Offer contract

1. GENERAL PROVISIONS

1.1. The following information is a public offer (official offer) of the owner of the website apelsun.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. Please read the text of this public offer and, if you do not agree with any of the clauses of this public offer, or you do not understand any of the clauses of this public offer, we suggest that you refuse the offered website development services (hereinafter referred to as the Services).

1.3. 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. SUBJECT OF THE AGREEMENT

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 "ToR"), 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 (works) provided by the Contractor.

3. TERMS OF PERFORMANCE OF WORKS (PROVISION OF SERVICES)

3.1 The terms of performance are specified in the SoW. 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 making a prepayment, providing information, paying for the services of third parties, or otherwise failing to fulfil the obligations of the Customer or its counterparties specified in the Agreement and the SoW, the Contractor shall have the right to unilaterally postpone all deadlines for the performance of work (provision of services) without any additional notice to the Customer. In this case, the terms of performance 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. RIGHTS AND OBLIGATIONS OF THE CONTRACTOR

4.1 The Contractor undertakes to provide services (perform works) in a quality manner, in accordance with the Agreement, annexes, terms of reference and additional agreements.

4.2 The Contractor shall have 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 Client shall determine and sign the SoW.

4.4. The Contractor undertakes not to disclose any confidential information of the Customer received during the cooperation under this Agreement.

4.5. The Contractor shall have the right to increase the term of performance of work under clause 2 by the number of days of forced downtime until the relevant instructions from the Customer are received.

4.6. The Contractor shall have the right not to start the work, and to suspend the work started 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 Client, despite timely and reasonable notice from the Contractor of the circumstances referred to in Clause 4.1 of the Agreement, fails to replace unsuitable or poor quality materials and technical documentation, change the instructions on the method of performance of work or take other measures to eliminate the circumstances.

4.8. The Contractor shall transfer the results of the services rendered under the acceptance certificate.

5. RIGHTS AND OBLIGATIONS OF THE CUSTOMER

5.1. The Customer undertakes to provide the Contractor with the materials and provide the necessary information to perform the work in accordance with the SoW 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, the format of which is agreed in the SOW.

5.2. The Customer simultaneously with the Agreement agrees and signs the SoW developed jointly with the Contractor.

5.3. The Client undertakes to accept and pay for the Contractor's work in full and within the terms stipulated 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 obtained during the cooperation under this Agreement.

5.5. The Client shall not be entitled to require the Contractor to perform work not specified in the SOW. Additional work shall be carried out if necessary and shall be paid by the Customer separately. Additional work not specified in the SOW shall be agreed upon and executed in writing as an appendix to the SOW and signed by both parties.

6. COST OF WORK, PROCEDURE AND TERMS OF PAYMENT

6.1. The cost of works shall be determined on the basis of the SoW drawn up and agreed by the Parties. Public offer 2/3

6.2. The Customer shall pay for each subsequent stage in the amounts and within the terms specified in the SOW.

6.3. Services are provided on the basis of 70% prepayment. The Contractor has the right not to start the work until the prepayment is received, unless otherwise specified in the SOW. All deadlines for the performance of the work specified in the SOW shall be determined from the date 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 SOW.

6.5. In case of impossibility to perform the work due to the fault of the Customer, the services shall be paid in the amount of the actual costs incurred by the Contractor.

6.6. In the event that the impossibility of performance has arisen due to circumstances for which neither party is responsible (force majeure), the Customer shall reimburse the Contractor for the actual costs incurred by him.

6.7. Upon receipt of full payment under the Agreement, the Contractor shall provide warranty service, if provided for in the SOW.

7. CONFIDENTIALITY

7.1. The Parties recognise any information relating to the conclusion and content of this Agreement, including any annexes and addenda thereto, as a trade secret and undertake to strictly maintain the confidentiality of such information, 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 apply to generally known or publicly available information.

8. LIABILITY OF THE PARTIES

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 after full payment for the work performed and after receiving from the Contractor the data transmission codes via the ftp protocol (login, password and host address).

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 legislation of Ukraine.

9. VALIDITY OF THE OFFER

9.1 This public offer shall come into force from the moment of payment for the Services established by this offer.

9.2. The Contractor has the right to change the terms of this offer unilaterally. The date of entry into force of changes to this offer is the date of their publication on the Contractor's website.

9.3. The Agreement may be terminated early by mutual agreement of the parties. In case the Agreement is terminated before the completion of the work stipulated by the SoW, 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 started to perform the Agreement, but before the delivery of the works, in the absence of any faulty actions of the Contractor, the Customer shall have the right to terminate the Agreement by giving written notice to the Contractor 7 (seven) calendar days prior to the date of termination of the Agreement. The prepayment made in this case 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 Customer, and the amount of work performed by the Contractor up to that moment exceeds the amount of prepayment made by the Customer, then on the basis of the current prices of the Contractor and the Act on the work performed before the termination of the Agreement, the Customer's debt to the Contractor shall be calculated, which shall be repaid within 3 working days from the date of signing (acceptance) of this Act by the parties.

10. ACCEPTANCE AND TRANSFER OF WORKS

10.1. Upon completion of the work specified in the SoW, the Parties shall sign an act of acceptance and transfer of the completed work (services rendered). The transfer of acts is carried out by Ukrposhta or through the communication channels specified in clause 11.4.

10.2. Within three working days after receiving the act, the Customer shall sign the act and return one copy to the Contractor by Ukrposhta. 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. FORCE MAJOR

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 the result of 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 for more than 3 months, the Parties shall cancel the agreement and in this case neither Party may make a claim to the other.

12. OTHER CONDITIONS

12.1. All amendments and additions to this Agreement shall be agreed by the Parties by signing an additional agreement.

12.2 All peculiarities of the works implementation that are essential for the Customer shall be explicitly reflected in the SoW. If the SoW does not specify the requirements of the Customer, 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 work.

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 shall have the right to correspond and send documents by e-mail (to the addresses specified in the SOW) via the Internet. 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 shall 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. Before starting work, the Contractor has the right to study and use analogues of the product being developed on the market.

12.7. The Contractor shall not perform work in the presence of the Customer.

12.8. The Contractor shall negotiate and agree on the development of the Website only with the decision-makers specified in the SoW.

12.9. The Contractor does not implement 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. General phrases are not arguments.

12.11. Violation of the terms of 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 this provision shall not entail the invalidation of other provisions of this Agreement and all other provisions shall remain in force.