Public offer

This document is a public offer under Article 437 of the Civil Code of the Russian Federation.

Individual Entrepreneur [Full Name], TIN [TIN], OGRNIP [OGRNIP], hereinafter referred to as the Contractor, offers to conclude a paid services agreement for software development, customization, integration, consulting and related digital services on the terms set forth below.

1. Contractor

ИП Климов Василий Александрович
ИНН 663600946840
ОГРНИП 313661919700048
Адрес: 623340, Свердловская обл., Артинский г.о., пгт Арти, ул. Нефедова, д. 33/41 - 16
Email: work@mail.ru
тел: +79022694944
Счёт: 4080 2810 4700 1022 8512
Банк: МОСКОВСКИЙ ФИЛИАЛ АО КБ "МОДУЛЬБАНК" г Москва
Корр. счет: 3010 1810 6452 5000 0092
БИК: 044525092

2. Terms and definitions

Client means any individual, legal entity or sole proprietor who accepted this offer.

Services mean software development, modification, customization, integration, technical consulting, maintenance and other digital product services agreed by the parties.

Technical Specification means a description of requirements for the work result agreed by the parties in a document, email, messenger, task tracker, project management system, CRM or another communication channel.

Work Result means source code, module, script, configuration, integration, technical solution, file, repository, report, demonstration or another result created by the Contractor within the agreed scope of Services.

The parties recognize as legally significant the correspondence, files, tasks, comments, statuses and notifications exchanged by email, messengers, task trackers, repositories, CRM systems, project systems and other online services actually used during the project.

3. Subject of the agreement

The Contractor undertakes to provide the Client with Services in accordance with the Client’s request, and the Client undertakes to accept and pay for such Services.

The specific scope, content, stages, deadlines, deliverables and price of the Services are determined on the basis of the request, correspondence, technical specification, commercial proposal, invoice, payment link, tasks in the project system or other materials agreed by the parties.

4. Formation of the contract and acceptance of the offer

The Client sends a request through the website, by email, messenger or another available communication channel.

The Contractor reviews the request and may send the Client a proposal describing the scope of work, implementation approach, estimated or final price, deadlines, invoice or payment link.

Acceptance of this offer shall mean payment by the Client of an invoice, payment link, advance payment or another action expressly designated by the Contractor as acceptance of the offer.

From the moment of acceptance, the agreement between the Contractor and the Client is considered concluded.

Sending a request alone, without payment or another expressly agreed action, does not mean that the agreement has been concluded.

5. Price of the Services and payment procedure

The price of the Services is determined individually by the Contractor depending on the scope, complexity, urgency, project stages, integrations and other circumstances of the assignment.

The price of the Services may be determined as a fixed project price, a price for a separate stage, a price for an agreed amount of time, a price for a separate task or another pricing model agreed by the parties.

The final price is agreed in correspondence, technical specification, commercial proposal, invoice, payment link or another document sent by the Contractor to the Client.

Unless otherwise agreed by the parties, the Services are provided on the basis of 100% prepayment for the relevant stage, task or another agreed scope of work.

Payment may be made by bank card through a secure acquiring gateway, by payment link, by invoice to the Contractor’s bank account or by another method offered by the Contractor.

The date of payment shall be the date on which funds are credited to the Contractor or to the payment provider/bank in favor of the Contractor.

Bank fees, payment system fees and other related charges shall be borne by the Client unless otherwise provided by the payment service or a separate agreement of the parties.

6. Procedure for providing the Services

After confirmation of payment, the Contractor begins providing the Services within a reasonable period, unless another start date has been agreed by the parties.

The Services are provided remotely unless the parties have expressly agreed on another format of interaction.

The Client shall timely provide all information, materials, accesses and approvals necessary for providing the Services.

The Contractor may recommend the use of separate accounts, tokens, repositories and limited access rights instead of transferring the main credentials.

If the Client does not provide the necessary materials, accesses or approvals, the performance period is automatically extended for the period of delay and a reasonable period for resuming work.

7. Change of requirements and additional scope of work

Any change affecting functionality, architecture, integrations, interface, logic of operation, amount of code, deadlines or labor intensity shall be considered a change in the scope of work.

If the scope of work changes, the Contractor shall have the right to revise the deadlines, recalculate the price or treat such work as a separate task or stage.

The Contractor is not obliged to perform work outside the previously agreed scope without additional agreement on the price and deadlines.

8. Delivery and acceptance of the work result

The Contractor shall have the right to deliver the work result by email, messenger, repository, cloud storage, task tracker, demonstration or another agreed method.

The Client shall, within 5 (five) business days from the date of delivery of the result or notice of its readiness, send reasoned written comments or confirmation of acceptance.

If within the specified period the Client does not send reasoned written comments, the result shall be deemed accepted in full, without comments, of proper quality and payable if the relevant stage has not been paid earlier.

Reasoned comments shall mean only comments containing a specific description of discrepancies between the result and the agreed scope of work, the technical specification or other written requirements agreed by the parties.

Suggestions for improvement, design changes, adding functionality, changing integrations or other requirements beyond the agreed scope shall be deemed new tasks or additional work and shall be paid separately.

The Client’s avoidance of acceptance, lack of response in the agreed communication channels, as well as the Client’s actual use of the result shall also be deemed confirmation of acceptance of the work result.

9. Intermediate approvals

If the Contractor sends for approval an intermediate result, concept, design option, architectural solution, task decomposition, logic or another intermediate result, the Client shall provide comments within 3 (three) business days unless the parties agreed otherwise.

If the Client does not provide comments within the specified period, the relevant intermediate decision shall be deemed approved, and the Contractor shall have the right to continue performing the work on its basis.

10. Errors and warranty period

The Contractor shall fix errors caused by the Contractor and preventing the use of the work result for the agreed purpose during the warranty period.

The warranty period shall be 7 (seven) calendar days from the moment of acceptance of the result unless another period is agreed separately.

The warranty applies only to errors directly related to the work performed by the Contractor and included in the agreed scope.

The warranty does not apply to issues caused by changes made by the Client or third parties, changes in third-party services, CMS, APIs, hosting, infrastructure or changes in requirements.

Fixing such issues shall be considered an additional paid service.

11. Support and maintenance

After the end of the warranty period, the Contractor is not obliged to provide further support, maintenance, updates or modification of the result unless otherwise agreed separately.

Support, adaptation, development, as well as fixing issues caused by changes in third-party services, platforms, CMS, APIs, hosting, payment systems or infrastructure, shall be provided as separate paid services.

12. Suspension and completion of the project

The Contractor shall have the right to suspend work in the event of payment delay, absence of necessary materials or accesses, absence of approvals, lack of feedback from the Client or other circumstances depending on the Client.

In the event of suspension, the deadlines shall be extended for the suspension period and a reasonable period for resuming work.

If the Client does not respond, does not provide the required data or does not make payment within 30 (thirty) calendar days, the Contractor shall have the right to consider the project completed in the amount of actually performed work.

13. Third-party services, integrations and APIs

The provision of the Services may include integration with third-party services, platforms, software, APIs, payment systems, hosting providers, analytics tools, artificial intelligence systems and other external infrastructure.

The Contractor shall not be responsible for failures, errors, limitations, changes in functionality, suspension of operation, tariff changes or other issues arising on the side of third-party services.

In the event of changes in the functionality of third-party services, APIs, access conditions, moderation rules, technical requirements or tariffs, additional work to maintain integration or compatibility shall be considered a separate task and shall be paid separately.

The Contractor does not guarantee long-term compatibility of the developed software with third-party services, APIs, platforms, browsers, operating systems or other third-party software.

14. Intellectual property rights

Unless otherwise expressly agreed in a separate written agreement, all exclusive rights to source code, architecture, algorithms, libraries, modules, templates, components, technical solutions, development tools and other intellectual property created by the Contractor shall remain with the Contractor.

From the moment of full payment for the relevant stage or result, the Client shall receive a simple (non-exclusive), non-transferable license to use the delivered result for its own business purposes within the agreed scope.

The Client shall not have the right to transfer, sublicense, sell, distribute or otherwise dispose of exclusive rights without the Contractor’s prior written consent.

Transfer of exclusive rights is possible only under a separate written agreement and for separate remuneration.

The Contractor retains the right to use general ideas, approaches, algorithms, architectural principles, universal technical solutions, reusable code, libraries, templates and tools in further professional activity, provided that the Client’s confidential information is not disclosed.

15. Confidentiality, personal data and portfolio use

The parties undertake not to disclose confidential information obtained in connection with the performance of the agreement, except where disclosure is required by law, necessary for performance of the agreement or expressly permitted by the other party.

Processing of personal data shall be carried out in accordance with the legislation of the Russian Federation, the Privacy Policy and the Personal Data Policy published on the Contractor’s website.

The Contractor shall have the right to use anonymized information about the fact of cooperation, the project category and the type of services provided in the portfolio and marketing materials provided that such use does not disclose personal data, trade secrets or other commercially sensitive information of the Client.

Use of the Client’s name, trademark, logo, domain, project link, interface screenshots or an individualized case study shall be allowed only with the Client’s separate consent or if such information has been lawfully published by the Client in open access without restrictions.

16. Use of digital tools, AI and cross-border data transfer

For the purposes of processing requests, evaluating tasks, preparing proposals, providing services and improving workflow efficiency, the Contractor may use third-party digital tools including project management systems, communication platforms, cloud services, code repositories and artificial intelligence tools.

The Client agrees that the information voluntarily provided by the Client may be processed using such tools to the extent necessary for processing the request, evaluating the task and providing the Services.

Where technically and legally necessary, such use may include cross-border transfer of personal data in accordance with the applicable legislation of the Russian Federation.

17. Contractor’s right to rely on Client-provided data

The Contractor shall have the right to assume that the information, materials, accesses, technical requirements, content and other data provided by the Client are complete, accurate and lawful, unless the contrary is obvious to the Contractor.

The Contractor is not obliged to verify the legal purity, commercial suitability, technical completeness or third-party rights regarding the materials and instructions provided by the Client unless such verification is separately agreed as a paid service.

18. Priority of documents and communications

If the terms contained in different documents or communication channels contradict each other, the following priority shall apply from highest to lowest: (1) a separately signed written agreement or addendum, if any; (2) an invoice, commercial proposal or payment document issued by the Contractor for the relevant stage; (3) the technical specification or agreed task description; (4) correspondence by email, messenger, task tracker or project management system; (5) the general provisions of this public offer.

19. Refunds and withdrawal from the agreement

Before the start of the Services, the Client shall have the right to withdraw from the Services by notifying the Contractor. In such case, the paid amount shall be refunded less the Contractor’s actually incurred and objectively confirmed expenses, if any and if such deduction is permitted by law.

If the provision of the Services has already started, the refund shall be made proportionally to the value of the Services actually not provided, taking into account the volume already performed, reserved time, preparatory actions, incurred expenses and the nature of an individually created result.

If the Client is a consumer, the Client shall have the right to withdraw from the agreement at any time subject to payment to the Contractor of the expenses actually incurred by the Contractor.

Refund of funds shall generally be made using the same payment method within 10 (ten) business days from the date of the refund decision, unless another period depends on the bank or the payment provider.

20. Limitation of liability

The Contractor shall not be liable for impossibility or improper functioning of the work result caused by incomplete, inaccurate or untimely information from the Client, failure to provide accesses or approvals, interference by the Client or third parties, limitations or failures of third-party services, CMS, APIs, marketplaces, hosting, banks, payment systems or other external providers.

The Contractor does not guarantee achievement of a specific commercial result including growth of sales, profit, conversion, traffic or passing moderation on third-party platforms unless otherwise expressly agreed in writing.

The aggregate liability of the Contractor under the agreement shall be limited to the amount actually paid by the Client for the relevant project, stage or task in respect of which the dispute has arisen, except where mandatory provisions of law provide otherwise.

21. Force majeure

The parties shall be released from liability for full or partial non-performance of obligations caused by force majeure circumstances which the parties could not reasonably foresee or prevent.

The party affected by such circumstances shall notify the other party within a reasonable period. The term of performance shall be extended proportionally to the duration of such circumstances and their consequences.

22. Applicable law and dispute resolution

The relations of the parties shall be governed by the law of the Russian Federation.

The parties undertake to resolve disputes by negotiations. If no agreement is reached, the dispute shall be considered by the court at the place of registration of the Contractor unless otherwise provided by mandatory provisions of law.