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1. Terms and definitions

1.1. Herein the following terms are applicable:

a) Rules mean this document among with Binding documents.

b) Contractor means IT-LEX LLC (PSRN 1085407014263, TIN 5407053894) that undertakes to fulfill the Order under the Agreement concluded according to these Rules.

c) Agreement means the agreement concluded according to these Rules between the Contractor and the Customer.

d) Reporting period means calendar month attributable to the period from the conclusion of the Agreement until its termination. The beginning of the first Reporting Period shall be the of conclusion of the Agreement; the end of the last Reporting Period shall be the last day of the Agreement's effective period.

e) Website means information system accessible via Internet and other communication networks at the web address /en/solutions along with its related web addresses.

f) Parties mean The Contractor and the Customer of the Agreement concluded according to these Rules

g) Invoice means the document generated by the Contractor that contains terms of the Customer’s order including names of ordered documents, services or legal actions; fee; execution cost; other essential and necessary terms of the Agreement concluded according to these Rules.

h) Order means Customer’s order of a instrument’s draft, services or a set of legal actions that I submitted under these Rules. The terms of the Order are included into the Invoice. The Customer confirms the Order’s terms by the payment of the Invoice or by other actions to acknowledge the Customer’s consent to pay the Invoice under these Rules.

i) Customer means an individual or entity that has submitted the Order under these Rules (as to the concluded Agreement) or that intends to make the mentioned actions (s to the procedure of conclusion of the Agreement).

j) Product means off-the-shelf solutions sold to the Customer under the Agreement. Product could contain instruments, services, or set of legal actions set forth in the Rates.

1.2. Other Terms and Definitions could be used in these Rules besides Terms and Definitions mentioned in the clause 1.1. herein. Such Terms should be defined according to the text of these Rules. In case of failure of the clear interpretation of the Term or Definition, the following order of interpretation should be used: primary – documents that constitute the Agreement between the Parties; secondary – Binding documents; then – the Russian Federation legislation, business practice and science doctrine.

1.3. Any link herein to the clause (chapter) and/or their conditions means the related link to these Rules (their chapter) and/or their conditions.

2. Subject matter and entry procedure of the Agreement

2.1. The Agreement concluded according to these Rules may contain elements of various types of contracts. Statutory provisions applicable to the type of contract whose elements are contained in the Agreement shall apply in respective parts to the relationships of the Parties.

2.2. In case draft of instrument is ordered the statutory provisions of sales contracts shall apply to the relationships of the Parties.

2.3. In case of order of consultation or legal services the statutory provisions of service contracts shall apply to the relationships of the Parties.

2.4. The agency agreement rules are applicable to the Parties’ relationships in case the Customer orders the transaction on the Customer’s behalf or perform other legal actions in the Customer’s interest.

2.5. The subject matter of each Agreement is defined in the Invoice accepted by the Customer or in the Contractor’s Report. In case the Product’s description contains list of related documents, services or legal action the subject matter should be defined according to the Product’s name.

2.6. In case the Customer has paid the Invoice under its conditions or the Customer has performed other actions to acknowledge the Order fulfillment conditions (i.e. the Customer has provided the information or documents to legal analysis, has confirmed the Report, has fulfilled a corresponding obligation under the Order in full or in part) that means the Customer has fully confirmed the Order to the Contractor and the Customer has unconditionally accepted the Contractor’s offer to enter into the Agreement for the Order.

2.7. The acceptance of the Invoice or of the Report means the Customer’s acknowledgement and unconditional accept of these Rules including Binding documents mentioned herein and makes the Agreement between the Parties according to these Rules and related Invoice or Report.

2.8. The term of the Agreement shall be the period since the acceptance of the Invoice by the Customer until the Order is fulfilled according to the Invoice terms unless Invoice has other conditions. In case the Invoice does not stipulate time limit for execution of the Order the Agreement shall be deemed concluded for indefinite term.

2.9. In case the Agreement is concluded by the acceptance of the Report the conditions of such Agreement are applicable for the Parties’ relationships that took place before the Agreement date.

2.10. Unlimited number of Agreements could be concluded under these Rules, including the Agreements with fully or partly matched effective terms.

3. The Order’s fulfillment procedure and conditions

3.1. The obligatory condition for the Contractor’s fulfillment of the Order is the full and unconditional acceptance by the Customer of the requirements and conditions set by the following Binding documents:

3.1.1. Rates – located and/or accessible via the Website information used by the Contractor for the fee calculation as for the Order date including the information about the Product’s name, content and provided guarantees.

3.1.2. Privacy Policy – located and/or accessible via Website in the Internet /agreements/privacy_policy/ which sets the procedure of usage of the confidential information and personal data of the Parties.

3.2. Binding documents mentioned in the clause 3.1. herein are incorporated part of the Rules.

3.3. Orders, assignments and recommendations for their fulfillment can be submitted by Customer at his discretion in oral or written via phone, fax, email or postal service. Orders, assignments and recommendations for their fulfillment can be recorded by the Contractor in any form and can be confirmed by Invoices, Reports and other documents and actions accepted by the Customer.

3.4. For the purposes of the Agreement the Parties agreed to treat the Order fullfilled partly or in full in case of: transfer of a pre-made or newly developed document, consultation, the claim or review on it, other actions performance or event occurrence according to the nature of the Order.

3.5. The transfer of a pre-made or developed document, written consultation, other written results under the Agreement can be made by the Contractor via hard copy, electronic media, filing of the document to the related authority or institution, performance of other actions according to the nature of the Order.

4. Parties’ rights and obligations

4.1. The Customer shall have the right to:

4.1.1. Demand the proper fulfillment of the Contractor’s obligations under the Agreement;

4.1.2. Guide the Contractor about forms and methods of the Order’s fulfillment;

4.1.3. Require the Contractor’s Reports;

4.2. The Customer shall undertake to:

4.2.1. Pay for the Agreement’s fulfillment in a timely manner and pay in advance for the executional cost;

4.2.2. Provide the Contractor with all the necessary information at the Contractor’s request as well as in other way cooperate with the Contractor for the proper fulfillment of the Contractor’s obligations;

4.2.3. Send the representative at Customer’s request to the Contractor or to authorities or institutions in case of necessity;

4.2.4. Reimburse the Contractor’s documented expenses under the Agreement;

4.2.5. Provide the Contractor with the power of attorney with enough rights for the proper fulfillment of the Order.

4.3. The Contractor shall have the right to:

4.3.1. Demand the proper fulfillment of the Customer’s obligations under the Agreement;

4.3.2. Request all the necessary information and documents form the Customer as well as other cooperation for the proper fulfillment of the Contractor’s obligations;

4.3.3. Suspend or decline the fulfillment of the Order in case of lack or failure of provision of the necessary information and/or pre-payment failure by the Customer

4.3.4. Terminate the Agreement in case of Customer’s breach of fee payment or expenses reimbursement terms.

4.4. The Contractor shall undertake to:

4.4.1. Properly fulfill the Customer’s Orders in a timely manner according to the Russian Federation legislation conditions;

4.4.2. Provide the Customer with the Reports;

4.4.3. Provide the Customer with all the necessary supportive documents for the Order’s execution.

5. Fee and expenses under the Agreement

5.1. The fee rate under the Agreement is calculated under the Product’s Rates as in effect on the Order date unless otherwise is stipulated by the Invoice for the Order.

5.2. In case of the actual acceptance and fulfillment of the Order without the Invoice the fee is calculated under the Product’s Rates as in effects on the Order fulfillment date.

5.3. The total fee for the Report period is calculated according to the Products’ names, volume and terms of their provision, and the rate.

5.4. The execution cost for the Order fulfillment may be agreed by the Parties in advance in relevant Invoice. In case of unexpected expenses, the Contractor informs the Customer about the sum and the reason of such expenses. The Customer has the right to decline such expenses within two days since the notification date (unless other terms is necessary according to the circumstances) otherwise the Customer’s consent is assumed.

5.5. The amount of the actual expenses should be confirmed by the Contractor by the certified copies of supportive documents along with the Report for the related Order.

5.6. The fee rate may be changed by the sole decision of the Contractor. The Contractor undertakes to inform the Customer before the start of the calendar month when the fee rate change comes into force. The Customer has the right to terminate the Agreement if the Customer does not agree with the new fee rate by the written notification to the Contractor before the start of the calendar month when the new fee rate comes into force. Otherwise the Customer’s consent is assumed and new rated are implicitly agreed since the first day of the month following the month of notification unless another term is specified.

6. Reporting

6.1. Not later than the fifth day of the month following the Reporting period, the Contractor undertakes to provide the Customer with the Report for the current Orders under the Agreement (hereinafter referred to as the “Report”). The Report shall include the information on the Orders fulfilled in the Reporting period, the fee sum, as well as the expenses incurred.

6.2. The Contractor emails the Report to the Customer and simultaneously sends the hard copy via postal service. The Report is considered to be received at the moment the Customer’s mail server replies on the delivery. Prior to the receipt of the Report’s hard copy, its electronic copy with the attached documents received by email shall have full legal force.

6.3. The Customer shall review the Report within 2 (Two) days from the date of its receipt. The Customer undertakes to send to the Contractor written reasoned objections, if any, before the end of the above-mentioned period for review.

6.4. The Parties shall recognize the Contractor's Report as the primary accounting document sufficient to confirm the fact of fulfillment of the Order, the rate amount and the incurred expenses amount. The Parties agreed that the Report shall have the meaning of the Act of services acceptance or an act of delivery of goods, depending on the type of Product sold under the relevant Order.

6.5. Orders shall be deemed fulfilled in full and with due quality from the date of the Report, if the Customer fails to send reasoned objections thereto within the term specified in clause 6.3 herein.

7. Payment under the Agreement

7.1. The currency of this agreement is US dollars. All payments shall be made in US dollars by wire transfer to the bank account indicated in the Invoice.

7.2. Payment for Products and expenses under the Orders shall be made by the Customer by 100% advance payment, unless otherwise stipulated by the Invoice.

7.3. If the Products are provided or expenses are incurred by the Contractor within the Reporting period without advance payment from the Customer, fee or expenses shall be paid and/or reimbursed by the Customer in full no later than the 3rd (Third) day of the month following the Reporting period.

7.4. The date of payment shall be deemed a day when the funds are credited to the bank account of Contractor.

7.5. All fees assessed by foreign correspondent bank shall be paid by at Customer’s expense.

7.6. Customer undertakes to find out whether, and inform Contractor in writing if, Contractor is obliged to perform any duties in the country of Customer’s residence in connection with the Agreement, and/or whether it is necessary to withhold, transfer or otherwise pay in the country of Customer’s residence any duties, taxes or other similar payments (hereinafter referred to individually as the “Taxes”) from the amounts payable to Contractor under the Agreement. The Parties agree that any fee under the Agreement shall not include the foregoing Taxes. In case it is necessary to withhold, transfer or otherwise pay in the country of Customer’s residence any Taxes, this fee shall be increased for the sum of such Taxes.

7.7. Parties agree to provide to each other information or documentation (e.g., certificate of residency or any its equivalent) necessary to enable the Party to apply in accordance with the Treaty in order to reduce or eliminate any withholdings or deductions required by law to be done from any amounts payable under the Agreement.

7.8. For the purposes of this Section, the term "Treaty" means any applicable convention or treaty entered into between the Russian Federation and the country of Customer’s residence, including in relation to the avoidance of double taxation and prevention of evasion of income taxes, and any amendments, instructions, and protocols to such conventions or treaties and any revisions thereof.

8. Parties Responsibility. Force Majeure. Dispute Resolution

8.1. Failure or improper fulfillment by the Parties of the terms of the Agreement entails liability under the legislation of the Russian Federation.

8.2. The Parties shall be liable in case of non-performance or improper performance of their obligations under the Agreement in the amount of real damage caused, unless otherwise stipulated herein. However, the total amount of the Contractor’s liability may not exceed the cost of the Products paid by the Customer, upon provision of which the damage was caused.

8.3. The Parties are not liable for partial or full failure to fulfill obligations under the Agreement if this failure was caused by the force majeure circumstances arising after the conclusion of the Agreement as a result of extraordinary events that the Parties could neither foresee nor prevent by reasonable measures. Such emergency events include: flood, fire, earthquake, explosion, subsidence of the soil, epidemics and other natural phenomena, as well as war or military action, a strike in an industry or region, adoption of a legal act by a state authority, local government, which led to the impossibility execution of the Agreement.

8.4. In the event of occurrence and termination of force majeure circumstances, the Party for which it was impossible to fulfill its obligations shall notify the other Party in writing within 3 (Three) days and confirm the existence of such circumstances by a certificate issued by the Chamber of Commerce or other related authority.

8.5. In the failure of timely notification, the Party for which the impossibility of fulfillment of obligations was caused by the mentioned circumstances does not have the right to refer to these circumstances as a basis for exemption from liability.

8.6. In case of force majeure circumstances, the deadline for fulfillment of obligations under the Agreement is postponed proportionally to the time during which such circumstances and their consequences are in force.

8.7. If the circumstances stipulated herein last for more than three months, the Parties shall agree on the fate of the Agreement. If the Parties fail, the Party that is affected by force majeure circumstances has the right to terminate the Agreement by notifying the other Party in writing.

8.8. Applicable legislation. All the issues arising from the Agreement and/or these Rules or related to them, including the conclusion, fulfillment, violation, termination or invalidity of the Agreement are governed by the current legislation of the Russian Federation. All issues not covered in full or partly by the Agreement are also governed by the legislation of the Russian Federation.

8.9. Arbitration. All disputes, disagreements or claims arising from or related to the Agreement and/or these Rules, including the conclusion, fulfillment, violation, termination or invalidity of the Agreement, shall be resolved at the Arbitration Court of Novosibirsk Region according to the current procedural legislation of the Russian Federation.

9. Amendment and early termination of the Agreement

9.1. The Agreement may be amended:

9.1.1. Upon mutual agreement between the Parties by signing an additional agreement or by exchanging written notifications.

9.1.2. Upon the Contractor’s initiative in case it is explicitly stipulated herein, by sending the Customer a notification of upcoming changes at least 10 (Ten) days before the date of their entry into force. In case of disagreement with the changes, the Customer has the right to terminate the Agreement by sending a notification to the Contractor according to the clause 9.2.3. hereof.

9.2. The Agreement may be terminated prematurely:

9.2.1. Upon mutual agreement between the Parties by signing an additional agreement or by exchanging written notifications.

9.2.2. Upon the Contractor’s initiative, in full or in part in case of violation by the Customer of the Customer’s obligations or guarantees set hereby and/or by the Agreement. A notice of termination of the Agreement shall be sent to the Customer in writing no later than 3 (Three) days before the expected date of termination of the Agreement. In this case, the Customer undertakes to reimburse the Contractor’s losses caused by early termination of the Agreement.

9.2.3. Upon the initiative of either Party, in full or in part, subject to the written notification to the other Party at least 15 (fifteen) days before the expected date of early termination of the Agreement. At the same time, the Customer undertakes to fully pay for the Products sold by the time of early termination of the Agreement, and the Contractor refunds the pre-paid amount to the Customer excess the cost of the Products sold by the Agreement early termination date.

9.2.4. Because of other reasons under the applicable legislation and these Rules.

9.3. The financial settlement between the Parties must be made no later than 5 (Five) banking days from the date of termination of the relevant Agreement.

9.4. In case of early termination, the Agreement shall be considered terminated in full or in the relevant part upon expiration of the deadline for preliminary notification.

10. Duration, amendment and early termination of the Rules

10.1. These Rules come into force at the moment of posting on the Website and are valid until their withdrawal.

10.2. The Rules may be amended and/or revoked at any time. Information about the amendment or revocation of the Rules is communicated to the Customer at the Contractor’s discretion by posting on the Website, publication in the media or by sending a notification to the email address provided by the Customer at the conclusion of the Agreement or during its fulfillment.

10.3. In case of the Rules revocation or amendment, the Rules come into force at the moment the information is brought to the attention of the Customer, unless another deadline for their entry into force is determined hereby or additionally upon such communication.

10.4. The Parties relationships under the Agreement are subject to the Rules valid as of the date of conclusion of the Agreement.

10.5. The Binding documents specified in the Rules can be approved, supplemented and amended by the Contractor at the Contractor’s sole discretion and brought to the Customer’s attention similar to the procedure for notifying the Customer of a change in the Rules.

10.6. The Parties’ obligations under the Agreement, which by their nature must keep effect (including obligations related to the guarantees provided, confidentiality, payment, but not limited to those specified), remain the force after the termination of the Agreement until fulfillment.

11. Intellectual property

11.1. All rights to the results of intellectual activity created in course of fulfillment of the Order are reserved by the Contractor, unless otherwise stipulated in the Invoice relevant to the Order.

11.2. For the avoidance of any doubts, the processing of the results of intellectual activity created in course of the fulfillment of Orders, their translation and copying are allowed only with the Contractor’s written consent.

11.3. At publication (posting on the Internet) of the results of intellectual activity created in course of the fulfillment of the Order, the Contractor has the right to require the placement of a hypertext link to the Contractor’s website as follows: “The document was developed by IT-Lex Legal Firm”.

12. Agreement on the handwritten signature equivalent

12.1. The Parties have the right to use the facsimile reproduction of the signature copied mechanically or in another way, simple electronic signature or another equivalent of the handwritten signature including electronic reproduction while documents exchange via email or fax to enter and execute the Agreements hereunder, amending and supplementing the Agreements, including signing Orders, Invoices, additional agreements, Reports and other documentation and notifications under the Agreement.

12.2. The Parties could exchange Orders, Invoices, Reports and other documents under the Agreement between the Parties by fax or email. In this case, subject to the delivery confirmation, the documents transferred via fax or email of the Party stipulated in the Invoice related to the Agreement have full legal force until their originals are received.

12.3. If the Parties use email, the electronic document sent via email is considered to be signed by a simple electronic signature of the sender, created using the sender’s email address.

12.4. The Parties agree that electronic documents signed with a simple electronic signature or with the use of mechanical or other copying, or another equivalent of a handwritten signature are recognized as equivalent to hard copy documents signed with a handwritten signature.

12.5. The recipient of the electronic document shall determine the person who has signed the document by the used email or fax address.

13. Miscellaneous

13.1. All notifications and other documents under the Agreement should be sent to the addresses stipulated in the related Invoice unless otherwise set hereby. Notifications and other documents in writing, when their delivery is required, are sent by registered mail or courier service, other notifications can be sent by fax or email from/to the numbers / emails indicated in the relevant Invoice.

13.2. The Customer agrees to receive informational electronic messages (hereinafter referred to as “Notifications”) to the email address specified in the Invoice or in course of the fulfillment of the Agreement on the following conditions:

13.2.1. The Contractor undertakes to use the Notifications solely to inform the Customer about the progress in the fulfillment of the Agreement, its amendment or early termination, amendments or revocation of the Rules, as well as ongoing promotions and discounts, and new Products.

13.2.2. The Contractor will not accompany the Notifications with advertising messages from third parties.

13.2.3. A notification with the attached electronic documents is considered to be received if there is a response from the mail server about its delivery to the Customer’s email address.

13.3. The Parties undertake to notify each other of the change of details for sending documents and notifications within three days. In case of violation of this duty, correspondence sent to the previous address is considered to be received.

13.4. The Contractor has the right to publicly inform about the fact of conclusion of the Agreement according to these Rules and refer to the Customer as the Contractor’s client.

13.5. If any of the provisions hereof is declared invalid the remaining provisions of the Rules shall keep the force.

13.6. The Parties are entitled to draft at any time a framework Agreement concluded according to these Rules in the form of one document signed by both Parties.

13.7. The current revision of the Rules is available on the Website on the Internet at /en/agreements/offer.

14. The Contractor’s details

IT-LEX LLC
630090, Russia, Novosibirsk, st. Ilyicha, 8, PO Box 309
PSRN 1085407014263, TIN 5407053894
Phone +7-383-286-32-24, info@it-lex.ru, www.it-lex.ru/en

November 18th, 2019 edition

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