Last updated: December 12, 2023
This Service Agreement on Performance of Works and Rendering of Services (the "Agreement") is entered into by and between:
, a company duly registered and operating under the laws of the Estonia under registration No. 
(hereinafter the "General Contractor"),
and
the legal entity accepting the terms and conditions of this public Offer Agreement by means of activation of the checkbox "I have read and agree with the terms of the Offer Agreement" (hereinafter the "Customer"). Acceptance of the terms of this Offer Agreement by the Customer by means of activation of the checkbox "I have read and agree with the terms of the Agreement" below, shall mean confirmation of the Customer’s free declaration of intent, aimed at complete and unconditional acceptance of the conditions of this Offer Agreement and all other documents referenced herein, and accession to this Offer Agreement subject to conditions set forth below.
For the purposes of this Agreement the Customer and General Contractor are hereinafter jointly referred to as the "Parties" and individually as a "Party".
RECITALS
Whereas the General Contractor is in the business of performance of certain types of Works and rendering of certain types of Services as they are defined in this Agreement, both independently and with help of the Contractor and the Subcontractors as they are defined in this Agreement;
Whereas the Customer wants to engage the General Contractor for the purposes of performance of Works and rendering of Services, as well as performance of other actions in accordance with this Agreement for the Remuneration, and the General Contractor agrees to perform Works and render Services under this Agreement on the terms and conditions of this Agreement;
Now, therefore, in consideration of the mutual covenants and representations set forth in the Agreement the Parties hereto agree as follows:
DEFINITIONS
The Parties hereby unambiguously agree that for the purposes of this Agreement the definitions given below shall have the following meanings:
"Accounting Period" means 1 (One) calendar month.
"Contractor" means a counterparty of the General Contractor that acts as a contractor with respect to the General Contractor for the purposes of performance of Works/rendering of Services within the scope of specific Tasks and Projects.
"Customer’s Materials" mean and include any materials provided by the Customer for the purposes of performance of Works and/or rendering of Services under the Agreement, including but not limited to equipment, components, consumables, as well as copyrighted works the exclusive copyright in and to which is owned by the Customer and other intellectual property of the Customer.
"Electronic Signature" means the login (user name) and password (access code) created by the Customer in the process of registration of the Customer’s Personal Profile in the Billinger Service.
"Intellectual Property" means copyrightable items (works protected by copyright) of any kind, creation of which and assignment of the Intellectual Rights (including the exclusive copyright) to which by the General Contractor may be required when performing particular Works.
"Intellectual Rights" mean, collectively, all rights in and to the Intellectual Property, including but not limited to the exclusive right which includes the right to remake the Intellectual Property, the right to publish (disclose) the Intellectual Property, and all other rights related to the Intellectual Property.
"Personal Profile" means the personalized section of the Billinger Service closed for public access, accessed by the Customer by entering the Electronic Signature on the Billinger Service login page. The Personal Profile is designated for interaction between the Customer, the General Contractor and the Subcontractors regarding Tasks/Projects, inter alia, for creation of Tasks and acceptance of Results.
"Project" means the combination of particular interconnected Tasks for performance/rendering of interconnected Works/Services.
"Related Documents" have meaning set out in Clause 9.1. of the Agreement.
"Remuneration" means the remuneration of the General Contractor for performance of Works and rendering of Services under this Agreement.
"Result" means the result of performed Works which may contain, inter alia, the Intellectual Property, or which by itself may constitute the Intellectual Property.
"Billinger Billing System" means the specialized billing system integrated into the Billinger Service, designed for accounting of:
• Tasks and Projects created by the Customer in the Personal Profile within the scope of which the General Contractor performs Works and/or renders Services, as well as progress of performance of Works and/or rendering of Services within the scope of such Projects and Tasks;
• amounts of Remuneration payable to the General Contractor for performance of Works and/or rendering of Services within the scope of the relevant Tasks.
"Billinger Service" means the interactive service operated by the Contractor, available on the Internet via URL https:/billinger.io designated for interaction between the Customer and the General Contractor, the rights to use which are duly granted to the General Contractor on the basis of a license agreement with the Contractor.
"Subcontractors" mean users of the Billinger Service that are subcontractors of the Contractor, engaged by the Contractor for the purposes of performance of Works and/or rendering of Services within the scope of particular Tasks/Projects. The Subcontractors may also be engaged by the Contractor from the Contractor’s counterparty companies.
"Tasks" mean, collectively, tasks for performance of particular Works and/or rendering of particular Services by the General Contractor within the scope of the relevant Projects, created by the Customer via the Personal Profile.
"Works and Services" collectively mean those types of works and services performance and rendering of which by the General Contractor within the scope of Tasks/Projects is available for selection by the Customer by means of creating Tasks in the Customer’s Personal Profile in the Billinger Service. The list of Works and Services available for performance and rendering by the General Contractor for the Customer is given in Schedule 1 hereto and is also communicated to the Customer by means of the Customer’s Personal Profile in the Billinger Service.
"Works/Services Acceptance Act" or "Act" means the uniform act of acceptance of performed Works and rendered Services unilaterally executed by the General Contractor at the end of each Accounting Period and provided to the Customer on the terms of this Agreement.
1. SUBJECT OF THE AGREEMENT
1.1. By accepting the terms and conditions of this Agreement and registration of the Personal Profile within the Billinger Service, the Customer agrees to accept the rendered Services and/or the performed Works and the Results of performed Works and pay to the General Contractor the Remuneration for rendered Services and/or performed Works and the Results of performed Works on the terms of this Agreement.
1.2. Performance of Works and rendering of Services by the General Contractor under this Agreement shall be performed in accordance with the Customer’s Tasks. The Customer creates Tasks for performance of Works and rendering of Services under this Agreement by means and with help of the Customer’s Personal Profile in the Billinger Service.
1.3. The Customer may set forth only the following terms with respect to the Tasks:
1.3.1. Works and/or Services to be performed/rendered, which the Customer selects from the list of Works and Services available for selection by the Customer by means of the Personal Profile. The list of Works and Services may be unilaterally changed by the General Contractor without prior notification of the Customer, by means of communicating the updated list of Works and Services to the Customer via the Customer’s Personal Profile. At that, the General Contractor will not change the level of performance and rendering of Works and Services under current and paid-for Tasks. The Parties agree that the updated version of the list of Works and Services shall be effective immediately upon its communication to the Customer via the Personal Profile;
1.3.2. timeframes for performance of Works and/or rendering of Services within the scope of the Task;
1.3.3. price of the Task, that is the General Contractor’s remuneration for performance of Works and/or rendering of Services within the scope of the Task;
1.3.4. if the timeframe for performance of Works and/or rendering of Services exceeds 1 (One) Accounting Period – the Remuneration payment schedule.
1.4. The terms of Tasks are not subject to change by the Customer upon acceptance by the Customer of rendered Services or performed Works and Results of performed Works via the Customer’s Personal Profile in accordance with the procedure set forth in Section 2 of this Agreement. Notwithstanding this, the Customer may change, cancel or send to be corrected an existing Task via the Customer’s Personal Profile before acceptance by the Customer of rendered Services and/or performed Works and Results of performed Works.
1.5. The Task created by the Customer may be rejected by the General Contractor in the following instances:
1.5.1. Works and Services within the scope of the Task are not included in the list of Works and Services available for selection by the Customer;
1.5.2. the amount of the Remuneration offered by Customer does not conform to the minimum amount of the General Contractor’s Remuneration for performance of Works and rendering of Services which is communicated to the Customer by means of the Personal Profile;
1.5.3. the Task does not conform to other parameters or limitations established by the General Contractor, namely (i) if in the Personal Profile of the Customer the status “Declined by the subcontractor” is assigned to the Task, and/or (ii) description of the Task does not correspond to the Works and/or Services selected by the Customer from the list of Works and Services displayed in the Customer’s Personal Profile in the Billinger Service.
1.6. The General Contractor may engage third parties, namely, the Contractor and the Subcontractors, for the purposes of performance of Works and/or rendering of Services under this Agreement. At that, the General Contractor independently pays to the Contractor and the Subcontractors remuneration due to them from the General Contractor’s Remuneration. The Customer is under no obligation to pay remuneration to the Contractor and/or the Subcontractors for performance of Works and/or rendering of Services.
1.7. In cases of engagement of the Subcontractors for the purposes of performance of Works and/or rendering of Services under this Agreement the Customer may, with help of the Customer’s Personal Profile functionality, independently and directly interact with the Subcontractors on matters relating to performance of Works and/or rendering of Services by the Subcontractors. The Parties hereby expressly agree that both such interaction between the Customer and the Subcontractors and the fact of provision by the General Contractor to the Customer of the technical ability to perform such interaction are not, may not be and may not be viewed as aimed at arising between the Customer and any such Subcontractor of employment relations, work-for-hire, relations between a customer and an independent contractor and any other similar relations.
1.8. In instances requiring use of the Customer’s Materials for the purposes of performance Works and/or rendering of Services under the relevant Task the General Contractor and, when applicable, the Subcontractors may use during the whole term of performance of Works and/or rendering of Services under the Task such Customer’s Materials for the purposes of performing Works and creating the Result of Works and/or for the purposes of rendering of Services, without the right to transfer such Customer’s Materials to third parties. At that, in cases where applicable, the Customer shall provide the necessary materials independently and directly to the relevant Subcontractors. Upon acceptance of the performed Works and Result of the performed Works and/or acceptance of rendered Services by the Customer, the General Contractor and relevant Subcontractors retain no rights whatsoever in or to the Customer’s Materials.
1.9. In cases where the General Contractor’s or relevant Subcontractor’s materials are used in performance of Works under a Task the Customer may use such materials as part of the Result on a non-exclusive basis, without any limitations or exceptions with respect to the Customer’s disposal of the Customer’s Intellectual Rights in and to the Result.
2. ACCEPTANCE OF RENDERED SERVICES AND RESULTS OF PERFORMED WORKS
2.1. Upon completion of performance of Works within the scope of the relevant Task the General Contractor shall transfer to the Customer the Result of the performed Works. Transfer of the Result shall be performed by the General Contractor by means of the Customer’s Personal Profile in the Billinger Service. The Parties agree that the Result of performed Works may, in certain instances, be transferred to the Customer by means of electronic communications (such as e-mail or secure FTP server) without using the Personal Profile or other functionality of the Billinger Service; notwithstanding this, acceptance of the Result transferred to the Customer in this manner shall be performed via the Customer’s Personal Profile as well.
2.2. Upon transfer of the Result in accordance with Clause 2.1. above the Customer shall perform acceptance of the Result, or send by means of the Personal Profile a refusal to accept the Result within 15 (Fifteen) calendar days as of receipt of the Result by the Customer.
2.3. Upon completion of rendering of Services within the scope of the relevant Task the Customer shall perform acceptance of the Services, or send by means of the Personal Profile a refusal to accept the Services within 15 (Fifteen) calendar days as of the date of completion of rendering of Services.
2.4. The rendered Services are deemed to have been rendered duly, with due quality, in a timely manner and in full and accepted by the Customer without any objections or claims of any kind, and performed Works are deemed to have been rendered duly, with due quality, in a timely manner and in full and accepted by the Customer without any objections or claims of any kind upon acceptance by the Customer of rendered Services and/or performed Works and the Results of performed Works by means of pressing the "Accept" interactive button in the Customer’s Personal Profile, or acceptance by the Customer of rendered Services and/or performed Works and the Results of performed Works by means of API method automating performance of the Billinger Service. Acceptance of rendered Services, performed Works and Results of performed Works shall be deemed completed upon display on the page of the relevant Task of the "Completed" status. The Parties agree that the terms of this Clause extend, inter alia, to instances where Results are transferred to the Customer without using the Customer’s Personal Profile, and in these instances the Customer shall confirm acceptance of each Result transferred in this manner by means of pressing the "Accept" interactive button in the Customer’s Personal Profile, or send by means of the Personal Profile a refusal to accept the Services within 15 (Fifteen) calendar days as of receipt of the Result by the Customer.
2.5. In cases of acceptance by the Customer of Results of performed Works each Result shall be deemed reviewed (including but not limited to review with respect to existence of latent defects in the Result), approved and accepted by the Customer without any objections or claims of any kind. The Parties expressly agree that upon acceptance of the Result by the Customer all risks with respect to the Result are transferred to the Customer in full, and upon acceptance of the Result by the Customer the Customer may not and shall not assert any claims of any kind to or against the General Contractor with respect to the Result accepted by the Customer, including but not limited to the completeness or quality of the Result, or potential infringement of intellectual property rights of third parties to any intellectual property of such third parties. Additionally, the Parties specifically agree that in cases where the Result was created by the Subcontractors and was duly accepted by the Customer, the Customer may independently assert claims only to or against the relevant Subcontractors including but not limited to claims regarding existence of latent defects in the Result or potential infringement of intellectual property rights of third parties in or to any intellectual property of such third parties.
2.6. Acceptance of rendered Services and/or performed Works and Results of performed Works by the Customer constitutes basis for set-off by the General Contractor of advance payments as the Remuneration for rendered Services and/or performed Works.
3. INTELLECTUAL PROPERTY AND INTELLECTUAL RIGHTS
3.1. If the relevant Task sets forth the requirement of receipt by the Customer of the Intellectual Rights in and to the Intellectual Property, the Intellectual Rights in and to such Intellectual Property automatically vested in the Customer upon acceptance by the Customer of the Result containing or constituting the Intellectual Property.
3.2. If and to the extent the Intellectual Rights in and to the Intellectual Property are not automatically vested in the Customer in accordance with Clause 3.1 above, the General Contractor, and, where applicable, the Contractor and/or the Subcontractors upon acceptance of the relevant Result by the Customer transfer, convey and assign to the Customer all the Intellectual Rights in and to the Intellectual Property in full. At that the Customer and the General Contractor agree that the amounts of the Remuneration that the Customer pays to the General Contractor in each case for performance of Works on creation of the Intellectual Property constitute the sufficient and full Remuneration of the General Contractor for both performance of Works on creation of the Result that contains the Intellectual Property or that is the Intellectual Property, as well as for assignment to the Customer in full of all the Intellectual Rights in and to the Result that contains the Intellectual Property or that is the Intellectual Property.
3.3. Upon acceptance of the relevant Result by the Customer:
3.3.1 the General Contractor or the Contractor or the Subcontractors (whichever is applicable) retain no Intellectual Rights in or to the Intellectual Property;
3.3.2 the Customer independently enforces observation of the Intellectual Rights in and to the Intellectual Property by third parties;
3.3.3 the General Contractor undertakes not to challenge, authorize to challenge or assist any third party with challenging the Customer’s Intellectual Rights in and to the Intellectual Property.
4. ACCOUNTING
4.1. No later than 10 (Ten) business days as of the end of the relevant Accounting Period the General Contractor shall provide to the Customer via the Customer’s Personal Profile the consolidated Works/Services Acceptance Act in electronic form, the form of which is given in the Customer’s Personal Profile. The Act shall be considered approved by the Customer if within 3 (Three) business days as of providing the Act to the Customer, the Customer does not send to the General Contractor via the Customer’s Personal Profile written motivated objections with respect to the Act. the Customer consents to the form of the Act and also agrees that if the form of the Act will be changed by the General Contractor in future, continuing setting of Tasks, acceptance of rendered Services and/or performed Works and Results of performed Works after such new form of the Act is introduced by the General Contractor shall constitute acceptance by the Customer of such new form of the Act. The discussed Act contains details on Works and/or Services performed and/or rendered within the scope of Tasks in the Accounting Period, aggregate amount of the General Contractor’s Remuneration for Works and/or Services performed and/or rendered in the Accounting Period, and applicable amounts of VAT.
4.2. In addition to providing the electronic version of the Act the Contractor may also provide to the Customer, if it is requested by the Customer via the Customer’s Personal Profile, the Act for the relevant Accounting Period in printed form.
5. THE GENERAL CONTRACTOR’S REMUNERATION. SETTLEMENTS
5.1. Payment for performance of Works and rendering of Services under this Agreement shall be made by the Customer by means of an advance payment in the amount of 100% (One hundred percent) of the General Contractor’s Remuneration for performance of Works and/or rendering of Services requested by the Customer under Tasks, taking into account the remaining amounts of earlier advance payments. At that, the amount of the advance payment shall be entered independently by the Customer by means of the Personal Profile in the Billinger Service. The General Contractor issues an invoice in electronic form for the full amount of the advance payment and provides the invoice to the Customer by means of the Customer’s Personal Profile.
5.2. The General Contractor’s Remuneration for performed Works and/or rendered Services under this Agreement in the Accounting Period is composed of the following Remuneration amounts (Ʃ Rt – the overall amount of the Remuneration for rendering of Services and performance of Works under all Tasks of the Customer in the Accounting Period):
5.2.1. all amounts of the Remuneration for all Services under all Tasks that were rendered to the Customer and were accepted by the Customer within the Accounting Period;
5.2.2. all amounts of the Remuneration for all Works under all Tasks, Results of which Works were accepted by the Customer in the Accounting Period.
5.3. The General Contractor’s Remuneration for Works and Services is automatically withheld by the General Contractor from the amount of the advance payment made by the Customer with respect to the relevant Task upon acceptance by the Customer of rendered Services and/or performed Works and the Result of performed Works in accordance with Section 2 of this Agreement.
5.4. For calculating the amounts of the Remuneration payable to the General Contractor for performance of Works and/or rendering of Services under each Task in each Accounting Period the Parties agree to use the following formula: Rt = WSp*C, where:
5.4.1. "Rt" means the aggregate amount of the Remuneration for performance of Works and/or rendering of Services under the relevant Task;
5.4.2. "WSp" means the amount of the General Contractor’s Remuneration set forth by the Customer in the Task and agreed upon by the General Contractor in accordance with this Agreement;
5.4.3. "C" means the coefficient within the range from 1,05 to 1,20 displayed in the Customer’s Personal Profile in the Billinger Service.
5.5. The coefficient discussed in Clause 5.4.3. shall be applied by the General Contractor to the amounts of the Remuneration automatically. The discussed coefficient may be (i) unilaterally reduced by the General Contractor once in quarter based on increase of an average monthly turnover of accepted and paid off Tasks of the Customer using Billinger Service; (ii) unilaterally increased by the General Contractor, at that the General Contractor shall notify the Customer not less than 1 (One) calendar month before the projected date of the coefficient increase, depending on the following circumstances:
5.5.1. decrease of activity of use of the Billinger Service by the Customer in the preceding Accounting Period;
5.5.2. decrease of quantity of Tasks for performance of Works and/or rendering of Services created and accepted by the Customer in the preceding Accounting Period;
5.5.3. decrease of the aggregate amounts of the General Contractor’s Remuneration, paid to the General Contractor for performance of Works and/or rendering of Services in the preceding Accounting Period;
5.5.4. change of applicable rates of Billinger Service, indicated in the Personal Profile of the Customer.
5.6. In instances requiring use of the Customer’s and/or the General Contractor’s and/or the Contractor’s and/or the Subcontractor’s Materials to perform Works and/or render Services under the relevant Task, the Remuneration of the General Contractor for performance of Works and/or rendering of Services under this Agreement shall not include cost of such materials and, when applicable, the cost of delivery of the Customer’s Materials from the Customer to the relevant Subcontractor.
5.7. All payments of the Remuneration under this Agreement shall be made by the Customer in the currency selected by the Customer upon registration of Customer’s Personal Profile in the Billinger Service.
5.8. In cases where applicable the General Contractor’s Remuneration for performance of Works and rendering of Services hereunder is charged with VAT.
6. USE OF THE BILLINGER SERVICE BY THE CUSTOMER
6.1. that the Customer may use the Billinger Service only for the following purposes:
6.1.1. registering the Customer’s Personal Profile;
6.1.2. creating Tasks and Projects;
6.1.3. downloading the Results of performed Works for the purposes of its acceptance, acceptance of rendered Services and performed Works under the Tasks, and communication with the Subcontractors;
6.1.4. other use of the Billinger Service in accordance with the Terms of Use incorporated into this Agreement by reference.
6.2. Any use of the Billinger Service by the Customer not expressly discussed in this Section of the Agreement is expressly prohibited.
6.3. The Customer is prohibited to interfere in any way with the functioning of the Billinger Service. Violation of this Clause shall be deemed a material breach by the Customer of the terms of this Agreement.
7. THE PARTIES’ RIGHTS AND OBLIGATIONS
7.1. The General Contractor must:
7.1.1. furnish the Customer with the ability to register the Personal Profile in the Billinger Service;
7.1.2. furnish the Customer with the ability to create Tasks and Projects by means of the Personal Profile;
7.1.3. furnish the Customer with the ability to accept the rendered Services and/or performed Works and Results of performed Works by means of the Personal Profile;
7.1.4. transfer to the Customer the Results under the procedure set forth in Section 2 of this Agreement;
7.1.5. with high quality and duly perform Works and render Services.
7.2. The General Contractor may:
7.2.1. unilaterally terminate this Agreement in accordance with Section 11 of the Agreement.
7.3. The Customer must:
7.3.1. accept the rendered Services and/or performed Works and Results of performed Works;
7.3.2. pay to the General Contractor the Remuneration for rendered Services and/or performed Works and Results of performed Works;
7.3.3. comply with the requirements set forth by the Related Documents as well as terms and conditions of such Related Documents;
7.3.4. comply with the requirements set forth in this Agreement with respect to use of the Billinger Service.
7.4. The Customer may:
7.4.1. demand from the General Contractor or the Subcontractors, whichever is applicable, timely, adequate, satisfactory and high-quality performance of Works and rendering of Services within the scope of the Tasks;
7.4.2. unilaterally terminate this Agreement in accordance with Section 11 of the Agreement.
8. LIMITATION OF THE GENERAL CONTRACTOR’S LIABILITY AND LIABILITY INSURANCE
8.1. the Customer expressly agrees that prior to acceptance by the Customer of rendered Services and/or performed Works and Results of performed Works under the relevant Task, the General Contractor’s liability with respect to such Task shall be limited to the amount of direct actual damages caused to the Customer in the course of this Agreement by the General Contractor. Notwithstanding the above, the aggregate amount of the General Contractor’s liability under each Task shall be limited to the amount of the advance payment made by the Customer as the General Contractor’s Remuneration for performance of Works and/or rendering of Services under such Task. For the avoidance of doubt, the General Contractor in no cases shall be liable for damages of any nature which do not follow directly from the respective breach (act or omission) but from a consequence or result of such act or omission (consequential damages) as well as for loss of income, which the Customer would have received under the usual circumstances of civil commerce if its right had not been violated, including anticipating loss of income (loss of benefit).
8.2. the Customer expressly agrees that upon acceptance by the Customer of Services, Works and Results of performed Works in accordance with Section 2 of this Agreement the Customer shall assert demands relating to performance of Works and rendering of Services by the General Contractor and/or the Contractor and/or Subcontractors in compliance with preliminary procedures of disputes settlement provided for by Billinger Service.
8.3. If in accordance with imperative norms of the applicable legislation the Customer may assert claims against the General Contractor upon acceptance by the Customer of Services and/or Works and Results of performed Works, then:
8.3.1. such claims must be asserted by the Customer in writing within 5 (Five) calendar days as of acceptance by the Customer of rendered Services and/or performed Works and Result of performed Works; and
8.3.2. the maximum and overall amount of liability and any compensation of the General Contractor under any Task shall be limited to the amount of the advance payment made by the Customer with respect to the relevant Task.
8.4. If the Customer has any claims with respect to the latent defects, quality or other parameters of Works and its Results and/or Services, performed and/or rendered by the Subcontractors, after acceptance by the Customer of Services and/or Works and Results of performed Works, the Customer shall rectify all such claims directly with the relevant Subcontractors, by itself and at its own expense, with an option to involve the General Contractor and/or the Contractor as a third party.
8.5. In cases when the General Contractor is able to procure insurance of its liability to the Customer in respect of performance of certain types of Works and/or rendering of certain categories of Services (including under relevant Task or Project) the Parties may agree in writing on the material terms of such General Contractor’s liability insurance, including but not limited to the insurance term, insurance amount, insurance company, material terms of insurance agreement and other material terms of insurance of the General Contractor’s liability. If the Parties reach an agreement, the General Contractor shall procure execution of the insurance agreement with the selected insurance company and shall procure such insurance of its liability at the Customer’s cost and expense. The Parties agree that any and all costs and expenses under the insurance agreement, including but not limited to the insurance premium and any other required payments, shall be exclusively at the expense of the Customer, shall not be included in the Remuneration of the General Contractor for performance of Works and rendering of Services hereunder, and that the General Contractor is not obligated to pay such costs and expenses at its expense. At that, the Parties agree that in case of the Customer’s non-payment or refusal to pay insurance premiums and other required expenses under the insurance agreement the General Contractor may terminate the insurance agreement at any time at the General Contractor’s sole discretion with notifying the Customer about said termination, and the General Contractor shall not bear any liability whatsoever to the Customer for such termination of the insurance agreement.
9. LEGAL DOCUMENTS RELATING TO THE AGREEMENT. TERMS PRIORITY
9.1. Together with accepting the terms of this Agreement and registration of the Personal Profile in Billinger Service the Customer must accept the terms of the following documents related to this Agreement which regulate other matters pertaining to use of the Billinger Service and included in the Offer by reference in this Section 9 (collectively, the "Related Documents"):
9.1.1. Terms of Use of the Billinger Service, available at https://billinger.io/terms-of-use;
9.1.2. Billinger Service Privacy Policy, available at https://billinger.io/privacy-policy.
9.2. By accepting the terms of this Agreement and registering the Personal Profile in Billinger Service, the Customer confirms that the Customer agrees to be legally bound by the terms of, inter alia, the Related Documents.
9.3. The Customer expressly agrees that the Related Documents may establish other liability for violation of their terms, and undertakes to conform to the terms of such Related Documents for the full term of effect of this Agreement and/or the terms of effect of all such Related Documents, whichever term of effect is longer.
9.4. If the contrary is not expressly agreed by the Parties in the relevant written agreement executed by Parties’ representatives, the terms of this Agreement and the Related Documents have legal priority over any other legal instruments and agreements (both direct and implied, notwithstanding the form of their expression) that may directly or indirectly relate to the Parties’ relationship, including but not limited to other agreements between the Parties.
10. THE CUSTOMER’S ELECTRONIC SIGNATURE
10.1. The login (user name) and password (access code) forming the Customer’s Electronic Signature shall be created independently by the Customer upon registration of the Personal Profile in the Billinger Service. The Parties expressly agree that the Customer’s Electronic Signature as it is defined in this Agreement constitutes a legal equivalent of the Customer’s own personal signature.
10.2. the Customer agrees that the Customer is independently liable for the security and non-disclosure of the Customer’s Electronic Signature and prevention of unauthorized access to the Billinger Service by third parties with use of the Customer’s Electronic Signature. The Customer is prohibited from disclosing the Electronic Signature to any parties not expressly authorized to act on behalf of the Customer.
10.3. When the Billinger Service is accessed using the Customer’s Electronic Signature the General Contractor shall reasonably presume that the access is performed directly by the Customer or by a party authorized by the Customer to perform legally binding acts on behalf of the Customer. The Parties expressly agree that the General Contractor shall not be in any way liable for use of or access to the Billinger Service using the Customer’s Electronic Signature by any third party not authorized by the Customer to perform the discussed acts, and the Customer expressly resigns from asserting any claims against the General Contractor for the discussed actions of third parties.
11. TERM, EFFECT AND TERMINATION OF THE AGREEMENT
11.1. This Agreement is effective as of November, 5 2011 and shall be in force for 3 (Three) years or until its termination by either Party or both Parties in accordan 11. Term, effect and termination of the Agreement ce with the terms of this Agreement, whichever comes earlier
11.2. If none of the Parties notifies the other Party of the intent to terminate this Agreement before the end of its term, the effect of this Agreement shall be automatically prolonged for 3 (Three) subsequent years, and afterwards shall be prolonged for 3 (Three) subsequent years upon expiration of each preceding 3-year period unless the Agreement is terminated in accordance with this Section of the Agreement.
11.3. The Parties may terminate this Agreement by way of executing an additional termination agreement to this Agreement.
11.4. Each Party has the right to unilaterally and extrajudicially terminate this Agreement before the end of its term by sending a written termination notification to the other Party by registered mail or courier service not less than 30 (Thirty) calendar days before the projected date of the Agreement’s termination by the terminating Party.
11.5. The Agreement may be terminated if the Personal Profile is deleted by the Customer in Billinger Service: the Customer is entitled to delete its Personal Profile and terminate this Agreement by sending a request for deletion of the Personal Profile to the General Contractor by means of electronic communication, including, but not limited to functionality of Billinger Service and email. Pursuant to such request the General Contractor creates unilateral termination notice of the Agreement and sends it to the Customer via email stated in the Personal Profile in Billinger Service. The Parties shall perform all mutual settlements within 30 (Thirty) calendar days as of the date of respective termination notice.
11.6. The Customer agrees that the General Contractor may, in case of any change in legislative regulations which makes it impossible to provide the Billinger Service in compliance with applicable law, or upon infringement by the Customer or by its representatives of the Terms of Use of the Billinger Service and/or the Privacy Policy and/or the terms of this Agreement, immediately, in the General Contractor’s sole discretion, unilaterally, extrajudicially and without prior notice to the Customer terminate access to and the Customer’s ability to use the Billinger Service, as well as immediately terminate this Agreement by sending a written termination notification to the Customer.
11.7. Upon termination of this Agreement for any reason and by any Party hereto, the General Contractor provides the Customer with the Act for the relevant Accounting Period and returns to the Customer unspent part of the advance payment. Provision of the Act and return of the advance payment shall be performed by the General Contractor within 10 (Ten) business days as of the date of the end of the Accounting Period when termination of this Agreement occurred.
11.8. the Customer expressly agrees that the General Contractor is under no obligation to and shall not compensate to the Customer any losses arising out of termination of this Agreement by any Party and for any reason, or out of termination of access and the ability to use the Billinger Service.
12. FORCE MAJEURE EVENTS
12.1. The Parties are hereby relieved from liability for non-fulfillment or inadequate fulfillment of their contractual duties under this Agreement in cases of arising of force majeure circumstances which directly or indirectly prevent performance of this Agreement, that is, such circumstances which are independent from will of the Parties, could not be foreseen at the moment of execution by the Customer and the General Contractor of this Agreement, and that cannot be rectified by reasonable measures once they arise.
12.2. The circumstances discussed in this Section 12 shall include war and military operations, wrongful acts of third parties, uprisings, epidemic outbreaks, earthquakes, floods and other natural disasters, and enactment by government bodies of acts directly or indirectly influencing the scope of this Agreement and the ability to perform this Agreement by any Party.
12.3. The Party suffering the force majeure circumstances must immediately notify the other Party in writing of arising, type and possible duration of the relevant circumstances. If such Party fails to notify the other Party about arising of the force majeure circumstances that Party loses the right to refer to such circumstances.
12.4. Arising of the circumstances discussed in this Section 12 of the Agreement, considering fulfillment of the requirements of Clause 12.3 of this Agreement, shall extend the term of performance of contractual obligations under the Agreement by the Party suffering the force majeure circumstances for the period equaling the term of the circumstances that arose plus reasonable term for due performance of contractual obligations by the relevant Party.
12.5. If the circumstances discussed in this Section last for more than 2 (Two) months, the Parties shall collectively define their future relationship under this Agreement.
13. APPLICABLE LAW. DISPUTE RESOLUTION
13.1. This Agreement is governed by and shall be construed in accordance with the law of Estonia without application of collision norms.
13.2. In the event of any dispute arising out of or in connection with the present Agreement, the Parties shall first try to settle the dispute.
13.3. If the dispute has not been settled pursuant within 90 (Ninety) calendar days following the filing of a request for mediation or within such other period as the Parties may agree in writing, all unsettled disputes, controversies or claims arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be referred for hearing and final settlement through arbitration under the UNCITRAL Arbitration Rules as in effect as of the dispute resolution. The language to be used in the arbitral proceedings shall be English or Russian.
14. GENERAL
14.1. Any and all amendments and additions to the Agreement shall be valid and effective only if executed in a written agreement signed by both Parties.
14.2. Should any provision of this Agreement be deemed void, illegal or otherwise unenforceable, such provision shall, to the extent possible, be deemed severed from this Agreement, and the rest of the provisions shall apply as if the severed provision was explicitly excluded from the Agreement.
14.3. The Customer may not assign its rights and obligations under this Agreement in part or in full to third parties without the General Contractor’s prior written consent. The General Contractor may assign its rights and obligations under this Agreement in part or in full to any third party, inter alia, for the purposes of resolving matters relating to Works and Services performed and rendered to the Customer under this Agreement and resolving matters relating to relationships between the General Contractor and Subcontractors.
14.4. The Customer may not enter with any third party into agreements that affect the rights and interests of the General Contractor. Any agreement between the Customer and any party that is not a Party to this Agreement notwithstanding the date of its execution that contradicts or does not conform to this Agreement does not have legal effect against the General Contractor.
14.5. The Parties’ relations hereunder are not, will not be and under no circumstances shall be construed as establishing or contemplating the existence of any other relations between the Parties, including but not limited to agency, partnership or joint venture relationships. The Parties additionally agree that the Parties’ relationship hereunder is not a commissioning relationship between a principal and an agent, and that the relationship between the General Contractor, the Contractor and the Subcontractors that may be engaged by the General Contractor and/or Contractor for the purposes of performing Works and rendering Services hereunder is not and may not be classified as a relationship between the agent and executors of the principal’s requests.
14.6. The Customer hereby unambiguously agrees and grants to the General Contractor the right to place the Customer’s logotype, brand name and/or other means of identification of the Customer, goods, works, services of the Customer, including, but not limited to trade name, trademarks and service marks, at the web site of Billinger Service in the General Contractor’s own presentation aims under the following conditions:
14.6.1. specified placement does not entail any obligation of the General Contractor to make any payment to the Customer;
14.6.2. the right is granted for unlimited period of time or until an official notice is received by the General Contractor from the Customer on termination of the placement;
14.6.3. the General Contractor is entitled to delete previously placed Customer’s logotype, brand name and/or other means of identification of the Customer, goods, works, services of the Customer, including, but not limited to trade name, trademarks and service marks in case of disinterestedness of such placement.
14.6.4. the Customer hereby represents and warrants that it has all necessary rights to the results of intellectual activity and to the means of identification, including the right to grant authorization to the General Contractor to make placement at the website of Billinger Service. In case if any third party will address any claim to the General Contractor and/or owner of the website where Billinger Service is located, in regards to violation of their rights as to placed results of intellectual activity and means of identification at the website of Billinger Service, the Customer is obligated solely and its own expense to settle such claims of third parties as well as reimburse the General Contractor with all losses supported by documents and incurred in due to such claims.
Contact information
Tornimäe mnt, 5, Tallin, Estonia, 10145