STANDARD TERMS OF SERVICE
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Important: PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY. BY USING OUR SERVICES, YOU HEREBY AGREE TO BE BOUND BY THE TERMS AND ALL TERMS INCORPORATED HEREIN BY REFERENCE. IT IS THE RESPONSIBILITY OF YOU, THE CLIENT, OR PROSPECTIVE CLIENT TO READ THE TERMS BEFORE PROCEEDING TO USE OUR SERVICES. YOUR AGREEMENT TO ACCEPT THIS TERMS OF SERVICE CAN CAUSE THE SEPARATE NEGOTIATIONS OF DRAFTING A CUSTOM DEVELOPMENT PROPOSAL.
THESE TERMS OF SERVICE IS EFFECTIVE AS OF 18th of August 2022.
- Development Proposal – separate specific Agreement that can be drafted and issued per Clients’ intention to conclude operating business relations with the basic conditions of the Standard Terms of Service. Development Proposal is used for establishing any operating business relations with the new Clients.
- Scope of work – separate specific Agreement that can be drafted and issued per Clients’ intention to extend or conclude new operating business relations with the basic conditions of the Standard Terms of Service. Scope of work is used for establishing any operating business relations with the Party, which already was/is a Client.
- Service provider – legal entity and/or its subsidiaries and affiliates which is providing Services to the Client.
- Client – individual or legal entity that can potentially become the receiver of the Services.
- Services – web development and consultancy services that could be provided by the Service provider.
- Time&material basis – the provision of Services based on actual amount of “sprints” (rarely “hours”) agreed and requested for such provision of the sevices under specific and relevant Development Proposal or Scope of work.
- Sprint – a fixed in time iteration bounded by two calendar weeks within which the Services provision takes place.
- ACCEPTANCE OF TERMS
- The following Terms of Service (further herein “ToS”) shall govern the relationship with our prospective Client(s) and others which may interact or interface with the Service provider, named «Corpsoft Solutions LLC», also known as «Corpsoft.io», registered at 3524 Silverside Road Suite 35B, Wilmington, 19810, USA, with the principal place of business at Prospekt Sobornosti, 30, Kyiv, 02000, Ukraine, and our subsidiaries and affiliates, in association with the use of the Services, provided by the Service provider.
- SUBJECT OF THE AGREEMENT
- Service provider on Client’s request will provide web development and consultancy services on time&material basis.
- Detailed list of the provided web development and consultancy services and its requirements will be deﬁned separately in a documented format and can/will be provided to the prospective Client(s) accordingly.
- CLIENT’S RESPONSIBILITIES
- Client shall be responsible for settling down all payments in time and according to the terms described in clause 5 of this ToS.
- Client shall be responsible for clearly communicating their requirements and expectations and for providing timely feedback regarding the services provided by the Service provider. Timely feedback in relation to the current clause shall be determined as no longer than 3 (three) business days from the receiving of official written or email request/question, including all the official channels of communicating.
- Client shall ensure the transfer of all necessary information for the provision of Services, while independently ensuring the completeness, relevance, accuracy, reliability of such information, as well as comply with the requirements of the Service provider on the format of providing such information.
- The Client acknowledges and understands that by agreeing to these Terms, he undertakes to adhere to the principles of goodwill and integrity in further interactions related to any cooperation between Parties regarding Services.
- RESPONSIBILITIES OF THE SERVICE PROVIDER
- The Service provider shall and will make every effort to provide a timely solution for the request according to the information provided by the Client. All of the Clients’ information regarding the Services to be provided shall be properly examined by the Service provider before the provision of the Services.
- Service provider herein declares that he will act and provide the Services according to the principles of goodwill and integrity.
- TERMS OF PAYMENT FOR PROVIDED SERVICES
- Parties agreed that signing of the separate Service Agreement and further issuance of an Invoice is the result of conﬁrmed arrangements between Parties regarding the scope of services/work, the price for services/work and currency of payments, and the fact of paying an Invoice by Client equals to the conﬁrmation of written arrangements and the same understanding of the relationship between Parties.
- Client agrees to pay 100% of the Invoice amount upfront to initiate work in case of “sprint-based model” or “dedicated team model”, and/or agrees to pay invoice(s) on a weekly basis if conﬁrmed “hourly model”.
- The total and ﬁnal price of all Services to be provided cannot be deﬁned at the date of the Client’s request, and it will total to the amount of reward received by Service provider during the term the agreement remains in effect based on all addendums and/or invoices related to the relevant Development Proposal, Scope of Work and Sprints.
- It is possible to use different payment methods for services provided by Service provider, such as: Internet-acquiring, Upwork/Fiverr services or similar, other electronic payment systems, and also by transferring the money from accounts of third parties by the official written request of Client.
- The invoice is due upon the Client’s receiving it and no later than 5 (ﬁve) days from the invoice receipt day by Client. If Client does not pay the received invoice within the speciﬁed time period, services provided to the Client can be suspended and may be renewed only after the fact of full payment of the according invoice.
- Client’s commitments to pay for the services are met starting from the moment the money is delivered to the account of the Service provider.
- Parties agreed that commission charges related to transfers of the amounts speciﬁed in the Invoice should be covered by Client.
- Client acknowledges and agrees that Contractors pricing is variable and Contractor is individually providing the relevant and exact price for the Services on the date of presenting the Development Proposal/Scope of Work to the Client.
- Sprint price is individually defined in the relevant Development Proposal (for the limited scope), but still can be changed due to the relevant objective factors of influence, if Contractor could provide a short explanation of reasons for the price change.
- PRODUCT RIGHTS
- All information, reports, studies, intangible materials of any nature whatsoever produced as a result of any Services provided and all copies of any of the foregoing materials shall be the sole and exclusive property of Client at the moment of fulfillment of his payment obligations, according to the relevant separate Service Agreement. In case of failure to fulfill such obligations, any information, reports, studies, intangible materials of any nature, produced as a result of the provision of any Services by the Service provider, are the sole and exclusive property of the Service provider.
- Client shall be the owner of the Services, produced by the Service provider, upon his fulfillment of payment obligations and full transfer to Client of materials, deliverables produced within service provision.
- Parties conﬁrm their Agreement not to disclose or make available to a third party without the special written consent any conﬁdential information or trade secrets of other party or Parties that appear in business relations.
- If any of the Parties are interested in signing of the separate NDA related to this Agreement, this Party shall duly inform the other Party, using the relevant channels of communications.
- Any arguments or controversies that can occur between the Parties under this Agreement shall be settled by negotiations between Parties.
- If arguments or controversies matters cannot be resolved between the parties by negotiation, all disputes and claims arising out of or relating to this Agreement shall be subject to the jurisdiction of the Service provider’s principal place of business.
- Waiver of Jury Trial. Each party acknowledges and agrees that any controversy that may arise under this agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this agreement or the transactions contemplated hereby.
- Each party to this agreement certifies and acknowledges that (a) no representative of any other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such party has considered the implications of this waiver, (c) such party makes this waiver voluntarily.
- Client shall communicate their service requirements by means of emails, messaging services and other modern facilities which shall be indicated in the specific Development Proposal or Scope of Work.
- Primary channels of communication, related to this ToS, for contacting the Service provider regarding any questions that could be occured in relation to this ToS are, as follows:
Emails: firstname.lastname@example.org email@example.com
- Service provider provides services on its own equipment, own infrastructure and tools. All services are provided remotely via the Internet. Parties arrange the provision of the Services using Service providers’ equipment, accounts and remote servers. In this case the Client will be able to deploy results to his own resources upon the receiving of the Services by Service provider.
- In the event any provision of these Terms is held unenforceable, it will not affect the enforceability of the remaining provisions and shall be replaced by the enforceable provision that comes closest to the intention underlying the unenforceable provision.
- Words used in this ToS in the singular shall include the plural and vice versa and any reference to any one gender includes a reference to the other gender or to none.