1. General Provisions

These Terms and Conditions (hereinafter referred to as the “Terms”) govern the relationship between the Contractor and the Client (hereinafter jointly referred to as the “Parties”) within the scope of providing software development services, including but not limited to: design, development, testing, implementation, and technical support of software products.

By placing an order, signing a contract, or otherwise expressing agreement with these Terms, the Client confirms that they have read them, understand their content, and accept them in full.

The Contractor reserves the right to make changes to these Terms. The current version of the Terms is published on the Contractor’s website. Continued use of services after changes have been made constitutes the Client’s acceptance of the updated Terms.

2. Subject of the Agreement

The Contractor undertakes to provide the Client with software development services in accordance with the agreed technical specifications, and the Client undertakes to accept and pay for the services rendered.

The specific scope of work, its volume, deadlines, and cost are determined by a separate contract, supplementary agreement, or technical specifications, which form an integral part of these Terms.

3. Rights and Obligations of the Parties

3.1. Obligations of the Contractor

The Contractor undertakes to perform the work with due quality and within the agreed timeframes, to inform the Client about the progress of the work, to ensure the confidentiality of information received from the Client, and to deliver the results of the work in the agreed format.

3.2. Obligations of the Client

The Client undertakes to provide the Contractor with the necessary information and materials, to timely approve interim and final results of the work, to make payments in the manner and within the timeframes stipulated by the contract, and to designate a responsible contact person for prompt communication.

4. Cost and Payment Procedure

The cost of services is determined individually for each project and is specified in the corresponding contract or commercial proposal.

The payment procedure and terms, including possible advance and milestone payments, are agreed upon by the Parties separately. All payments are made based on invoices issued by the Contractor.

In the event of changes to the scope of work initiated by the Client, the cost and deadlines may be revised by mutual agreement of the Parties.

5. Work Completion Deadlines

Work completion deadlines are established in the contract or technical specifications. The Contractor shall make reasonable efforts to meet the agreed deadlines.

Deadlines may be adjusted in the event of changes to the scope or nature of the work, delays on the part of the Client in providing necessary materials or approvals, as well as in the event of force majeure circumstances.

6. Acceptance of Work

Upon completion of the work (or a stage thereof), the Contractor shall provide the Client with the results for review and acceptance. The Client undertakes to conduct a review within a reasonable timeframe and send the Contractor any comments or confirmation of acceptance.

If the Client does not submit substantiated comments within the agreed timeframe, the work shall be deemed accepted.

The Client’s comments must be specific, substantiated, and consistent with the approved technical specifications.

7. Intellectual Property

All rights to the results of the work shall be transferred to the Client upon full payment, unless otherwise stipulated by the contract.

The Contractor retains the right to use general methods, technologies, tools, and previously created developments that are not unique to the Client’s project.

The Client guarantees that the materials provided (texts, images, data) do not infringe upon the rights of third parties. The Client shall bear responsibility for any infringement of third-party rights in connection with the materials provided by the Client.

8. Confidentiality

The Parties undertake not to disclose confidential information obtained during the course of cooperation to third parties without the written consent of the other Party.

Confidentiality obligations shall remain in effect throughout the entire term of the contract and for a reasonable period after its termination.

9. Liability of the Parties

The Parties shall be liable for non-performance or improper performance of their obligations in accordance with applicable law and the terms of the contract.

The Contractor shall not be liable for losses arising from the Client’s improper use of the developed software, unauthorized modifications made to the software by the Client or third parties without the Contractor’s approval, or for indirect losses, including lost profits.

The Contractor’s aggregate liability under the contract shall be limited to the amount actually paid by the Client for the corresponding services.

10. Warranties

The Contractor warrants that the developed software will conform to the agreed technical specifications at the time of acceptance.

The warranty period and warranty service conditions are determined by a separate contract. During the warranty period, the Contractor shall rectify identified defects arising through the Contractor’s fault free of charge.

The warranty does not cover errors caused by the actions of the Client or third parties, changes to the software or hardware environment not agreed upon with the Contractor, or the use of the software for purposes other than its intended use.

11. Force Majeure

The Parties shall be released from liability for non-performance of obligations if such non-performance is caused by force majeure circumstances, including but not limited to: natural disasters, military actions, epidemics, imposition of sanctions, adoption of regulatory acts rendering the performance of obligations impossible.

The Party affected by force majeure shall promptly notify the other Party of the occurrence and cessation of such circumstances.

12. Dispute Resolution

All disputes and disagreements arising in connection with these Terms shall be resolved by the Parties through negotiations.

If an agreement cannot be reached, the dispute shall be referred to the court at the location of the Contractor in accordance with applicable law.

13. Miscellaneous

These Terms, together with the contract and its appendices, constitute the entire agreement between the Parties and supersede all prior oral and written agreements on the subject matter.

If any provision of these Terms is found to be invalid, the remaining provisions shall remain in full force and effect.

Any amendments and additions to these Terms shall be valid provided they are made in writing and signed by both Parties, except in cases of unilateral updates to the Terms by the Contractor as provided for in Section 1.

These Terms shall come into effect from the moment of their acceptance by the Client and shall remain in force until the Parties have fully fulfilled their obligations.