Public offer for entities
PUBLIC OFFER FOR THE PERFORMANCE OF WORK AND PROVISION OF SERVICES (hereinafter, the “Offer”)
This Offer is being made today by ROWLING LIMITED, a limited liability company registered under the laws of the Republic of Cyprus with Registration Number HE 237792 and registered office at Christabel House, 118 Agias Fylaxeos St., 3087, Limassol, Cyprus (hereinafter referred to as the “Contractor”), represented by MYRIEL EPAMINONDA, who is one of the directors of the Contractor and is authorized to enter and execute the present under the Articles of Association of the Company.
This Offer is a proposal to the general public and if accepted in the form stipulated below, it shall be considered as a binding agreement between the Contractor and the person accepting the Offer for the performance of work and provision of services subject to the terms and conditions set forth in the Offer and Agreement respectively.
This Offer may be amended at any time at the decision of the Contractor.
This Offer shall be deemed to have been accepted and becomes binding upon the Contractor and the person accepting the Offer when the interface check-box “I have read and accept the terms of the Offer” is ticked and the Personal Area is registered with the Arbonum Platform.
Upon acceptance of this Offer, as stipulated above, a legally binding agreement is to be considered as entered into by and between the Contractor and the person who has accepted the Offer, on the terms and conditions below:
Terms and definitions:
The Parties agree that for purposes of this Agreement, the following terms and definitions shall have the following meanings:
Customer means a legal entity or individualny predprinimatel [sole trader/sole proprietor/self-employed person] that engages the Company for the purposes of performing Works/Services under Assignments and Projects.
Assignments shall mean, in the aggregate, tasks generated by the Customer via Personal Account for the performance of certain Work and/or provision of certain Services as a part of relevant Projects.
Customer Material - for the purposes of this Agreement shall mean and include any materials provided by the Customer for the purposes of performance of the Work and/or provision of the Services under this Agreement, including, but not limited to, equipment, components, consumable materials, as well as copyright works owned by the Customer, and other intellectual property of the Customer.
Deliverables shall mean the results of the accomplished Work, which may include, inter alia, Intellectual Property, or which may immediately constitute the Intellectual Property.
Identification data shall mean a login (username) and password (access code) created by the Customer when signing up in the Customer's Personal Account on the Arbonum Platform.
Intellectual Property shall mean the intellectual deliverables as the Contractor may need to develop and alienate in terms of Intellectual Property Rights thereto (including an exclusive copyright) when performing certain Work or providing certain Services.
Intellectual Property Rights shall mean, collectively, all rights with respect to Intellectual Property, including, but not limited to the exclusive right to Intellectual Property, inter alia - the right to process Intellectual Property, the right to (make public) disclose Intellectual Property, and all other rights associated with Intellectual Property.
Personal Account shall mean a customized section of the Arbonum Platform, which is not available to general public and which is accessed by the Customer by entering the Identification Data on the Arbonum Platform login page. Personal Account is designed for interaction between the Customer, the Contractor and the Subcontractor on Assignments/Projects, including for posting Assignments and accepting Deliverables.
Freelancer's Report means a report in electronic format generated by the System to record Arbonum assignments and fees at the end of each Reporting Period, available to Freelancer for viewing and download via Personal Area on the Arbonum Platform.
Project shall mean a totality of specific, interconnected assignments for the performance of the Work and/or the provision of associated Services.
Arbonum Platform/Platform shall mean an interactive service managed by the Contractor, available at URL https://www.arbonum.com/, designed to enable interaction between the Customer and the Contractor.
Arbonum Billing System shall mean a dedicated system integrated into the Arbonum Platform which is designed to record:
the Projects and Assignments generated by the Customer in the Personal Account for the Contractor which shall perform Work and/or render Services thereunder, as well as the progress of the Work and/or Services as part of such Projects and Assignments;
the amounts of the Fee payable to the Contractor for the performance of the Work and/or the provision of the Services under the relevant Assignments.
Works and Services shall collectively mean those types of activities and services to be executed and provided as a part of Assignments/Projects which may be selected by the Customer by generating Tasks in the Customer's Personal Account on the Arbonum Platform. The list of the Work and Services which may be performed is communicated to the Customer via Personal Account on the Arbonum Platform.
Reporting Period shall mean one (1) calendar month.
Third Parties - person(s) engaged by Freelancer for the performance of Services and/or Works, namely: an adult, or an individual aged fourteen to eighteen subject to the written consent of their legal representatives such as biological/adoptive parents or custodian, a self-employed citizen or a sole trader. Freelancer shall be liable for the actions or omissions of any Third Party.
Subcontractors shall mean users of the Arbonum Platform, as well as third parties engaged by such users, who are involved by the Contractor for the purpose of performance of Work and/or provision of Services under certain Assignments/Projects. Subcontractor may also be engaged by the Contractor from among the companies which are the contract partners of the Contractor.
1. SUBJECT MATTER OF THE AGREEMENT
1.1. The Contractor hereby undertakes to perform the Work and/or provide the Services for the Customer as part of the Projects and the Assignments included in such Projects, and the Customer agrees to accept the Services rendered and/or the Work performed and the Deliverables produced and to pay the Contractor a Fee for the Services rendered and/or the Work performed and the Deliverables produced hereunder.
1.2. The execution of this Agreement, as well as the performance by the Contractor of Works and/or the provision of Services under this Agreement is carried out in accordance with the Assignments. Assignments for the execution of Works and/or the provision of Services are created by the Customer on the Arbonum Platform.
1.3. The Parties hereby expressly agree that the Customer may only set the following conditions with respect to the Assignments:
1.3.1. Work to be performed and/or Services to be provided, which the Customer selects from the list of Work and Services available for the selection by the Customer via Personal Account;
1.3.2. the time-line for the completion of the Work and/or provision of the Services under the Assignment;
1.3.3. the cost of the Assignment, i.e. the Contractor Fee for the performance of the Work and/or provision of the Services under the Assignment;
1.3.4. if the period when the Work is performed and/or Services are provided exceeds one (1) Reporting Period - the Fee payments schedule.
1.4. The Parties hereby expressly agree that Customer may not change the conditions of the Assignments after the Customer has accepted the Services rendered or Work performed and the Deliverables via the Customer's Personal Account in accordance with the procedure as set forth in Section 5 hereof. Notwithstanding the foregoing, the Customer may once change, cancel or ask to rework the existing Assignment via the Customer's Personal Account before the Customer accepts the Services rendered and/or Work executed, and the Deliverables produced.
1.5. The Assignment generated by the Customer may be rejected by the Contractor in the following instances:
1.5.1. Work and Services under the Assignment are not included in the list of Work and Services available for selection by the Customer;
1.5.2. the amount of the Contractor Fee offered by the Customer does not correspond to the minimum amount of the Contractor Fee for the performance of Work and provision of Services, which is communicated to the Customer via Personal Account;
1.5.3. the Assignment does not comply with other parameters or restrictions established by the Contractor, i.e. if the status "Rejected by the Contractor" is assigned in Customer's Personal Account, and/or the description of the Assignment does not correspond to the Work and/or Services selected by the Customer from the list of Work and Services displayed in the Customer's Personal Account on the Arbonum Platform and/or the Work, and under certain circumstances the Services and/or the Deliverables may be a source of enhanced danger, may cause damage to property and have other adverse consequences.
1.6. The Parties expressly agree that the Contractor may engage third parties i.e. subcontractors, for the purpose of performance of the Work and/or provision of the Services hereunder. In this context, the Contractor shall on its own pay Subcontractors the fees due and payable to them from the Fees of the Contractor. The Customer shall have no obligations to pay any fees to the Subcontractors for the performance of the Work and/or provision of the Services.
1.7. Should any questions arise with regards of performance of Work and/or provision the Services according to this Agreement, the Customer shall have the right, by means of the functionality of the Customer's Personal to communicate with Contractor representatives Account, and when necessary to independently and directly interact with the Subcontractors on matters relating to the performance of the Work and/or provision of the Services according to this Agreements. The Parties hereby expressly agree that both such interaction between the Customer and the Subcontractors and the fact that the Contractor provides the Customer with technical means for such interaction, cannot be and shall not be deemed as intended to constitute any labor relations, employment relations, customer and independent contractor relations or any similar relations.
1.8. Where it is necessary to use the Customer's materials for the purposes of performance of Work and/or provision of Services under the relevant Assignment, the Contractor shall have the right for the entire period of the performance of the Work and/or provision the Services under the Assignment to use such Customer materials for the purposes of performance of Work and creation of the Deliverables and/or provision of Services under the Assignment. Contractor shall have the right to transfer the Customer's materials to the Subcontractors involved in the execution of the Customer Assignment. However, where applicable, the Customer is obliged to provide on its own the necessary materials directly to the relevant Subcontractors. Upon acceptance of the Work performed and Deliverables produced and/or acceptance by the Customer of the Services rendered, the Contractor and the respective Subcontractors do not retain any rights to the Customer's materials.
2. RIGHTS AND OBLIGATIONS OF THE PARTIES
2.1. THE CONTRACTOR UNDERTAKES TO:
2.1.1. Enable the Customer to sign up a Personal Account with the Arbonum platform;
2.1.2. Enable the Customer to create Assignments and Projects via Personal Account;
2.1.3. Enable the Customer to accept the Services rendered and/or Work performed, as well as Deliverables produced via Personal Account;
2.1.4. Hand over the Deliverables to the Customer following the procedure as set forth in Section 5 of this Agreement;
2.1.5. Perform the Work and Services in a quality and orderly manner.
2.2. THE CONTRACTOR IS ENTITLED TO:
2.2.1. unilaterally terminate this Agreement pursuant to Section 13 hereof;
2.2.2. without any negative consequences for the Contractor, refuse to provide the Work and/or Services for the Customer if the Contractor has reasons to believe that the Work and/or Services ordered involve a risk of damage to property, rights, interests and health of third parties.
2.3. THE CUSTOMER UNDERTAKES TO:
2.3.1. Accept the Services rendered and/or Work performed, as well as the Deliverables produced;
2.3.2. Pay to the Contractor a Fee for Services rendered and/or Work performed, as well as the Deliverables produced;
2.3.3. Comply with the requirements for the use of the Arbonum Platform as set forth in this Agreement;
2.3.4. Comply with the local safety measures if the Services are rendered and/or the Work is performed at the Customer's premises;
2.3.5. Provide, if necessary means of security for the provision of the Services and/or performance of the Work by the involved Subcontractors;
2.3.6. Be liable for failure to comply with applicable fire safety, sanitary, environmental requirements and norms on the premises provided by the Customer and/or when the Services are provided and/or the Work is performed by the Subcontractors involved in the performance of the Work/Services;
2.3.7. Monitor compliance with safety requirements, keep appropriate safety logs in the provision of the Services and/or performance of the Work by Subcontractors involved by the Customer at its sites;
2.3.8. Notify the Contractor in advance of the Work and/or Services and the Deliverables if the Work and/or Deliverables and /or Services or Deliverables may constitute a potential hazard and as a result cause damage or loss of property or cause harm or endanger the life or health of third parties.
2.4. THE CUSTOMER IS ENTITLED TO:
2.4.1. Demand from the Contractor timely, adequate, satisfactory and high-quality performance of Works and rendering of Services within the scope of the Assignments
2.4.2. Unilaterally terminate this Agreement pursuant to Section 13 hereof.
3. PURPOSES OF THE USE OF ARBONUM PLATFORM BY THE CUSTOMER
3.1. The Parties hereby agree that Customer is entitled to use the Arbonum Platform for the following purposes only:
3.1.1. to sign up the Customer's Personal Account;
3.1.2. to create Assignments and Projects;
3.1.3. communication with Subcontractors;
3.2. Any use of the Arbonum Platform by the Customer which is not expressly provided for in this Section of the Agreement is expressly prohibited.
3.3. The Customer is not allowed to make any attempts in order to interfere in any way with the operation of the Arbonum platform. Non-compliance with the said Clause of the Agreement by the Customer shall constitute a material breach hereof.
4. CONTRACTOR’S FEE AND PAYMENT PROCEDURE
4.1. Payment for the performance of Work and provision of Services is made by transferring an advance payment in the amount of the number of accepted tasks, taking into account the current balance statement The Contractor issues an electronic invoice for the amount of the advance payment made by the Customer, which is sent to the Customer via the Customer's Personal Account.
4.2. The Contractor’s Fee in the relevant Reporting Period is made up of the following Fee amounts (Ʃ S - the total amount of Fee for the Services provided and Work performed on all the Customer's Assignments in the Reporting Period):
● all amounts of the Fee for all Services within the framework of all Assignments which were provided to the Customer and accepted by the Customer within the Reporting Period;
● all amounts of the Fee for all Services within the framework of all Assignments which were accepted by the Customer within the Reporting Period;
4.3. The Contractor's fee for the Work and Services is automatically charged by the Contractor from the amount of the advance payment made by the Customer in respect of the relevant Assignment at the time of the Customer's acceptance of the Services rendered and/or the Work performed, as well as the Deliverables produced in accordance with Section 5 of this Agreement.
4.4. In order to calculate the amounts of Fees payable to the Contractor for the performance of the Work and/or provision of the Services for each Assignment within each Reporting Period, the Parties agree to use the following formula: S = R*K, where:
«S» shall mean the total amount of the Fee for the performance of the Work and/or provision of Services under the relevant Assignment;
«R» shall mean the amount of the Contractor’s Fee specified by the Customer in the Assignment and agreed upon with the Contractor under this Agreement;
"K" - means the coefficient ranging from 1.06 to 1.12 displayed in the Customer's Personal Account on the Arbonum Platform.
4.5. The Contractor shall automatically apply the rate coefficient specified in paragraph 4.4. with reference to the Fee amounts. The said coefficient may be reduced by the Contractor unilaterally once a quarter, based on the increase in the amount of the average monthly turnover of the accepted and paid Assignments of the Customer with the use of Arbonum Platform; or increased by the Contractor unilaterally, and the Contractor is obliged to notify the Customer no later than 1 (One) calendar month prior to the expected date of the coefficient rise, as the case may be, as follows:
● Reduced Customer's activity in terms of the use of the Arbonum Platform during the previous Reporting Period;
● Reduced number of Assignments for the performance of Work generated and accepted by the Customer in the previous Reporting Period;
● Reduced total amount of the Contractor Fee paid to the Contractor for the performance of the Work and/or provision of the Services within the previous Reporting Period;
● Change of the current rates of the Arbonum Platform displayed in the Customer's Personal Account.
4.6. Where it is necessary to use the materials of the Customer and/or the Contractor and/or the Subcontractors for the performance of the Work and/or provision of the Services under the relevant Assignment, the Contractor's Fees for the performance of the Work and/or provision of the Services hereunder shall not include the cost of such materials and, where applicable, as well as the cost of delivery of the Customer's materials from the Customer to the relevant Subcontractor.
4.7. All Fee payments hereunder shall be made by the Customer in EURO.
4.8. In cases where applicable the Contractor Fees for performance of the Work and provision of the Contractors hereunder shall be subject to VAT.
5. ACCEPTANCE OF SERVICES RENDERED AND DELIVERABLES PRODUCED
5.1. Upon the completion of the Work within the context the relevant Assignment, the Contractor shall hand over the Deliverables to the Customer via Personal Account. The Parties agree that the Deliverables produced may in some cases also be handed over to the Customer by means of electronic communications (such as email or a secure FTP server) without using Personal Account or other functionality of the Arbonum Platform, however, the acceptance of the Deliverables so handed over to the Customer shall also be made by means of Customer's Personal Account on the Arbonum Platform.
5.2. After the transfer of the Deliverables, the Customer shall accept the Deliverables or send a refusal to accept the Deliverables via the Personal Account within 15 (Fifteen) calendar days from the date of receipt of the Deliverables by the Customer.
5.3. After the completion of Services under the relevant Assignment, the Customer accepts the Services or sends via the Personal Account a refusal to accept the Services within 15 (Fifteen) calendar days from the date of completion of the Services specified in the relevant Assignment.
5.4. The Services provided shall be deemed to have been provided in a quality and timely matter, to the full extent and accepted by the Customer without any objections or claims whatsoever, and the Work performed shall be deemed to have been performed in quality and timely matter, to the full extent and accepted by the Customer without any objection or claims whatsoever, after acceptance by the Customer of the Services provided and/or Work performed and the Deliverables produced by pressing the interactive button "Accept" in the Customer's Personal Account, or acceptance by the Customer of the Services provided and/or the Work performed and Deliverables produced via API method, which automates the operations of Arbonum Platform. Acceptance of the Services provided, Work performed and the Deliverables produced shall be deemed to have been completed after the status "Completed" is displayed on the page of the relevant Assignment. The Parties agree that the terms and conditions of this Clause also apply where the Deliverables are transferred to the Customer without using the Customer's Personal Account, and in such circumstances the Customer shall confirm the acceptance of each item of Deliverables so transferred by clicking the interactive button "Accept" in the Personal Account.
5.5. The parties expressly agree that when the Customer accepts the Deliverables produced, each item of the Deliverables shall be deemed checked (including, but not limited to, checking for possible hidden defects in the Deliverables), as approved and accepted by the Customer without any objection or claim whatsoever. The parties expressly agree that as of the time of acceptance of the Deliverables by the Customer, all risks with respect to the Deliverables are fully transferred to the Customer, and after the Customer accepts the Deliverables, the Customer may not and will not lodge any claims whatsoever to the Contractor or against the Contractor with respect to the Deliverables accepted by the Customer, including, but not limited to, claims as to completeness or quality of the Deliverables, or breach of third party rights to any intellectual property rights of third parties.
5.6. Acceptance of the Services provided and/or Work performed and the Deliverables produced by the Customer shall be the basis for the set off by the Contractor of the advance payments as a Fee for the Services provided and/or the Work performed.
6. REPORTING
6.1. No later than ten (10) business days from the end of the Reporting Period, the Contractor shall send to the Customer via the Personal Account a Certificate of Acceptance for the work performed and Services provided (hereinafter referred to as the "Certificate") in electronic form for the amount of the Services provided and/or Work performed within the relevant Reporting Period. The Customer shall be obliged by the 20th (twentieth) day of the month following the Reporting Period either to sign the Certificate or to reasonably refuse to sign it in writing, otherwise the Services and/or Work shall be considered provided and/or performed in full and accepted by the Customer.
6.2. The said Certificate contains information on the Work and/or Services performed and/or provided under the Assignment within the Reporting Period, the total amount of the Contractor’s Fee for the Work performed and/or Services provided under the Assignments within the Reporting Period, and the applicable VAT amounts.
6.3. Further, the Contractor issues the invoices generated on the basis of the Certificate as well as invoices for the advance payment received from the Customer within the Reporting period.
6.4. The Parties hereby agree that the electronic documents shall be deemed to be equivalent to the documents in hard copy signed by the handwritten signature of the authorized representatives of the Parties.
6.5. The Parties agree that at the written request from the Customer, the Contractor undertakes to provide certificates and invoices in hard copy. Therefore, the signed scanned copies of the documents shall be considered equal to the original documents only provided that such documents are certified through the provision of the original documents signed in handwritten form by a duly authorized representative of the Contractor in hard copy by the 20th (Twentieth) day of the month following the Reporting Period. The documents in hard copy are delivered by personal Contractor to the person authorized to receive correspondence, by mail by ordinary or registered letter, or by courier delivery to the addresses specified in the details of the Agreement. However, the Party which mailing address or location address has changed shall notify the other Party of such change within three (3) business days of such change. If there is no notice of change of the address, the Party that sent correspondence to the old known address is released from its liability for failure to receive documents sent by the other Party.
7. INTELLECTUAL PROPERTY AND INTELLECTUAL PROPERTY RIGHTS
7.1. If the relevant Assignment establishes the need for the Customer to obtain the Intellectual Property Rights to the Intellectual Property, such Intellectual Property Rights are automatically owned in full by the Customer from the time when the Customer accepts the Deliverables containing Intellectual Property or constituting Intellectual Property.
7.2. If and to the extent that the Intellectual Property Rights to the Intellectual Property do not automatically pass to the Customer in accordance with Section 7.1 above, then the Contractor and, where applicable, the Subcontractors, at the of time when the Customer accepts the relevant Deliverables, transfer, assign and dispose of all Intellectual Property Rights to the Intellectual Property in full to the Customer. That being the case, the Customer and the Contractor agree that the amounts of the Fee payable by the Customer to the Contractor on a case-by-case basis for the performance of Work on the creation of the Intellectual Property shall be deemed a sufficient and full Contractor Consideration, both for performance of the Work for creation of the Deliverables containing Intellectual Property or constituting Intellectual Property, and for alienation to the Customer in full of all Intellectual Property Rights to the Deliverables containing the Intellectual Property or constituting the Intellectual Property.
7.3. After the acceptance of the relevant Deliverables by the Customer:
7.3.1. The Contractor or Subcontractors (whichever is applicable) shall not retain Intellectual Property Rights with respect to the Intellectual Property;
The Customer shall on its own assure compliance by third parties with the Intellectual Property Rights to the Intellectual Property;
The Contractor agrees not to challenge, assign or assist any third party with challenging or disputing the validity of the Customer's Intellectual Property Rights to the Intellectual Property.
8. IDENTIFICATION DATA
8.1. Customer's identification data - a login (username) and password (access code) are created by the Customer on its own when signing up in the Personal Account on the Arbonum Platform. The Parties expressly agree that the Customer's Identification Data, as set forth hereunder, is the legally binding equivalent of the Customer's handwritten signature.
8.2. The Parties hereby agree that the Customer is solely responsible for the safety and non-disclosure of its Identification Data and prevention of unauthorized access to the Arbonum Platform using the Customer's Identification Data by third parties. The Customer is not allowed to disclose its Identification Data to any persons not expressly authorized to act on behalf of the Customer.
8.3. When accessing the Arbonum Platform using the Customer's Identification Data, the Contractor shall reasonably believe that access is granted directly by the Customer or by a person authorized by the Customer to perform legally significant actions on behalf of the Customer. The parties expressly agree that the Contractor shall not bear any liability if any third party not authorized by the Customer shall use or access the Arbonum Platform using the Customer's Identification Data, and the Customer expressly waive any claims against the Contractor for such actions by third parties.
9. LIMITATION OF LIABILITY. CONTRACTOR LIABILITY INSURANCE
9.1. The parties expressly agree that, until the Customer accepts the Services provided and/or the Work performed and the Deliverables produced under the relevant Assignment, the Contractor's liability under such Assignment is limited solely to the amount of direct real damage caused to the Customer in the performance of this Agreement by the Contractor. Notwithstanding the foregoing, the Contractor's aggregate liability for each Assignment is limited to the amount of the advance payment made by the Customer as the Contractor's Fee for the performance the Work and/or provision the Services under such Assignment. For the avoidance of doubt, under no circumstances the Contractor shall be liable for damages whatsoever that are not a directly caused by the relevant breach (act or omission), however result from the consequence or result of such action or omission (consequential damages), as well as for loss of profit which the Customer would have received under normal circumstances of civil transactions had his right not been infringed, including anticipated loss of income (loss of profit).
9.2. The Parties expressly agree that upon acceptance by the Customer of the Services, the Work and the Deliverables in accordance with Section 5 of this Agreement, the Customer:
9.2.1. shall release the Contractor from all and any liability, lawsuits, claims and any and all similar legal sanctions against the Contractor which may arise from or be directly or indirectly related to the Services, the Work performed and the Deliverables produced, including where circumstances are found which could not reasonably have been known to the Customer as of the time of acceptance;
9.2.3 shall release the Contractor from all and any liability in the event of non-disclosure by the Customer of the information to the Contractor that the Work and/or Services, as well as the expected Deliverables, may constitute a potential hazard and as a consequence cause damage or loss of property or cause harm or create a threat to the life or health of third parties.
9.3. If, in accordance with the mandatory provisions of the applicable laws, the Customer may assert any claims against the Contractor after the Customer has accepted the Services and/or the Work and the Deliverables produced,
9.3.1. such claims shall be submitted by the Customer in writing within 5 (Five) calendar days from the date of acceptance by the Customer of the Services provided and/or Work performed, as well as Deliverables produced,
9.3.2. The maximum and total amount of the liability of the Contractor and any compensation for any Assignment shall be limited to an amount equal to the advance payment made by the Customer under the relevant Assignment.
9.4. If, after the Customer's acceptance of the Services and/or the Work and the Deliverables, the Customer has any complaints referring to the latent defects, quality or other parameters of the Work and the relevant Deliverables and/or Services performed and/or provided by the Subcontractors, the Customer shall settle all such complaints directly with the respective Subcontractors, using its own resources and at its own expense, with the possible involvement of the Contractor as a third party.
9.5. Where the Contractor is able to provide insurance for the Contractor's liability to the Customer in respect of certain types of Work and/or certain categories of Services (including under the relevant Assignments or Project), the Parties may agree in writing on the material terms of such insurance of the Contractor's liability, including, but not limited to, the term of insurance, the insured amount, the insurance company, the material terms of the insurance contract and other material terms and conditions of the Contractor's liability insurance. If the Parties agree, the Contractor shall cause the signing of an insurance contract with the selected insurance company and enter into such insurance of its liability at the expense of the Customer. The Parties agree that any and all costs under the insurance contract, including but not limited to insurance premiums and any other required payments, shall be at Customer's expense only, shall not be included in Contractor's Fee for the performance of the Work and provision of the Services hereunder, and that Contractor shall not be obliged to pay such costs at its expense. In this context, if the Customer fails or refuses to pay the insurance premiums and other required payments under the insurance contract, the Contractor has the right to terminate the insurance contract at any time at its discretion with notice to the Customer of such termination, and the Contractor shall not bear any responsibility to the Customer for such termination of the insurance contract.
10. FORCE MAJEURE
10.1 The Parties shall be released from performance of their obligations hereunder in full or in part if such default was caused by force majeure, which the Parties could neither foresee nor prevent by reasonable means. The time for performance of obligations hereunder shall be extended by a period equal to the period of interruption of the event of force majeure.
10.2. The Party affected by force majeure is required to immediately notify the other Party and provide it with all available information on such circumstances and make every reasonable effort to mitigate the adverse effects of such circumstances.
10.3. The circumstances specified in this Section 10 shall include war and hostilities, unlawful actions of third parties, uprisings, epidemics, earthquakes, floods and other natural disasters, as well as the adoption of acts by authorities that directly or indirectly affect the subject matter of this Agreement and the possibility for the performance hereof by either Party.
10.4. The Party affected by force majeure is required notify the other Party in writing no later than ten (10) calendar days after the occurrence of such force majeure. The notice shall include details on the occurrence and nature of the force majeure and possible consequences thereof. Documents issued by the competent authorities shall serve as evidence of the circumstances mentioned in the notice. In the event of failure to notify or in the event of untimely notification, a Party shall forfeit the right to refer to such circumstances as grounds releasing such Party from liability hereunder.
10.5. If force majeure persists for more than one month, the Parties shall agree on a further procedure for the performance hereof.
11. Miscellaneous
11.1. Any amendments hereto shall be valid and effective only if they are executed in a form of a written agreement and signed by both Parties.
11.2. If any provision hereof is held to be invalid, unlawful or otherwise unenforceable, such provision shall be deemed severed therefrom as far as practicable, and the application of other provision shall continue as if such severed provision had been directly deleted from the Contract.
11.3. The Customer may not assign, fully or partly, its rights or obligations hereunder to any third parties without prior written consent of the Contractor. The Contractor is entitled to assign its rights and obligations hereunder to third parties, including for the purpose of resolution of issues on the Work and Services performed and provided to the Customer under this Agreement.
11.4. The Customer may not enter into any contracts with third parties that adversely affect the Contractor's rights and interests. Any agreement between the Customer and any person who is not a Party hereto, regardless of the date of signature hereof, which is contrary to or inconsistent with this Agreement, shall have no legal effect with regard to the Contractor.
11.5. The Parties hereby specifically agree that the relations of the Parties hereunder are not, cannot be and under no circumstances shall be construed as establishing or implying the existence of any other relations between the Parties, in particular relations of agency, partnership, employment relationship or joint venture. The parties further agree that the relations of the parties hereunder is not a surety relationship between the principal and the attorney, and that the relationship between the Contractor and the person(s) which the Contractor and/or may engage to perform the Work and provide the Services hereunder is not and cannot be considered as a relationship between the attorney(s) and the executors of the principal's commissions.
11.6. The parties expressly agree that the list of Work and Services may be unilaterally amended by the Contractor without prior notice to the Customer by communicating the information of the updated list of Work and Services to the Customer via the Customer's Personal Account. In this context the Contractor shall not change the level of quality of performance of the Work and provision of Services under current and paid Assignments. The Parties agree that the updated version of the list of Work and Services shall be effective immediately as of the communication thereof to the Customer via Personal Account.
12. DISPUTE RESOLUTION PROCEDURE
12.1. Any disputes, controversies or claims arising out of or in connection with this Agreement shall be resolved by way of negotiation, filing claims against each other which shall be considered within one (1) month from the date of receipt thereof.
12.2. Each Party agrees not to go to courts prior to receiving a response to the filed claim or prior the to expiration of time-limit for the response.
12.3. All disputes that cannot be settled under pre-action (pre-trial) protocols shall be referred to the Courts of the Republic of Cyprus and the said Courts shall enjoy exclusive jurisdiction.
13. TERM, EFFECT, AND TERMINATION OF THE AGREEMENT
13.1. For matters not covered by this Agreement the Parties shall be governed by the applicable laws of the Republic of Cyprus.
13.2. This Agreement shall enter into force as of the day of signing hereof by both Parties and shall be effective indefinitely.
13.3. Any communications between the Parties shall be made in writing and sent by registered mail with return receipt requested, by wire, express mail, or courier to the Party's address specified in the Agreement.
Any communications between the Parties shall be deemed to have been received as the date of receipt thereof at the Party's address specified hereunder. A notice delivery is confirmed by return receipt (if sent by mail or wire), a receipt for a copy (if sent by courier), a consignment note (if sent by express mail). When sent by mail or wire, the notice is considered to have been delivered at the time specified in the delivery notice, when sent by express mail - at the time specified in the invoice, regardless of whether the person who received the correspondence is authorized for such actions.
13.4. If a Party fails to receive any communication or notice due to the non-availability of the Receiving Party at the address specified in the Agreement or the expiration of the notice retention period, the notice shall be deemed to have been received by the Party, and all related consequences shall be deemed to have occurred after 10 (ten) calendar days from the date of sending of such notice or notification by the other Party.
13.5. Compliance with the above procedure shall not deprive the Parties of the right to use the operational communication services (fax, e-mail) in the performance of the Agreement.
13.6. The Party which address, bank and other details have changed shall immediately notify the other Party thereof in writing. The party in breach thereof shall bear the risk of the consequences of non-performance of this obligation. A Party that has discharged the obligation using the previous address, bank and other details prior to receiving a notice from the other Party shall be deemed to have duly performed its obligation at the proper address, bank and other details.
13.7. The Parties hereby expressly agree that the Contractor may, in the event of any change in the laws, which makes the provision of Arbonum Platform services impossible without breach of the applicable laws, or if the Customer or its representatives do not comply with the Confidentiality Policy and/or the terms and conditions of this Agreement, immediately, at the sole discretion of the Contractor, and without prior notice to the Customer, unilaterally and extrajudicially terminate the access and functions which make possible the use of the Arbonum Platform by the Customer, and immediately terminate this Agreement by sending a written notice of termination to the Customer.
13.8. In the event of termination of this Agreement for any reason and by either Party, the Contractor shall send to the Customer a Certificate for the relevant Reporting Period and return to the Customer the undrawn part of the advance payment. Refund of the advance payment and the issuance of the Certificate for the relevant Reporting Period is made by the Contractor within ten (10) business days from the end of the Reporting Period when this Agreement is terminated, provided that the original Agreement for the termination hereof has been signed by the Parties.
13.9. This Agreement is made in two (2) copies in English, one (1) for each of the Parties. All 2 (two) counterparts shall have the same legal effect.