Public offer agreement

1. GENERAL STATEMENTS

1.1. This document, according to the Civil Code of Ukraine, is an official offer to establish contract (public offer), next in text – “Offer”, of the physical entity — entrepreneur Bespalov Igor Olegovich (ID — 3211110650), next in text — “Contractor” or “Empo Agency”, and has all significant conditions, needed for contracts about placing information on websites and providing services, including the services of advertising agency, next in text — “Services”.

1.2. According to the articles 641, 642 of the Civil Code of Ukraine (next in text “CC of Ukraine” and the Law of Ukraine about “About e-commerce, in case of the acceptance of the conditions listed in this Offer by paying Services or any other way, this legal or physical entity becomes a “Customer” (the acceptance of Offer conditions is an establishment of the contract on the conditions listed on the Offer).

1.3. Taking into account that the Contractor according to the section 633 CC of Ukraine gives services to any private or legal individual (including private individual — entrepreneur), and the Customer after accepting the conditions of the Offer becomes a Customer of the Services of the Contractor, Sides agreed with the unconditional acceptance of the conditions of the current Offer and are obliged to strictly follow and perform them.

1.4. Due to everything listed above read carefully the text of this Offer, and if you don’t agree with any point of the Offer, don’t accept its conditions and don’t conduct the prepayment for the Services of the Contractor.

1.5. The accept of the offer is the press of the button or check mark or any other method of accepting conditions (agreement with the conditions) of the Offer and/or payment of the Services of the Contractor.

1.6. Any change or addition to the current Offer is possible only if written Contract is established. Meanwhile Offer is a necessary part of the current written Contract, if the Parties didn’t negotiate otherwise.

1.7. The press of the button or check mark or any other way of accepting the Offer conditions means the Contractor agrees (if the contractor is a physical individual) or physical individual — the representative of the Customer (next in text of the real paragraph of the Offer — subject of personal data), on the processing by the Contractor his personal data to have an opportunity to fulfill the conditions of the actual Contract.

1. TERMS, USED IN THE CURRENT CONTRACT

1.1. Amazon page (next — “Service”) is a service at the creation of the text and graphic material of the page of the Customer for the Amazon.com website.

1.2. Original file — a file which contains the non-processed information (data), received from the sensor (matrix) of the camera. The file extension depends on the camera type, including: 3fr (Hasselblad); arw, srf, sr2 (Sony); crw, cr2 (Canon); mef (Mamiya); nef, nrw (Nikon); raw, rwl, dng (Leica) and so on.

1.3. Working File — a file with an opportunity to save and edit layers of design-mocks, and with the opportunity to save information without losing quality (compressing). Extension and file format depend on the type of the program used, including: raster psd (Adobe Photoshop), vector ai (Adobe Illustrator) and skp (Sketchapp), complex pdf (Adobe Acrobat) and so on.

1.4. Final File – file which contains processed information merged into one layer — final design-mock. The extension of the file is defined and agreed beforehand with the Customer among the following: jpg, bmp, png или tiff.

2. SUBJECT

2.1. Based on the conditions of this Offer, the Contractor is giving the Customer services at filling Amazon page, namely, creating text and graphic content for filling page on Amazon.com website in the Customer’s interests.

2.2. The conditions at prices, terms and the list of services which are given the Customer are agreed with the Customer and the Contractor by signing the Addition to the Public Offer.

2.3. The Offer is an official document and has an according legal power, is published on the official website of the Contractor and is always available at the link — [Public offer].

2.4.The Customer agrees that all the possible arguments concerning this Offer will be solved according to the Ukrainian Legislation.

3. RIGHTS AND DUTIES OF THE SIDES

3.1. The duties of the Contractor:

3.1.1. Give Services to the Customer in time following the conditions of the current Offer;

3.1.2. Not spread the information received from the Customer or any other sources information, outside the conditions of the Offer, when realising by the Contractor his duties at the current Offer, according to the acting legislation of Ukraine;

3.1.3. Immediately inform the Customer about the not compatibility of the received materials with the requirements of the Customers or the current Ukrainian legislation. Meanwhile the term of giving Services can be moved to the according term, during which the Customer has been giving corrections to the Contractor.

3.2. The duties of the Customer:

3.2.1. Give the Contractor all the necessary documentation in time to get acquainted with and further opportunity for the Contractor to give services;

3.2.2. Immediately give the Contractor all the wishes regarding the object of this Offer in written form;

3.3. The Customer has the right to inform the Contractor about the flaws revealed when giving Services. The Contractor can give the Customer not more than 2 iterations of his fixes.

4. SIDES RESPONSIBILITY

4.1. The Contractor under any conditions isn’t responsible for:

The quality of the services given in case the product given by the Customer didn’t correspond to the description the Customer submitted;
Any side losses and/or lost profit of the Customer and/or third parties no matter if the Contractor could foresee the probability of such losses or not;
The prolongation of the term of giving Services, in case of not operative answers from the Customer.

4.2. In case of not providing or providing inappropriately the duties by one of the Sides according to our Offer, both Sides are responsible at the current legislation of Ukraine.

4.3. In case there are pretensions, suits, fines from the side of third parties and/or controlling organs, connected with infringing the rights of third parties when giving Services according to this Offer, the Customer is solving this questions by himself, without attracting the Contractor, and has to immediately compensate the Contractor in full scope any losses, including fine sanctions which are the consequence of infringing the rights, guarantees etc. mentioned above.

4.4. The Contractor isn’t responsible for the actions (or non-acting) and the decisions of governmental and other entities, connected with the accomplishment of the current Offer.

5. CONDITIONS AND THE ORDER OF SERVICE GIVING

5.1. According to the subject of this Offer the Contractor gives services discussed before at the wish of the Customer.

5.2. By choosing the certain type of Services (or some) and getting acquainted with the conditions of this Offer, the Customer sends the Contractor an inquiry on the Contractor’s e-mail (box@empoagency.com).

5.3. Basing on the received inquiry the Contractor gives the Customer an invoice for the chosen Service (Services). After the fact of the payment of the mentioned in invoice number by the Customer, this offer is considered fully accepted.

5.4. The Contractor starts performing his duties according to the conditions of this Offer, and according to the Exhibit to this Offer, but not later than the next working day since the moment of the payment of the mentioned money amount for the Services given, according to the invoice given to the Customer, while sticking to the terms of diving Services discussed with the Customer before, mentioned in the Exhibit to this offer. If the other payment conditions aren’t agreed by the Sides by the additional agreement to this Offer .

5.5. If the Contractor accomplishes his duties at this Offer, the Customer accepts the work done. In case the flaws are revealed when accepted by the Customer the services given by the Contractor, he is due to give motivated commentaries in that term including the flaws and sends them to the Contractor. The Contractor has to eliminate the mentioned flaws in the acceptable terms and give results to the Customer. The work is considered to be accepted if the Customer in 5 (five) days doesn’t present his written motivated commentaires to the Contractor.

5.6. The result of the services given is transferred to the Customer in the form of the Final File, and the Original File which was used to get the Final File in electronic form by placing by the Contractor the Final File and Original File in the Internet at file-exchange resources or own disc spaces (servers) of the Contractor and giving the Customer the link to download them. The link will be active for downloading for not less than 48 (forty eight) hours, but not more than 96 (ninety six) hours since the moment of presenting to the Customer. The link is given by the Contractor to the Customer in electronic format through the Internet by electronic mail with the automatic confirmation by the mailing system of the delivery of this letter to the Customer no matter if the Customer has read it or not.

5.7. The final File and/or Original File can be placed by the Contractor as an archive of the format rar or zip as the Customer chooses.

5.8. Working File is the property of the Contractor and isn’t given to the Customer. Since the moment of the transfer of Services (works), the Customer has the author rights for the results of the Services (works) , but not the Working File, for the whole term of security of the property author’s rights, foreseen by the active Ukrainian legislation without restrictions by the territory of use.

5.9. The moment of the transfer of the results of the Services (works) is the date and time of the email of the Contractor, which contains the link for downloading the Final file and/or the Original File.

5.10. The place of accomplishing works (services) is Ukraine.

5.11. The Contractor can use the results of the delivered Services (works) to offer his services to potential clients, including by placing the Final File in the Internet on own website, profile Internet-sites, in catalogues, portfolio, and other resources to promote own Services (works) and/or popularization of the Contractor, and using the results of the delivered Services (works) to take part in exhibitions and competitions.

6. THE TERM OF ACTIONS, CONDITION CHANGE AND ANNULMENT OF THE OFFER

6.1. The offer is active since the moment of publishing on the Internet on the official Contractor website, becomes active since the moment of offer accepted by the Customer, the 100% prepayment of the order is active to the moment of full accomplishment of the duties by the sides except for when the agreement in annulled pre-schedule.

6.2. All the changes and additions to the current Offer have jurisdictional power, only in case of the creation of a written document, notarized with signatures and stamps of the entrusted representatives of both Sides.

6.3. The offer can be deployed at the agreement of both Sides.

6.4. In case of the significant violation of the Offer conditions by one of the Sides the other Side has the right for one-side break of the Offer, and in written form notifies the other side which violated the Contract conditions about this in not less than 14 days.

6.5. When breaking the offer or stopping its term of action all the Customer’s information available in electronic form is kept in the Contractor during the term regimented by the inner documents.

6.6. The current offer can be changed by the Contractor in unilateral order for all clients with a publication of the new version on the official website of the Contractor, and with the notification of all clients of the Contractor by e-mail. In case the Customer doesn’t agree with the changes made, a separate written agreement is made where all the contradictory questions will be regulated.

7. GUARANTEES

7.1. Excluding guarantees, mentioned right in the Offer text, the Contractor doesn’t give any other direct or relative guarantees at this Offer.

7.2. Agreeing to the conditions (accepting conditions) of the current Offer, the Customer proves the Contractor and guarantees to the Contractor that:

7.2.1. In case the Contractor gives the Customer incorrect data or materials, the Customer has full responsibility for any negative consequences, connected with giving Services by the Contractor at the current Offer;

7.2.2. The Customer establishes the Offer voluntarily, and the Customer proves that he:

а) fully read the Offer condition,
b) fully understand the subject of the Offer,
c) fully understands the meaning and consequences of his actions regarding the establishing and accomplishing the offer.

7.2.3. The Customer has all the right and permissions, needed to establish and accomplish the Offer by the Customer.

7.3. All the information given because of the Offer is confidential. The Sides shouldn’t share it to third parties or use in any purposes not foreseen by the Offer.

7.4. The action of guarantees, mentioned in the offer, spreads for the unlimited period of time and doesn’t end after this Offer expires.

8. FORCE-MAJEURE

8.1. The Contractor and Customer are freed from not accomplishing or performing in the wrong way their duties at the current offer, if such not performing or not appropriate performing is a consequence of the conditions or irresistible power (force-majeur), which happened after establishing the current Offer, have unusual character, and that the Contractor and Customer could neither foresee nor overcome by the actions taken. Such conditions include: floods, fire, earthquake, and other natural effects, and war, war actions, strikes, acts or actions of the competent organs, organs of the governmental power and any other similar conditions, which aren’t under control of the Sides.

8.2. If the obstacles of the force-majeure last for more than 3 months, any Side can stop the action of the current Offer.

9. OTHER CONDITIONS

9.1. The Offer, its establishment, and accomplishment are regulated according to the acting legislation of Ukraine. All the questions, not regulated by the Offer or regulated not fully, are regulated according to the material right of Ukraine In case of the dispute between the Customer and the Contractor regarding the Offer, which can’t be allowed by negotiation of the Sides, are regulated in the order, foreseen by the active legislation of Ukraine.

9.2. The Offer is a full agreement between the Contractor and the Customer. The Contractor doesn’t accept any conditions or duties regarding the subject of the Offer, excluding the ones listed in the Offer, and the proven Inquiry, which regulates the accomplishment of the Offer, excluding the cases when such conditions or duties are fixed in written form and signed by the Contractor and the Customer. In case any conditions of the Exhibits of Inquiry contradict the Offer conditions, the Offer terms and conditions will have bigger power.

9.3. If any of the conditions of the Offer is considered not active or illegal, or can’t be active because of the current legislation, such term or condition should be excluded from the Offer and replaced with the new term, which maximally complies with the primary intentions, contained in the Offer, while the other terms and conditions of the Offer don’t change and are still active.