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PUBLIC OFFER

PUBLIC OFFER (CONTRACT) 


FOR THE PROVISION OF SERVICES 

м. Kyiv 2022 

This Agreement is public, in accordance with Articles 633, 641, 642 of the Civil Code of Ukraine, and its terms are the same for all Customers, the unconditional acceptance of the terms of which is considered acceptance of this offer by the Customer, for which the Contractor publishes this Agreement on the website (by the link): https://www.design-breeder.com


Parties: 
Contractor: Individual entrepreneur Yuliia S. Kazymirenko, registered in the Unified State Register of Legal Entities and Individual Entrepreneurs in accordance with the procedure established by the current legislation and who is a single tax payer, on the one hand, and Customer: Any individual acting on his/her own behalf or on behalf of a legal entity that has accepted this offer, on the other hand, hereinafter collectively referred to as the " Sides ", and each separately as a " Side ", 
have entered into this Public Offer (Agreement) addressed to a limited number of persons, which is the official public offer of the Contractor to conclude a Service Agreement with any Customer. When ordering and paying for the Contractor's Services, the Customers accept the terms of this Agreement as follows:



1. GENERAL PROVISIONS 
1.1. This Public Offer (hereinafter referred to as the Offer, the Public Agreement) is an official offer of the Contractor on the website https://www.design-breeder.com, to provide services, namely: 
- creation of a website in accordance with the requirements and to the extent described in the Terms of Reference (hereinafter referred to as the " Technical Assignment "); 
- Graphic design: litter announcement, dog presentation, event announcement, advertising collage, postcards, diplomas, business cards, socket mids, banner printing layouts, Facebook cover and other graphic design services; 
- vector design: development of a vector logo, drawing a vector image / element, development of a vector image for printing; 
- web design; 
- identity design development; 
- work with images: retouching, photo color correction, art retouching of photos, separating an object on a transparent background, replacing the background on a photo, designing an element for a website or social networks, calendar design, placing text on a photo; 
- development of outdoor advertising design: city light, billboard, banner, etc; 
- additional services (hereinafter referred to as the "Site", "Website", "Works", "Services") to the Customer(s) on the terms and conditions listed below.
1.2. The Customer shall provide the conditions and information necessary for the Contractor to fulfill its obligations, accept and pay for the services (work performed) provided by the Contractor. 
1.3. Acceptance (acceptance) of this Offer means full and unconditional acceptance by the Customer of all conditions without any exceptions and / or restrictions and is equated in accordance with Part 2 of Art. 642 of the Civil Code of Ukraine (hereinafter referred to as the Civil Code of Ukraine) to the conclusion of the parties' acceptance of a bilateral written agreement on the terms set forth below in this Offer. 
1.4. The Contractor and the Customer shall provide mutual guarantees of their legal capacity and legal capacity necessary for the conclusion and execution of this Public Service Agreement.

2. DEFINITIONS AND TERMS
2.1. For the purpose of this Offer, the following terms are used in the following meanings: 
"Offer" - this Public Offer (contract) for the provision of services 
"Contractor's Website" - the website https://www.design-breeder.com used by the Contractor as its property or other online platform that the Contractor will use under the relevant agreement. 
"Services" - any services of the Contractor, the types and cost of which are specified in this Public Agreement or on the Website or consulting services in another form. The form and necessity of providing related information services are determined by the Contractor independently. 
"Offer Acceptance" - full and unconditional acceptance of the offer by taking actions to pay (full or partial) for the service.Providing the Customer with full and unconditional consent to conclude this Agreement in full, without signing a written copy of the Agreement by the Parties. 
"Customer" means any legally capable individual, legal entity, individual entrepreneur who has visited the Website https://www.design-breeder.com and accepted this Agreement. 
"Contractor" - a business entity, individual entrepreneur providing services in the field of informatization and whose details are specified in Section 10 of this Agreement. 
"Order" means a duly executed application of the Customer for the Services addressed to the Contractor.

3. SUBJECT OF THE CONTRACT
3.1. The subject of this Offer is the paid provision of services to the Customer by the Contractor in accordance with the terms of this Offer by providing the Services in accordance with the requirements and to the extent described in the Terms of Reference. 
3.2. The Customer undertakes to provide the conditions and information necessary for the Contractor to fulfill its obligations, to accept and pay for the services (work performed) provided by the Contractor. 
3.3. This Public Service Agreement shall be deemed concluded from the moment of receipt of funds (full or partial payment for the service) to the Contractor's account specified in this Public Service Agreement. 
3.4. The Customer and the Contractor confirm that this Agreement is not a fictitious or sham transaction or a transaction concluded under the influence of pressure or fraud.

4. COST OF SERVICES (WORKS) AND PAYMENT
4.1 The cost of services (works) is determined on the basis of the SoW drawn up and agreed by the Parties. 
4.2 Payment for the Services (works) shall be made by one of the following payment methods: 
- 100% prepayment of the cost of services (works), which is paid by the Customer to the current account of the Contractor within 3 (three) banking days from the date of provision of the SoW; 
- or 50% of the prepayment of the cost of services (works), which shall be paid by the Customer to the current account of the Contractor within 3 (three) banking days from the date of submission of the SoW. The balance of the cost in the amount of 50% of the cost of services (works) shall be paid by the Customer within 5 (five) banking days from the date of notification by the Contractor of the Customer about the final completion of the website development by e-mail to the e-mail address specified in the SoW. 
4.3. The Services (Works) are provided after the fulfillment of clause 4.2. of the Public Contract, the Contractor shall have the right not to start rendering services (performing works) until the advance payment is received, unless otherwise specified in the SOW. All terms of provision of services (performance of works) specified in the SOW shall be determined from the moment of receipt of the advance payment. The moment of payment for the Services (Works) shall be considered the time of crediting funds to the current account of the Contractor. 
4.4. The Contractor shall have the right to terminate the provision of services (performance of works) or to withhold the provision of the result of services (works) to the Customer in case of violation by the Customer of the payment procedure specified in this Agreement and the Technical Assignment.
4.5. In case of impossibility to provide services (perform works) due to the fault of the Customer, the services (works) shall be paid in the amount of the actual costs incurred by the Contractor. 
4.6. In the event that the impossibility of providing services (performing work) has arisen under circumstances for which neither party is responsible (force majeure), the Customer shall reimburse the Contractor for the actual costs incurred by him. 
4.7. When ordering additional services (works), increasing the scope of services (works) or their parameters that were not included in the agreed SoW or the need to make changes (alterations) to the already completed (completed) stages, the Parties shall agree on the cost of additional services (works)/alterations. The Contractor shall begin to provide additional services (works)/revisions after receiving an advance payment of 100% of their cost. 
4.8. Services (works) that make it impossible to complete the project as a whole cannot be excluded from the agreed list of services (works). 
4.9. This offer has the force of an act on the provision of services. Acceptance shall be made by the sole execution of the relevant act. 
4.10. After the Contractor has started providing the Information Service, the funds paid by the Customer as payment for the service are non-refundable.

5. PROCEDURE FOR THE PROVISION OF SERVICES AND (OR) PERFORMANCE OF WORKS
5.1. Upon receipt of full or advance payment in accordance with clause 4.2. The Parties shall proceed to the preparation and processing of information materials. 
5.2. The Parties have agreed on the availability of information materials necessary for the provision of services (performance of works): 
5.2.1. The Customer prepares independently and undertakes to provide the Contractor with all information materials necessary for the performance of work (provision of services) 
5.2.2. Text materials shall be provided in text file formats (txt, pdf), and graphic materials - in jpg, ai, pdf, png, psd, tiff, eps file formats 
5.3. The Customer confirms that he/she has all the necessary rights to place on the future website the information, images, photographs, trademarks that he/she provides to the Contractor. 5.4. The preparation of information materials precedes the commencement of work under the Public Agreement and the Contractor has the right not to proceed with further work until the content of the future website is received or to perform other services provided for in clause 1.1. 
5.5. After receiving the content of the website from the Customer or for the performance of other services provided for in clause 1.1 and agreeing with him on the requirements for the future website, in particular its appearance, content, functioning, etc. or for the performance of other services provided for in clause 1.1, the Contractor shall prepare a revised technical task detailing the scope of work, its evaluation and technical parameters of the services.
5.6. If in the process of preparing the revised terms of reference and/or provision of services the Parties agree to change the scope of work (services) or their parameters, to implement a different functionality than expected, compared to the original terms of reference, the Parties shall agree on the changed cost of work (services) and specify the terms of service provision. If in the process of performing works (rendering services) the Parties work in accordance with the initial technical task, the cost of works (services) shall not be revised. 
5.7. Website development process: 
5.7.1. The process of website development is divided into stages in accordance with the SoW. 
5.7.2. The Contractor informs the Customer about the progress of work (services) and completion of stages. The Contractor shall notify the Customer of the completion of the stage by e-mail to the e-mail address specified in the SoW or in any other way agreed by the Contractor. 
5.7.3. The Customer has the right to comment on the completion of the stages of work if they do not comply with the agreed basic or clarified technical task with reference to the relevant clause of the technical task. If the Customer has no objections to the completion of the work stages within 3 (three) business days after notification of the completion of the work stages, the Parties shall consider that the stage is accepted and the Contractor shall proceed to the next stage of work. 
5.7.4. The Parties have agreed on the content of the finished website:
5.7.4.1. The Contractor shall arrange the content from the information received from the Customer prior to the development of the website structure 
- for sections of the website for which no management interfaces are provided; 
- for the sections of the website for which the management interfaces are provided, the Contractor shall place the content partially, so that the Customer can evaluate how the pages of the website will look like with the content; 
- all other materials, as well as those received from the Customer later, shall be placed by the Customer independently through the management interface; 
- if the amount of information content to be placed on the website at the time of its delivery is larger than expected at the beginning of development, it will require conversion of data arrays and/or their processing, or there is a need to add information content (website content) provided by the Customer after the completion of website development, the Parties shall consider this an order for additional work; 
- if the Customer has not provided certain content (texts or images), and the appearance of the website pages implies their presence, the Contractor shall place conditional or test content in their place. This content may be any information obtained from open sources, including non-topical information for this website;
- the parties have agreed that the Customer shall settle the claims of third parties for the rights to the information located on the website, which is protected by copyright, if any. When placing information materials, the Contractor uses information provided by the Customer or obtained from open sources for which no restrictions on its use are explicitly indicated; 
- the information content developed by the Contractor is placed by the Contractor. 
5.8. The fact of receipt of the Services by the Customer shall be confirmed by the Act of Acceptance and Transfer of the Services provided (hereinafter referred to as the Act), which shall be signed unilaterally by the Contractor and sent to the Customer. 
5.9. The Customer is obliged to submit its written objections within 3 (three) business days from the date of receipt of the Act in case of disagreement with the Act. 
5.10. If within 1 (one) month from the date of sending the Act to the Customer, no written objections have been received at the mailing address of the Contractor, the Public Agreement shall be considered to be fulfilled and the service provided in full 
5.11. The Customer has the right at any time to propose changes to the already completed stages of work and to clarify the parameters of the work described in the technical task. The Parties shall consider such situation as an order for additional work and agree on its scope, additional cost and terms of performance in the SoW. In particular, but not exclusively, additional works are considered to be:
5.11.1. development of additional layouts and/or design of pages, making changes to the layout of pages, including those related to changes in the structure of the Website or replacement of information materials received from the Customer; 
5.11.2. development, search and preparation of text content; 
5.11.3. development or integration of additional program modules; 
5.11.4. development or redesign of website sections, pages, navigation bars; 
5.11.5. connecting or changing the language versions of the pages, including the need to make changes to the design and layout; 
5.11.6. creation of databases and integration with external databases and information systems; 5.11.7. transition to another hardware and software platform; 
5.11.8. registration of domain names, hosting, technical support of domains; 
5.11.9. processing of graphic materials, editing of the Customer's text materials; 
5.11.10. placing large amounts of data on the Website;
5.11.11. purchase and production of information materials, including texts, photographs; 
5.11.12. adding content after the completion of the development of the Website and/or replacing the content;
5.11.13. other services (works) not provided for in the terms of reference. 
5.12. The cost and quantitative assessment of additional work in hours shall be agreed by the Parties and shall depend on the scope and characteristics of the work. 
5.13. The total term of services (works) is specified in the SoW. 
5.14. Within 5 working days from the date of sending the act of rendering services and receiving payment in accordance with clause 4, the Contractor shall transfer the files to the Customer in digital form. 
5.15. The Contractor undertakes to comply with the terms of development of the services provided for in clause 1.1 of this Agreement. The Customer undertakes to solve working issues and provide the necessary information during the project implementation. The Contractor shall not be liable for the delay in work caused by the fact that the Customer takes a long time to decide on the approval of certain stages of work or has not provided information materials.

6. RIGHTS AND OBLIGATIONS OF THE PARTIES 
6.1. The Contractor shall: 
6.1.1. Perform the work or provide the services provided for by the SoW within the agreed time frame. 
6.1.2. Inform the Customer at any time upon request about the progress of work at any stage. 
6.1.3. Correct deficiencies in the results of work free of charge if the results of work do not comply with the agreed SoW and were identified before the Customer approved the stages of work. 
6.1.4. Correct free of charge, at the request of the Customer, the identified deficiencies after receiving the act of acceptance of works (services rendered), but provided that these deficiencies could not be detected during the usual method of acceptance of works (hidden deficiencies), and provided that these deficiencies are detected within 30 days from the date of sending the act of acceptance of works (services rendered). 
6.1.5. Immediately notify the Customer and suspend the works upon detection until instructions are received from the Customer: 
6.1.5.1. inapplicability or poor quality of the information or technical documentation provided; 
6.1.5.2. possible unfavorable consequences for the Customer of the assignment; 
6.1.5.3. other circumstances beyond the Contractor's control that may affect the quality of the work or the impossibility of its completion on time;
6.1.5.4. Failure to pay in the amount and under the conditions provided for in clause 4 of this Public Agreement. 
6.1.6. Demonstrate to the Customer the finished parts of the services provided for familiarization with the progress of work at its own technical site. 
6.2. The Contractor has the right to: 
6.2.1. Not to start work, and to suspend the work started in cases where the Customer's violation of its obligations under this Agreement prevents the Contractor from fulfilling this Agreement. 
6.2.2 To refuse to perform this Agreement in cases where the Customer, despite timely and reasonable warning from the Contractor about the circumstances specified in clause 6.1.5 of this Agreement, does not replace unsuitable or substandard materials and technical documentation within 7 days, does not change the instructions on how to perform the work, or does not take other measures to eliminate the specified circumstances. 
6.2.3 Not to correct the identified deficiencies, if they are not identified within the terms and conditions provided for in clauses 6.1.3. and 6.1.4. of this Agreement. 
6.2.4. If necessary, engage third parties to perform its duties. 
6.2.5. Not to return the received payments to the Customer in case of the Customer's refusal to continue the performance of works under this Agreement by the Contractor. 
6.2.6. To demand an additional term and additional payment for the performance of works that were not provided for by the Agreement or the Technical Assignment, but arose at the initiative of the Client in the course of work. 
6.2.7. Not to transfer or provide the Customer with access to the working parts of the services (computer files) until the completion of payments in accordance with clause 4. 
6.2.8. Place a hyperlink to the services performed at http://teruna.pp.ua/ 
6.2.9. To perform works or services at its own discretion, if they are not explicitly described in the technical task on the basis of the most favorable solution for the Customer. 
6.2.10. Not to restore the operation of the Website in case of termination of its correct functioning due to interference of the Customer's employees, as well as third parties, including unauthorized interference, as well as due to technical problems of hosting and networks. 
6.3. The Customer undertakes to:
6.3.1. Pay for the Contractor's work in the amount and within the terms specified in this Public Agreement. 
6.3.2. Provide the Contractor with the information necessary for the performance of services in the agreed formats and media, and within the terms established by the Agreement. 
6.3.3. The Customer undertakes to provide a competent employee for consultations and work on the project together with the Contractor, and to indicate the official e-mail address for sending e-mails. 
6.3.4. In case the Client refuses to perform the work under this Agreement at any stage, the Client shall notify the Contractor in writing (by sending an e-mail from the official e-mail address) and simultaneously send him all the materials received. 
6.3.5. The Customer undertakes not to use or transfer to third parties the variants of graphic sketches, design layouts provided to him for approval. 
6.4. The Customer has the right to:
6.4.1. at any time to check the progress and quality of work performed by the Contractor without interfering with its activities. 
6.4.2. Demand free of charge elimination of the identified deficiencies in the results of the work, if the results of the work do not comply with the agreed SoW and were identified before the Customer approved the stages of work. 6.4.3. To demand free elimination of the identified deficiencies after receiving the act of acceptance of works (services rendered), provided that these deficiencies are identified within 30 days from the date of sending the act of acceptance of works (services rendered). 
6.5. The Contractor shall not be liable for: 
6.5.1. Malfunctions of equipment, including servers, computer networks, mobile networks, the Internet, client computers and other devices used to operate or view the website developed under this Agreement and which are not under the direct control and influence of the Contractor.
6.5.2. Interference of unauthorized persons, including the Customer's employees, as well as third parties, both during the performance and after the completion (delivery) of services, which led to the disruption of the functioning of the website, both in general and in its parts, including accidental, deletion or modification of files, databases.


7. RESPONSIBILITY OF THE PARTIES 
7.1 The Contractor and the Customer, taking into account the nature of the service provided, undertake to apply the pre-trial procedure for dispute resolution in case of disputes and disagreements related to the provision of the service. If it is impossible to settle the dispute out of court, the parties have the right to apply to the appropriate court. 
7.2 For non-fulfillment or improper fulfillment of obligations under this Offer, the parties shall be liable in accordance with the laws of Ukraine.

8. FORCE MAJOR 
8.1. The Parties shall be released from liability for partial or complete failure to fulfill obligations under this Public Agreement if such failure was the result of force majeure circumstances (force majeure) that arose after the conclusion of this Public Agreement and made it impossible to fulfill obligations in accordance with the terms of this Public Agreement. Such circumstances, in particular, but not limited to, include emergencies of a man-made, natural or environmental nature, accidents in power supply systems, destruction of these systems caused, in particular, by earthquakes, floods, hurricanes, etc, prolonged absence of electricity and the Internet for reasons beyond the control of the parties, military actions, rebellion, strike, riots, unrest and other illegal actions, as well as the state of health of the Contractor, flood, fire, anti-terrorist operations, earthquake and other natural disasters, war, military operations, uncontrolled, illegal actions and acts of vandalism by third parties, revolutionary actions, civil unrest, acts or actions of public authorities, malfunctions of third-party services used to provide the service and access to materials, adoption of laws or regulations that directly affect the ability of the parties to fulfill the terms of this agreement, and any other extraordinary circumstances.
8.2. The Parties agree that in the event of the circumstances provided for in clause 8.1. of the Agreement, the term of fulfillment of obligations under this Public Agreement shall be postponed for the period of time during which these circumstances and their consequences were in force. 
8.3. If the force majeure circumstances and their consequences continue to operate for more than six months, the Parties shall negotiate as soon as possible to identify alternative ways of fulfilling the terms of this Public Agreement acceptable to both Parties and reach appropriate written agreements.


9. OTHER PROVISIONS 
9.1. The persons who have entered into this Public Agreement (accepted the offer) have agreed that their personal data, which became known to the Parties in connection with the conclusion of this Public Agreement, may be included in the personal data bases of the Parties. By entering into this Public Agreement (accepting the offer), they give their consent (permission) to the processing of their personal data in order to confirm the authority of the subject to conclude, amend and terminate the agreement, to ensure the implementation of administrative, legal and tax relations, relations in the field of accounting and statistics, as well as to ensure the implementation of other relations provided for by law. By signing this Agreement, the persons confirming it confirm that they have been notified of their rights in accordance with Article 8 of the Law of Ukraine "On Personal Data Protection". 
9.2. The content of the services is intellectual property and is subject to protection in accordance with the legislation of Ukraine.
9.3. The Contractor shall transfer to the Customer the property copyrights to the services rendered under this Public Agreement upon full payment. 
9.4. The Customer guarantees that all the terms of the offer are clear to him and he accepts them unconditionally and in full, without any conditions, exceptions or reservations. 
9.5. In the event that is not regulated by this Public Agreement, the Parties undertake to be guided by the rules established by the current legislation of Ukraine. 
9.6. The Contractor under this Public Agreement shall be a single tax payer. 
9.7. The legislation of Ukraine shall apply to this Public Agreement.

10. DETAILS OF THE CONTRACTOR FOR PAYMENT
In euro:

Company Name - FOP KAZYMIRENKO YULIIA

IBAN Code UA033052990000026000006223185

Name of the bank: JSC CB "PRIVATBANK", 1D HRUSHEVSKOHO STR., KYIV, 01001, UKRAINE

Bank SWIFT Code: PBANUA2X

Company address: UA 04050 city Kyiv, street HERTSENA, house 17/25, apartment 133

Correspondent banks
Account in the correspondent bank: 400886700401

SWIFT Code of the correspondent bank: COBADEFF

Correspondent bank

Commerzbank AG, Frankfurt am Main, Germany

-------------------------------------------------
Account in the correspondent bank: 6231605145

SWIFT Code of the correspondent bank: CHASDEFX

Correspondent bank: J.P.MORGAN AG, FRANKFURT AM MAIN, GERMANY

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