OFFER AGREEMENT FOR PROVISION OF SERVICES FOR COMPUTER PROGRAM DEVELOPMENT AND CONFIGURATION

This document, which is permanently published on the Internet at the web address cart-power.ru/pravovaya-informaciya/licence-agreement/ represents an offer made by Cart-Power LLP, Stoney Works, 8 Stoney Lane, London, United Kingdom, SE19 3BD, (hereinafter – the Administration) to conclude an agreement for the provision of services relating to the development and configuration of a computer program for the purpose of establishing an online store (hereinafter – the Agreement, the Offer) in connection with a specific domain name, with any natural or legal person that responds to such offer (hereinafter – the User), on the terms and conditions set out below.

1. Terms and Definitions

1.1. The Parties agree that for the purposes of this Offer, the terms and definitions set out below shall have the following meanings:

Offer — this offer contains all essential terms of the Agreement and expresses the Administration’s intention to conclude such an agreement on the terms set out herein with any legal entity or natural person that responds thereto. The term “Offer” shall hereinafter also refer to the Agreement itself.

Agreement — the agreement containing the essential and other terms of the agreement for the provision of services for the development and configuration of the Computer Program, which shall be deemed concluded upon the Administration’s receipt of the Acceptance (hereinafter – the Agreement, the Offer). 

Acceptance — the response of any legal entity or natural person indicating full and unconditional acceptance of the Offer, by performing the actions specified in this Offer.

Administration — Cart-Power LLP, Stoney Works, 8 Stoney Lane, London, United Kingdom, SE19 3BD. 

Computer Program (Program) — the software, being a computer program, in respect of which the Administration renders services. 

User — any legal entity or natural person that has shown interest in the Site and has accepted this Agreement in accordance with the terms hereof. A natural person representing a legal entity, who has shown interest in the Site and accepted this Agreement, shall be deemed an authorized representative, irrespective of whether the Administration has requested any supporting documents (including a power of attorney or other documentation).  

Parties — the Administration and the User. 

Services — actions performed by the Administration aimed at creation of an online-store or marketplace for the User, its customization, optimization, modernization, promotion, as approved in the Specification. 

Payment Systems — a service for the electronic transfer of money or other substitute means of payment (including checks, certificates, conditional payment units, or specialized securities). The Payment System shall be chosen at the Administration’s sole discretion. 

 Specification — a document specifying the purpose, structure, cost, and description of the procedure for the provision of Services by the Administration.  

Online-store or marketplace — the conceptual end product resulting from the Services rendered by the Administration to the User pursuant to the Specification. 

Design — the elaboration of interface elements of an online store or marketplace, creation of graphic design, selection of colors, and other aesthetic solutions for an online store or marketplace of the User, as set forth in the Specification. 

Server configuration — the technical stage including installation and configuration of the server hardware and software for an online store or marketplace.

Mobile application — the software designed for installation and use on mobile devices. 

Bug — a defect in the software that causes improper functioning, crashes, or unexpected results in the course of use.

Request — a description of the expected end result compiled and sent to the Administration by the User with a view to have a Specification made. 

Website, Site — the resources legally owned by the Administration on the Internet, located at https://cart-power.com/, hd.cart-power.com .

Licensing (User) agreement — the agreement between the Administration and the User on the use of the Site. 

1.2. All other terms and definitions appearing in the text of the Offer shall be construed by the Parties in accordance with law, the applicable recommendations (RFCs) of international Internet standardization bodies, and the customary rules of interpretation of the relevant terms as established on the Internet.

1.3. Terms and definitions may be used in either the singular or the plural, with lowercase or uppercase letters, depending on the context.

1.4. The headings (section titles) and the structure of the Offer throughout this Agreement serve for easy reference only and have no literal legal value.

2. OFFER AGREEMENT TERMS

2.1. The Offer binds the Administration from the time the Offer is accepted by the User. Should the notice of revocation of the Offer be received prior to or simultaneously with the Offer itself, the Offer shall be treated as not having been received.

2.2. The valid Acceptance of this Offer shall be constituted by the User’s performance of all of the following actions in their totality: 

— Reviewing and accepting Terms of Service accessible at https://cart-power.com/legal-documentations/terms-of-service-use/ and Privacy Policy accessible at https://cart-power.com/legal-documentations/privacy-policy/,  

— Making payment for the service provided by the Administration in accordance with the terms and conditions of the current Offer Agreement. 

2.3. Acceptance of the Offer shall be deemed confirmation that all terms and conditions of the Offer, without exception, are accepted by the User in full and without any reservations, limitations, or qualifications. Such Acceptance shall further confirm that the User understands all terms of the Service provision and the Offer, that the User has availed themselves of the right to obtain from the Administration any and all explanations with respect to the terms of the Service provision and the Offer, and shall additionally confirm that such terms are fully consistent with the User’s will, needs, and requirements.

2.4. The Agreement shall be considered concluded provided that the Acceptance is received by the Administration before the Administration publishes on the Site on the Internet a new Offer or a notice stating that the Administration does not intend to continue entering into agreements by way of a public offer. 

2.5. The Agreement shall come into force from the moment of its conclusion and shall remain in force until full fulfillment of the obligations by the Parties. 

2.6. If any paragraph of the Agreement proves impossible to be literally fulfilled and applied to the legal relations of the Parties, it is interpreted according to legislation and initial interests of the Parties. The rest of the paragraphs of the Agreement shall remain in full force and effect.

2.7. The Parties hereby warrant to each other that they have full legal capacity and authority to carry on their business and to conclude and perform this Agreement, and that the execution of this Agreement does not require the approval of their respective management bodies, any additional authorization, or observance of any special formalities for the completion of transactions, whether under applicable legislation or their constitutive / registration documents.

3. SUBJECT OF AGREEMENT

3.1. The subject matter of this Agreement is the provision of Services to the User for a fee, relating to the Computer Program, carried out by the Administration and/or third parties retained by it, in compliance with the Specification approved by the Parties. 

3.2. The manner in which the Administration interacts with third parties retained for the purposes of this Agreement shall be regulated by separate agreements and instruments, and shall not be deemed an essential condition of this Agreement. 

3.3. Should the Administration, pursuant to the terms of this Agreement, create any intellectual property (whether in the form of a development deliverable or any other service output), the Administration shall retain all exclusive ownership rights to the service result and to any derivative instruments based thereon. The User shall be granted a non‑exclusive license to exploit such results for the term of their legitimate use of the Computer Program. 

4. SERVICE PROVISION PROCEDURE

4.1. For the purpose of establishing the terms governing the provision of Services by the Administration, the User shall submit a Request reflecting their individual requirements for the contemplated Services. Such Request shall not constitute an essential term of this Agreement, but shall merely set forth the User’s preferences, which shall be subject to verification by a representative of the Administration. 

4.2. The Request shall be submitted by the User to the Administration by email at [email protected] or via the functionality of the Site. 

4.3. On the basis of the Request received, a representative of the Administration shall draw up and coordinate with the User the Specification, which shall contain the principal terms of the intended Services, as well as the price thereof. 

4.4. The User’s approval of the Specification shall be effected by payment for the Services in accordance with the price set out in such Specification, under the terms and conditions of this Agreement.

4.5. The scope and principal terms of the contemplated Services shall be specified in the Specification agreed with the User and may comprise services in connection wit: 

• the development and engineering of the online storeа; 
• the design of the online store; 
• prototyping; 
• server setup and configuration; 
• testing; 
• analytics and promotion of the online store; 
• any other ancillary services as may be agreed by the Parties. 

4.6. The term for the fulfillment of obligations to render Services by the Administration shall be established at the time of approval of the Specification. 

4.7. Should the User require an expansion of the scope of Services, the User may contact the Administration at [email protected] in order to arrange for additional Services to be provided by the Administration. 

4.8. The User’s subjective perception of and expectations regarding the Service shall not serve as a basis for delivering a reasoned refusal to accept the Services rendered by the Administration.

4.9. Should any amendments or supplements to the Specification be required, they shall be set out in a separate Specification, which shall be deemed independent of and unrelated to the existing Specification.

4.10. Upon the delivery of all Services specified in the Specification, the Administration shall demonstrate the deliverables, and the User shall carry out testing thereof, provided that such testing shall not exceed ten (10) working days. Following the completion of testing, and in the absence of any non-conformities with the Specification, the Service results shall be deemed accepted by the User. In the event that, within five (5) working days after the completion of testing, the User fails to submit a reasoned refusal to accept the Services, the Services shall be deemed accepted without objections, and the execution of an acceptance certificate shall not be required.

4.11. The User shall be entitled to make use of the Administration’s Technical Support, in accordance with the Technical Support Policy. 

5. PAYMENT PROCEDURE

5.1. The cost of the Service shall be calculated in accordance with the Specification as agreed with the User. The cost of the Services shall be determined by the volume and complexity of the Service to be rendered by the Administration, as described in the Specification. A 100% advance payment is required. Or, upon arrangement with the Administration, the payment may be made by an advance payment of 50% of the cost of the Service and a final payment of the remaining 50% of the cost of the Service. 

5.2. Any commission charges (where applicable) shall be paid by the User in addition to the Service cost, and the cost of the Service shall be the difference between the amount paid by the User and the amount of the commission deducted.

5.3. The payment for the Service shall be made in accordance with paragraph 5.1 of this Agreement and shall be carried out by the following methods: 

5.3.1. electronic payments through Payment Systems; 

5.3.2. other payment methods made available by the Administration upon the User’s individual request. 

5.4. The Administration shall begin rendering the Service in accordance with the Specification received and agreed upon, solely after receipt of a full prepayment or of an advance payment for the Service based on the quoted cost of the Service.

5.5. A receipt for the payment made in accordance with clauses 5.5 of this Offer shall be sent to the User’s email address.

5.5.1. If the Website’s functionality allows for it, in order to complete a funds transfer, the Website User is redirected to a secure page of the Payment System or bank, where they enter their bank card details. The Administration does not, under any circumstances, process or store Users’ bank card details through the Website. Processing and storage of such details is performed by the Payment Systems or the bank, which operates using modern protocols and technologies developed by the international payment systems Visa International and Mastercard Worldwide (3D-Secure: Verified by Visa, Mastercard SecureCode). Processing of cardholder data of a person, who holds a card account with the issuing bank under a separate card account agreement between the individual and the bank, is carried out in the bank processing center which is PCI DSS certified.

5.5.2. For the purposes of this Offer, payment shall be considered made by the User upon the crediting of funds to the Administration’s settlement account. 

5.6. If the User breaches the accepted terms and conditions of this Offer, the Administration shall not refund the funds; such funds shall instead be applied toward offsetting the Administration’s losses and shall also be deemed liquidated damages for the Administration’s breach of the Agreement.

6. REFUND PROCEDURE

6.1. Refund Procedure

6.1.1. With respect to any matters regarding the procedure for cancellation of the Service, termination of the license, or refunds, the User shall be obliged to contact the Administration by submitting an appropriate request for cancellation of the Service (license) and for a refund to the following email address: [email protected]. 

6.1.2. When applying for a refund, the User must reimburse the Administration for all actual expenses incurred, including but not limited to services already rendered, and any fees charged by banks, credit institutions, and relevant payment systems for receiving the User’s payment and for processing the refund.

6.1.3. The period for reviewing refund requests shall be 1–2 (one to two) business days from the date such request is received. Decisions on such requests shall be taken by the Administration at its sole discretion on a case-by-case basis. The timing of the refund shall be determined individually in respect of each request..

6.2. Basis for refund

6.2.1. No refund shall be made for the Power App mobile application.

6.2.2. In respect of the dedicated technical support service (hourly package), the refund shall be calculated on a pro-rata basis and issued only for the unused hours. 

6.2.3. In respect of the Custom Development service, if the work has been started, the refund shall be calculated on a pro-rata basis according to the time already spent on the development. If the work has not been started yet, a refund may be made upon request and subject to approval by the Administration.

6.2.4. In respect of the SEO service, if the work has been started, the refund shall be calculated on a pro-rata basis according to the time already spent on the SEO. If the work has not been started yet, a refund may be made upon request and subject to approval by the Administration.

6.3.  The Refund Policy is an open and publicly available document accessible on the Internet at https://cart-power.com/legal-documentations/refund-policy/ .

7. RIGHTS AND OBLIGATIONS OF THE PARTIES

7.1. The User has the right to use all Services provided by the Administration to the extent agreed upon in the Specification. 

7.2. The User is obliged to provide only relevant and accurate information about themselves when using the Site, as well as when interacting with the Administration. 

7.3. The User is obliged to provide data that is or may be necessary for the Administration prior to the commencement of the provision of Services. The Administration guarantees the confidentiality of the data provided by the User. If the User fails to provide, upon the Administration’s request, the data necessary for the provision of the Services, the Administration shall have the right to suspend the provision of the Services until the requested data is received. The term specified in the Specification for the provision of the Services shall be extended for the period of such suspension. 

7.4. The User is obliged not to use the functionality of the Site for unlawful purposes that violate the rights of the Administration and third parties in accordance with the legislation. 

7.5. The User warrants that all data provided by the User for the provision of services by the Administration is not encumbered by any claims of third parties.

7.6. The User warrants that they hold the exclusive right to the data or have obtained all necessary permissions from the authors and other rights holders with respect to the data provided.

7.7. The Administration has the right to request additional data from the User. 

7.8. The Administration warrants that the Services will be provided in accordance with the Specification approved by the Customer..

7.9. If the User discovers any errors during Testing or discrepancies with the Specification, within 100 (one hundred) or 365 (three hundred sixty-five) calendar days from the date of acceptance of the results of the provision of services, depending on the nature of the Services, the Administration shall rectify such errors and/or inconsistencies at its own expense. If the User or a third party makes any changes to the results of the Services provided, including breaching the obligations set forth in Clause 7.11 of the Agreement, the warranty terms shall not apply. Upon the expiration of such 100 (one hundred) or 365 (three hundred sixty-five) calendar days from the date of the provision of the Services by the Administration, depending on the nature of the Services, any modifications and error corrections shall be carried out by the Administration for an additional fee.

The warranty period of 100 (one hundred) calendar days shall apply to the custom development service; the warranty period of 365 (three hundred sixty-five) calendar days shall apply to the turnkey project development service.

7.10. The warranty covers the following types of Bugs: 

• errors caused by the functionality developed by the Administration in accordance with the Specification; 
• errors in the logic of the functionality; 
• visual errors,
• non-conformity of the work performed with the Specification.

7.11. The Administration shall not be liable for errors caused by: 

• conflicts with third-party modifications/add-ons/themes, unless such were specified during the development;
• conflicts arising from the platform version, unless such were specified in the Specification;
• malfunctions occurring after  platform update or edition change by the User;
• malfunctions occurring after installation of a theme by the User;
• alterations to the code by third parties;
• server errors that have caused corruption of website files or the database structure;
• cyberattacks carried out through the hosting service on which the online store is hosted, the use of simple passwords, or the provision of access to the administration panel or hosting to third parties;
• the unauthorized implementation of third-party code by the User.

7.12. Additional warranties may be agreed upon by the Parties in the Specification. 

7.13. In all other cases, the Parties shall be governed by the terms of the User Agreement, and the provisions and conditions concerning the rights and obligations of the Parties thereunder shall also apply to the Offer.

8. CONFIDENTIALITY

8.1. The Parties undertake to maintain the confidentiality of all information transmitted to each other via both secure and unsecured communication channels, regardless of the presence or absence of markings indicating the confidential status of the transmitted information, except for cases where such disclosure occurred for reasons beyond the Parties’ control, and except for cases provided for by applicable law.

8.2. For the purposes of this Agreement, Confidential Information means any information (messages, data) in any form of presentation whatsoever that is exchanged between the Parties, including, but not limited to: technical, financial, and business information (client databases, information about clients and transactions with them, etc.), data, diagrams, plans, specifications, documents, trade secrets, ideas, concepts, products, processes, technologies, prices, commercial secrets (know-how, passwords, technical logs, information about third parties, authorization credentials for access to servers, personal computers, etc.), intellectual property objects (including discoveries, inventions, innovation proposals, utility models, designs, industrial designs, not patented for any reason, computer programs, databases, draft trademarks not registered for any reason, texts, audio recordings, music, graphics, comics, drawings, projects, layouts, photographs, and other works of science, literature, and art). For the purposes of this Agreement, confidential information may be presented in any form, including in the form of electronic messages or electronic files containing data of any type, including text, images, photo-, audio-, and video materials, documents, and other information, and may also be transmitted orally. Confidential Information shall not include information that has become publicly known, to which access has been provided to third parties without restrictions, or which has otherwise become publicly available through no fault of the receiving Party (but not earlier than its public dissemination), and with respect to which the receiving Party can prove that it already possessed such information at the time it was provided by the disclosing Party, or that such information was provided without any obligations of confidentiality. Information shall also not be deemed confidential Information if the receiving Party can prove that it was created without reference to the confidential Information of the disclosing Party.

8.3. Transfer of Confidential Information to the receiving Party may be carried out:

• orally, provided that audio or video recording is made;
• on a tangible medium;
• in electronic form, with measures in place to protect against unauthorized access to the transmitted Confidential Information, including via email, messenger, or cloud data storage;
• by granting access to the information systems and information and telecommunications networks of the disclosing Party, subject to the confidentiality of the information contained therein (remote access to a local computer network, databases, and other files, provision of a virtual workstation, access to third-party web services used in the Party’s activities.

8.4. When transferring Confidential Information containing objects of intellectual activity (including but not limited to know-how, discoveries, inventions, innovation proposals, utility models, designs, industrial designs, not patented for any reason, computer programs, databases, draft trademarks not registered for any reason, texts, audio recordings, music, graphics, comics, drawings, projects, layouts, photographs, and other works of science, literature, and art), in addition to maintaining the confidentiality regime, the receiving Party is obliged to respect the intellectual rights to the received objects of intellectual activity, regardless of their registration status and/or the need for such registration.

8.5. All intellectual rights to objects of intellectual activity transmitted as part of the Confidential Information to the receiving Party, including source codes and object codes of computer programs and websites, website design mockups, texts, audio recordings, music, graphics, comics, drawings, projects, layouts, photographs, and other works of science, literature, and art, shall belong to the respective disclosing Party, unless otherwise provided in this Agreement or directly at the time of transfer of the Confidential Information.

8.6. Upon receiving objects of intellectual activity as part of the Confidential Information, the receiving Party shall have the right only to review such objects, without the right to use them in any manner whatsoever, unless otherwise provided in other sections of this Agreement or directly at the time of transfer of the Confidential Information. In any event, this Agreement shall under no circumstances provide for the transfer of any rights to objects of intellectual activity belonging to the respective disclosing Party. No provisions of this Agreement shall constitute an assignment of intellectual property rights or a waiver of such rights under applicable law.

8.7. The receiving Party shall not have the right (including the right to authorize anyone) to modify, copy, transfer to third parties, create derivative works, disassemble the object of intellectual activity into component parts or source codes, decompile, or otherwise attempt to obtain the source code of the software or any part thereof, except in cases where separate written permission from the disclosing Party has been obtained to perform such actions. Otherwise, the receiving Party shall bear full responsibility for such actions as provided for by law.

8.8. In the event that the receiving Party gains access to the information systems and information and telecommunications networks of the disclosing Party for the purpose of reviewing Confidential Information in order to perform this Agreement, the receiving Party shall equally be obliged to comply with all restrictions established by this Agreement, both with respect to the Confidential Information that has become known to it as a result of gaining access to the information systems and information and telecommunications networks of the disclosing Party, and with respect to objects of intellectual activity, the rights to which belong to the respective disclosing Party.

8.9. The receiving Party is obliged to take all necessary measures to protect the confidential Information received from the disclosing Party. Protection measures against unauthorized access to Confidential Information transmitted in electronic form shall be deemed sufficient when the disclosing Party has ensured the confidentiality of the authorization credentials used to access the information system that enables the transmission and storage of Confidential Information (e.g., login and password for a personal computer, email, messenger, local computer network, database, virtual workstation, third-party web services, etc.).

8.10. The receiving Party is obliged, upon the first request of the disclosing Party, to return all originals and copies of media containing Confidential Information no later than the first business day following the date of receipt of the disclosing Party’s request, while destroying or erasing all archival or other copies of media containing Confidential Information on its own devices.

8.11. The receiving Party shall be liable for the actions of its end users (co-contractors, subcontractors) with respect to Confidential Information as if for its own actions, and the receiving Party is obliged to conclude confidentiality agreements with its employees (co-contractors, subcontractors) on similar terms, or to include the relevant clause in employment contracts with employees or civil law contracts with co-contractors and/or subcontractors.

8.12. The receiving Party warrants that its employees and subcontractors will comply with all laws, regulations, rules, recommendations, normative acts insofar as they are involved in maintaining the confidentiality of confidential Information, in the course of performing work under this Agreement. 

8.13. For the purposes of this Agreement, “disclosure of confidential information” means an action or omission by one of the Parties to this Agreement as a result of which confidential information becomes known to third parties without the consent of its owner. The form of disclosure of confidential Information to third parties (oral, written, using technical means, etc.) shall not be material.

8.14. The following shall not constitute a breach of confidentiality: (i) the provision of Confidential Information upon a lawful request of law enforcement and other authorized state bodies and officials in cases and in accordance with the procedure provided for by applicable law; (ii) the provision of Confidential Information to employees of the receiving Party, its co-contractors and/or subcontractors for the purpose of performing their assigned tasks, provided that they comply with similar confidentiality requirements with respect to the information received; and (iii) public, oral or written reference to the fact that one Party is a counterparty of the other Party.

8.15. In the event that Confidential Information is disclosed to the aforementioned authorities and/or persons, the Party making such disclosure shall notify the owner of the Confidential Information in writing of the fact of its disclosure, its content, and the authority to which it was disclosed, no later than 2 (two) business days from the date of disclosure.

8.16. The obligations concerning compliance with the confidentiality terms shall remain in effect for an indefinite period, including after the termination of this Agreement for any reason.

8.17. In the event of disclosure by one Party of confidential Information received from the other Party, the breaching Party that committed such violation shall be obliged to compensate for all damages caused thereby, including lost profits, within 5 (five) days after receiving the corresponding written demand from the aggrieved Party.

9. FORCE MAJEURE

9.1. A Party shall be released from liability for partial or complete non-performance of its obligations under this Agreement if it proves that proper performance became impossible due to force majeure, that is, extraordinary, unforeseen, and unpreventable circumstances that arose during the performance of obligations under this Agreement, which could not reasonably have been anticipated at the time of its conclusion, nor avoided or overcome, and which are beyond the control of the Parties to this Agreement.

9.2. Circumstances of force majeure include, but are not limited to: military actions (declared or actual war), civil unrest, mass diseases (epidemics, pandemics, etc.), strikes, blockades, natural disasters (earthquake, flood, hurricane, etc.), fire, terrorist acts, sabotage, transportation restrictions, prohibitive measures of states, prohibition of trade operations, including with individual countries, resulting from the imposition of international sanctions, as well as the disconnection of data centers from the global Internet and the blocking of servers or connections by supervisory authorities. 

9.3. The following shall not qualify as force majeure circumstances, in particular: business risks, such as breach of obligations by the debtor’s counterparties, unavailability on the market of goods required for the performance of obligations, lack of necessary funds on the part of the debtor, as well as financial and economic crisis, exchange rate fluctuations, devaluation of the national currency, and criminal acts by unidentified persons.

9.4. Upon the occurrence of the force majeure circumstances specified in this section, each Party shall promptly notify the other Party thereof in writing. The notice shall contain information on the nature of the circumstances, as well as official documents confirming the existence of such circumstances and, if possible, providing an assessment of their impact on the Party’s ability to perform its obligations under this Agreement.

9.5. If a Party fails to send or sends untimely the notice provided for in this section, it shall be obliged to compensate the other Party for any losses incurred by it.

9.6. In the event of the occurrence of force majeure circumstances provided for in this section, the time limit for the Party’s performance of its obligations under this Agreement shall be extended proportionally to the duration of such circumstances and their consequences, provided that such extension is possible and/or feasible.

9.7. If the extension of the time limit for the Party’s performance of its obligations under this Agreement is impossible and/or infeasible, or if the force majeure circumstances and their consequences continue for more than 2 (two) months, then either Party shall have the right to withdraw from the performance of this Agreement, citing the impossibility of performing its obligations under the Agreement due to the force majeure circumstances, provided that additional negotiations to identify acceptable alternative methods of performing this Agreement have not yielded a positive result. The Party initiating the withdrawal from the performance of its obligations under the Agreement shall notify the other Party thereof within a reasonable time.

10. DISPUTE RESOLUTION AND CLAIMS SETTLEMENT