1.1. The following information is a public offer (official offer) of the sole proprietorship ‘Marchenko Vo;odymyr Igorevich’, the owner of the website starsoft.com.ua (hereinafter referred to as the Contractor) to any legal entity or individual (hereinafter referred to as the Customer, and together the Parties) to sign the Website Development Services Agreement (hereinafter referred to as the Agreement) on the basis of Article 633 of the Civil Code of Ukraine.
1.2. If you agree with 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 (proposal), fully and unconditionally accept it. In this case, the Agreement shall be deemed signed, and the Contractor shall be deemed to have undertaken to provide the Services.
2.1. The Contractor undertakes to provide website development services (hereinafter referred to as the ‘Website’, ‘Works’) in accordance with the requirements and to the extent specified in the Terms of Reference (hereinafter referred to as the ‘terms of reference’), which is an integral part of the Agreement.
2.2. The Customer undertakes to provide the conditions and information necessary for the Contractor to fulfil its obligations, accept and pay for the services (work performed) provided by the Contractor.
3.1 The terms of work performance are specified in the terms of reference. Subject to the availability of the full amount of materials to be posted on the Website, the Contractor shall commence work immediately upon receipt of the prepayment to the Contractor’s account.
3.2. In case of delay in prepayment, provision of information, payment for services of third parties, or other failure by the Client or its counterparties to fulfil the Client’s obligations specified in the Agreement and the terms of reference, the Contractor shall have the right to unilaterally postpone all deadlines for performance of works (provision of services) without any additional notice to the Client. In this case, the time for performance of the work shall be extended by the time the Client fulfils its obligations and the time required for the Contractor to resume the work, but not more than 10 working days.
4.1 The Contractor undertakes to provide services (perform works) in a quality manner, in accordance with the Agreement, appendices, terms of reference and additional agreements.
4.2 The Contractor has the right to involve third parties in the performance of the Agreement without the consent of the Customer. The Contractor shall be responsible for the actions of third parties.
4.3. The Contractor, together with the Customer, determines and signs the terms of reference.
4.4. The Contractor undertakes not to disclose any confidential information of the Customer received during cooperation under this Agreement.
4.5. The Contractor shall be entitled to extend the period of performance of work under clause 2 by the number of days of forced downtime until the relevant instructions are received from the Customer.
4.6. The Contractor shall have the right not to commence work, and to suspend the work commenced in cases where the Customer’s breach of its obligations under the Agreement prevents the Contractor from performing the Agreement.
4.7. The Contractor shall have the right to withdraw from the Agreement in cases where the Customer, despite timely and reasonable notice from the Contractor of the circumstances specified in clause 4.1 of the Agreement, fails to replace defective materials and technical documentation, change instructions on the method of performance of work or take other measures to eliminate the specified circumstances within a reasonable time.
4.8. The Contractor shall transfer the results of the services rendered under the acceptance certificate.
5.1. The Customer undertakes to provide the Contractor with the materials and information necessary to perform the work in accordance with the terms of reference before the start of the work. The Customer undertakes to transmit the information necessary for the provision of services (performance of works) to the Contractor by e-mail, in files in the format agreed in the terms of reference.
5.2. The Customer simultaneously with the Agreement agrees and signs the following developed jointly with the Contractor terms of reference.
5.3. The Customer undertakes to accept and pay for the Contractor’s work in full and within the terms specified in the Agreement, to fulfil other obligations stipulated in the Agreement and the Terms of Reference.
5.4. The Customer undertakes not to disclose any confidential information of the Contractor received during the cooperation under this Agreement.
5.5. The Customer has no right to demand from the Contractor to perform works not specified in the terms of reference. Additional works shall be performed if necessary and shall be paid by the Client separately. Additional work not specified in the terms of reference shall be agreed upon and executed in writing as an appendix to the terms of reference and signed by both parties.
6.1. The cost of the work shall be determined on the basis of the terms of reference drawn up and agreed by the Parties.
6.2. The Customer shall pay for each subsequent stage in the amounts and within the time limits specified in the terms of reference and the relevant deadlines.
6.3. Services are provided on the basis of 50% prepayment. The Contractor has the right not to start the work until the prepayment is received, unless otherwise specified in the terms of reference. All deadlines for the performance of the work specified in the terms of reference shall be determined from the moment of receipt of the prepayment.
6.4. The Contractor shall have the right to terminate the provision of services to the Customer in case of violation by the Customer of the payment procedure specified in this Agreement and the terms of reference.
6.5. In case of impossibility to perform the work due to the Customer’s fault, the services shall be paid in the amount of the actual costs incurred by the Contractor.
6.6. If the impossibility of performance arose due to circumstances for which neither party is responsible (force majeure), the Contractor shall refund the prepayment to the Customer.
6.7. Upon receipt of full payment under the Agreement, the Contractor shall provide warranty service, if provided for in the terms of reference.
7.1. The Parties recognise any information relating to the conclusion and content of this Agreement, including any appendices and annexes thereto, as a trade secret and undertake to keep such information strictly confidential, not disclosing it to third parties without the prior written consent of the other Party, except where necessary for the purposes of the Agreement or for disclosure to the relevant state authorities in cases determined by law. This provision shall not be deemed to be generally known or publicly available information.
8.1. The Parties shall be liable in accordance with the current legislation of Ukraine.
8.2. All disputes shall be resolved through negotiations between the parties, and if the parties cannot reach an agreement, in the Commercial Court in accordance with the current legislation of Ukraine.
8.3. The property rights to the Website shall be transferred to the Customer upon full payment for the performed work and upon receipt of the ftp data transmission codes (login, password and host address) from the Contractor.
8.4. The Customer shall be responsible for any materials on the Website: graphic, text, audio, video, and other information, as well as the compliance of these materials with licences.
8.5. All issues related to the right to the Website shall be governed by the laws of Ukraine.
9.1 This public offer comes into force from the moment of making a subscription for the Services set forth in this offer.
9.2. The Contractor has the right to change the terms of this offer unilaterally. The date of entry into force of the amendments to this offer is the date of their publication on the Contractor’s website. But it does not apply to the Customers who signed the agreement before the amendments to this offer.
9.3. The Agreement may be terminated early by mutual agreement of the parties. If the Agreement is terminated before the completion of the work provided for in the terms of reference, the mutual settlements between the parties shall be determined by an additional agreement.
9.4. Unless otherwise provided for in an additional Appendix to the Agreement, after the Customer has made the prepayment and the Contractor has commenced performance of the Agreement, but before the delivery of the work, in the absence of any fault of the Contractor, the Customer shall have the right to terminate the Agreement by giving a written notice to the Contractor 7 (seven) calendar days prior to the date of termination of the Agreement. In this case, the prepayment shall not be refunded.
9.5. Unless otherwise provided for in an additional Appendix to the Agreement, if the Agreement is terminated at the initiative of the Client, and the amount of work performed by the Contractor up to that point exceeds the amount of prepayment made by the Client, the Client’s debt to the Contractor shall be calculated on the basis of the Contractor’s current prices and the Act on work performed up to the moment of termination of the Agreement, which shall be repaid within 3 working days from the date of signing (acceptance) of this Act by the parties.
10.1. Upon completion of the work specified in the terms of reference, the Parties shall sign an act of acceptance of the work performed (services rendered). The transfer of the acts shall be made by Ukrposhta, Nova Poshta, or through the communication channels specified in the contract details.
10.2. Within three working days after receiving the report, the Customer shall sign the report and return one copy to the Contractor by Ukrposhta or Nova Poshta. If the Customer does not sign the act within the specified time and does not make any claims to the Contractor regarding the performance of the Agreement, the act shall be deemed accepted by the Customer and shall be signed by the Contractor unilaterally.
11.1. The Parties shall be released from liability for partial or complete failure to fulfil their obligations under this Agreement if the impossibility of their fulfilment is due to force majeure circumstances, such as fire, floods, other natural disasters, wars, armed conflicts, mass civil unrest, epidemics, terrorist acts, acts of state and local authorities and any other events that make it impossible for the Parties to fulfil their obligations under this Agreement.
11.2. The Party affected by force majeure shall provide the other Party with a confirmation document from the Ukrainian Chamber of Commerce and Industry within 7 days from the date of occurrence of such circumstances.
11.3. If the force majeure lasts more than 3 months, the Parties shall cancel the Agreement and in this case neither Party may make a claim to the other.
12.1. All amendments to this Agreement shall be agreed upon by the Parties by signing an additional agreement.
12.2. All peculiarities of the work implementation that are essential for the Client shall be explicitly reflected in the terms of reference. If the terms of reference does not specify the Customer’s requirements, the form of their implementation shall remain at the discretion of the Contractor and shall not be a reason for refusal to accept the completed works.
12.3. Any agreement between the Parties that goes beyond the scope of this Agreement shall 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 terms of reference). Confirmation of receipt of information shall be a response from the other party on receipt of the e-mail. All documents, letters, applications, etc. received by e-mail have the force of the original.
12.5. The Contractor shall have the right to place a link on the developed Website to its own or a similar website and demonstrate the product to other persons for advertising purposes of its activities.
12.6. When starting work, the Contractor shall have the right to study and use analogues of the product being developed on the market.
12.7. The Contractor shall not perform the work in the presence of the Client.
12.8. The Contractor shall negotiate and agree on the development of the Website only with the decision-makers specified in the terms of reference.
12.9. The Contractor shall not execute the Customer’s ideas, in the implementation of which he does not see a worthy implementation.
12.10. Comments and suggestions to the development should be specific and reasoned.
12.11. Violation of the deadlines for the transfer of information and materials for inclusion on the site (content) to the Contractor is an unconditional basis for the inclusion of content from the Internet.
12.12. One final version shall become the property of the Customer. Additional, conceptual or draft versions are the property of the Contractor and may be redeemed by the Customer.
12.13. If any provision of this Agreement is declared invalid or invalidated by a court, the invalidity of such provision shall not invalidate other provisions of this Agreement. All other provisions shall remain in force.