Public Offer Agreement for Ordering Services of the “i love my team” Project

This document, the provisions of which are set forth below, constitutes a public agreement. In accordance with Articles 633 and 641 of the Civil Code of Ukraine, the terms of this public agreement (offer) are identical for all customers of the services provided by the “i love my team” Project.

• 01

  Subject of the Agreement

  • 1.1. The Contractor undertakes to provide the Customer with information and consulting services and/or services for the development of digital products, and the Customer undertakes to accept and pay for such Services under the terms of this Agreement.

  • 1.2. The names of the Services, units of measurement, quantity, price per unit of service, penalties, the method of determining the Agreement price, and the stages of service delivery provided under the terms of this Agreement shall be agreed upon by the Parties and specified in the Brief or Technical Specification, which form an integral part of this Agreement.

  • 1.3. The Contractor guarantees compliance with copyright, related rights, or other third-party rights during the performance of its obligations under this Agreement.

• 02

  Agreement Price and Payment Procedure

  • 2.1. The Agreement price consists of the total cost of the Services provided to the Customer during the term of this Agreement.

  • 2.2. The price for the Services is specified in the invoice in the national currency of Ukraine and includes all direct expenses of the Contractor related to the fulfillment of its obligations under the Agreement, including taxes, fees, and mandatory payments payable or to be paid by the Contractor.

  • 2.2.1. For Customers who are not residents of Ukraine and do not have bank accounts in Ukraine and are unable to make payments in the national currency, the price for the Services may be specified in a foreign currency—Euro (EUR) or US Dollars (USD).

  • 2.3. All bank fees and other charges levied by the Customer’s bank (whether resident or non-resident), as well as by correspondent banks (in case of international payments by non-resident Customers), related to the transfer of funds, shall be fully paid by the Customer.

  • 2.4. The Contractor is only responsible for paying the fees charged by its bank in Ukraine related to the receipt of funds. The amount to be credited to the Contractor’s account must match the full amount specified in the Invoice.

  • 2.5. The method of determining the Agreement price—Fixed Price, Time & Materials, or Milestone-based pricing—shall be determined and agreed upon by the Parties in the Brief and the Technical Specification, or in the relevant Invoice, which are integral parts of this Agreement.

  • 2.6. Payments for the Services shall be made via bank transfer under the terms set out in clauses 2.6.1 to 2.6.3 of this Agreement by transferring funds to the Contractor’s bank accounts specified in the Invoice.

  • 2.6.1. Payment for Services provided by the Contractor on a Fixed Price basis shall be made by the Customer either as a 50% prepayment of the Agreement price and 50% upon full completion of the Services, or as 100% post-payment based on the Contractor’s Invoice within three (3) business days.

  • 2.6.2. Payment for Services provided by the Contractor on a Time & Materials basis shall be made by the Customer twice a month, based on the number of hours actually worked by the Contractor’s specialists and the hourly rates agreed upon in the Technical Specification, as indicated in the relevant Invoice issued together with a report on time spent specifying the completed tasks, within three (3) business days from the date of the Invoice.

  • 2.6.3. Payment for Services provided by the Contractor on a Milestone basis shall be made by the Customer as a 100% prepayment for the first milestone, and for each subsequent milestone after the full completion and acceptance of work under the previous milestone, based on the Invoices issued by the Contractor within three (3) business days from the date of the Invoice.

  • 2.7. The Agreement price may be increased if, during the provision of Services under the Fixed Price or Milestone model, additional work outside the initially agreed scope specified in the Brief and the Technical Specification becomes necessary. The cost, deadlines, and procedure for such work shall be agreed upon by the Parties separately. These changes shall be formalized as a separate Appendix to the Agreement and paid for by the Customer based on a separate Invoice.

  • 2.8. Payment by the Customer for the Contractor’s Invoice confirms the unconditional acceptance of the Services provided in full.

  • 2.9. The Customer’s obligation to pay for the Services under this Agreement shall be deemed fulfilled at the moment the funds are credited to the Contractor’s account.

• 03

  Terms and Procedure for Service Delivery

  • 3.1. The timeframe for the provision of Services shall be determined by the Parties in the Brief or Technical Specification, which are integral appendices to this Agreement.

  • 3.2. The Services shall be provided by the Contractor remotely.

  • 3.3. Upon completion of the Services, the Contractor shall send the Customer an Invoice via email or other official telecommunications means specified in Clause 9.6 of this Agreement, indicating payment deadlines and the documentation agreed upon by the Parties in the Brief or Technical Specification. The Customer shall, within ten (10) business days, pay the final Invoice, thereby confirming the acceptance of the work in full, or within the same period provide a reasoned refusal specifying the reasons for such refusal.

  • 3.4. The obligation to prepare the final Invoice and the documentation agreed upon by the Parties in the Brief or Technical Specification rests with the Contractor.

  • 3.5. The date of acceptance of the Services in full shall be the date of payment of the Invoice with a payment term of ten (10) days.

  • 3.6. If the Contractor does not receive a reasoned refusal within the period established in Clause 3.3 of this Agreement, the Services shall be deemed fully provided from the date of payment of the final Invoice.

  • 3.7. The Parties agree that this Agreement, its Appendices, Additional Agreements, as well as documents related to its execution, may be concluded by the Parties in the form of an electronic document using a qualified electronic signature. Such documents, sent to each other via telecommunications means or on electronic media, shall be considered originals.

  • 3.8. An electronic document shall be considered concluded and signed by both Parties on the date specified in the text of such electronic document.

  • 3.9. The use of electronic document management and telecommunications by the Parties shall be carried out in accordance with the Laws of Ukraine "On Electronic Documents and Electronic Document Management," "On Electronic Identification and Electronic Trust Services," and "On Electronic Commerce".

• 04

  Rights and Obligations of the Parties

  • 4.1. The Customer shall:

  • 4.1.1. Make timely and full payment for the Services in accordance with the issued Invoices;

  • 4.1.2. Accept the Services provided in accordance with the terms of this Agreement or submit a reasoned refusal within the period specified in this Agreement;

  • 4.1.3. Upon the Contractor’s request, provide the Contractor with information necessary for the provision of the Services under this Agreement, within the agreed timeframe;

  • 4.1.4. Either personally interact with the Contractor’s specialists or appoint a person responsible for such interaction to ensure the proper provision of the Services by the Contractor;

  • 4.1.5. Upon the Contractor’s request, approve in writing any changes to the Technical Specification proposed by the Customer.

  • 4.2. The Customer shall have the right to:

  • 4.2.1. Require the Contractor to provide the Services within the timeframe specified in this Agreement and in the scope agreed by the Parties;

  • 4.2.2. Increase or decrease the scope of the ordered Services, provided that the Customer notifies the Contractor in writing at least thirty (30) business days before the date of implementation of such changes to the scope of the Agreement;

  • 4.2.3. Refuse the Services of the Contractor prior to the expiration of this Agreement by notifying the Contractor in writing through official communication channels no later than thirty (30) business days in advance and by making payments to the Contractor for the Services actually provided, plus payment for the subsequent thirty (30) business days, calculated based on the previous comparable period (Time & Materials) or the next work stage (Milestone), in accordance with the terms of this Agreement set forth in Clauses 2.6.2 and 2.6.3.

  • 4.3. The Contractor shall:

  • 4.3.1. Provide the Services in a quality manner and within the timeframe specified in this Agreement;

  • 4.3.2. Not use, transfer, or disclose any information received from the Customer that is confidential or constitutes a trade secret beyond what is necessary for the performance of this Agreement. The Contractor shall not disclose such information obtained in connection with the performance of this Agreement to any third parties or use any created documentation in its own activities or in relations with third parties not related to the performance of this Agreement, without the prior written consent of the Customer.

  • 4.4. The Contractor shall have the right to:

  • 4.4.1. Timely and fully receive payment for the Services provided in accordance with this Agreement;

  • 4.4.2. In the event of non-fulfillment by the Customer of its obligations to pay for the Services provided, terminate this Agreement early by notifying the Customer in writing thirty (30) business days prior to the termination date.

• 05

  Intellectual Property Rights

  • 5.1. All exclusive proprietary intellectual property rights to the intellectual property objects created by the Contractor during the provision of Services under this Agreement shall transfer to the Customer, including the right to use, reproduce, distribute, publicly display, adapt, and perform other actions provided for in Article 427 of the Civil Code of Ukraine.

  • 5.2. The moment of transfer of proprietary intellectual property rights from the Contractor to the Customer shall occur upon full payment for the Services under this Agreement.

  • 5.3. The scope of rights transferred in respect of the defined intellectual property objects shall be agreed upon and documented by the Parties in a supplementary agreement to this Agreement.

  • 5.4. The Contractor retains the right to use the created intellectual property objects, including the right to exercise non-proprietary intellectual property rights, in particular in its Portfolio, provided that such use complies with intellectual property legislation and does not violate confidentiality.

• 06

  Liability of the Parties and Dispute Resolution Procedure

  • 6.1. In the event of non-fulfillment or improper fulfillment of their obligations under this Agreement, the Parties shall bear liability as provided by the applicable legislation of Ukraine and this Agreement.

  • 6.2. In the event of non-fulfillment or untimely fulfillment of their obligations, the Parties shall be liable in the form of penalties (liquidated damages, fines, or penalties) in the amount and on the terms specified in the Brief or Technical Specification, which are integral appendices to this Agreement. The absence of such penalties in the appendices shall not release the Parties from liability in accordance with the Civil Code of Ukraine. If such penalties are not specified, the provisions of Article 611 of the Civil Code of Ukraine shall apply.

  • 6.3. All disputes arising out of or in connection with this Agreement, or those arising during the performance of the terms of this Agreement, shall be resolved through negotiations between the authorized representatives of the Parties. If the dispute cannot be resolved through negotiations, it shall be settled in court at the expense of the claimant.

• 07

  Force Majeure

  • 7.1. The Parties shall be released from liability for non-fulfillment or improper fulfillment of their obligations under this Agreement in the event of force majeure circumstances that did not exist at the time of acceptance of the Offer and that arise beyond the control of the Parties (accidents, disasters, natural calamities, epidemics, war or its escalation on the territory of the Contractor’s country and related risks such as interruptions in power supply or communication) which the Party could not have objectively foreseen or prevented, if these circumstances impede the proper fulfillment by the Party of its obligations under this Agreement.

  • 7.2. If military actions (active hostilities) that make it impossible for the Parties to fulfill their contractual obligations commence on the territory of either the Client or the Contractor, such circumstances shall be considered force majeure.

  • 7.3. A Party that is unable to fulfill its obligations under this Agreement due to force majeure shall notify the other Party in writing within ten (10) calendar days from the date of occurrence of such circumstances.

  • 7.4. The deadlines for the Parties’ performance under this Agreement may be extended for the duration of the force majeure circumstances and their consequences.

  • 7.5. If the force majeure circumstances continue for more than thirty (30) calendar days, and the Parties, through negotiations, conclude that it is impossible to continue performing the obligations under this Agreement, either Party shall have the right to terminate this Agreement in accordance with the terms described in Clause 4.2.3.

  • 7.6. Force majeure does not release either Party from the obligation to pay for the services already rendered.

• 08

  Term of the Agreement

  • 8.1. This Agreement shall remain in effect until the Parties fully perform their obligations under this Agreement after the Client (Acceptance) performs any of the following actions:

  • making a partial or full prepayment for the Services in accordance with the Invoice;

  • providing written confirmation (including via email sent to i.love.my.team.2023@gmail.com) оf their consent to receive the Services under the terms set out in the Contractor’s commercial offer;

  • completing the "Order" online form on the Contractor’s Website and indicating acceptance of the terms of this Agreement.

  • 8.2. The Agreement may be terminated early by mutual written consent of the Parties, provided that Clause 4.2.4 of this Agreement has been fulfilled.

  • 8.3. Expiration of the term of this Agreement shall not release the Parties from liability for any breaches that occurred during the term of the Agreement.

• 09

  Other Terms and Conditions

  • 9.1. This Agreement is concluded in Ukrainian, with the Parties fully understanding its terms and terminology. Ukrainian and Polish translations of this Agreement are available on the website at the following links: https://www.ilovemyteam.online/ua/oferta та https://www.ilovemyteam.online/pl/oferta. In the event of any discrepancies between the Ukrainian version and the translated versions, the Ukrainian text shall prevail.

  • 9.2. All annexes and amendments to this Agreement made by the Parties during its performance shall form an integral part of this Agreement and shall be legally binding if made in writing, signed by the Parties, and affixed with their seals (if available).

  • 9.3. Electronic exchange of documents and notices under this Agreement via the email addresses specified in this Agreement shall be considered as performed in writing.

  • 9.4. The Parties agree that the materials, information, and data regarding this Agreement are confidential and shall not be disclosed to third parties without the prior written consent of the other Party, except where such disclosure is required by competent authorities, documents required for the performance of the Agreement or the payment of taxes or other mandatory payments, as well as in cases provided for by the applicable laws of Ukraine governing the Parties’ obligations under this Agreement.

  • 9.5. The Parties agree that the official channels of communication for fulfilling the terms of this Agreement are the email addresses i.love.my.team.2023@gmail.com and susanna.salata@gmail.com. Additional email addresses and messengers for social media communication with the Contractor’s representatives may also be used.

  • 9.6. For the purpose of complying with data protection legislation, the Parties agree that the Privacy and Data Protection Policy of the “i love my team” Project, published at the following link: https://www.ilovemyteam.online/en/policy, constitutes an integral and inseparable part of this Agreement.

  • 9.7. The Contractor reserves the right to amend or supplement the terms of this Agreement by posting an appropriate notice and a new version of the Agreement on this page, specifying the date of the most recent changes.