Public Offer

APPROVED
order of LLC «SQILSoft»
dated 11/21/2022 No. 49

PUBLIC OFFER

Limited Liability Company «SQILSoft», hereinafter referred to as the «Contractor», by this public offer proposes to conclude an Agreement for the provision of software development services and/or providing access to the software and/or services of LLC «SQILSoft». This agreement has the status of an official written offer, drawn up in accordance with Article 396 of the Civil Code of the Republic of Belarus. The Agreement is considered concluded and becomes effective from the moment the customer performs all the actions provided for in the Offer and signifies the unconditional acceptance of all the terms of the Offer without any exceptions or restrictions on the conditions of accession.

1. TERMS AND CONCEPTS USED IN THE AGREEMENT

1.1. Offer – this public Agreement for the provision of services to the Customer;
1.2. Services – a set of services for developing software and/or providing access to software and/or services of LLC «SQILSoft»;
1.3. Acceptance of the Offer – full and unconditional acceptance of this public Offer by taking actions to receive the service and pay for it in a non-cash form using the details of the Contractor specified on the Site;
1.4. Customer — an adult person who has accepted the Offer, who is a consumer of services under this Agreement, or an authorized representative of a minor who will be a consumer of services, an individual entrepreneur, or a legal entity;
1.5. Site — a set of information resources posted on the Internet at: https://www.sqlsoft.com/;
1.6. Agreement – this Agreement between the Customer and the Contractor for the provision of Services, which are concluded through the Acceptance of this Offer.
1.7. Subscription — a method in which the Customer regularly pays the agreed amount for access to the Contractor’s services.

2. THE SUBJECT OF THE AGREEMENT

2.1. In accordance with this Agreement, the Contractor undertakes, in accordance with the request and the initial data provided by the Customer, to provide the Customer with services for developing software and/or providing access to its services, and deliver the result to the Customer, and the Customer undertakes to accept the result of the services rendered and pay for them. The provision of services by the Contractor under this Agreement is carried out based on an individual request of the Customer, in accordance with the needs of the Customer.
2.2. The dates for the start and completion of the provision of services are indicated in the account, which is considered valid with a facsimile copy of the seal and signature, which the Contractor issues to the Customer.
2.3. Additional services not directly specified in the account are subject to provision based on additionally issued accounts for payment.
2.4. The account is considered valid with a facsimile copy of the seal and signature.

3. PROCEDURE FOR CONCLUDING THE AGREEMENT

3.1. The form of the agreement concluded by the Contractor and the Customer is approved by the order of the director of LLC «SQILSoft» and posted on the Site.
3.2. This Agreement is a public agreement (Article 396 of the Civil Code of the Republic of Belarus), according to which the Contractor undertakes to provide services to each of the Customers who contact the Contractor.
3.3. The Agreement is posted on the official website of the Contractor in the form of a link, by clicking on which it is possible to familiarize yourself with this Agreement, or is provided to the Customer in the form of a link for review through online messengers or in other ways and is a public offer (offer) of the Contractor to conclude this Agreement, addressed to an indefinite circle of persons (clause 2, article 407 of the Civil Code of the Republic of Belarus).
3.4. In accordance with Art. 408 of the Civil Code of the Republic of Belarus, unconditional acceptance (acceptance) of the terms of this Agreement (public offer) by the Customer is considered payment of the account sent by the Contractor to the Customer via e-mail and / or messenger.
3.5. Acceptance by the Customer of this Agreement means that he fully agrees with all the provisions of this Agreement.
3.6. This Agreement, subject to the procedure for its acceptance (acceptance), is considered concluded in a simple written form (clause 2, clause 3 of article 404 and clause 3 of article 408 of the Civil Code of the Republic of Belarus). The agreement is considered valid with a facsimile copy of the seal and signature.
3.7. To make a Subscription through the Contractor’s Site, the Customer must fill out the contact form by entering his full name and email address, accept the terms of the public offer by checking the box «I agree with the terms of the public offer», and accept the terms of the periodic payment by ticking the box «I agree to the monthly withdrawal of funds». After that, you must click on the «Submit» button in order to send the completed form with the Customer’s personal data to the Contractor. After the notification «Your form has been successfully submitted.» the Customer will be redirected to the page for specifying the card details on the bePaid website to initiate automatic debits from the card by subscription (the card details are not stored by the Contractor).

4. PROCEDURE AND TERMS OF PROVISION OF SERVICES

4.1. The Contractor starts rendering services on the next working day after the Customer performs the following actions:
4.1.1. providing in full the information requested by the Contractor and / or requesting access to the software and/or services of the Contractor;
4.1.2. implementation of 100% prepayment of the account, in accordance with clause 5.
4.2. The term for the provision of services is fixed in the account, which the Contractor issues to the Customer after analyzing the initial information and/or requesting access to the Contractor’s services provided by the Customer. The Contractor has the right, at its discretion, to provide services ahead of schedule. By agreement of the parties, the term for the provision of services may be extended.
4.3. The term specified in the account may be extended by the Contractor unilaterally if:
4.3.1. untimely provision/failure to provide the Contractor with the initial data and documents necessary for the Contractor to provide services under this Agreement;
4.3.2. non-payment of the advance payment specified in the account — for the period of delay in payment;
4.3.3. increase in the volume of services — for a period additionally agreed by the Parties, taking into account the new volume of services.
4.4. Meetings and telephone conversations, communication in the Contractor’s messengers with the Customer is carried out during business hours (from 8.30 to 17.30 UTC + 3). If it is necessary to hold meetings at another time, the Parties will agree on it, taking into account the possibilities of the Parties.
4.5. After receiving confirmation from the Customer of the actions specified in clause 4.1, the Contractor sends the Customer a unilateral Certificate of Services Rendered upon their provision. The act is considered valid with a facsimile copy of the seal and signature.

5. COST AND PAYMENT PROCEDURE

5.1. The price of the services that are the subject of this Agreement is agreed with the Customer in the «price agreement protocol account». Consent to the established cost of the service is the full payment of the calculated amount. The account is considered valid with a facsimile copy of the seal and signature.
5.2. The account is issued by the Contractor individually based on the initial request received from the Customer. The account is considered valid with a facsimile copy of the seal and signature.
5.3. Currency of the agreement, account and payment under this Agreement — any convenient for the Parties (BYN, RUB, USD, EUR).
5.4. The amount indicated in the account for payment is the contractual price for the entire period of the provision of services, and can be revised if the scope of services changes and/or for reasons beyond the Contractor’s control.
5.5. Payment for services is carried out in a non-cash form through the Site. In order to receive a link for transferring funds, the Customer must fill out the contact form posted on the Site. The date of payment is the date of actual receipt of funds to the account of the Contractor.
5.6. The sums of money paid by the Customer as payment for works under this Agreement are not subject to return to the Customer.
5.7. To pay for the Subscription, the Customer must select one of the options on the website, click on the «Pay» button to activate the monthly debit by entering the details of his bankcard on a special secure page of the bePaid payment system. In the future, the cost of the Subscription service will be automatically debited monthly, starting from the date of registration of the subscription until the expiration date of the ordered services or until the date of the Customer’s independent cancellation of the Subscription (or cancellation of the subscription by the system in case of failure to receive payment on time). When paying for services under a Subscription, the Customer agrees to link the card (the details of the card are not stored by the Contractor) for subsequent payments using the saved card. In the absence of funds on the Customer’s bankcard on the date of the monthly payment, the bePaid payment system will automatically attempt to debit the specified amount of funds from the Customer’s bankcard within 5 calendar days. If within five calendar days the Customer with funds does not replenish the bankcard, the automatic debiting is terminated and the Subscription is cancelled.

6. RIGHTS AND OBLIGATIONS OF THE PARTIES

6.1. The customer is obliged:
6.1.1. transfer to the Contractor before the start of the provision of services the initial information by filling out the contact form and additional information necessary for the performance of the service, if requested by the Contractor;
6.1.2. pay for services on the terms provided for in this Agreement;
6.1.3. not to copy/replicate/decompile the objects and/or parts thereof provided to the Customer by the Contractor for use and/or access during the provision of services at all requests of the Customer to the Contractor, according to this account.
6.2. The customer has the right:
6.2.1. express their comments and suggestions in the course of the provision of services in writing, by sending messages, letters by instant messengers or e-mail;
6.2.2. require the Contractor to ensure the confidentiality of information received from the Customer.
6.3. The contractor is obliged:
6.3.1. provide the services that are the subject of this Agreement, in accordance with the original request and this Agreement, on/for the period specified in the account. The account is considered valid with a facsimile copy of the seal and signature;
6.3.2. warn the Customer in the event of circumstances that slow down the provision of services or make further provision of services impossible via e-mail and/or messenger;
6.3.3. to transfer the result of the services rendered to the Customer in the manner prescribed in the Agreement;
6.3.4. not to disclose to third parties the information obtained in the course of the provision of services under this Agreement;
6.3.5. eliminate the shortcomings of the services provided in the event of receipt from the Customer of a reasoned written claim regarding the quality of the services provided or their non-compliance with the terms of this Agreement within the agreed time frame.
6.4. The performer has the right:
6.4.1. receive timely payment under this Agreement, as well as suspend the provision of services until the full repayment of the debt by the Customer;
6.4.2. request and receive additional information necessary for the proper provision of services;
6.4.3. engage third parties to fulfill their obligations under this Agreement;
6.4.4. terminate the provision of services ahead of schedule with the consent of the Customer, provided that they are provided in a high-quality and in full.

7. PROCEDURE FOR DELIVERY AND ACCEPTANCE OF RENDERED SERVICES

7.1. Based on the results of the provision of services, the Contractor draws up an act of acceptance of the services provided. On the basis of paragraph 6 of article 10 of the Law of the Republic of Belarus dated July 12, 2013 N 57-Z “On accounting and reporting” and paragraph 1 of the resolution of the Ministry of Finance of the Republic of Belarus dated February 12, 2018 No. 13 “On the sole preparation of primary accounting documents” The contractor draws up and signs the act of acceptance of the services rendered solely. The act is considered valid with a facsimile copy of the seal and signature.
7.2. The Contractor sends the Act to the Customer by e-mail. The Act is considered accepted if the Customer does not submit objections within three calendar days from the date of sending the Act. The absence of motivated objections of the Customer in writing against the acceptance of the services provided by the Contractor, reflected in the Act, within three calendar days from the date of sending the Act, is a confirmation of the acceptance by the Customer of the services rendered in full, without claims to their quality. The act is considered valid with a facsimile copy of the seal and signature.
7.3. In the event that the Customer has any claims regarding the quality of the services provided, he is obliged to immediately declare this, indicating the defects, by sending a substantiated claim to the Contractor’s e-mail, indicating the shortcomings, within the period provided for in clause 7.2. actual agreement.

8. COPYRIGHT

8.1. All property and non-property rights to all objects of copyright used and/or created and/or received by the Customer as a result of the provision of services to him under this Agreement are the property of the Contractor.
8.2. When transferring the results of the services rendered to the Customer, the Contractor transfers to the Customer only the rights to temporary use of the results of the services rendered for the periods specified in the account.

9. RESPONSIBILITY OF THE PARTIES

9.1. The Parties are responsible for non-fulfillment or improper fulfillment of their obligations under this Agreement in accordance with the current legislation of the Republic of Belarus.
9.2. The Contractor shall not be liable for any damage directly or indirectly incurred by the Customer because of using the services and/or services of the Contractor.
9.3. The Contractor independently determines the methods of rendering services.
9.4. The Contractor is not responsible for the improper operation of the mail services used by the Customer or the resources on the Internet used by him and/or the Customer, instant messengers in terms of untimely receipt of calls, messages, letters or the inability to deliver them.
9.5. The Contractor shall not be liable for violation of the terms for the provision of services, if the Customer did not submit the full package of necessary documents within the established time limits, and did not provide the information requested from him, which is essential for the proper provision of services.
9.6. In case of impossibility to execute this Agreement due to the fault of the Customer (without canceling the Agreement, the Customer performs actions or is inactive, which excludes the possibility for the Contractor to properly provide services), payment in full is not refundable.
9.7. The Parties establish a mandatory preliminary claim procedure for resolving disputes. Submitting a complaint in writing is mandatory. The term for consideration of the claim is 15 calendar days from the date of receipt.
9.8. All disputes under the Agreement that are not settled in the complaint procedure, the Parties shall submit for resolution to the court at the location of the Contractor.

10. TERM OF THE AGREEMENT. CONDITIONS FOR TERMINATION OF THE AGREEMENT

10.1. The Agreement is valid until the full fulfillment of obligations, which is confirmed by the certificate of completion.
10.2. In the case of Subscription, the agreement may be terminated at the initiative of the Contractor in the absence of funds on the Customer’s card within five calendar days from the date of the date of the monthly payment.
10.3. In case of cancellation of the Subscription by the Customer, the provision of services by the Contractor is terminated. The Customer receives a link to cancel after making the first payment for the Subscription to the e-mail address specified during registration.
10.4. The Contractor has the right to unilaterally refuse to execute this Agreement, without any further obligations to the Customer, by notifying him by e-mail 30 (thirty) days before the date of termination of the Agreement for all current circumstances of the ordered services.

11. FORCE MAJOR

11.1. The Parties are released from liability in case of failure to fulfill their obligations under circumstances that they could neither foresee nor prevent, such as, but not limited to: natural disasters (fires, floods, lightning strikes, earthquakes, etc.), significantly adverse weather conditions (air temperature, atmospheric pressure, humidity, wind speed), social conflicts (strikes, wars, etc.), as well as the publication of legislative acts that significantly complicate, restrict or prohibit the provision of services provided for in this Agreement.
11.2. If any of the above circumstances directly led to the failure to fulfill obligations within the period established by this Agreement, then this period is proportionally postponed by the approximate agreed time of the existence of force majeure circumstances.
11.3. The Party for which it became impossible to fulfill the obligation under this Agreement due to the occurrence of force majeure circumstances is obliged, within three working days from the moment of their occurrence or termination, to notify the other Party in writing by sending a facsimile, mail or other possible message. The Party that failed to notify in due time of the impossibility of fulfilling its obligations due to the occurrence of force majeure circumstances is deprived of the opportunity to refer to such circumstances and bears responsibility for non-fulfillment or improper fulfillment of its obligations under this Agreement.
11.4. After the termination of the existence of force majeure circumstances, the Agreement shall continue under the same conditions, unless, because of force majeure circumstances, the essential conditions for the Parties to carry out activities under the Agreement have changed or the Parties have not changed the terms of the Agreement.

12. FINAL PROVISIONS

12.1. In all other respects that are not provided for by this Agreement, the Parties are guided by the current legislation of the Republic of Belarus.

13. CONTRACTOR’S DETAILS

LLC «SQILSoft»
230023 Grodno, Naidusa str.1, office 305
UNP 591009498,
(eur) BY25 PJCB 3012 6020 7910 2000 0978
(usd) BE80 PJCB 2012 6020 7910 1000 0840
(byn) BY09 PJCB 3012 6020 7910 0000 0933
LLC «Priorbank»,
SWIFT/BIC: PJCB BY 2X
220002 Minsk, st. V. Horuzhey 31A