Sole Proprietor Demydov Denys Vitaliyovych, acting on the basis of the Articles of Incorporation (hereinafter referred to as the “Contractor”), based on art. 634, 641 and 644 of the Civil Code of Ukraine, hereby makes a public offer to the Contractor’s Customers (hereinafter – the “Public Offer”) intending to use services and execute the Service Agreement (hereinafter – the “Agreement”).
The acceptance of this Public Offer shall be effected by the Customer in the manner defined herein. Upon acceptance of this Public Offer by the Customer the Agreement shall be deemed to have been executed.
The Contractor and the Customer shall be hereinafter separately referred to as the “Party” and collectively – as the “Parties”.
1. TERMS USED HEREIN
1.1. The Customer shall mean an individual or legal entity ordering or intending to order any translation, consulting and/or other services rendered by the Contractor.
1.2. The translation, consulting and other services, hereinafter referred to as the “Services”, shall include, but not limited to:
- translation and interpreting from foreign languages into Ukraine (Russian) and vice versa;
- consultations on any matters falling within the competence of the Customer;
- representation of the Customer before all institutions, entities and organizations, irrespective of their form of ownership and subordination, and any individuals on the matters related to obtainment, renewal, execution and certification of any documents, apostilling and legalization of the documents, etc.
Any certain types and scope of Services shall be defined in the Customer’s request (by e-mail, orally, by telephone, via messengers or by any other means) and agreed upon by the Parties orally or in writing.
1.3. The Public Offer shall mean the Contractor’s offer to execute this Contract under certain terms and conditions (published on the Contractor’s web-site(s)) which is addressed to the general public.
1.4. The Contractor’s Web-Site shall mean the web-page at pereklаd.uа being a principal source of provision of the information to the Customer.
1.5. The Acceptance shall mean a full and unconditional acceptance by the Customer of the terms and conditions of the Public Offer and this Contract without any modifications. The Acceptance may be effected by one of the following means:
- confirmation of the period and cost of the Contractor’s Services by electronic means (including e-mail and messengers);
- making an advance payment to the Contractor for its Services in any manner stipulated by the applicable laws of Ukraine;
- any other actions certifying that the Customer accepts the terms and conditions of the Public Offer, including provision of the documents and information and giving the consent (in particular, by confirming the consent) to the actions to be taken by the Contractor in the Customer’s interests in pursuance of the Customer’s order, orally or by telephone.
2. SUBJECT MATTER OF THE CONTRACT
2.1. This Contract shall be a standard form contract which is deemed to have been executed between the Contractor, on the one part, and the Customer, on the other part, upon Acceptance by the latter of any and all terms and conditions of this Contract and Annexes hereto.
2.2. Under this Contract the Contractor shall render the Services to the Customer, and the Customer shall accept the said Services and pay for them in the manner and under the conditions defined in this Contract and laws of Ukraine.
2.3. The Contractor’s Services hereunder shall be rendered in accordance with the provisions of the applicable laws of Ukraine and understandings between the Parties. If required, the Contractor may at its own discretion cooperate with any third parties engaged for rendering the Services, such as translators, consultants, couriers, business entities and individuals.
3. PAYMENT FOR SERVICES
3.1. The price for Services and payment procedure hereunder shall be defined in the Contractor’s invoice/certificate of services rendered/pursuant to oral arrangements in relation to the cost of Services/by electronic means (by e-mail, via messengers, etc.).
3.2. The Customer may at its own discretion choose any possible method of payment as defined by the Contractor.
4. RIGHTS AND OBLIGATIONS OF THE PARTIES
4.1. The Contractor shall:
- render the Services in a timely and quality manner and in a full volume;
- provide the Customer with the information and documents related to this Contract as well as results and progress of Services by telephone, by e-mail, personally or orally;
- inform the Customer in respect of any circumstances which prevent or may prevent from rendering the Services in a timely and quality manner and in a full volume;
- upon the Customer’s request keep it informed about the progress of Services hereunder, orally, by electronic means or in any other manner agreed upon by the Parties.
- in cases provided by this Contract, fully or partially refund the Customer the paid funds in accordance with the procedure specified in clauses 5.6 – 5.8 of this Contract.
4.2.The Contractor shall have the right:
- to refuse to render the Services, in case of improper fulfillment by the Customer of its obligations hereunder;
- to refuse to render the Services in future on a unilateral basis, in case of:
- a. late and (or) incomplete payment for Services;
- b. provision by the Customer of unreliable information;
- в. надання Замовником Виконавцю підроблених документів;
- c. provision by the Customer to the Contractor of forged documents;
- d. dissemination of derogatory information about the Contractor that harms its business reputation; .
- e. late provision by the Customer of the documents and information required for rendering the Services;
- to keep the documents provided by the Customer and/or their copies during one year of their receipt and destruct them upon expiry of the said period.
- in cases provided by this Contract, do not refund the Customer the funds in accordance with the procedure specified in clause 5.6 of this Contract.
4.3. The Customer shall:
- provide full and reliable information and documents required for rendering the Services. The Customer hereby guarantees that all documents provided to the Contractor which shall be used in course of rendering the Services hereunder are not forged and do not contain any corrections or false information, etc.;
- inform the Contractor immediately (within one day) in respect of any changes in the information, clarifications or documents provided by the Customer;
- pay for the Services in accordance with section 3 hereof;
- comply with any other legal requirements of the Contractor required for proper performance of this Contract.
4.4. The Customer shall have the right:
- to receive the Services in a timely and quality manner and in a full volume in accordance with the terms and conditions of this Contract;
- to get from the Contractor the reliable information requested by it in respect of the scope of Services rendered as well as any other information related to the Services;
- to get the information and additional materials in respect of the Services rendered by the Contractor;
- to address to the Contractor any improvement proposals in relation to the process of Services.
- in cases provided by this Contract, to receive fully or partially the paid funds in accordance with the procedure specified in clauses 5.6 – 5.8 of this Contract.
5. LIABILITY OF THE PARTIES, CANCELLATION OF ORDERS
5.1. For failure to fulfill or improper fulfillment of their obligations hereunder the Parties shall be held liable in accordance with the applicable laws of Ukraine.
5.2. The Customer shall be fully liable for faithfulness, reliability and accuracy of the information provided to the Contractor as well as for authenticity of the documents provided by it and their contents, in particular, towards any third parties, authorities and institutions. The Contractor shall not be liable for contents and formatting of the documents provided by the Customer and it shall use them only in such form in which they were transferred by the Customer.
5.3. In case of failure to render the Services hereunder within the time limits agreed upon by the Parties, the Contractor shall pay to the Customer the penalty in the amount of 1% of the cost of such Services which were not rendered per each day of delay in rendering thereof.
5.4. In case of failure by the Customer to pay for the Services in time, the Customer shall pay to the Contractor the penalty in the amount of double NBU rate applied to the outstanding amount per each day of delay in payment.
5.5. The Contractor shall not be liable towards the Customer for failure to render the Services hereunder, if such failure was caused due to the Customer’s fault (failure to provide the required documents, etc.). The Contractor shall not be liable for acts of any governmental and local authorities and third parties.
5.6. In case of cancellation of the order by the Customer (hereinafter referred to as “Cancellation”), a full or partial refund may be possible. If at the time of notifying the Contractor about the Cancellation:
- The Contractor has not involved any workers in the execution of the Order and has not used resources, then the refund to the Customer shall be made in full;
- The Contractor has involved workers in the execution of the Order and used resources but has not completed the service by more than 80% of the total volume, then the refund to the Customer shall be made partially and proportionally to the resources spent;
- The Contractor has involved workers in the execution of the Order, used resources, and completed the service by more than 80% of the total volume, then no refund shall be made to the Customer.
5.7. In case of improper performance of the services by the Contractor under this Contract, the Contractor undertakes, at its own expense and within the period agreed upon by the Parties, to correct the identified deficiencies from the moment the Customer submits a complaint. If necessary, the Parties shall draw up a bilateral act indicating the necessary improvements to the services regarding the translation of the Documentation and the deadlines for their implementation. Improper performance is considered such performance of translation services that has led to a significant change in the content of the Documentation text. Stylistic and synonymous discrepancies in the translation that do not change the meaning and content of the Documentation text are not taken into account. If there are deficiencies in the services rendered after the Contractor has made corrections, the Parties shall involve independent companies from related fields to conduct an expert assessment. If the expert assessment concludes in favor of the Customer, the Contractor shall refund the full cost of the order to the Customer.
5.8. The refund of funds by the Contractor to the Customer shall be made within 5 (five) business days from the date of receipt of the Cancellation notice or the expert assessment decision, using the same method of payment that was used for the services, unless another method has been chosen by the Parties.
6. FORCE MAJEURE
6.1. The Parties shall be relieved from liability for failure to fulfill their obligations hereunder, if such failure resulted from any circumstances of insuperable force, such as fire, act of God, accident, military actions whatsoever, blockade, strike or other unforeseen events being beyond the Parties’ control which are to be duly confirmed, if such circumstances affect directly the possibility to perform this Contract. In such case the performance time hereunder shall be extended by the duration of the said circumstances.
6.2. In case if such circumstances remain in effect for more than three (3) months, any of the Parties shall be entitled to repudiate this Contract, in which case the Parties shall not be relieved from their obligations hereunder, if upon occurrence of the said force majeure circumstances neither Party delays fulfilling its obligations.
7. CONFIDENTIALITY
7.1. The Parties agreed that all information, materials and data associated with the Services rendered hereunder are confidential. Notwithstanding the above, the information and contents of the documents provided by the Customer to the Contractor may be disclosed by the latter upon request of any competent governmental authorities, including law enforcement authorities, etc., in particular, in order to protect its rights and interests.
7.2. The confidential information may not be disclosed to any third parties without prior written consent of the other Party to this Contract, except for obtainment of governmental consents or documents required for fulfillment of obligations hereunder or payment of taxes, levies or other obligatory charges and in any other cases stipulated by the laws of Ukraine.
8. PERSONAL DATA
8.1. By Acceptance of this Contract the Customer shall give its consent to collection, processing and disclosure of its personal data (in particular, to receipt, entry to the database, dissemination, disclosure to any third parties, supplementing and other changes, destruction and other actions which may be taken by the Contractor in relation to its personal data in a written (hard copy), electronic or other form, including, but not limited to the surname, name and patronymic, date of birth, passport details, identification number, information contained in the extract from the unified state register of legal entities, individual entrepreneurs and public associations, including the data related to the taxation system, information about qualifications, communications means, electronic identification data (IP-address, telephone number and e-mail), information about the place of residence and other data voluntarily provided by it for the purposes of civil and business relations, settlements with the Customer, business and tax accounting, communication and contractual relations with the governmental authorities, contractors and other third parties in course of its activities as well as for other purposes not contradicting the applicable laws).
8.2. By Acceptance of this Contract the Customer shall agree and confirm that, if required, its personal data may be processed by and provided to any third parties.
8.3. In compliance with the requirements of the personal data protection laws of Ukraine the Parties shall ensure proper protection of the personal data against unlawful processing and unauthorized access thereto, including all necessary measures aimed at prevention of disclosure of the personal data by the employees and/or other authorized representatives of the Parties which received them on a confidential basis or became aware of them in course of fulfillment of their obligations hereunder.
8.4. The Customer agrees that the Contractor shall not be liable for processing or failure by any third parties to protect the personal data of the Customer against unauthorized access, including the Contractor’s employees, if such access was granted (or any other action was taken which makes it possible to such third parties to carry out unauthorized processing) by the Contractor or any third party with the consent of the Customer for personal or any other purposes not associated with fulfillment of its obligations hereunder using the Contractor’s facilities or other materials/equipment.
9. TERM OF THE CONTRACT
9.1. This Contract shall enter into force upon the Customer’s Acceptance and shall remain valid until the Parties fully fulfill their obligations hereunder.
9.2. The obligations hereunder shall be deemed to have been fulfilled by the Customer upon full payment for the Contractor’s Services and provision of all information and documents required for rendering the Services.
9.3. The Parties shall have the right to terminate this Contract upon mutual agreement of the Parties.
9.4. At any time the Contractor shall have the right to discontinue the Services and repudiate this Contract on a unilateral basis in cases listed in clause 4.2.2. hereof.
10. MISCELLANEOUS
10.1. This Contract shall be governed by the applicable laws of Ukraine, irrespective of the location of the Customer receiving the Services.
10.2. All controversy and disputes which may arise between the Parties in connection with performance of this Contract shall be settled through negotiations.
10.3. In case if the Customer refuses to accept the Services rendered and/or sign the certificate of services rendered, the Customer shall send the written request to remedy the deficiencies within three (3) working days of notification in respect of completion of Services; in case if the Customer did not send such request or all relevant claims were satisfied (denied), the Services shall be deemed to have been rendered in full and the certificate of services rendered – duly signed.
10.4. The Customer hereby confirms that prior to executing (acceding) this Contract it got acquainted with all terms and conditions hereof and executed this Contract consciously without any pressure.
10.5. Upon accession to this Contract all previous negotiations and correspondence between the Parties to any extent related to this Contract shall be superseded hereby, but may be taken into account upon interpretation of any terms and conditions hereof.
10.6. All legal relations arising in connection with this Contract which are not covered hereby shall be regulated by the provisions of the applicable laws of Ukraine.
10.7. This Contract (even in case of the Customer’s Acceptance in accordance with the provisions of this Contract) shall not apply to execution of any separate bilateral written agreement between the Contractor and the Customer and making payments by the Customer for the Contractor’s Services under such separate written agreement.
10.8. The Parties hereby confirm that in case if any provision of this Contract becomes or is invalid due to its incompliance with the laws, it shall not affect the validity of any other provision hereof and this Contract in a whole. In such case the Parties shall as soon as possible take any actions in order to amend this Contract to the extent necessary for replacement of such invalid provision so that amended provision becomes valid and close to the initial intents of the Parties to the maximum extent.
11. DETAILS OF THE PARTIES
CONSULTING GROUP UKRAINE
Demydov D V
4 Malopidvalna str., Kyiv, 01001, Ukraine
current account UA863354960000026008051800530 with JSC CB PRIVATBANK
Tel.: +38 (044)299-59-59
E-mail: This email address is being protected from spambots. You need JavaScript enabled to view it.
