Development Agreement

1. Terms and definitions

1.1. Website means a collection of interconnected web pages combined under one domain name or IP address and belonging to a private individual or organization.

1.2. Website structure means the composition and interdependence of the website's sections and pages.

1.3. CMS — software designed to automate the processes of managing a website's content, maintenance, and administration.

1.4. Website functionality means the website's operational characteristics.

1.5. Website page means a web page that forms part of the website.

1.6. Software component (module) means a functionally complete part of a CMS intended for storage, transmission, and combination with other components.

1.7. Web page — an interactive document displayed in a browser. It may contain text, images, animation, and video. It consists of one or more files.

1.8. Web page template means a set of files containing fixed information, on the basis of which, together with information obtained from a database, a dynamic web page is generated.

1.9. Dynamic web page means a web page whose content depends on information stored in a database.

1.10. Browser means software for viewing websites, that is, for requesting web pages (primarily from the Web), processing and displaying them, and navigating from one page to another. It is a client application.

1.11. Implementation means a set of activities aimed at integrating a separate component into the software.

1.12. Domain name (domain) means a unique combination of characters by which a website can be identified on the Internet or a local area network.

1.13. Web server means a server that interacts with a client using an HTTP request.

1.14. Client means a hardware or software component of a computing system that sends requests to a server.

2. Subject matter of the agreement

2.1. The “Contractor” undertakes, within the time limit established by the “Agreement,” to perform work and provide services to create a website (hereinafter referred to as the “Website”) as specified in clause 2.3 of the “Agreement” (hereinafter referred to as the “Work”), and the “Customer” undertakes to accept and pay for the “Work.”

2.2. The cost of the “Work” is set forth in the “Estimate” (Appendix No. 1 to the “Agreement”), which constitutes an integral part of the “Agreement,” and the time limits for completing the “Work” are established in the “Work Schedule” (Appendix No. 2 to the “Agreement”), which constitutes an integral part of the “Agreement.”

2.3. The “Contractor” performs the following “Work”:

- Development of the “Website” structure.

- Selection of the “Website” CMS.

- Development of software components.

- Implementation of software components in the “Website” CMS.

- Implementation of ready-made web page templates on the “Website.”

- Publication of the “Website” on a web server.

3. Term of the agreement

3.1. The “Agreement” enters into force upon signing and payment of an advance equal to 50% of the cost of the “Work” and remains in force until development is completed.

3.2. If development uses a paid CMS produced by us or by our partners, 100% of the cost of the CMS product must first be paid.

3.3. The “Agreement” may also enter into force when a task is created in Microsoft Teams, the ITMSFT Group CRM system, or Microsoft Visual Studio TFS, of which the “Customer” will be notified by SMS or email notification.

4. Rights and obligations of the parties

4.1. The “Customer” undertakes to:

4.1.1. Inspect and accept the “Work” in the presence of the “Contractor” and pay for it in accordance with the procedure and on the terms stipulated by the “Agreement.”

4.2. The “Contractor” undertakes to:

4.2.1. Perform the “Work” specified in the “Agreement” within the time limits established in the “Work Schedule.”

4.2.2. Develop the “Website” structure.

4.2.3. Test the CMS.

4.2.4. Develop software components, with the “Customer” becoming the owner of the rights to the software components created upon signing the certificate of completed work under the “Agreement.” The “Contractor” may not use the software module or modules created for its own purposes.

4.2.5. Perform the installation, setup, configuration (implementation) of software components in the “Website” CMS.

4.2.6. Perform the installation, setup, configuration (implementation) of ready-made “Website” web page templates, the rights holder of which is the Developer of the respective template.

4.2.7. Register or transfer the domain name in the name and at the expense of the “Customer.”

4.2.8. Host the “Website” on its web server for a period of 1 year (for a separate fee in accordance with the hosting department's tariffs).

4.3. The “Customer” has the right to:

4.3.1. Check the progress and quality of the “Work” at any time without interfering with the “Contractor's” activities.

4.3.2. Receive additional information in writing by email.

4.4. The “Contractor” has the right to:

4.4.1. Engage persons on a contractual basis to perform the “Work,” for whose actions the Contractor shall be responsible as for its own.

4.4.2. Refrain from commencing the “Work,” suspend the “Work” already commenced, or refuse to perform the “Agreement” and demand compensation for losses where the “Customer's” breach of its obligations under the “Agreement” prevents the “Contractor” from performing the “Agreement,” as well as where there are circumstances clearly indicating that the “Customer” will not perform the specified obligations within the established time limit.

5. Time limits for completion of the work

5.1. The start and completion dates of the “Work” are shown in the “Agreement's” work schedule and in Microsoft Teams, the ITMSFT Group CRM system, or Microsoft Visual Studio TFS.

5.2. The interim time limits for completing the “Work” are determined on a stage-by-stage basis in the “Work Schedule” (Appendix No. 2 to the “Agreement”), which constitutes an integral part of the “Agreement.”

5.3. The start and completion dates of the “Work” under the “Agreement” shall be postponed unilaterally by the “Contractor” for the duration of the “Customer's” delay in performing the reciprocal obligations stipulated in clause 4.1 of the “Agreement.”

6. Cost of work and services and settlement procedure

6.1. The cost of the “Work” under the “Agreement” is determined by the “Parties” in the “Estimate” (Appendix No. 1 to the “Agreement”), which constitutes an integral part of the “Agreement.”

6.2. Payment under the “Agreement” shall be made as follows: before the work begins, the “Customer” shall make an advance payment of 50 (fifty) percent of the cost of the entire scope of the “Work” specified in clause 6.1 of the “Agreement.” The “Customer” shall pay the remaining cost of the “Work” upon completion of development, even if the development was completed earlier or later than the anticipated date.

7. Procedure for delivery and acceptance of the work

7.1. Upon completion of each stage of the “Work” or the final result of the “Work,” the “Contractor” shall provide the “Customer” with the results of the completed “Work” and a Certificate of Completed Work in the form set forth in Appendix No. 3 to the “Agreement,” which constitutes an integral part of the “Agreement” and which the “Customer” shall approve.

8. Confidential information

8.1. The “Parties” undertake not to disclose and to take measures to protect against unauthorized access by third parties to information relating to the subject matter of the “Agreement,” the project, and the Parties' personal information.

8.2. The “Parties” have agreed to treat the following information as confidential:

List of confidential information.

• Personal data of the Parties;
• Financial data of the Parties;
• Contact details of the Parties;
• Development stages and data under the current Agreement;
• Private correspondence and telephone conversations.

In this regard, the “Parties” undertake to take the necessary measures to protect confidential information and not to disclose it to third parties without the prior written consent of the other “Party.” The confidentiality conditions applicable to this information shall remain in force throughout the term of the “Agreement” and for 100 (one hundred) years after the end of the contractual relationship under the “Agreement.”

8.3. The “Parties'” obligations concerning confidentiality and non-disclosure under the “Agreement” shall not apply to publicly available information.

8.4. If either “Party” discloses confidential information, it shall compensate the other “Party” for the resulting losses, including any actual damage or lost profits.

8.5. Confidential information may be transferred by either “Party” to public authorities on the grounds and in accordance with the procedure established by law, with immediate notice thereof to the other “Party.”

9. Liability of the parties

9.1. The “Parties” shall be liable for failure to perform or improper performance of their obligations under the “Agreement” in accordance with the laws of Ukraine.

9.2. A penalty under the “Agreement” shall be paid only on the basis of a substantiated written demand by the “Parties.”

9.3. Payment of a penalty shall not release the “Parties” from performing the obligations stipulated by the “Agreement.”

10. Grounds and procedure for terminating the agreement

10.1. The “Agreement” may be terminated by agreement of the “Parties” or unilaterally upon the written demand of either “Party” on the grounds stipulated by the “Agreement” and applicable law.

10.2. Unilateral termination of the “Agreement” shall take place only upon a written demand by the “Parties,” within 14 calendar days from the date on which a “Party” receives such demand.

11. Resolution of disputes arising from the agreement

11.1. The claims procedure for the pre-trial settlement of disputes arising from the “Agreement” is not mandatory for the “Parties.”

11.2. Letters of claim shall be delivered by the “Parties” by courier or registered mail with acknowledgment of receipt to the addressee at the location of the “Parties” specified in clause 16 of the “Agreement.”

11.3. The “Parties” may send letters of claim by other means, namely to an email address. Such letters of claim shall have legal effect if the “Parties” receive their originals by the method specified in clause 9.2 of the “Agreement.”

11.4. The period for reviewing a letter of claim is 14 business days from the date it is received by the addressee.

12.5. Disputes arising from the “Agreement” shall be resolved in court in accordance with applicable law.

12. Force majeure

12.1. The “Parties” shall be released from liability for full or partial failure to perform their obligations under the “Agreement” if such failure results from force majeure, namely fire, flood, earthquake, strike, war, actions of public authorities, or other circumstances beyond the control of the “Parties.”

12.2. A “Party” that is unable to perform its obligations under the “Agreement” shall give the other “Party” timely written notice, but no later than 7 calendar days after the occurrence of the force majeure circumstances, and provide supporting documents issued by the competent authorities.

12.3. The “Parties” acknowledge that the insolvency of the “Parties” does not constitute a force majeure circumstance.

13. Miscellaneous

13.1. The “Parties” have no related oral arrangements. The text of the “Agreement” fully reflects the actual intent of the “Parties.”

13.2. All correspondence concerning the subject matter of the “Agreement” that preceded its execution shall lose legal effect as of the date the “Agreement” is executed.

13.3. The “Parties” acknowledge that if any provision of the “Agreement” becomes invalid during its term as a result of a change in legislation, the remaining provisions of the “Agreement” shall remain binding on the “Parties” throughout the term of the “Agreement.”

13.4. The “Agreement” is executed in 2 (two) original counterparts in Russian, one for each of the “Parties.”