1. Terms and definitions
1.1 "Odoo" is a system for accounting and business management developed by the Belgian company Odoo SA.
1.2 "Public offer" is a contract in which one party, the Contractor, undertakes to provide services for the development of the Odoo system to anyone who applies for it.
1.3 "Cloud hosting" is a service for hosting and maintaining the Odoo system on the Contractor's servers to provide access to the hosted system to the Customer.
1.4 "Apps for Ukraine" - a set of additional modules to the Odoo system developed by the Contractor and published on the Contractor's website.
1.5 "Supported version of the system" - unless otherwise specified, the services provided under this Offer refer to the supported version of the Odoo system, i.e. the three latest versions of the system.
1.6 "Acceptance" is the provision by the Customer of full and unconditional consent to the conclusion of this Contract in its entirety, without the signing of a written copy of the Contract by the Parties.
1.7 "Service package" is the volume of Odoo system development services provided by the Contractor to the Customer on an hourly basis (the rate and hours are discussed individually with the Customer).
1.8 "Customer" is any legal entity or individual who accepted this Contract.
1.9 "Executor" is a legal entity of Netframe, LLC in the person of director Andriy Viktorovych Bigdan, operating based on the Charter, registered in the Unified State Register of Legal Entities and Individual Entrepreneurs by the procedure established by current legislation, which provides the services provided for in Clause 4.1 of the Contract.
The contractor is the official partner of Odoo SA in Ukraine
2. General provisions
2.1. A contract is a public contract within the meaning of Article 633 of the Civil Code of Ukraine, and the person who accepts the offer (public offer) to conclude the Contract (implements acceptance) becomes the Customer by Article 642 of the Civil Code of Ukraine, Article 11 of the Law of Ukraine "On Electronic Commerce" and conditions of this Contract.
2.2. The Contract is an offer (public offer) to an unlimited number of individuals and legal entities to enter into a Contract with the Executor by full and unconditional acceptance of the terms of this Contract.
2.3. The terms of the Contract are the same for all persons who have decided to accept the terms of this Contract.
2.4. The Contract is an accession contract within the meaning of Article 634 of the Civil Code of Ukraine since its terms are determined by the Contractor and can be accepted by the Customer only by joining the proposed Contract as a whole. In case of disagreement of the Customer with all or individual provisions of this Contract, the conclusion of the Contract does not take place.
2.5. Payment of the Contractor's services by non-cash transfer of funds based on the invoice issued by the Contractor is considered as joining the Contract.
2.6. The contract is considered to be concluded from the date of payment to the Contractor for the services provided by the Customer under the conditions established by this Contract.
2.7. The parties may agree on another method of joining the Contract and determine another moment of concluding the Contract.
2.8. The Customer's performance of the actions provided for in Clause 2.5 of this Contract is deemed to be the Customer's acceptance of the offer to conclude the Contract (acceptance) and also confirms the fact of the Customer's full and unconditional acceptance of the terms of this Contract without any reservations or comments by Article 642 of the Civil Code of Ukraine. By accepting the Contractor's offer (public offer), the Customer agrees to all the terms of this Contract and confirms that he understands the content of the Contract and the legal consequences of its conclusion.
2.9. The contract is an electronic contract within the meaning of Article 3 of the Law of Ukraine "On Electronic Commerce", concluded using available information and telecommunication systems and cannot be invalidated in connection with its execution in electronic form.
2.10. This Contract in paper form can be provided at the Customer's request, and can also be printed by the Customer independently of the Contractor's website https://www.netframe.org/
2.11. By concluding the Contract, the Customer confirms:
2.11.1. full and comprehensive familiarization with the Public Offer outlined in the terms of this Contract;
2.11.2. his absolute and undisputed acceptance of the Public Offer outlined in the terms of this Contract;
2.11.3. complete understanding of the content of their obligations under the Contract and the legal consequences of its conclusion.
2.12. The confirmation of the conclusion of the Contract is a receipt, check, payment order, other settlement or cash document (in electronic and/or paper form) certifying the fact of payment for the services that are the subject of the Contract, by the requirements
3. Subject of the Contract
3.1. The Customer orders and undertakes to accept and pay, and the Contractor undertakes to provide services in the field of development and configuration of the "Odoo" System (hereinafter - "Services").
3.2. The results of the Services are intended for use by the Customer worldwide without restrictions.
4. Services
4.1. The Contractor provides the Customer with services in the field of development and configuration of the "Odoo" System, namely:
- development and configuration of the "Odoo" System;
- development and programming of optimization scripts;
- posting of information on websites and related activities, including services related to activities with Web portals;
- consulting on informatization issues;
- analysis and planning of work stages;
- design, programming, development, modification, and production of software according to the Customer's requirements;
4.2 When providing the Services, the Contractor undertakes to comply with the Customer's instructions and to eliminate identified deficiencies in the Services within the time frame agreed by the Parties.
4.3 The Contractor provides Services using telephone, mail, e-mail, mobile communication, orally or in writing.
4.4 The detailed list and scope of the Services provided by the Contractor, as well as the cost of the Services for a specific period, are determined by the Parties in the Technical Specifications.
4.5 By providing the Services, the Contractor undertakes to comply with the Customer's instructions and to eliminate the indicated deficiencies within the terms agreed by the Parties.
4.6 The detailed list and volume of Services already provided by the Contractor, as well as their cost for the relevant period, is determined by the Parties in the Invoices for payment of Services and the Act of acceptance and transfer of services provided by the Contractor and paid for by the Customer.
5. Package of services
5.1 The customer places an order:
- by e-mail or at the phone number indicated in the "Contact us" section on the official website of the Contractor: https://www.netframe.org/
- The future project is discussed individually with each Customer
- A corresponding separate technical task is being prepared. The tariff, the number of hours, and the cost of the service are determined in such a technical task.
6. Rights and obligations of the Parties
6.1 The Contractor undertakes:
6.2 Provide the Services defined in Clause 4.1 of this Contract and specified in the Specifications. The provision of Services must be appropriate, timely, and professional, by the requirements outlined in this Contract.
6.3 Maintain the confidentiality of any information about the Customer or received from the Customer in connection with the performance of this Contract, and defined by this Contract as Confidential Information.
6.4 Not to carry out activities that are similar in content or form to the provision of Services under this Contract, if such activities lead to the use of disclosure or access to the Customer's Trade Secret or Confidential Information.
6.5 Immediately notify the Customer of the loss of the Commercial Secret and Confidential Information media and the presence of other circumstances that may lead to the disclosure of the Customer's Commercial Secret or Confidential Information, as well as the reasons and conditions of such circumstances.
6.6 The customer is obliged to:
6.7 Accept the Services provided by the Contractor by signing the appropriate act of acceptance and transfer of the provided services, which is provided to the Customer no later than the last day of the month in which the Services were performed;
6.8 Make settlements with the Contractor by the terms of this Contract.
6.9 The customer has the right to:
6.9.1 To require the Contractor to provide services of appropriate quality by the terms of this Contract.
6.9.2 To receive the necessary and reliable information about the scope of services provided by him, as well as other information related to the provision of services.
6.9.3 Contact the Contractor with innovative proposals for improving the service provision process.
6.10 The contractor has the right to:
6.10.1 To suspend completely or partially the provision of services in the following cases:
- in case of non-compliance by the Customer with the terms of this Contract;
- in case of overdue payment of the invoice specified in Clause 7.2 of this Contract;
- in case of repeated non-compliance by the Customer with the instructions of the
Contractor's specialists regarding the use of services and the Internet;
- in the case of sending by the Customer via the Internet any information that contradicts the norms of the current legislation of Ukraine.
7. Contract price. Calculation procedure
7.1 The cost of services is calculated individually for each project and is indicated in a separate document (technical task) attached to this Contract. Prices are indicated in the national currency of Ukraine.
7.2. Payment for the Services is made by the Customer on the conditions of 100% advance payment of the cost of the ordered services, within 3 calendar days after the Contractor sends the relevant invoice using a non-cash payment to the Contractor's current account.
7.3. Services are provided subject to payment of 100% upon receipt of payment to the Contractor's current account. The date of commencement of the provision of Services by the Contractor is the date of receipt of funds from the Customer to the Contractor's current account.
7.4. The customer is solely responsible for the correctness of the payments made by him.
8. Liability of the parties
8.1. The Parties are responsible for non-fulfillment or improper fulfillment of obligations under the Contract by the current legislation of Ukraine.
8.2. NETFRAME, LLC shall not be liable to the Client and third parties for any damages, claims, or losses that arose through no fault of NETFRAME, LLC.
8.3. NETFRAME, LLC is not responsible and does not provide guarantees in case of loss or destruction of information caused by a violation of the rules of the use of Software products.
8.4. The Party that has not fulfilled or improperly fulfilled its obligations under this Contract is obliged to compensate the other Party only for actual damages based on a written claim of the injured Party with the addition of copies of documents confirming the amount of damages
9. Personal data
9.1 By the Law of Ukraine "On the Protection of Personal Data" dated June 1, 2010 No. 2297-VI, the Customer gives consent and permission for the collection, processing, registration, accumulation, indefinite storage, adaptation, change, renewal, use, destruction, depersonalization of personal data from primary sources (including passport data, registration number of the taxpayer's registration card (identification number), information received from the Customer in any way to fulfill the requirements of the legislation properly in force in Ukraine, protect the interests and rights of the Parties, ensuring civil - legal relations and relations in the field of accounting and reporting, to provide high-quality services, inform about changes in the cost of services, promotions or special offers. Without obtaining additional written consent, the Customer grants the right to destroy personal data and limit access to them, transfer them to third parties.
9.2 The Contractor undertakes to process the Customer's data in strict accordance with the Law of Ukraine "On the Protection of Personal Data".
9.3 By entering into this Contract, the Customer confirms that he, as the subject of personal data, knows and understands the content of the Law of Ukraine "On Protection of Personal Data".
10. Effect of the Contract
10.1 The Contract enters into force on the date specified in Clause 2.6 of this Contract and is valid until full fulfillment by the Parties of their obligations under the Contract.
10.2 The Contractor reserves the right to unilaterally amend this Contract at any time. When making changes to this Contract, the Contractor shall post the updated Contract, taking into account the changes made, on the Contractor's website at the link https://www.netframe.org/. In case of a change in the conditions of the offer, the changes shall enter into force from the moment of their introduction (updating the version of the Contract on the Contractor's website). At the same time, the Contractor guarantees and confirms that the current version of the text of this Contract posted on the Contractor's website at the link https://www.netframe.org/ is valid.
10.3 The Contract shall terminate in the following cases:
- expiration of the Contract in connection with the fulfillment by the Parties of their obligations;
- Customer's refusal from services. At the same time, payment for services is non-refundable;
- the Contractor's refusal to provide services after the expiration of the Contract;
- termination of the contract by the Executor in connection with the breach by the Customer of its obligations, determined by the terms of this Contract.
11. Force majeure
11.1. In case of the occurrence of force majeure circumstances (force majeure circumstances) that arose after the conclusion of this Contract, which the Parties cannot influence and which fully or partially prevent the Parties from fulfilling their obligations under this Contract, the Parties are fully or partially released from responsibility for non-performance or improper performance of its obligations under this Contract, while the term of performance by the Party affected by such circumstances is extended for the period of validity of these circumstances.
11.2. Circumstances of force majeure (force majeure) and extraordinary circumstances may include natural disasters, man-made accidents, military operations, public disturbances, adoption of acts by state authorities and local self-government bodies that will prevent the Parties from properly fulfilling their obligations under this Contract, revolutions, radiation, chemical pollution, etc.
11.3. The Party may refer to force majeure circumstances (force majeure circumstances) only if it has duly notified the other Party of their occurrence within 10 days from the occurrence of such circumstances.
11.4. Each of the Parties to this Contract is obliged to provide documentary evidence of the occurrence of circumstances of force majeure (force majeure) issued by the Chamber of Commerce and Industry of Ukraine or its regional branch on the ground.
11.5. If the period of force majeure continues for more than 60 days, each of the Parties has the right to terminate this Contract by the established procedure.
12. Arbitration
12.1 Any disputes under this Contract or related to it shall be resolved through negotiations between the Parties.
12.2 If the resolution of the dispute through negotiations is impossible, such disputes shall be reviewed and finally decided in the relevant court of Ukraine.
13. Final provisions
13.1 This Contract is a legal agreement between the Parties and regulates the terms of providing services for the development of the "Odoo" System.
13.2 This Contract enters into force from the moment the Client accepts the public offer and is valid until the Parties fully fulfill their obligations
14. Contact information
NETFRAME, Limited Liability Company
Location: 03056, Kyiv, Borshchagivska Street,
building 154, office 35
EDRPOU 43901522
