represented by director M.S. Yakavenka, acting on the basis of the Charter, on the one hand, and a citizen (legal entity, individual entrepreneur), hereinafter referred to as «Customer”, who accepted the public offer of the Contractor to conclude this Agreement, on the other hand, and hereinafter collectively referred to as the “Parties”.
- THE SUBJECT OF THE AGREEMENT
1.1. In accordance with this Agreement, the Contractor undertakes, in accordance with the request and the initial data provided by the Customer, to provide the Customer with services for developing software and/or providing access to its services, and deliver the result to the Customer, and the Customer undertakes to accept the result of the services rendered and pay for them. The provision of services by the Contractor under this Agreement is carried out based on an individual request of the Customer, in accordance with the needs of the Customer.
1.2. The dates for the start and completion of the provision of services are indicated in the account, which is considered valid with a facsimile copy of the seal and signature, which the Contractor issues to the Customer.
1.3. Additional services not directly specified in the account are subject to provision based on additionally issued accounts for payment. The account is considered valid with a facsimile copy of the seal and signature.
- PROCEDURE FOR CONCLUDING THE AGREEMENT
2.1. This Agreement is a public agreement (Article 396 of the Civil Code of the Republic of Belarus), according to which the Contractor undertakes to provide services to each of the Customers who contact the Contractor.
2.2. The Agreement is posted on the official website of the Contractor in the form of a link, by clicking on which it is possible to familiarize yourself with this Agreement, or is provided to the Customer in the form of a link for review through online messengers or in other ways and is a public offer of the Contractor to conclude this Agreement, addressed to an indefinite circle of persons (clause 2, article 407 of the Civil Code of the Republic of Belarus).
2.3. The conclusion of this Agreement is made by joining the Customer to this Agreement, that is, through the acceptance by the Customer of the terms of this Agreement as a whole, without any conditions, exceptions and reservations (Article 398 of the Civil Code of the Republic of Belarus). The contract is considered valid with a facsimile copy of the seal and signature.
2.4. In accordance with Art. 408 of the Civil Code of the Republic of Belarus, unconditional acceptance of the terms of this Agreement (public offer) by the Customer is considered payment of the account sent by the Contractor to the Customer via e-mail and/or messenger. The account is considered valid with a facsimile copy of the seal and signature.
2.5. Acceptance by the Customer of this Agreement means that he fully agrees with all the provisions of this Agreement.
2.6. This Agreement, subject to the procedure for its acceptance, is considered concluded in a simple written form (clause 2, clause 3 of article 404 and clause 3 of article 408 of the Civil Code of the Republic of Belarus). The Agreement is considered valid with a facsimile copy of the seal and signature.
- PROCEDURE AND TERMS OF PROVISION OF SERVICES
3.1. The Contractor starts rendering services on the next working day after the Customer performs the following actions:
a) providing in full the information requested by the Contractor and/or requesting access to the software and/or services of the Contractor.
b) making 100% advance payment of the issued account, in accordance with clause 4. The account is considered valid with a facsimile copy of the seal and signature.
3.2. The term for the provision of services is fixed in the account, which the Contractor issues to the Customer after analyzing the initial information and/or requesting access to the Contractor’s services provided by the Customer. The Contractor has the right, at its discretion, to provide services ahead of schedule. By agreement of the Parties, the term for the provision of services may be extended. The account is considered valid with a facsimile copy of the seal and signature.
3.3. The term specified in the account may be extended by the Contractor unilaterally if:
a) untimely provision / failure to provide the Contractor with the initial data and documents necessary for the Contractor to provide services under this Agreement.
b) non-payment of the advance payment specified in the account — for the period of delay in payment.
c) increase in the volume of services — for a period additionally agreed by the Parties, taking into account the new volume of services.
3.4. Meetings and telephone conversations, communication in the Contractor’s messengers with the Customer is carried out during working hours (from 8.30 to 17.30 UTC + 3). If it is necessary to hold meetings at another time, the Parties will agree on it, taking into account the possibilities of the Parties.
3.5. After receiving confirmation from the Customer of the actions specified in clause 3.1, the Contractor sends the Customer an unilateral act of rendered services upon their provision. The Act is considered valid with a facsimile copy of the seal and signature.
- COST AND PAYMENT PROCEDURE
4.1. The price of the services that are the subject of this Agreement is indicated in the account issued by the Contractor. The account is considered valid with a facsimile copy of the seal and signature.
4.2. The account is issued by the Contractor individually based on the initial request received from the Customer. The account is considered valid with a facsimile copy of the seal and signature.
4.3. Currency of the agreement, account and payment under this Agreement — any convenient for the Parties.
4.4. The amount indicated in the account for payment is the contractual price for the entire period of the provision of services, and can be revised only if the scope of services changes for reasons beyond the Contractor’s control.
4.5. Payment for services is carried out in a non-cash form through the Contractor’s website https://www.sqilsoft.com/ (hereinafter referred to as the «Site»). In order to receive a link for transferring funds, the Customer must fill out the contact form posted on the Site. The date of payment is the date of actual receipt of funds to the account of the Contractor.
4.6. The sums of money paid by the Customer as payment for works under this Agreement are not subject to return to the Customer.
- RIGHTS AND OBLIGATIONS OF THE PARTIES
5.1. The Customer is obliged:
a) transfer to the Contractor before the start of the provision of services the initial information by filling out the contact form and additional information necessary for the performance of the service, if requested by the Contractor.
b) pay for the services on the terms and conditions stipulated by this Agreement.
c) not to copy/replicate/decompile the objects and/or parts thereof provided to the Customer by the Contractor for use and/or access during the provision of services at all requests of the Customer to the Contractor, according to this account.
5.2 The Customer has the right:
a) express their comments and suggestions during the provision of services in writing, by sending messages, letters via instant messengers or e-mail.
b) require the Contractor to ensure the confidentiality of information received from the Customer.
5.3. The Contractor is obliged:
a) provide the services that are the subject of this Agreement, in accordance with the original request and this Agreement, on/for the period specified in the account. The account is considered valid with a facsimile copy of the seal and signature.
b) warn the Customer in the event of circumstances that slow down the provision of services or make further provision of services impossible via e-mail and/or messenger.
c) transfer the result of the rendered services to the Customer in accordance with the procedure established in the Agreement.
d) not to disclose to third parties the information obtained in the course of the provision of services under this Agreement.
e) eliminate the shortcomings of the services provided in the event of receipt from the Customer of a reasoned written claim regarding the quality of the services provided or their non-compliance with the terms of this Agreement within the agreed time frame.
5.4. The Contractor has the right:
a) receive timely payment under this Agreement, as well as suspend the provision of services until the full repayment of the debt by the Customer.
b) request and receive additional information necessary for the proper provision of services.
c) engage third parties to fulfill their obligations under this Agreement.
d) terminate the provision of services ahead of schedule with the consent of the Customer, provided that they are provided in a high-quality and in full.
- PROCEDURE FOR DELIVERY AND ACCEPTANCE OF RENDERED SERVICES
6.1. Based on the results of the provision of services, the Contractor draws up the act of rendered services. Based on paragraph 6 of article 10 of the Law of the Republic of Belarus dated July 12, 2013 N 57-Z “On accounting and reporting” and paragraph 1 of the resolution of the Ministry of Finance of the Republic of Belarus dated February 12, 2018 No. 13 “On the sole preparation of primary accounting documents” the Contractor draws up and signs the act of rendered services solely. The act is considered valid with a facsimile copy of the seal and signature.
6.2. The Contractor sends the Act to the Customer by e-mail. The Act is considered accepted if the Customer does not submit objections within 3 calendar days from the date of sending the Act. The absence of motivated objections of the Customer in writing against the acceptance of the services provided by the Contractor, reflected in the Act, within 3 calendar days from the date of sending the Act, is a confirmation of the acceptance by the Customer of the services rendered in full, without claims to their quality. The Act is considered valid with a facsimile copy of the seal and signature.
6.3. If the Customer has any claims regarding the quality of the services provided, he is obliged to immediately declare this, indicating the defects, by sending a substantiated claim to the Contractor’s e-mail, indicating the shortcomings, within the period provided for in clause 6.2. actual agreement.
7.1. All property and non-property rights to all objects of copyright used and/or created and/or received by the Customer as a result of the provision of services to him under this Agreement are the property of the Contractor.
7.2. When transferring the results of the services rendered to the Customer, the Contractor transfers to the Customer only the rights to temporary use of the results of the services rendered for the periods specified in the payment certificate.
- RESPONSIBILITY OF THE PARTIES
8.1. The Parties are responsible for non-fulfillment or improper fulfillment of their obligations under this Agreement in accordance with the current legislation of the Republic of Belarus.
8.2. The Contractor shall not be liable for any damage directly or indirectly incurred by the Customer because of using the services and/or services of the Contractor.
8.3. The Contractor independently determines the methods of rendering services.
8.4. The Contractor is not responsible for the improper operation of the mail services used by the Customer or the resources on the Internet used by him and/or the Customer, instant messengers in terms of untimely receipt of calls, messages, letters or the inability to deliver them.
8.5. The Contractor shall not be liable for violation of the terms for the provision of services, if the Customer did not submit the full package of necessary documents within the established time limits, and did not provide the information requested from him, which is essential for the proper provision of services.
8.6. In case of impossibility to execute this Agreement due to the fault of the Customer (without canceling the Agreement, the Customer performs actions or is inactive, which excludes the possibility for the Contractor to properly provide services), payment in full is not refundable.
8.7. The Parties establish a mandatory preliminary claim procedure for resolving disputes. Submitting a complaint in writing is mandatory. The term for consideration of the claim is 15 calendar days from the date of receipt.
8.8. All disputes under the Agreement that are not settled in the complaint procedure, the Parties shall submit for resolution to the court at the location of the Contractor.
- FORCE MAJOR
9.1. The Parties are released from liability in case of failure to fulfill their obligations under circumstances that they could neither foresee nor prevent, such as, but not limited to: natural disasters (fires, floods, lightning strikes, earthquakes, etc.), significantly adverse weather conditions (air temperature, atmospheric pressure, humidity, wind speed), social conflicts (strikes, wars, etc.), as well as the publication of legislative acts that significantly complicate, restrict or prohibit the provision of services provided for in this Agreement.
9.2. If any of the above circumstances directly led to the failure to fulfill obligations within the period established by this Agreement, then this period is proportionally postponed by the approximate agreed time of the existence of force majeure circumstances.
9.3. The Party for which it became impossible to fulfill the obligation under this Agreement due to the occurrence of force majeure circumstances is obliged, within three working days from the moment of their occurrence or termination, to notify the other Party in writing by sending a facsimile, mail or other possible message. The Party that failed to notify in due time of the impossibility of fulfilling its obligations due to the occurrence of force majeure circumstances is deprived of the opportunity to refer to such circumstances and bears responsibility for non-fulfillment or improper fulfillment of its obligations under this Agreement.
9.4. After the termination of the existence of force majeure circumstances, the Agreement shall continue under the same conditions, unless, because of force majeure circumstances, the essential conditions for the Parties to carry out activities under the Agreement have changed or the Parties have not changed the terms of the Agreement.
- FINAL PROVISIONS
10.1. In all other respects that are not provided for by this Agreement, the Parties are guided by the current legislation of the Republic of Belarus.
10.2. The Contractor has the right to unilaterally refuse to execute this Agreement, without any further obligations to the Customer, by notifying him by e-mail 30 (thirty) days before the date of termination of the Agreement for all current circumstances of the ordered services.
- CONTRACTOR’S DETAILS
230025 Grodno st. Sotsialisticheskaya 44,
(eur) BY25 PJCB 3012 6020 7910 2000 0978
(usd) BE80 PJCB 2012 6020 7910 1000 0840
(byn) BY09 PJCB 3012 6020 7910 0000 0933
SWIFT/BIC: PJCB BY 2X
220002 Minsk, st. V. Horuzhey 31A