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The present standard Public Offer Agreement (hereinafter the Offer) defines the relationship between the IE Khaydukov Alexey Sergeyevich (hereinafter the Contractor), on the one hand, and a capable natural or legal person accepted the present proposal for the conclusion of the Offer as the Customer (hereinafter the Customer), on the other hand, (hereinafter the Parties), by implementation of the action on adoption of the conditions of the specific transaction with the Contractor with the help of resources of the Upwork Global Inc. https://www.upwork.com (hereinafter Upwork).
1. Subject of the Offer
The Contractor in accordance with the specific instructions of the Customer on a reimbursable basis shall render the services listed below (hereinafter the Services) for the benefit of the Customer:
1.1. Software development and the existing software rework;
1.2. Error recovery in the existing software;
1.3. Cleanup of a source code from viruses and other malicious programs;
1.4. Hosting service configuring running on Linux-compatible operating system, as well as installation, configuration and update of other software;
1.5. Consulting and training in the field of IT.
1.6. Other services related to the information technology.
2. Cost of Services
2.1. The cost of particular Services shall be agreed by the Parties through negotiations using Upwork resources.
2.2. The settlements for the services rendered shall be made using Upwork resources. Other methods of payment for the Services are acceptable if agreed by the Parties.
2.3. The burden of paying bank charges and commissions of third parties when paying the Contractor’s Services shall be borne by the Customer.
3. Terms and Procedure for Services Provision
3.1. The terms of specific Services provision shall be agreed between the Parties by means of Upwork resources.
3.2. After the Services have been provided successfully, the Contractor shall deliver the Services in the manner prescribed by Sec. 5 of the Offer.
3.3. The Services provision shall not impose any obligation on the Contractor to impart the Customer knowledge held by the Contractor, unless otherwise stipulated.
3.4. The Services provision under the Offer shall be only possible when the Parties use legal software, databases and other objects of intellectual property.
4. Rights and Obligations of the Parties
4.1. The Contractor undertakes to:
4.1.1. Provide in a quality manner the Services in accordance with the terms and procedures for the Services provision stipulated in Sec. 3 of the Offer.
4.1.2. Immediately inform the Customer and suspend the Services provision until reception of the Customer’s instructions in case of:
- non-compliance of the original data, information, materials needed for the Services rendering and provided by the Customer;
- possible consequences unfavorable for the Customer triggered by his instructions;
- other circumstances independent of the Contractor that may affect the quality of the Services or the impossibility of their delivery;
4.1.3. Deliver the performed Services to the Customer.
4.1.4. Comply with reasonable measures to keep private usernames and passwords as well as other confidential information of the Customer.
4.2. The Customer undertakes to:
4.2.1. Provide all necessary and sufficient information to render the Services, to inform the Contractor on his recommendations and suggestions to the terms and procedure for the Services provision;
4.2.2. Pay for the Contractor’s Services in the manner provided in Sec. 2 of the Offer.
4.2.3. Fail to compel the Contractor to the illegal use of malware, unlicensed software, databases, or otherwise violate the current laws of the countries within the territories of which the equipment or resources are located, both of the Contractor and the Customer (physical servers, virtual servers, etc.).
4.2.4. Comply with reasonable measures on holding usernames and passwords confidential.
4.2.5. Provide the Contractor a remote access to his computer equipment, software and other resources for the proper rendering of the Services.
4.2.6. Coordinate with the Contractor a third-party access to the servers, equipment or other resources of the Customer with the use which the Contactor provides Services to the Customer, if this can affect the quality of the Services provision by the Contractor or the terms of the Services provision.
4.2.7. Abide by the rules and other requirements of Upwork published at https://www.upwork.com/legal/.
4.3. The Contractor shall have the right to:
4.3.1. Not to proceed with the provision of the Services and suspend the work started in cases when the breach by the Customer of his obligations under the Offer does not allow the Contractor to provide the Services. The period during which the Services have been suspended by the fault of the Customer shall not be included in the term of the Services provision agreed by the Parties. The Contractor shall notify the Customer on suspension of the provision of the Services and argue such a suspension using Upwork resources or in other ways.
4.3.2. Engage third parties to provide the Services without the consent of the Customer.
4.3.3. Check private personal data and the validity of consent documents (licenses, etc.) of the Customer, the availability of the necessary powers and rights, including copyright, and suspend the provision of the Services in the case of representation of false and invalid information.
4.4. The Customer shall have the right to:
4.4.1. Check the progress and quality of the Services provision not directly interfering with the activities of the Contractor.
5. Delivery and Acceptance of Services
5.1. After the Services have been provided, the Contractor closes a specific task using Upwork resources.
5.2. The Customer shall be obliged within the period prescribed by the rules of Upwork to confirm the completion of specific Service provision by transferring funds to the Contractor by means of Upwork resources.
5.3. The Contractor undertakes to recover errors, failures in the Services provision within three days from the closing of a specific task at Upwork.
5.4. If within three days from the closing of a specific task at Upwork, the Customer has not presented any claims as to the quality of the Contractor’s Services, the Parties have agreed to assume that the Services are rendered properly.
6. Responsibilities of the Parties
6.1. For non-performance or improper performance of the obligations under the Offer, the Parties shall be liable in accordance with the rules of Upwork.
6.2. The Party in case of the fault shall within a period not later than one (1) calendar month from the date of receipt of the claim from the other Party, fully compensate for all costs incurred by the Party in meeting the damage to third parties caused by, including the illegal use of other people’s objects of intellectual property and illegal transfer of confidential and personal information relevant to the execution of the Offer.
6.3. The Contractor shall not be liable for any failures, losses and other damages incurred in the event of the Customer’s violation of the requirement to coordinate with the Contractor third-party access to the resources of the Customer.
6.4. The Contractor shall not be liable for any losses resulting from the failure of the Customer to follow the technical recommendations of the Contractor (configuration, security, etc.).
6.5. The Contractor shall not be liable for malfunctions of the software, of any third-party resources used by the Customer, but shall use reasonable efforts under the Offer to eliminate possible problems (problems in the data center where the Customer’s servers are located, etc.).
6.6. The Contractor shall not be liable for the actions of an indefinite circle of third parties aiming at making the damage to the Customer’s resources, but under the Offer shall provide all reasonable services to reduce or eliminate the damage (malware software, DDoS-attacks, etc.).
7. Force Majeure
7.1. The Parties shall not be responsible for partial or complete failure to fulfill the obligations under the present Offer if such a failure has arisen from force majeure circumstances, as well as the pieces of legislation adopted by state agencies preventing the fulfillment of the Offer. In this case, the performance of the obligations under the Offer shall be delayed for the duration period of the force majeure circumstances and their consequences.
7.2. Upon the occurrence of the above circumstances, each Party shall notify the other Party within 5 days from the occurrence of these circumstances.
8.1. Any information submitted by the Parties to each other at the conclusion, the performance of the Offer shall be confidential information.
8.2. The Parties undertake to comply with all applicable laws governing the legal relationships associated with the establishment, amendment and termination of the confidentiality of personal information of the Parties and third parties related to the execution of the Offer, and not to disclose confidential information whomsoever.
8.3. The Customer authorizes the Contractor to collect, process and store his personal data.
9. Final provisions, Procedures for Disputes Resolution
9.1. In all cases not provided by the present Offer, the Parties shall be governed by the applicable law.
9.2. The Parties undertake to make every effort to resolve disputes through negotiations.
9.3. If no agreement is reached, disputes shall be considered in the manner prescribed by Upwork.