OFFER AGREEMENT for the Provision of Translation Services

1. GENERAL PROVISIONS.

1.1. In accordance with Article 437 of the Civil Code of the Russian Federation (hereinafter referred to as the "CC RF), this document is the official offer of IE "Lusyan Armen Grishayevich," hereinafter referred to as the "Contractor," acting on behalf of the Certificate of State Registration of an Individual as an Individual Entrepreneur, MSRN 324508100608881, series 50 No.014484567 dated August 24, 2016, and contains all essential conditions for the provision of services.

1.2. In accordance with Article 433 of the CC RF, the agreement shall be recognized as concluded at the time the Contractor receives the acceptance of the offer.

1.3. In the case of accepting the conditions set forth in this offer and the execution of the acceptance, the legal entity or individual executing the acceptance of this offer shall become the Customer. In accordance with Clause 3 of Article 438 of the CC RF, acceptance of an offer shall be equivalent to concluding an agreement on the terms set out in the offer.

1.4. The acceptance of this offer shall be the fact that the Customer has placed a request for the provision of services on the Contractor's official website. https://en.agtranslate.ru and paid the invoice agreement issued based on the request.

1.5. In connection with the above, the Customer shall thoroughly read the text of this offer and the invoice agreement issued. In the case of disagreement with any clause of the offer, the Contractor shall offer the Customer to refuse to use the services and execute the acceptance.

2. SUBJECT MATTER OF THE OFFER AGREEMENT

2.1. The subject matter of this offer shall be the provision of translation services to the Customer in accordance with the terms and conditions hereof, the annexes hereto, and the current price list of the Contractor.

2.2. The Contractor shall be entitled to change the price list, as well as the terms and conditions of this offer, and draw up addenda to this offer without prior agreement with the Customer while ensuring that the amended terms and conditions are published on the website https://en.agtranslate.ru in the relevant sections, at least 10 (ten) calendar days prior to the entry into force thereof.

2.3. The Contractor shall be entitled to notify the Customer at the provided emails specified by the Customer when registering on the website https://en.agtranslate.ru about changes in the services provided, deals offered, and new services rendered by the Contractor.

2.4. The Customer shall be entitled to access all official documents of the Contractor, including the price list and the offer, as well as addenda thereto, after registration on the website https://en.agtranslate.ru.

3. TERMS AND PROCEDURE FOR THE PROVISION OF SERVICES

3.1. Having read the terms of this offer and subject to agreement with the terms of this offer, the Customer shall visit the Contractor's official website https://en.agtranslate.ru and form a request for the provision of services, after which the agreement for the provision of translation services is automatically considered concluded.

3.2. The date, on which the Contractor receives the acceptance of the offer, shall be the date, on which the Customer places a request for the provision of services on the Contractor's official website https://en.agtranslate.ru.

3.3. Based on the received request, the Contractor shall form an invoice agreement indicating the date of receipt and number of the request, the planned deadline for the execution of the request, price, quantity, cost of services, terms, and procedure of payment, as well as, if necessary, appendices to the invoice agreement, particularly, a request for the provision of information materials by the Customer and a calendar schedule for the provision of services, after which the Contractor shall send the documents for approval to the Customer at the email specified by the Customer when making a request on the website https://en.agtranslate.ru.

3.4. The invoice agreement, as well as appendices thereto, shall be an integral part of the official offer and shall come into force from the moment of acceptance by the Customer.

3.5. Acceptance of the invoice agreement shall be the fact that the Customer has made an advance payment in the amount and within the terms stipulated therein (Clause 3 of Article 438 of the CC RF).

3.6. The date of receipt of the acceptance of the invoice agreement shall be the date when funds are credited to the Contractor's current account.

3.7. At the same time with the acceptance of the invoice agreement, the Customer shall provide in full the information materials necessary for the Contractor to fulfill the request, as remanded by the Contractor.

3.8. The Customer shall provide all information materials in electronic form, suitable for further use by the Contractor, and without additional intermediate processing (except in cases where the processing of materials is assigned to the Contractor by the terms of service, and the cost thereof is included in the total price of work).

3.9. During the provision of services, if necessary and with the consent of the Customer, the Contractor shall be entitled to demand additional information materials. At the same time, the period of rendering services shall be extended for a period of providing additional information materials by the Customer from the moment they are demanded by the Contractor.

3.10. From the date of receipt by the Contractor of the acceptance of the invoice agreement and the provision of information materials by the Customer, the deadline countdown for fulfilling the obligations under the request shall start.

3.11. If it is necessary to change the deadline for completing work or providing information materials, each of the parties shall inform the other party thereabout no later than 24 hours before the expiry thereof by email or fax. At the same time, the parties need to draw up and approve a report to agree upon a change in deadlines.

3.12. If the Contractor delays the provision of services without the consent of the Customer and provided that the reason for the delay was not force majeure (Section 6 of this agreement), the Contractor shall pay the Customer a forfeit in the amount of 1/365 of the refinancing rate of the Central Bank of the Russian Federation of the value of the outstanding obligations for each calendar day of delay.

3.13. The Contractor shall be entitled to involve third parties in the provision of services without the consent of the Customer. In this case, the Contractor shall be fully responsible to the Customer for the actions such persons involved perform while providing services.

3.14. If the Customer places special requirements on the translation, particularly, indicating that the translated text will be addressed to a wide audience (that is, it will be published or posted on websites or other replicated media), he/she shall inform the Contractor of all such requirements and circumstances at the time of placing the order. At the same time, the Contractor recommends, and the Customer understands, that in order to achieve a better result when translating into a foreign language, it is advisable to place an order for editing the relevant text by a native speaker.

4. THE PROCEDURE FOR DELIVERY AND ACCEPTANCE OF THE SERVICES RENDERED

4.1. Upon completion of the provision of services in accordance with the invoice agreement, the Contractor shall generate and send a unilateral certificate of delivery and acceptance of services rendered to the Customer's email specified by the Customer when making a request on the website https://en.agtranslate.ru. 4.2. The Customer shall review and accept the deliverables of the provision of services within 5 (five) calendar days from the date of receipt of the certificate of delivery and acceptance of the services rendered.

4.3. The services shall be considered to have been rendered by the Contractor in full and with proper quality if the Customer has not submitted a complaint request from the Contractor within 5 (five) calendar days from the date of receipt of the certificate of delivery and acceptance of the services rendered. After the specified period, claims regarding the scope and quality of services rendered will not be accepted by the Contractor.

4.4. If the Customer has complaints about the scope and quality of the services provided, it is necessary within 5 (five) business days from the date of receipt of the notification of fulfillment of obligations under the request from the Contractor, the Customer shall file a complaint with a list of deficiencies with their detailed description. Within 10 (ten) calendar days from the date of receipt of the complaint request, the Contractor shall form and send to the Customer for approval a report for approving the execution of the complaint, indicating measures to eliminate deficiencies and deadlines of such measures.

4.5. This Agreement does not envisage payment by the Contractor of the Customer's expenses related to the independent elimination of translation deficiencies by the latter, including in the form of discounts and/or forfeits. The financial liability of the Contractor may not exceed 20% (twenty percent) of the amount of his/her remuneration under this Agreement.

4.6. After the execution of the complaint, the Contractor shall re-send the Customer notification of the fulfillment of obligations under the request to the email specified by the Customer when placing the request on the website https://en.agtranslate.ru. Further, the procedure for delivery and acceptance of the services rendered shall be regulated by Clauses 4.2 and 4.3 of this Agreement.

5. COST OF WORK AND PAYMENT PROCEDURE

5.1. Prices for services shall be set in rubles. VAT is not levied in connection with the Contractor's application of a simplified taxation scheme based on Clause 2 of Article 346.11 of Chapter 26.2 of the Tax Code of the Russian Federation.

5.2. The cost of the work shall be agreed upon by the parties prior to the commencement thereof and shall be determined based on the invoice agreement (Clause 3.4 hereof).

5.3. The Contractor's work shall be paid by the Customer in the amount, in the currency, within the terms, and according to the details, as specified in the invoice agreement.

5.4. The purpose of the payment shall contain a reference to the number of the invoice agreement. In the case of incorrect formulation of the purpose of the payment, the Contractor shall be entitled to reject the acceptance and require the Customer to send an official letter on letterhead clarifying the purpose of the payment.

5.5. In the case of late payment for the services rendered and provided that the reason for the delay was not force majeure (Section 6 of this Agreement), the Customer shall pay the Contractor a forfeit in the amount of 1/365 of the refinancing rate of the Central Bank of the Russian Federation of the value of unfulfilled obligations for each calendar day of delay.

6. CIRCUMSTANCES OF FORCE MAJEURE.

6.1. The parties shall not be responsible for the non-fulfillment of obligations under the agreement if such non-fulfillment was caused by force majeure circumstances that objectively impede the fulfillment thereof and arose after the acceptance of the offer and the invoice agreement, which the parties could not have foreseen or prevented.

6.2. Such circumstances include consequences of natural phenomena, fires, floods, natural disasters, military operations, acts of terrorism, and other force majeure circumstances, if such circumstances directly affected the fulfillment of obligations, as well as regulatory acts of the Russian Federation and local authorities, moratoriums, and similar acts and circumstances recognized as force majeure circumstances by judicial or other authorized bodies.

6.3. Upon the occurrence of the circumstances specified in Clauses 6.1 and 6.2, each party shall immediately notify the other party in writing. The notification shall contain information about the nature of the circumstances, as well as official documents certifying the existence of these circumstances and, if possible, assessing their impact on the party's ability to fulfill its obligations under this offer.

6.4. The deadlines for fulfilling the obligations of the parties in the case of the circumstances specified in Clauses 6.1 and 6.2 shall be extended for the duration of such circumstances. If such a period exceeds three months, the agreement may be terminated unilaterally by either party. At the same time, the parties shall perform reconciliations of mutual accounts and repay the existing debt immediately at the time of termination of the agreement.

7. DURATION OF THE AGREEMENT

7.1. The Agreement shall come into force from the moment specified in Clause 3.1 of this offer and shall be in force until the parties completely fulfill their obligations stipulated by this agreement and all annexes thereto.

7.2. Provided that each of the parties has no outstanding obligations and/or mutual claims, the expiration date of the agreement shall be considered to be the date of complete fulfillment by the parties of the obligations stipulated by this agreement and all annexes thereto.

8. TERMINATION PROCEDURE

8.1. The Customer shall be entitled, at any time before the Contractor transfers to him/her the deliverables of the provision of services, under the certificate of delivery and acceptance of the services rendered, to withdraw from the agreement unilaterally out of court, notifying the Contractor and paying the Contractor only the services rendered at the time of receipt of the notice of termination of the agreement. The Contractor shall, within 10 (ten) calendar days, transfer to the Customer the paid deliverables of the provision of services, including the exclusive rights to the said deliverables envisaged by Section 11 of the official offer, and the certificate of delivery and acceptance of the services rendered, and to reconcile mutual accounts. In the case of unpaid obligations by any party, such party shall have 5 (five) banking days to redeem the same. After that, the agreement can be considered terminated.

8.2. In the case of material violations of the Customer's obligations, such as non-provision / late provision of information materials, late payment, or non-payment of forfeits, the Contractor shall be entitled to abandon the provision of services unilaterally out of court by notifying the Customer of the termination of the agreement and transferring to the Customer against the certificate the deliverables of the provision of services existing at the time of termination, including the exclusive rights to the said deliverables, as envisaged by Section 11 of the official offer, and the Customer shall pay for the services actually provided by the Contractor within 5 (five) banking days. 8.3. In the case of entry into force of Clauses 6.1 and 6.2 of the official offer, the procedure for termination of the agreement shall be regulated by Clause 6.4. of the official offer.

9. DISPUTE RESOLUTION PROCEDURE

9.1. All disputes and disagreements arising during the execution of the agreement shall be resolved by the parties through negotiations with the obligatory fixation of the arrangement reached in reports, which shall become an integral part of the agreement from the moment of signing. 9.2. If disputes and disagreements cannot be settled through negotiations, they shall be submitted to the Arbitration Court at the plaintiff's location in accordance with the existing legislation of the Russian Federation. 9.3. Before initiating legal proceedings, the parties shall consider it mandatory to send the text of the written claim to the counterparty within the established procedure (Clause 9.4 of this agreement). 9.4. Claims shall be sent by registered mail with delivery notification at the location of the counterparty. The claim review period shall be 15 (fifteen) calendar days.

10. INFORMATION SECURITY AND CONFIDENTIALITY OF INFORMATION 10.1. The information materials provided by the Customer to the Contractor may be used only for the provision of services under the Agreement and shall not be subject to disclosure or transfer to third parties.

10.2. The Customer guarantees (and bears full responsibility for the violation of this obligation) that all information materials provided by him/her are free from third-party claims, and the fact of the transfer thereof to the Contractor does not violate patent, copyright, and related rights, or trade secrets of third parties.

10.3. In the case of additional conditions for the use of the provided information materials during the performance of work under the agreement, the Customer shall inform the Contractor in writing about all such conditions.

10.4. Within 5 (five) years from the date of the conclusion of the agreement, the parties shall not disclose confidential information they receive during the provision of services from the other party to any other legal entity or individual and shall not use this information for their own benefit and/or the benefit of third parties. 10.5. Confidential information shall be information concerning the terms of service provision, the course of performance of contractual obligations, the amount and procedure for payment for services rendered, information including the practical experience of specialists involved in the execution of the agreement, scientific, technical, technological, industrial, financial, and economic or any other information that has valid and/or potential commercial and/or other value due to its being unknown to third parties, information representing the intellectual property of the other party, and information, to which the other party has property rights. Such information in oral, written, and/or any other form under the agreement shall be transferred by the parties in writing, in the form of a bilateral certificate of delivery and acceptance of confidential information duly executed and signed by authorized representatives of the parties.

10.6. If one of the parties is found guilty of disclosing confidential information and/or using confidential information for its own benefit and/or for the benefit of third parties, the other party shall be entitled to claim damages incurred in connection with such disclosure or use of the said information.

10.7. The Contractor shall not be entitled to publish information about the fact of rendering services under this agreement and to publish information about the services rendered. This information is confidential.

11. THE RIGHTS OF THE PARTIES TO THE DELIVERABLES

11.1. The Contractor shall transfer to the Customer the deliverables of the provision of services and the exclusive rights thereto under the agreement, including the right to reproduce, distribute in any way, sell, rent, import, display to the public, perform before the public, broadcast, communicate publicly by cable, translate, process, and make the same publicly available. The rights shall be transferred without limitation of the territory and validity period. The Contractor's remuneration for using the deliverables of the provision of services in any, several, or all of these ways shall be included in the cost of work under the agreement.

11.2. The final deliverables of the provision of services and the rights thereto, including the source documents and files used during the creation thereof, shall be transferred to the Customer. The source documents shall be the property of the Customer.

11.3. The deliverables of the provision of services and the rights thereto shall be transferred if the relevant services are ordered, accepted, and fully paid for by the Customer. The rights to the deliverables shall be transferred to the Customer against the certificate.

11.4. The Contractor guarantees that the transfer of the deliverables of the provision of services and the rights thereto does not violate the patent, copyright, and related rights of third parties, the right to trade secrets of third parties, and at the time of transfer of rights, there are no circumstances enabling third parties to further file claims against the Customer regarding the rights to the deliverables and information materials used in the deliverables (with the exception of information materials provided by the Customer).

11.5. In the case that any third parties make claims, lawsuits, or other actions against the Customer caused by the Contractor's failure to comply with the guarantee envisaged by Clause 11.5, the Contractor shall settle such claims on its own and at its own expense.

11.6. After the transfer of the deliverables of the provision of services and the rights thereto to the Customer, the Customer shall independently take measures to protect the same in the future.

 

12. DETAILS OF THE CONTRACTOR

IE "Lusyan Armen Grishayevich"

TIN 507704663603

MSRNIE 324508100608881

Bank details:

JSC TBank

S/A 40802810600006910872

BIC 044525974

C/A
30101810145250000974