Limited Liability Company "Myelophone", represented by Director Alexander S. 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) for the sale of the Company. conclusion of this Offer.
1. Terms and definitions
1.1. For the purposes of this Offer, the following terms are used in the following sense::
- "Offer" means, in accordance with Article 396 of the Civil Code of the Republic of Belarus, this public contract document published on the Internet at https://myelophone.com/oferta.
- "Acceptance of the offer" — in accordance with Article 398 of the Civil Code of the Republic of Belarus, the Customer's full and unconditional acceptance of this Offer, without any conditions, exceptions or reservations, by means of full or partial prepayment or signing of the terms of reference by the parties, in accordance with this Offer.
- "Customer" means a legal entity or individual that has accepted the offer and is thus the Customer of the Contractor's works and services under the concluded offer agreement.
- "Offer Agreement" means 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 tools for computers that ensure the publication of data about the Customer 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 sets out 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 offer agreement 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, as well as other materials on various media that are necessary for the Performer to post 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 Offer Agreement and is subject to a separate payment.
- "Content" means 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 physically placing information on a server that is permanently connected and accessible on the Internet. Under the agreement, hosting refers to the 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 collectively).
- "First page of a search engine" – an Internet page of a search engine containing 10 (ten) first search results for an Internet user's search query (taking into account the regional search algorithm or another one at the discretion of the Customer).
- "Keywords" – words and phrases agreed by the Parties in the Terms of Reference, which are accepted as the basis for attracting users to the Customer's URL based on 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 site's content structure. In some cases, in accordance with the Terms of Reference, Site Maintenance includes work on creating or updating software modules for the site.
- "Redesign" means changing and improving the site's appearance, 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.
- Search Engine Promotion – actions (services) The Contractor's actions, which it considers necessary, are aimed at creating conditions for attracting users to the Customer's URL by keywords from search engines in order to display the Customer's URL by 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 Offer Agreement and the absence of complaints and comments from the Customer to the result of all work.
- "Banking details" means the Party's banking details specified in section 10 of this Offer.
1.2. Terms not defined in clause 1.1 may be used in this Offer. In this case, such a term is interpreted 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/oferta it is valid until the Contractor revokes the Offer.
2. Subject of the agreement
2.1. The subject of this Offer is to provide the Customer with services related to the creation, completion and placement of websites 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 works in accordance with the subject of the Offer, and the Customer undertakes to accept and pay for them in accordance with the procedure and 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 are 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 rendering of services related to drawing up a 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 modifies this selected option in accordance with the agreed terms of reference. Each additional version of the layout / design is paid extra.
3. Procedure for execution, settlement, and acceptance
3.1. The cost and terms of services are set by the Contractor by agreeing on all conditions with the Customer and are recorded 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 date of receipt of the Customer's funds to the Contractor's current account is considered to be the moment of payment.
3.3. Unless otherwise agreed in the terms of reference, the Contractor starts work after the Customer makes an advance payment in the amount of 10% of the total amount of services.
3.4. Making an advance payment or signing the terms of reference by the Customer is a 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 terms of reference, 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 has the right to perform, on its own behalf or on behalf of the Customer, in the interests of the Customer, legal and actual actions related to the registration and maintenance of domains and hosting services or with the promotion of the site.
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 bearing responsibility 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 case of reasoned refusal of the Customer, the parties draw up a two-way report with a list of non-compliance with the terms of the Offer, necessary corrections and the deadline for their implementation or provision of services free of charge 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 specifics established by the Offer.
4.2. The Contractor is released from liability for losses incurred explicitly or indirectly by the Customer as a result of full or partial consumption or lack of possibility to consume the Services in the following cases::
- 4.2.1. if losses are caused in connection with the replacement, repair or adjustment of equipment, software or other work caused by the need to maintain the operability 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 non-functioning 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 the presence of 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 failure to respect 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 recovered from the Contractor is limited to the amount of Services paid for 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 failure to comply 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 the provision of services for reasons not related to the Contractor's guilty actions, payment for the services is not refundable.
4.7. In case of inability to perform the services caused by the fault of the Customer, the services are subject to payment in the amount of expenses actually incurred by the Contractor.
5. Rights to the results of intellectual activity
5.1. The exclusive rights to the results of intellectual activity that have arisen as a result of 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 has the right to use the results of the Contractor's intellectual activity created on the Customer's instructions for any purposes not prohibited by law under the terms of a gratuitous simple (non-exclusive) license, during the entire period of validity of the exclusive right, by any legal means, without limiting the territory and without submitting a report on the use of the result of intellectual activity to the Contractor.
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 using the Customer's banking 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 settled in court in accordance with the legislation of the Republic of Belarus.
6.2. If any of the terms of this Offer lose their legal force, are deemed illegal, or are excluded from the Offer, this does not invalidate the remaining terms of this Offer, which remain legally valid and are binding on the Parties.
6.3. The Parties recognize any information related to the execution of the Offer, including any appendices and correspondence, as a commercial secret and undertake to strictly maintain the confidential nature of such information, not disclosing it to third parties without the prior written consent of the other Party, except in cases where this is necessary for the purposes of executing the Offer or for disclosure to the relevant in cases specified by law. This provision does not apply to generally known or publicly available information.
6.4. The Parties unconditionally recognize the legal force of documents received by e-mail, Telegram or Viber on an equal basis 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 to be delivered to the addressee in the proper form and have legal force.
6.6. The Parties are obliged to check the correspondence received to their banking details in a timely manner. All risks associated with the occurrence of adverse consequences due to non-compliance with these requirements are borne by the Party that committed such a violation.
6.7. In case of disagreement between the language versions of the Offer, the Russian version is preferred.
7. Force majeure
7.1. The Parties are released from liability for partial or complete non-performance of their obligations under the Offer, if this was due to force majeure (force majeure) that arose after the acceptance of the Offer as a result of extraordinary events that the Parties could not have foreseen or prevented by reasonable measures.
7.2. In case of force majeure circumstances that prevent the fulfillment of obligations under the Offer, the deadline for the Parties to fulfill such obligations is postponed in proportion to the duration of such circumstances, as well as the time required to eliminate their consequences, but not more than sixty calendar days, otherwise the Parties undertake to discuss the possibility of alternative ways of executing the Offer or refusing to perform it without compensation for losses.
8. Details of the Parties
8.1. The Customer's banking details are specified in the terms of reference.
8.2. The Contractor's banking details are indicated on the page https://myelophone.com/bepaid.