OOO Myelophone, represented by Director Alexander Ivanov, acting on the basis of the Charter, hereinafter referred to as the Contractor, provides paid services to legal entities and individuals, hereinafter referred to as the Customer, under the terms of this Offer (hereinafter referred to as the Offer), who have accepted (accepted) the public offer (offer) to conclude this Offer.
1. Terms and definitions
1.1. For the purposes of this Offer, the following terms are used in the following meaning:
- "Offer" — in accordance with article 396 of the Civil Code of the Republic of Belarus, this document of a public agreement published on the Internet at https://myelophone.com/en/oferta.
- "Acceptance of the offer" — in accordance with article 398 of the Civil Code of the Republic of Belarus, full and unconditional, without any conditions, exceptions and reservations, acceptance by the Customer of this Offer by full or partial prepayment or signing by the parties of the terms of reference, in accordance with this Offer.
- "Customer" — a legal entity or individual who has accepted the offer, and is thus the Customer of the Contractor's works and services under the concluded offer agreement.
- "Offer agreement" — an agreement between the Contractor and the Customer for the paid provision of works and services by the Contractor, which is concluded by accepting the offer.
- "Site" — a set of software and hardware for computers that ensure the publication of Customer data for public viewing on the Internet. The site is accessible by a unique email address (IP address) or its letter designation. It can contain graphic, text, audio, video, and other information recorded and read using a computer.
- "Brief" — a short written form of agreement between the Contractor and the Customer, which specifies the main parameters of the future technical task. If there is a conflict between the terms of reference and the brief, priority is always given to the site characteristics described in the terms of reference.
- "Terms of reference (TOR)" — an agreement describing the structure and functionality of the Site being created, as well as a set of measures for its maintenance and advertising and information promotion. The terms of reference are attached to this offer agreement. The terms of reference are a mandatory and integral part of this agreement offer and are drawn up individually in each specific case.
- "Site software module" — a functionally complete fragment of the site, designed as a separate set of source code files.
- "Informational materials" — text, graphic, audio, video, photo, and other materials on various media that are necessary for the Performer to place on the Site. Materials for the Site are provided by the Customer in electronic form. If the Contractor creates materials for the Site, this is indicated in the Appendix to this Agreement and / or the terms of Reference. The Contractor's creation of materials for the Site and their additional language versions, unless otherwise agreed in the terms of reference, is not included in this agreement and is subject to a separate payment.
- "Content" — any information content of the Site-text information, images, audio and video clips — all information that the user can upload to the Hosting server to display it on the Site for Site visitors.
- "Hosting" is a service for providing computing power by a hosting provider organization for physical placement of information on a server that is constantly connected and available on the Internet. Under the agreement, hosting refers to a hosting provider's service for hosting site files on a server that runs the software necessary for processing requests to these files, as well as database support. Hosting requirements are described in the Terms of reference for site development.
- "User" — a user of information resources on the Internet.
- "Browser" — software for viewing Websites.
- "Site management system (CMS)" — software for managing site content with an administrative panel.
- "Search engine" — a software and hardware complex, the interface of which is located on the Internet, designed for users to search for information on the Internet (both individually and all together).
- "First page of the search engine" – an Internet page of the search engine containing 10 (ten) first search results for the search query of the Internet user (taking into account the regional search algorithm or other at the discretion of the Customer).
- "Keywords" – words and phrases agreed by the Parties in the terms of Reference, accepted as the basis for attracting users to the Customer's URL using keywords from search engines.
- "Site maintenance" — a set of measures to maintain the site's functionality, fill it with content, and make changes to the structure of the site's content. In some cases, in accordance with the terms Of Reference, site Maintenance includes work on creating or updating software modules for the site.
- "Redesign" — changing and improving the appearance of the site, optimizing the interface and improving usability.
- "Site audit" — a set of activities aimed at obtaining information about the state of the site at the time of its implementation.
- "SEO promotion" – actions (services) that it considers necessary, aimed at creating conditions for attracting users to the Customer's URL for keywords from search engines in order to display the Customer's URL for these keywords on the first page of the search engine.
- "Act of delivery and acceptance of services rendered" (hereinafter referred to as the Act) — a document indicating the completeness of the services performed under The contract Offer and the absence of complaints and comments from the Customer to the result of all work.
- "Details" — the party's details specified in section 10 of this Offer.
1.2. This Offer may use terms that are not defined in clause 1.1. in this case, the interpretation of this term is made in accordance with the text of this Offer.
1.3. The offer comes into force from the moment it is published by the Contractor on the Internet at https://myelophone.com/en/oferta and is valid until the Contractor revokes the Offer.
2.1. the Subject of this Offer is to provide the Customer with services for the creation, completion and placement of sites on the Internet, their maintenance and promotion in accordance with the Offer.
2.2. the Contractor undertakes, on behalf of the Customer, to provide services and perform the necessary work in accordance with the subject of the Offer, and the Customer undertakes to accept and pay for them in the manner and under the conditions specified in this Offer.
2.3. the Full list of services is agreed upon by the Customer and the Contractor and is described in the terms of reference, which is an integral part of the Offer. The contractor may perform additional services that are not included in the terms of reference, but agreed in writing with the Customer and specified in a separate acceptance certificate, for a separate agreed payment.
2.4.as part of the Contractor's services related to layout or design, the Contractor provides the Customer with up to 3 layouts/design options. after the Customer selects one of them, the Contractor slightly updates this selected option in accordance with the agreed technical task. Each additional version of the layout / design is paid extra.
3. The order of execution, settlement and delivery-acceptance
3.1. The cost and terms of services are set by the Contractor by agreeing all conditions with the Customer and are fixed in the terms of reference.
3.2. Payment is made in Belarusian rubles, US dollars, Euros or Russian rubles to the Contractor's current account by legal entities, Bank cards through the Contractor's payment system by individuals or by any other agreed method. The moment of payment is considered to be the date of receipt of the Customer's funds to the Contractor's current account.
3.3. Unless otherwise agreed in the terms of reference, the Contractor starts work after the Customer makes a prepayment of 10% of the total amount of services.
3.4. making an advance payment or signing the technical task by the Customer is the fact of acceptance (acceptance) by the Customer of all the terms of the Offer.
3.5. the Customer undertakes to provide the Contractor with the necessary information materials and registration data in a timely manner, as well as promptly answer the Contractor's questions.
3.6. after completing the technical task, the Contractor sends the Customer a certificate of acceptance of the services rendered. If the Customer does not submit a written reasoned claim to the Contractor within 5 (five) calendar days after issuing the acceptance certificate, all services are considered accepted by the Customer and are subject to payment in full in accordance with the act.
3.7. the Contractor has the right to refuse to perform its duties unilaterally or suspend the provision of services in case of non-receipt of payments from the Customer.
3.8. The contractor is entitled to make, on its own behalf or on behalf of the Customer, the Customer's legal and actual actions associated with registration and maintenance of domains and hosting services or website promotion.
3.9. the Contractor has the right to enter into transactions with third parties necessary for the fulfillment of its obligations under the terms of reference without the consent of the Customer, while being responsible for the actions of these persons as for their own.
3.10. services rendered on a monthly basis for the past month are considered accepted by the Customer, if within the first five calendar days of the next month the Customer has not sent the Contractor a reasoned refusal to accept the services.
3.11. In the case of a reasoned refusal of the Customer, the parties shall draw up a bilateral act with the list of non-compliances with the conditions of the Offer, the required corrections and deadlines or provide services for free for a certain period.
4. Liability of the Parties
4.1. for non-performance or improper performance of its obligations under this Offer, the guilty Party is liable in accordance with the current legislation of the Republic of Belarus, taking into account the features established by the Offer.
4.2. the Contractor shall be released from liability for losses directly or indirectly incurred by the Customer as a result of full or partial consumption or the inability to consume the Services in the following cases:
- 4.2.1. if losses are caused in connection with the replacement, repair or configuration of equipment, software or other work caused by the need to maintain the performance of the Contractor's software and hardware, provided that the Customer is notified at least one day in advance;
- 4.2.2. if losses are caused as a result of actions or omissions of third parties, or due to the failure of telecommunications channels, data transmission networks, information resources or services, as well as accidents (malfunctions) in power electrical or computer networks located outside the contractor's own resources, or the functioning of which It is not able to influence;
- 4.2.3. if losses are caused due to errors or malicious components in the software used on the Contractor's servers or other Internet servers, as well as in the software used by the Customer;
- 4.2.4. if losses are caused as a result of the Customer's non-compliance with the confidentiality of their credentials or other confidential information, as well as due to unauthorized access by third parties to the Customer's technical or information resources.
4.3. the Parties to this Agreement unconditionally agree that the maximum amount of damages that can be collected from the Contractor is limited to the amount of Services paid by the Customer, the non-performance or improper performance of which caused losses.
4.4. the Customer is solely responsible for any, including unauthorized, actions of third parties that occurred as a result of the Customer's non-compliance with the confidentiality of their credentials or other confidential information, as well as for the consequences of such actions.
4.5. the Contractor is not responsible for the content of information materials and content provided by the Customer or posted on the Customer's information resources.
4.6.in case of termination of services for reasons not related to the Contractor's guilty actions, payment for services is not refundable.
4.7.if the services cannot be performed due to the fault of the Customer, the services are subject to payment in the amount of the actual expenses incurred by the Contractor.
5. Intellectual property rights
5.1. Exclusive rights to the results of intellectual activity resulting from the execution of the Offer, as well as to the components and elements of such results, as well as other rights to the results of the execution of the Offer that are not protected results of intellectual activity, belong to the Contractor, unless otherwise agreed.
5.2. The customer is entitled to use the created at Customer request, the results of intellectual activities of the Contractor in any not forbidden by the law on conditions of a simple (nonexclusive) license during the whole validity term of the exclusive right, by any lawful means, without limitation the territory and without the submission to the Contractor of a report about using the result of intellectual activity.
5.3. the Contractor has the right to use the results of its intellectual activity for its advertising and presentation purposes and to place on each page of the Customer's website information indicating the Contractor's brand in the form of 1 (one) indexed hyperlink to the Contractor's website.
5.4. registration of domains and hosting services is carried out on the customer's details, all exclusive rights to the domain and all access rights to the hosting belong to the Customer, subject to full payment for the Contractor's services.
6. Other provisions
6.1. Disputes and disagreements that may arise under this Agreement will, if possible, be resolved through negotiations between the Parties, otherwise they will be resolved in court in accordance with the legislation of the Republic of Belarus.
6.2.if any of the terms of this Offer loses its legal force, is recognized as illegal, or is excluded from the Offer, this does not entail the invalidity of the remaining terms of this Offer, which remain in force and are binding on the Parties.
6.3. The parties recognize any information regarding execution of the Offer, including any annexes and correspondence, trade secrets and undertake to strictly maintain the confidential nature of such information, not disclosing it to any third party without the prior written consent of the other Parties, except when required for the purposes of execution of the Offer or disclosure to the relevant state bodies in cases stipulated by law. This provision does not apply to publicly known or publicly available information.
6.4. the Parties unconditionally recognize the legal force of documents received by e-mail, Telegram or Viber along with documents executed in simple written form on paper, when they are sent to the details of the other Party.
6.5. the Parties unconditionally agree that all correspondence, notices and notifications received from the details of the other Party are considered delivered to the addressee in the proper form and have legal force.