General conditions of the Contract for the provision of fee-based services
the city of Moscow Updated October 10, 2023
Terms of the Offer acceptance
The person who paid the invoice is to be referred to as the "Customer", and the Individual entrepreneur Abibullayeva Elvina Edemovna is to be referred to as the "Contractor".
In accordance with paragraph 2 of Article 437 of the Civil Code of the Russian Federation (Civil Code of the Russian Federation), in case of acceptance of the conditions and provisions set out below and payment for services, the person making the acceptance of this Offer becomes the Customer (in accordance with paragraph 3 of Article 438 of the Civil Code of the Russian Federation, acceptance of the offer is equivalent to concluding a contract on the terms set out in such an Offer).
1. Subject of the Contract
1.1 The Contractor undertakes to provide services for PR support of the Customer's event(s), and the Customer undertakes to accept and pay for the services provided within the time frames specified in the Invoice. The Parties agreed to hereinafter define PR support as the Contractor's activity, which is aimed at creating a positive image of the Customer's company/event or their products by posting information and other materials on social networks/other platforms in order to attract audience for the Customer.
1.2 PR support services are as follows:
- To advise the Customer on the appropriate PR-support method for the organization/event/product of the Customer;
- To make adjustments, if necessary, to the materials (no more than three edits before creating the final version);
- To carry out other actions in order to achieve PR-promotion of the Customer. These actions can be determined on the basis of the negotiations and correspondence of the Parties previous to the conclusion of this Contract as well as subsequent negotiations and correspondence of the Parties, subsequent behaviour of the Parties.
2. Rights and Obligations of the Parties
2.1 The Contractor is obliged to:
2.1.1 Provide the Services to the Customer stipulated by the Invoice;
2.1.2 At the corresponding request of the Customer, to provide them with the possibility to check the progress, volume and quality of the Services provided by exchanging information during phone conversations, face-to-face meetings, as well as using messengers, e-mail;
2.1.3 Notify the Customer within reasonable timeframes about any circumstances that may affect the quality, timeframes and possibility of implementation of the Services to be provided. Warnings and other messages, the content of which is information about circumstances in connection with which the timeframes, quality and possibility of implementation of the Services to be provided by the Contractor may differ from those stipulated by the Contract and/or be questioned, should be considered delivered and taken into account, and the Customer is to be considered notified, provided that the specified messages are sent to the addresses/means of communication channels provided for in this Contract;
2.1.4 Not to disclose information received from the Customer to persons unrelated to the purposes of PR support/cooperation under this Contract. This personal data also includes personal data of the Customer's employees and other persons that became known to the Contractor during the performance of their duties under the Contract, and use this information in accordance with the requirements established by the legislation of the Russian Federation on personal data protection of personal data. The distribution and disclosure of the Customer's personal data, including the personal data of the Customer's employees and other persons, is permissible without the consent of the Customer to persons engaged by the Contractor on the basis of clause 2.2.3 of the Contract, in case the distribution of this data is necessary to achieve the goals of PR support of the Customer's company/event/product. Under the Contract, the Parties have agreed to define personal data as follows:
- Full name of persons related to the Customer;
- Phone number(s);
- E-mail addresses, as well as other means/channels of communication on the Internet;
- The content of correspondence between the Parties, as well as the content of personal negotiations between the Parties, including through proxies, as well as through messengers and (or) other means of communication.
2.1.5 At the request of the Customer, the Contractor undertakes to make three adjustments. which are free of charge, to the materials related to the PR support of the company/event/product of the Customer;
2.1.6 Store and preserve the information generated in the communication channels/means of communication that arose during negotiations between the Contractor and the Customer, as well as to ensure its confidentiality.
2.2 The Contractor has the right to:
2.2.1 Request and receive from the Customer the information and explanations available to the latter, necessary for the provision of Services under the Contract;
2.2.2 Involve third parties to provide Services without obtaining the prior consent of the Customer. At the same time, the Contractor remains responsible to the Customer for the actions or inactions of such third parties involved;
2.2.3 Demand a timely payment in accordance with the Contract;
2.2.4 Terminate the Contract unilaterally in the cases expressly stipulated by this Contract;
2.2.5 Use their professional materials, research, development, structure and logic applicable during the provision of services in their professional activities on an ongoing basis;
2.2.6 Mention information on the work done with this Customer (except for the financial indicators) in their personal commercial and/or non-commercial projects, social networks, website, and other personal information portals;
2.2.7 Post photos/videos/text/audio and other materials on the Internet with the image/application/indication/insertion of the Customer's intellectual property objects solely for the purpose of achieving the goals of PR promotion during the provision of services;
2.2.8 Record telephone conversations with the Customer/authorized persons of the Customer with their subsequent safe storage without notification of such a fact and storage of the conversation recording with the other Party;
2.2.9 When signing the documentation under the Contract, the Contractor has the right to use analogues of a handwritten signature of any electronic and mechanical form;
2.2.10 From September 01, 2023, add the "Advertising" mark, as well as a reference to the advertiser or a website with information about them, to all advertising materials before their distribution, if applicable and if the specified information had not been added earlier;
2.2.11 The Contractor has the right to use electronic versions of documents and scanned copies of documents. The Parties agreed that the electronic versions of the documents are legally valid until their originals are provided;
2.3 The Customer is obliged to:
2.3.1 Accept the result of the PR promotion services provided by the Contractor;
2.3.2 On the basis of the results of the provision of services, sign an act of services rendered with the Contractor, if the Parties have agreed on such an order of acceptance;
2.3.3 Not to evade and (or) not to refuse to sign the act of services rendered without a reasoned refusal, and in case of an absence of such a reasoned refusal not to unilaterally object to sign the act of services rendered by the Contractor;
2.3.4 Pay in full for the Services rendered on the terms and within the time limits provided for in section 3 (three) of the Contract;
2.3.5 Transfer the necessary materials and things to the Contractor before the beginning of the Service provision;
2.3.6 At the request of the Contractor, provide additional information, respond to the Contractor's requests connected with the purposes of PR promotion within 48 hours via the communication channels provided for in the Contract;
2.3.7 Transfer the necessary materials and things in person and (or) through authorized persons/courier services to the addresses specified in this Contract;
2.3.8 Timely receive the advertising identifier from the Advertising Data Operator;
2.3.9 Specify the advertising identifier in all advertising materials before advertising distribution, if it is possible, applicable and agreed upon by the Parties;
2.3.10 Act on the Contractor's behalf in terms of submitting all the necessary information about the distributed advertising to the Unified Register of Internet Advertising through the Advertising Data Operator in accordance with the procedure and terms established by the legislation of the Russian Federation;
2.3.11 Store and preserve the information generated in the communication channels/means of communication that arose during negotiations between the Contractor and the Customer, as well as to ensure its confidentiality;
2.3.12 Not to object regarding the placement on the Internet by the Contractor of materials depicting objects of the Customer's own intellectual property, the action which is carried out in order to achieve the goals of PR promotion.
2.4 The Customer has the right to:
2.4.1 Require the Contractor to provide information on issues related to the organization and ensuring the proper performance of Services provided for in the Contract;
2.4.2 Make edits in the course of the approval of the material procedure;
2.4.3 Use analogues of a handwritten signature when signing documentation under the Contract of any electronic and mechanical form. The Parties have agreed that the authorized addresses of electronic mailboxes are analogues of the handwritten signature of the Parties;
2.4.4 The Customer has the right to terminate the Contract unilaterally in the cases expressly provided for in this Contract.
3. Cost of the Services and payment procedure
3.1 The cost of services is stipulated in the payment invoice, VAT is not provided.
3.2 Payment for the Services rendered is made by the Customer as 100% advance payment. Payment is made by transferring funds to the Contractor's current account using the details specified in Section 8 of this Contract within 2 days from the date of invoicing. The obligation to pay is considered fulfilled from the moment the funds are credited to the Contractor's current account.
3.3 If more than three edits need to be made to the Customer's PR promotion materials at the time of approval or after approval of the final version, the Customer will be charged an additional fee for each edit in excess of the free ones in the following amount: 1,000.00 (one thousand rubles, 00 kopecks) - for 1 (one) edit.
4. Delivery-acceptance of the Services
4.1 Acceptance of the rendered services is made without signing the Act of acceptance-transfer of the rendered services. The Customer has the right to send motivated written remarks, if any, to the Contractor within 2 (two) working days from the moment the Customer is provided with the result of Services. If the Customer has not send any objections within the stipulated period, it is considered that the result of the provision of services is accepted by the Customer without any negative remarks.
4.2 As a general rule, the Act of acceptance-transfer of the rendered services is not drawn up and is not signed. If the parties have agreed on the procedure for drawing up the above-mentioned Act, then the Act of acceptance-transfer of the rendered services is drawn up within 2 (two) working days from the date the period of Services provision ends and sent to the Customer. By the methods in this Contract, the Parties understand the following:
- Sending the Act to the e-mail address(es).
- Sending the Act to the Customer's messenger.
4.3 Within 2 (two) working days after the Customer receives the Act of acceptance-transfer of the rendered services, the Customer is obliged to sign the Act of acceptance-transfer of the rendered services and send one copy to the Contractor or, if there are any shortcomings, provide the Contractor with a reasoned refusal to sign the Act.
4.4 If there are visible and obvious shortcomings that have resulted in the failure to achieve the goals of PR promotion, the Contractor undertakes to eliminate them within 3 (three) working days from the date of receipt of the relevant objections from the Customer and the Contractor should do so free of charge.
4.5 The Services are considered rendered from the moment the Parties sign the Act of acceptance-transfer of the rendered services (if the Parties have agreed on such an order) or the Services are considered rendered after the expiration of the deadline for filing objections, even if the Act is not sent to the Contractor, without the need to draw up the Act unilaterally.
5. Responsibility of the Parties
5.1 For violation or improper performance of a payment obligation by the Customer, the Contractor has the right to demand payment of a forfeit: in addition to the forfeit, the Contractor has the right to recover damages in full. The forfeit is calculated as 0.1% percent for each working day of delay, but not more than 30% percent of the cost of Services, and the Contractor has the right to demand payment of interest for the use of other people's funds at the rate of the Russian Federation Central Bank on the date of signing the Contract;
5.2 The Contractor's liability is limited to the amount of money received for the provision of services, excluding losses and lost profits;
5.3 The Contractor is not responsible for the information included into in the advertising and/or information material of the Customer;
5.4 In case there is a dispute, the Parties should do whatever possible to settle it through negotiations and if an agreement is not reached, disputes are subject to settlement in a claim-based manner. The response period to the received claim is 7 days from the date of its sending. If the claims of the Party are not satisfied within the above period, disputes are to be resolved in the Arbitration Court of the city of Moscow in accordance with the procedure provided for by the current legislation of the Russian Federation.
6. Grounds and procedure for termination of the Contract
6.1 Each of the Parties has the right to unilaterally withdraw from the performance of the Contract at any time. In order to do this, the Party is obliged to notify the other Party in writing 10 calendar days before the date of the Contract. termination.
6.2 The Contractor has the right to unilaterally withdraw from the Contract in the following cases:
6.2.1 The Customer requires the Contractor to commit illegal actions;
6.2.2 The Customer violates the terms of the Contract on payment procedure;
6.2.3 For reasons beyond the control of the Customer.
6.2.4 The Contractor unilaterally refuses to further perform the Contract in an out-of-court manner by sending a written notice of termination. In this case, the Contract is considered terminated from the moment such notification is sent to the Customer. The advance payment that had been already made is subject to withholding if the termination of the Contract is due to the reasons specified in clauses 6.2.1-6.2.3.
6.3 The Customer has the right to unilaterally withdraw from the Contract in the following cases:
6.3.1 If the Customer has discovered significant shortcomings of the Services provided or other significant deviations from the terms of the Contract, the occurrence of which led to the failure to achieve the goals of PR promotion;
6.3.2 If the Contractor has not started providing Services in a timely manner, or in the course of the provision of Services it became obvious that they will not be provided in a timely manner, and the conditions and agreements on the extension of the Services provision by the Parties have not been reached;
6.4 Upon termination of the Contract, the Customer pays for the services actually rendered by the Contractor, and the Contractor has the right not to transfer the created materials and/or intermediate materials in case of non-receipt of payment for services connected with the preparation of such materials.
6.5 If the Customer has withdrawn from the Contract when it had been more than half of the paid period for the provision of services, the cost of services is subject to withholding in full. In case of withdrawing from the Contract earlier than the above-mentioned period, no more than half of the payment made will be refunded.
6.6. If the Contractor withdraws from the Contract before the expiration date, the Contractor does not reimburse the Customer for losses.
7.1 In case there are any changes of addresses, details, phone numbers, the Parties shall notify each other in writing of such changes within 24 hours from the date of such changes.
7.2 The Parties have agreed that the correspondence concerning the cooperation of the Parties in messengers, as well as exchanging messages by e-mail via the means of communication/communication channels specified in this Contract, their addresses and details, has legal force within the framework of these Contractual Relations. The agreements reached during such correspondence are to receive the status of additional agreements and are to be considered an integral part of the Contract.
7.3 The Parties have agreed that the correspondence by e-mail and (or) by another communication channel/means of communication, the details of which are specified in this Contract, is to be conducted by the Parties in person or through proxies authorized to represent each Party's interests correspondingly. Third parties who do not have the authority and are not related to the project, should not have no access to the communication channel /means of communication specified in the Contract.
7.4 Exclusive rights to the results of intellectual activity arising in connection with the execution of this Contract are considered transferred (alienated) to the Customer together with the transfer of the result of work under this Contact on the basis of the Act of acceptance-transfer of the rendered services. In accordance with the Contract, the results (objects) of intellectual activity that are transferred to the Customer after signing the Act of acceptance-transfer of the rendered services, include:
- Video materials related to the Customer's PR promotion object;
- Photo materials related to the Customer's PR promotion object;
- Audio materials related to the Customer's PR promotion object;
- Designs related to the Customer's PR promotion object;
- Scenarios related to the Customer's PR promotion object;
- Photos related to the Customer's PR promotion object.
The Contractor has the right to use these materials in their social networks, portfolio, on the website without obtaining the prior written consent of the Customer.
8. Details of the Parties
Contractor: Individual entrepreneur
Abibullayeva Elvina Edemovna
OGRN (Primary State Registration Number) 318237500287753
TIN (Taxpayer Identification Number) 233710163987