Standard form services contract
Standard form services contract
Individual Entrepreneur Roman Andriiovych Rybalchenko (hereinafter the “Contractor”), registration number of taxpayer’s card 3278710879, being guided by Articles 50, 51, 633, 641 and 644 of the Civil Code of Ukraine, makes a public offer to all visitors of roman.ua by proposing to conclude an information and consultation services contract (hereinafter the “Services”) on the terms and in the manner set forth below.
1. Subject Matter of the Contract. Payment.
1.1. The Customer hereunder shall pay for and accept the Services, and the Contractor shall provide the Customer with the Services paid. The Customer shall agree to the terms and conditions of this Contract and enter into this Contract upon making the first payment.
1.2. The Contractor may provide one or more Services to the Customer for the fee as set forth below:
|consultations on Internet advertising and Internet business||from USD 200 per hour,|
at least two hours
|arrangement of advertising on the Internet||from USD 40 per hour,|
at least forty hours
|arrangement of web analytics, customer database analysis, advertising and website analyticsas||as agreed on by the Parties|
|mail distribution arrangement||as agreed on by the Parties|
|management of commercial activities related to Internet marketing||as agreed on by the Parties|
|development of websites (design, development, coding, programming), SEO (search engine optimisation)||as agreed on by the Parties|
|training in Internet advertising and Internet business||as agreed on by the Parties|
1.3. The Parties may agree on other scope and price of the Services, including by ordering packages of the Services or introducing a regular fixed fee.
1.4. To calculate the amount to be paid, the Parties shall use the USD/UAH commercial exchange rate published on kurs.com.ua as on the invoice date. The Services under this Contract shall be paid for in full prior to the commencement of Services provision, by a wire transfer to the Contractor’s bank account. The Contractor shall start to provide the Services within three business days upon receipt of the advance payment.
1.5. Statements of the Services Provided shall be executed as agreed on by the Parties. Such statements can be executed in electronic form (in particular, with the use of vchasno.com.ua). The Contractor may also send Statements of the Services Provided to the Customer along with invoices by a registered letter, which shall be deemed accepted by the Customer if the Contractor does not receive any written objections on their content within five business days.
1.6. The Services shall be deemed duly provided and accepted by the Customer in full if the Customer does not submit any substantiated written objections within five business days upon provision of the Services.
1.7. The cost of the Services is not subject to value added tax due to the application of the simplified taxation system.
1.8. By the Law of Ukraine “On Personal Data Protection,” the Customer grants the Contractor permission to process their personal data.
2. Rights and Obligations of the Parties.
2.1. The Parties shall have the rights and obligations provided for by this Contract and the Civil Code of Ukraine for parties to a services contract (in particular, Chapter 63).
2.2. The Customer shall have the right to:
2.2.1. order services;
2.2.2. express wishes and recommendations regarding the Services;
2.2.3. submit substantiated written objections regarding the Services provided within five business days upon the Services provision;
2.2.4. provide the Contractor with additional resources (information, materials, access, etc.).
2.3.The Customer shall:
2.3.1. accept the Services provided;
2.3.2. pay for the Services in accordance with the terms and conditions provided for by this Contract;
2.3.3. sign Statements of the Services Provided at the Contractor’s request;
2.3.4. maintain proper communication with the Contractor;
2.3.5. check the progress and quality of the Services without interfering with the Contractor’s activities;
2.3.6. consider Contractor’s requests for additional resources.
2.3.7. during the term of cooperation with the Contractor and 1 (one) year after the termination of such collaboration without the Contractor’s prior written consent, not to lure, directly or indirectly, employees, consultants, contractors, or partners of the Contractor.
2.4. The Contractor shall have the right to:
2.4.1. demand full and timely payment for the Services;
2.4.2. publish information about the Customer for the purposes of promotion and marketing of the Services;
2.4.3. notify the Customer of circumstances threatening the quality of the Services;
2.4.4. to involve third parties in performing duties of the Contractor under this Agreement without prior permission of the Customer.The Parties shall have no other rights or obligations except for those provided for by this Contract and effective legislation of Ukraine.
2.5. The Contractor shall:
2.5.1. provide the Services in a proper manner;
2.5.2. comply with the terms and conditions of this Contract.
3. Intellectual Property.
3.1. The Contractor may create intellectual property when performing its obligations hereunder. All tangible and intangible intellectual property rights to any property created by the Contractor shall be held exclusively by the Contractor.
3.2. This Contract does not provide for any transfer of any of the Contractor’s intellectual property rights to the Customer. The Contractor shall not provide the Customer with any licences or permits regarding the Contractor’s intellectual property. The Customer shall not acquire and may not register any intellectual property rights to any property created by the Contractor.
3.3. As part of the provision of services, the Customer grants the Contractor and his contractors the right to use his intellectual property free of charge, including trademarks and copyrights to the relevant content.
4. Liability of the Parties. Dispute Resolution.
4.1. The Parties shall be liable for a failure to perform or improper performance of their obligations hereunder in the amount and on the grounds provided for by the effective legislation of Ukraine.
4.2. In any case, the Contractor’s liability hereunder shall not exceed the cost of the Services that have not been provided to the Customer or were provided with poor quality.
4.3. The Contractor shall not be liable for:
4.3.1. actions of third parties;
4.3.2. cases where the Customer does not receive the desired result from the Services properly provided;
4.3.3. content and information of the resources available by links on the website;
4.3.4. other cases and violations arising through no fault of the Contractor.
4.4. The Contractor shall not be liable for a failure to perform or improper performance of this Contract as a result of force majeure.
4.5. All disputes arising between the Parties under this Agreement, the Parties must resolve independently through negotiations. Suppose the Parties have not reached an agreement in the course of negotiations within 30 (thirty) calendar days from their commencement date. In that case, the dispute shall be considered and resolved by the relevant court, according to Ukraine’s legislation.
5. Duration of the Contract.
5.1. This Contract shall be effective for six calendar months upon its execution and shall be automatically extended for an indefinite period unless the Parties have agreed upon termination thereof in writing.
5.2. The Customer has the right to unilaterally withdraw from this Agreement if he notifies the Contractor of the refusal not later than 10 working days before the proposed termination date. In any case, termination of this Agreement is possible not earlier than the full provision of paid services. In case of termination of the Agreement by the Customer, who is serviced on a subscription basis, the latter is obliged to pay the Contractor the cost of half of the monthly subscription fee to finalize the project and hand over the relevant affairs.
5.3. The Contractor has the right to terminate this Agreement unilaterally on the basis of notification at any time. In case of early termination of the Agreement, the payment may be partially or fully refunded by agreement of the parties. Payment is indicatively refundable as follows:
1. In case of payment of the subscription fee, the refund takes place, taking into account the date of termination of the contract.
2. In the case of hourly payment, the refund is made taking into account the number of hours actually worked.
3. If a flat fee is paid, the refund is based on the number of hours actually worked multiplied by the minimum hourly wage of 40 USD.
5.4. The Contractor may amend this Contract at its own discretion at any time without prior notice. The Customer may not make any amendments to this Contract.
6. Final Provisions.
6.1. The Parties shall enter into this Contract on the principle of legal equality. No provision hereof shall be deemed to create any agency or subordination relations between the Parties. The Parties shall not act as representatives of each other and shall not make transactions on behalf of the other Party.
6.2. Invalidity of any provision of this Contract shall not entail invalidity or nullity of this Contract as a whole. Waiver or inability of either Party to enforce any provision of this Contract shall not be deemed as a waiver of such Party of this Contract as a whole or any provision of this Contract.
6.3. The Parties shall not have the right to assign or otherwise transfer the claim under the obligations hereunder.
6.4. Correspondence between the Parties in any form (including, but not limited to, e-mail communication or communication in social media using messengers or Worksection (worksection.com/work.roman.ua)) shall remain effective upon conclusion of this Contract and may be taken into account for its interpretation.
6.5. This Contract is made in the electronic form and shall have the same legal force as if made in the paper form, sealed and signed by the Parties.
6.6. This Contract and all related documents are made in Ukrainian. Any translation of this Contract or any version thereof into languages other than Ukrainian shall be used for convenience only. In case of any discrepancies between the Ukrainian version and a version in any other language, the Ukrainian version shall prevail.
6.7 This Contract was posted on the website and was last updated on 15 March 2021.