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Republic of Belarus, Minsk
Publication date: January 6, 2021
Date of entry into force: January 6, 2021


1. GENERAL PROVISIONS

1.1. This document is an official offer (public offer) of Individual Entrepreneur Mitenkov Dmitriy Valerievich (Unique Taxpayer's Number (UNP) 193173841), hereinafter referred to as "Contractor," and contains all essential terms of provision of services involving "amoCRM" ECM software configuration and support to any legal or natural person, hereinafter referred to as "Customer."
1.2. In compliance with the provisions of paragraph 3 of article 408 of the Civil Code of the Republic of Belarus, the commission of actions of fulfilling the Agreement terms (amongst other things, payment for the services) shall be deemed an acceptance of the Offer. The Agreement shall be deemed to have been executed without signing in each particular case, as the acceptance of the Offer is equivalent to the execution of the Agreement in the terms expressed below. Payment of the Invoice without specifying the Account number and / or by a third party in the payment order, or after the expiration of the period for the acceptance of the offer, is not allowed and is not considered an acceptance of this offer, unless the Customer, at his discretion, has recognized such payment as a proper acceptance of the offer.


2. THE SUBJECT OF THE OFFER

2.1. Under the provisions of the Offer Agreement, the Contractor is obliged as per the Customer's order to render the services, and the Customer is obliged to pay for services rendered by the Contractor in the procedure, within the scope stipulated, and as provided for in this Offer Agreement.
2.2. The services are provided via the Internet using the API of the amoCRM cloud service (https://www.amocrm.ru).
2.3. The service provision period under the Offer Agreement is one (1) month.
2.4. The cost of services under the Offer Agreement is five hundred and sixty (560) euro per month.
2.5. A complete list of "amoCRM" ECM software configuration and support services is specified in the Price List published by the Contractor on the Internet at http://leadfactor.by/oferta/eng/crm-maintenance/price.
2.6. The Contractor provides the Services to the Customer only in the event of payment subject to compliance with the established rules and due dates.
2.7. The payment (full or partial) by the Customer for the selected Service makes the acceptance of the Offer.
2.8. The offer acceptance period is ten (10) business days from the day of receipt of the Proforma Invoice by the Customer. The offer acceptance period shall be deemed met should the Contractor have received the acceptance within the aforementioned period.
2.9. In instances in which the acceptance is received late, the acceptance is not deemed late should the Contractor fail to immediately notify the Customer about the late receipt of the acceptance. Should the Contractor immediately inform the Customer of accepting late offer acceptance, the Agreement shall be deemed to have been executed.
2.10. The Agreement shall come into effect upon the completion of acceptance and shall remain in force until all obligations have been fully completed by the Parties.
2.11. The Contractor shall proceed with providing the Services within ten (10) business days after the acceptance of the Agreement as agreed upon with the Customer.


3. THE RIGHTS AND OBLIGATIONS OF THE PARTIES

3.1. The Contractor is obliged to:
3.1.1. Provide Services with due diligence and in time in accordance with the terms of the Offer Agreement.
3.1.2. In providing services, not infringe the rights of third parties, not engage in unlawful usurpations and plagiarism, not use statute-prohibited promotional practices.
3.1.3. Immediately inform the Customer about the impossibility of rendering the services within the period specified in the Price List.
3.2. The Contractor has the right to:
3.2.1. Refuse provision of the Services to the Customer in the event of lack of payment (or incomplete payment) for the Services as it falls due.
3.2.2. Unilaterally determine the cost and scope of all provided Services by publishing the amended Price List on the Internet at http://leadfactor.by/oferta/eng/crm-maintenance/price.
3.2.3. Unilaterally change the terms of this Agreement by publishing the amended Agreement on the Internet at http://leadfactor.by/oferta/eng/crm-maintenance.
3.2.4. Employ joint contractors at its discretion for provision of services.
3.2.5. Request any sort of information from the Customer necessary to perform its obligations under the Offer Agreement. In the event of lack of provision or the incomplete or incorrect provision of information by the Customer, the Contractor has the right to withhold performance of its obligations under the Offer Agreement until the required information is provided.
3.2.6. Seek timely payment for services.
3.2.7. Publish information about the Customer on Contractor's websites and in PDF presentations and print promotional materials for advertising its services.
3.3. The Customer is obliged to:
3.3.1. Timely pay the selected Services of the Contractor conformably to the set at the time of payment prices.
3.3.2. Without undue delay, provide to the Contractor all information and documentation necessary for the provision of Services.
3.4. The Customer has the right to:
3.4.1. Take delivery of purchased Services from the Contractor subject to the terms and conditions of this Offer Agreement.
3.4.2. Check the proper execution by the Contractor of its obligations under this Agreement without interfering with Contractor's activities.
3.4.3. Obtain complete and accurate information from the Contractor concerning the terms and conditions for the provision of services.


4. PROCEDURE FOR ACCEPTANCE AND DELIVERY OF RENDERED SERVICES

4.1. The acceptance of the Services rendered in accordance with clause 2.1 of the Offer Agreement is confirmed monthly by signing the Service Delivery Report. The Contractor, within five (5) business days upon the end of the month in which services were rendered, shall forward to the Customer a scanned copy of the corresponding Report to the Customer's email address and the original by post or via the EDM (Electronic Document Management) system.
4.2. The Customer is obliged within five (5) business days from the date of receipt of the Report either to sign it and send one (1) copy to the Contractor or to send a reasoned refusal of acceptance of the services to the Contractor by sending it by post or via the EDM system and sending a scanned copy of the refusal to the Contractor's email address.
4.3. It is agreed and understood that if within five (5) business days from the date of receipt of the Service Delivery Report the Customer shall not sign the Report provided by the Contractor or shall not provide valid objections against its subscription to the Contractor within the specified period, the obligations of the Contractor under the Agreement shall be deemed to have been duly executed, and unilaterally signed by Contractor Reports shall have full force and effect.
4.4 The Contractor's obligations to send the Certificate to the Customer will be deemed to have been duly fulfilled, in particular, if an electronic document is posted - an Act signed using electronic digital signature means in the Customer's personal account in the Quidox.by web service or if such an Act is received by the Customer by e-mail, whose address was indicated by the Customer during registration on the Contractor's website.


5. PAYMENT TERMS AND DUE DATES

5.1. The payment for the Contractor's Services by the Customer shall be made by money transfer to the Contractor's bank account (account and bank details of the Contractor are specified in the Agreement).
5.2. The Services shall be provided to the Customer on an advance-payment basis, whereas monthly payments for Contractor's services is permissible. The payment for the following month must be made by the Customer within seven (7) consecutive days prior to the beginning of the next following of rendering services.


6. RESPONSIBILITIES OF THE PARTIES

6.1. For failure to perform or improper performance of obligations under this Agreement, the Customer and the Contractor shall incur liability under the applicable law of the Republic of Belarus.
6.2. The responsibility of the Customer and the Contractor, including expectation damages and any direct actual damage, is limited to the price of the Agreement.
6.3. The Contractor is not responsible for the inability to service the Customer for any reasons beyond its control, and where due to the fault of the Customer, the payment made for the service shall not be refunded.
6.4. The Contractor disclaims any responsibility for harm caused to the activities of the Customer or of persons represented by it in the event of improper performance of its obligations under this Agreement and/or violation of the requirements of the Contractor.
6.5. By paying for the Services of the Contractor under the Offer Agreement, the Customer yields to the terms of this Agreement and agrees that it shall not be entitled to demand from the Contractor any compensation for moral or material harm or harm caused to the Customer during the term of this Agreement and upon expiration of the term thereof, except for the cases expressly stipulated by the legislation of the Republic of Belarus and this Agreement.
6.6. Under no circumstances is the Contractor responsible under the Offer Agreement for: a) any acts or omissions constituting a direct or indirect result of acts/omissions of any third party; b) any consequential and/or expectation damages of the Customer and/or third parties, regardless whether the Contractor could anticipate the possibility of such damages or not.


7. THE GROUNDS AND PROCEDURE FOR TERMINATION OF THE AGREEMENT

7.1. The Agreement may be terminated by agreement of the Parties and unilaterally by written request of either Party on the grounds provided for in the Agreement and stipulated by legislation of the Republic of Belarus.
7.2. The Agreement shall be terminated unilaterally only at the written request of either Party within fifteen (15) consecutive days from the date of receipt of such request by a Party.
7.3. The Customer has the right to refuse from the services of the Contractor unilaterally from the month following the current month of rendering services, giving the Contractor a written notice fifteen (15) consecutive days prior to the following month of rendering services. In the event of failure to notify the Contractor fifteen (15) consecutive days prior to the beginning of the following month of services, the Customer shall be charged a forfeit of fifty per cent (50%) of the cost of services for the following month which amounts to nineteen thousand five hundred (280) euro.
7.4. In the event of a unilateral refusal of the Customer of the Contractor's services, the payment made for the current month of rendering services is not refunded and is not carried forward to another Service.
7.5. The customer has the right to refuse the services of the Contractor without specifying the reasons within 30 days of the first month of the service. In this case, the Contractor undertakes to return the entire amount of money paid by the Customer for the crm-support service within 5 banking days from the date of receipt of a written notification about the refusal of the Contractor's services.


8. CONFIDENTIALITY

8.1. The Contractor undertakes to not disclose the confidential information which became available to it as a result of the discussion of the terms and conditions of the Agreement both orally and in writing, amendment of the Agreement, execution of the Agreement with the Customer, and in the process of rendering services under this Agreement.
8.2. The Parties undertake not to disclose or convey confidential information to third parties and not to use it otherwise, except for performing tasks under this Agreement.
8.3. The Parties undertake to take all necessary measures for non-disclosure of confidential information and other information that became known to them as a result of performing their obligations under the Agreement.
8.4. Confidentiality duty is continuing.
8.5. Confidential information does not include information that:
8.5.1. is already known or available to a Party at the time of its conveyance;
8.5.2. becomes publicly available at the time of conveyance or afterwards, and to which access was provided by the conveying Party to third parties on an unrestricted basis;
8.5.3. became publicly available otherwise, through no fault or omission and not as a result of a breach of this Agreement;
8.5.4. was conveyed without confidentiality duty, whereas the transfer was expressly authorised in advance by the conveying Party in writing.
8.6. If either Party allows or commits the disclosure of confidential information, it shall reimburse the other Party for the duly documented inflicted damages in the amount not to exceed the price of this Agreement.


9. THE CONDITION OF HANDLING AND USE OF PERSONAL DATA

9.1. The Customer confirms that it personally and voluntarily agreed to the collection, transfer and storage of the following data:
Surname, name, patronymic, email address, contact telephone number, date of birth, region, city, organisation, position, and AmoCRM subdomain, API keys and email of each Authorised User (collectively, "personal data") for processing with the purpose of further identification when rendering services.
9.2. The Contractor shall process personal data by performing an action (operation) or a set of actions (operations) with personal data with the use of automation aids or without the use thereof, including collection, recording, classification, accumulation, storage, validation (updating, modification), extraction, use, transfer (distribution, provision, access), depersonalisation, blocking, deletion, destruction of personal data.
9.3. The Contractor undertakes to take all necessary measures to protect the aforementioned personal data from unauthorised access or disclosure.
9.4. The Customer confirms that it is aware that personal data will not be distributed, communicated to third parties without its consent (except when requested by competent national authorities in compliance with the current statutory requirements, except for transfer of personal data to the processing centre for the purposes of processing the payment made by a bank card or by means of a payment system, and except when communicated to the Contractor's partners under the condition that they undertake obligations to ensure confidentiality). The provided personal data shall be used exclusively for executing the Agreement and performance there of.


10. DISPUTE RESOLUTION

10.1. The extrajudicial procedure of settlement of disputes arising from the Agreement shall be binding on the Parties.
10.2. Claim letters shall be sent by the Parties by courier or by recorded delivery of the postal item to the recipient or through the EDM system.
10.3. Sending of claim letters by the Parties otherwise than specified in clause 10.2. of the Agreement is not permitted.
10.4. The period of the claim letter consideration is fifteen (15) working days from the date of receipt thereof by the recipient.
10.5. Disputes that are not settled by means of negotiations between the Parties under extrajudicial procedure shall be referred to the Moscow City Commercial Court under the current statutory procedure of the Republic of Belarus


11. Recognition of the legal force of electronic documents

11.1. The parties recognize the legal force of the documents signed by the parties bilaterally and specified in the contract, including additional agreements, invoices for payment, acts on the provision of services (performance of work), specifications, price agreement protocols. Restrictions on the use of electronic documents can be established in the cases provided for by the legislative acts of the Republic of Belarus.
11.2. A genuine electronic document is equated to a paper document signed with one's own hand and has the same legal force.
11.3. The Parties undertake, no later than 1 (one) business day, to notify about the revocation of the public key and attribute certificate by sending an electronic notification to the email addresses of the Customer and the Contractor.

12. FINAL PROVISIONS

12.1. Any amendments and additions to this Agreement shall be valid provided that they are made in writing and signed by the duly authorised representatives of the Parties.
12.2. The Parties accept email communications as binding – documents in PDF or JPG format sent by email and deem them equivalent to hard copies signed with a handwritten signature until the receipt of the original documents.
12.3. The Parties shall be released from responsibility for full or partial non-fulfilment of their obligations under the Agreement in the events of force majeure circumstances, such as fire, flood, hurricane, other natural disasters, epidemics, military actions, revolutions, mass riots, other events beyond the reasonable control of the Parties.
12.4. In the event that the Party whose performance of obligations is impeded by circumstances specified in clause 11.3 does not notify the other Party of the occurrence of such circumstances within three (3) days, the former Party shall forfeit the right to refer to such circumstances as to force majeure.
12.5. Upon termination of the circumstances specified in clause 11.3. the Party invoking force majeure shall immediately notify the other Party thereof in writing. The notice shall specify the period within which the obligation under this Agreement is to be fulfilled.
12.6. Without contradicting the terms and conditions of the Offer, the Customer and the Contractor have the right at any time to settle a contract for services in the form of a written, bilateral document.
12.7. In case one or more provisions of the Offer Agreement are invalid, null and void for any reason, such invalidity shall not affect the validity of any other provision of the Offer Agreement, which shall continue in force.
12.8. In all other respects not specified by this Agreement, the Parties shall be governed by the legislation in force of the Republic of Belarus.


13. CONTACT INFORMATION
Communications regarding the terms of this Agreement are accepted by email support@leadfactor.by.

Contractor:
MITENKOV DMITRIY VALERIEVICH
Belarus, Minsk, Tashkentskaya, 26/2-60
Passport MP4329833
PRIORBANK, MINSK, REPUBLIC OF BELARUS
BY59PJCB30130578771010000978
SWIFT:PJCBBY2X
Correspondent bank: АСС. 55045512
RAIFFEISEN BANK INTERNATIONAL AG, VIENNA, AUSTRIA
SWIFT: RZBAATWW