Public Offer Agreement for Software Development Services

This document constitutes an official public offer (the “Offer”) of SIA WorkAround, registration number 40203256689, VAT No. LV40203256689, registered office at Jūrkalnes iela 15, Riga, LV-1046, Latvia, represented by Aleksandr Pelikh, Chairman of the Board (the “Contractor”), addressed to any legal entity or individual entrepreneur (the “Customer”) that accepts this Offer in the manner set out in Section 1 below.

This Offer is not addressed to consumers. By accepting this Offer, the Customer confirms that it acts for purposes relating to its trade, business, craft or profession and not as a consumer.

The Contractor is willing to provide software development services (the “Services”) and the Customer desires to obtain such Services, subject to the terms and conditions set forth herein. The acceptance of this Offer creates a binding agreement between the Contractor and the Customer (the “Agreement”) on the terms set out below.

1.1 The full and unconditional acceptance of this Offer is the payment by the Customer of an invoice issued by the Contractor for the Services, including an advance invoice (the “Acceptance”). No handwritten or electronic signature of the Customer is required in order to conclude the Agreement.

1.2 The Agreement is deemed concluded on the terms of this Offer at the moment the corresponding funds are credited to the Contractor’s bank account.

1.3 By performing the Acceptance, the Customer confirms that it has read, understood and fully agrees to all terms of this Offer and its appendices, and that the Customer’s details provided in the Order and/or used for payment are complete and accurate.

1.4 The subject matter, scope of the Services, the development stages, the deadlines and the cost for a specific project are defined in the relevant order agreed between the Parties (the “Order”) and/or in the invoice issued by the Contractor and/or in an Appendix to the Agreement, each of which forms an integral part of the Agreement upon Acceptance.

1.5 The Contractor may amend or withdraw this Offer at any time by publishing a new version. The version of the Offer in force at the moment of Acceptance governs the Agreement concluded upon that Acceptance; subsequent changes to the Offer do not affect Agreements already concluded.

(a) In accordance with the terms of this Agreement, the Contractor, based on the Customer’s Orders, develops software (hereinafter referred to as the “Software”) and provides the Customer with exclusive rights to use this Software in any form and in any way, setting up associated software and/or software add-ons, and the Customer undertakes to pay for the development of the Software in the manner and on the terms provided for in this Agreement.

(b) The Contractor undertakes to develop the Software for the Customer within the time frame stipulated by this Agreement for a fee in accordance with the technical specifications for software development reflected in the relevant Order and/or Appendix agreed for the specific project, which is an integral part of this Agreement.

(c) The conditions for software development, namely the stages of software development, as well as the cost of software development, including in stages, are determined in the relevant Order and/or Appendix agreed for the specific project, which is an integral part of this Agreement.

(d) The software being developed is modular and expandable. The Customer has the right, under this Agreement, to entrust the Contractor with the development of Add-ons and Modules that expand the functionality of the Software that are not included in the Software and setting up associated software and/or software add-ons, which is reflected in the Additional Agreements within the terms and conditions agreed upon by the Parties in these Additional Agreements.

(e) All necessary licenses for additional software are paid by the Customer.

3.1. The Customer undertakes:

1. Together with the Order(s) for software development, submit to the Contractor a clearly formulated Technical Specification, which indicates, in particular, the requirements for the software being developed, the goals of developing this software, and other information necessary for the Contractor to develop the software. The Customer is obliged to provide all information requested by the Contractor and sign-off changes to target linked/related business processes if the Technical Specification shall be created by the Contractor.
2. Pay for software development in accordance with the terms of this Agreement.
3. Timely coordinate with the Contractor changes in the content of the Technical Specifications.
4. Respect personal non-property rights to the software in accordance with applicable law.
5. Determine the responsible person to interact with the Contractor on issues related to the development of software.
6. Provide the Contractor with all the information necessary for software development within 2 (two) days from the date of the request from the Contractor.
7. Ensure management decisions are made in order to implement processes related to the development and implementation of Software within 2 (two) days from the date of the request from the Contractor.
8. Ensure the presence of employees at online training on how to use the Software within 2 (two) days from the date of the request from the Contractor.
9. Accept and test the result of intermediate work no later than 5 (five) days from the date of notification from the Contractor and sign the intermediate acceptance certificate.
10. Do not disclose to third parties commercial, financial, technical, and other information that became known during the implementation of this Agreement.

3.2. The Contractor undertakes:

1. Develop software for the Customer in accordance with this Agreement and Additional Agreements to this Agreement within the time limits agreed upon by additional agreements in each specific case.
2. If the technical specification is created by the Contractor, collect requirements and formulate the target business process on behalf of the Customer during the first stage of work.
3. Inform the Customer within a reasonable time about all circumstances affecting changes in the software development period.
4. At the Customer’s request, inform him about the progress of software development.
5. If, at the Customer’s request, the requirements for the target business process change after initial approval, the Contractor provides within 5 (five) days an assessment of the change in the price of the stage, if such changes lead to a change in the scope of work.
6. Notify the Customer about the completion of the intermediate stages of work.
7. Do not disclose to third parties commercial, financial, technical, and other information that became known during the implementation of this Agreement. Such information does not include the fact of concluding an agreement between the Parties and the scope of work performed.

(a) The development of each specific software item is carried out by the Contractor based on the corresponding Order of the Customer with the Technical Specifications attached to it. If necessary, configure third-party software on behalf and in the interests of the Customer.

(b) If during the creation of the software there is a need to make any changes to the task or other changes to the terms of the Agreement, then such changes are formalized by written agreement of the Parties.

(c) The Customer, no later than 5 (five) days from the date of notification by the Contractor about the readiness of the software, undertakes to accept and test the software provided by the Contractor.

(d) After the Customer makes a decision on the compliance of the software with the requirements of the assignment, the Parties draw up an acceptance certificate for the work performed. In the event of a reasoned refusal of the Customer to sign the acceptance certificate, the Parties draw up a bilateral report indicating the necessary modifications and the deadlines for their implementation.

(a) The cost of Services payable by the Customer to the Contractor is determined in the relevant Order and/or Appendix agreed for the specific project and/or in the invoice issued by the Contractor.

(b) The Customer pays the cost of Software development, which is the subject of this Agreement, by transferring funds to the Contractor’s bank account, contained in the invoice, in Euro (EUR) / United States Dollars (USD).

(c) The Customer pays an advance payment of 50 (fifty) percent before the start of the development phase according to the schedule set out in the relevant Order and/or Appendix to this Agreement. Payment of the advance invoice constitutes Acceptance of this Offer in accordance with Section 1. In case of a delay in payment by the Customer with a corresponding delay in the start date of the stage, the end date of the stage and the dates of subsequent stages are postponed not less than to the corresponding delay period.

(d) The Customer pays the final payment of the development phase within 5 (five) days after the date of the end of the development phase according to the schedule set out in the relevant Order and/or Appendix to this Agreement.

(e) If it is impossible to complete the work for a stage due to the fault of the Customer, the Customer pays the full estimated cost of the stage. If it is impossible to complete the work at a stage due to the Contractor’s fault, the Customer will only be compensated for the costs actually incurred by the Contractor.

(f) Payments under this Agreement do not include any additional costs of the Customer (for example, the Customer’s taxes or/and similar costs) under applicable law.

(g) Services under this Agreement are not subject to VAT on the Contractor side.

(h) Any additional costs of the Parties, such as taxes, duties, and similar payments related to the national law of the country of registration, are borne by the Party whose law provides for them and they are not included in the price of this Agreement.

(a) Exclusive rights to use the Software as a whole and any part thereof belong to the Customer from the moment of creation of the Software.

(b) Personal non-property rights to the software belong to the individuals whose labor created the software.

The Parties may wish, from time to time, in connection with work contemplated under this Agreement, whether before or after the date hereof, to disclose to each other proprietary information, data, know-how, designs, drawings, specifications, test and research results, market studies, price or cost information, supplier or customer lists, regulatory files to the extent they are not public information by law and other similar materials (“Confidential Information”). This Confidential Information will be treated as trade secrets and held in confidence.

The Contractor and the Customer will use Confidential Information only in a manner consistent with this Agreement and may not disclose any Confidential Information to any third party during the term of this Agreement or for a period of three (3) years from the date of disclosure, whichever is longer. The non-disclosure obligation stated in this Section 7 shall not apply to information that:

1. was disclosed pursuant to written permission by the Customer and the Contractor;
2. is already in the recipient party’s possession at the time of disclosure thereof;
3. is a part of the public domain through no fault of the recipient party;
4. is received from a third party having no obligations of confidentiality to the disclosing party;
5. is independently developed by the recipient party; or
6. is required by law or regulation to be disclosed.

(a) This Agreement comes into force from the moment of Acceptance (as defined in Section 1) and is valid until the Parties fully fulfill their obligations under the Agreement.

(b) This Agreement may be terminated early: (i) by agreement of the Parties; or (ii) in other cases provided by law.

(c) Return of materials upon termination. Upon termination of this Agreement for any reason, the Contractor shall furnish to the Customer all completed deliverables, work in process, incomplete work, and other material embodying such work performed in connection with the provision of the Services under this Agreement after payment for the costs actually incurred by the Contractor.

(d) Survival of certain rights and obligations. On termination or expiration of this Agreement, each Party shall immediately return to the other Party all Confidential Information of the other Party in its possession. In addition, notwithstanding anything in this Agreement to the contrary, the provisions concerning Duties (in the part of confidentiality), Payment Terms, Ownership of Intellectual Property Rights, Confidentiality, Indemnity and Miscellaneous shall remain in full force and effect after the termination of this Agreement, regardless of cause.

(a) Neither Party to this Agreement nor their affiliated companies, officers, agents, directors, and employees of any of the foregoing, shall be liable to any other Party hereto in any action or claim for consequential or special damages, loss of profits, loss of opportunity, loss of product or loss of use, whether the action in which recovery of damages is sought is based on contract, tort (including sole, concurrent or other negligence and strict liability), statute or otherwise. To the extent permitted by law, any statutory remedies which are inconsistent with the provisions of these terms are waived.

(b) Both Parties pay for bank commissions on their own side.

(c) All disputes, disagreements and claims arising out of or relating to this Agreement, which have not been settled between the Parties through negotiation, shall be resolved in accordance with the laws of the Republic of Latvia at Riga Civil Action Arbitration Court (registration No. 40103222046 in the Arbitration Court Register), in accordance with the rules of procedure of this arbitration court, in the composition of one arbitrator, in the written procedure and provided that in the event that the defendant fails to submit a response to the claim, it shall be deemed to be accepting the claim.

(a) Applicable law. This Agreement is made under and will be governed by and construed in accordance with the United Nations Convention on the International Sale of Goods, the Civil Law of the Republic of Latvia, and applicable mandatory laws of the countries of registration of the Parties to this Agreement.

(b) Relationship. This Agreement does not make either Party the employee, agent, or legal representative of the other for any purpose whatsoever. Neither Party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other Party.

(c) Entire agreement. This Offer, together with the Order(s), Appendices and invoices accepted by the Customer, constitutes the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all previous proposals and all negotiations, conversations, or discussions heretofore had between the Parties related to this Agreement. No agreements altering or supplementing the terms hereof may be made except using a written document signed by the duly authorized representatives of the Parties, except as otherwise expressly provided in this Agreement.

(d) Electronic interaction. The Parties acknowledge that this Offer is accepted by payment as set out in Section 1, without the need for a handwritten or electronic signature of the Customer. The Parties further agree that Orders, invoices, acceptance certificates and other operational documents exchanged via the Parties’ designated e-mail addresses are legally binding on the Parties. Any amendment to the terms of the Agreement itself, however, requires either a written document signed by authorized representatives of the Parties (by handwritten or qualified electronic signature) or the Acceptance of a new Order/invoice reflecting such amendment.

(e) Data protection. Each Party processes personal data of the other Party’s representatives received in connection with the Agreement in accordance with applicable data protection law (including Regulation (EU) 2016/679, GDPR), solely for the purposes of concluding and performing the Agreement. The Contractor’s processing of personal data collected via its website is further described in its Privacy Policy.

(f) Language. The primary language of this Agreement is English. The Parties may carry out a qualified translation of this Agreement independently if required by the national laws of their jurisdiction. In any case, the only legally valid version is the original in English. Any inconsistencies in the translation into a national language cannot be interpreted as an acceptable change to the terms of this Agreement.

SIA WorkAround

Registration number: 40203256689

VAT No.: LV40203256689

Registered office: Jūrkalnes iela 15, Riga, LV-1046, Latvia

Bank details: as specified in the invoice issued to the Customer

E-mail (for Orders and operational correspondence): info@workaround.lv

Represented by: Aleksandr Pelikh, Chairman of the Board

The Customer’s details are those specified in the Order and/or used for payment. No signature of the Customer is required: Acceptance of this Offer is performed by payment in accordance with Section 1.