Public offer agreement for website creation
Florida, USA Last updated: July 23, 2022
This document is a public offer, that is legally binding in accordance with the laws of the United States and the State of Florida, after acceptance (acceptance of the terms) which, becomes a legallybinding contract.
EMPIRE LUXURY INTERNATIONAL CORPORATION (адрес: 7901 4th St N, STE 300, St. Petersburg, FL 33702) (hereinafter referred to as the Contractor), expresses its intention to conclude a contract forpaying for services related to the creation of the site (according to the terms of reference drawn up by the Customer on the Contractor's website in the "Online BRIEF" section https://forms.gle/X618JY3iGNdY3g1HA) with Customers (legally capable adult individuals and legal entities represented by their legal representatives) under the terms of this offer.
If the Customer does not agree with any of the points of this Offer, he is obliged to refuse to accept its terms and conditions and make an Acceptance!
1. GENERAL PROVISIONS
1.1. Website — a set of software and hardware tools for computers that ensure the publication ofdata about the Performer for public viewing on the Internet. The site is accessible by a unique email address or its letter designation. It can contain graphic, text, audio, video, and other information recorded and read using a computer.
1.2. Creating a website - work on creating a Website based on the Terms of Reference (Brief) and approved Design Sketch. Site assembly includes design development, connection andinstallation of functional modules,processing of text, graphic and other Information materials (provided by the Client and / or specially created by the Contractor), filling the Site with Information materials, testing the Site (in order to check the correctness of its reproduction by various programs designed for viewing sites).
1.3. Site design (Design concept) — graphic design of the Site and ways of presenting information.
1.4. Terms of Reference (Brief) — an electronic document created by the Customer using the feedback form on the Contractor's website. The Terms of Reference become an integral part of this Agreement. The Terms of Reference describe the Customer's wishes for the site's structure, content, and functionality.
1.5. Informational materials — text, graphic, audio, video, photo, as well as other materials, transmitted by the Customer to theContractor, which are necessary for the Contractor to develop the design and create the site. If necessary, the Contractor selects or creates informational materials for the Customer.
2. SUBJECT OF THE AGREEMENT
2.1. The Contractor assumes obligations to perform, and the Customer undertakes to pay for one-time work on the creation of the websitein accordance with the terms of this agreement-the offer and the Customer's terms of reference https://forms.gle/X618JY3iGNdY3g1HA.
2.2. The Contractor, in agreement with the Customer, may provide the following services:
- how to create a beautiful website on cms WIX,
-modern and stylish web design,
-creating a mobile version of the site on WIX?
- filling the site with the Customer's content,
-selection of photo and video materials on stock sites,
- domain registrations on behalf of the Customer on WIX
-purchase of hosting on behalf of the Customer on WIX
-purchase, connect, and configure additional WIX apps and widgets WIX
- connecting and configuring galleries, blogs, catalogs, online stores and online booking and recording systems, feedback forms, interactive elements, etc.
The Contractor does not provide any other services that are not provided for in this agreement (including SEO promotion of sites or setting up contextual advertising)
3. PROCEDURE AND TERMS OF WORK COMPLETION
3.1. The Customer fills out the onlineBrief (terms of reference) on the site andthe placeholder https://forms.gle/X618JY3iGNdY3g1HA.
3.2. The Contractor, after receiving the Brief, evaluates the scope of work, informs the Customer about the possibility of performing the required work, their cost and approximate completion dates.
Further, if the cost and terms of creating the site are successfully agreed with the Customer, the Contractor creates a site layout to coordinate the overall design (choosing page backgrounds, menus, fonts, colors, and site structure, without filling it with content).
Layout development and coordination with the Customer must be completed within a week.
If the Customer does not like any of the site layout options offered by the Contractor within a week, the Customer has the right to refuse further cooperation with the Contractor free of charge.
3.3. If the Customer likes the site layout proposed by the Contractor, as well as the terms of execution agreed with the Contractor and the cost of services, The customer pays a deposit of 50% of the planned cost of creating the site to the Contractor's current account (after receiving a link from the contractor to pay with a bank card or invoice). The deposit is a way to secureany wrongdoing under this agreement and is non-refundable.
3.4. The Customer submits all text and image files necessary for creating the Site to the Contractor in electronic form (attaches the files when filling out the online brief, and also sends them to Telegram if necessary)
3.5. The Customer appoints its responsible representative, who has the right to interact with the Contractor in the process of creating the Site and approving the stages of work. TheCustomer specifies the contact details of the responsible person (First and Last name, position, email address, phonenumber, Telegram) in the Brief.
3.6. The Contractor starts creating the following documents: After the Customer completes points 3.3-3.5 of the Site.
3.7. The work completion perioddepends on the volume and workload of the Contractor's web designers, the availability of ready-made materials from the Customer for posting on the site, as well as on the efficiency of coordination of all stages of work and usually ranges from 2 to 60 business days. This period may be extended by the Contractor unilaterally with notification to the Customer.
3.8. If the Customer has a desire to make additional and previously unapproved changes to the sitee (adding the site, improving it, changing its structure, filling it with other materials, etc.), the implementation of which requires additional time, then such changes are recognized as additional services and are paid additionally at the price set by the Contractor.
3.9. Additional works of the Contractorthat arise both during the creation of the site and after its creation are paid by the Customer additionally at the price set by the Contractor from the1 hour of work account —$ 100США. Time iscalculatedгуusing the project management system's timetrack, or it is pre-agreed with the Customer.
3.10. After approval of the final version of the site, the Customer pays the Contractorthe remaining cost of creating the site within 24 hours.
4. COST OF WORK AND SETTLEMENT PROCEDURE
4.1. The cost of creating a website is calculated individually by the Contractor and agreed with the Customer.
In addition to site creation services, the total price includes the purchase of a domain for 1 year (no morethan$ 100), hosting for 1 year, as well as additional services if necessary (copywriter, translator, paid applications and widgets for the site).
4.2. Payment for works is made by the Customer in US dollars on the basis of invoices issued by the Contractor.
4.3. The customer pays a deposit in the amountof e 50% of the total cost of workwithin no more than 3 (three) days from the date of invoicing. The contractor starts working after receiving the deposit.
4.4. The Customer is solely responsible for the correctness of the payments made by him.
4.5. The date of receipt of the Customer's funds to the Contractor's current account is considered to be the moment of payment.
4.6. All additional works notprovided for in this agreementare paid separately from the order amount.
4.7. In case of inability to perform the work caused by the fault of the Customer, the services are subject to payment in full.
5. APPROVAL OF WORK STAGES
5.1. All approvals and transfer of materials between the Contractor and the Customer are carried out only in Telegram (specified on the Contractor's website) within no more than 2 business days.
The Contractor's representatives are available during the company's normal business hours from 7: 00 to 15: 00 (UTC -5) from Monday to Friday. Messages received outside of business hours willbe processed on the next business day. If necessary and available, the Contractor can also perform work on weekends.
There are no phone calls. Only correspondence in Telegram.
Confirmation of acceptance of the terms and cost of creating the site and approving the layout of the site is the payment by the Customer of an advance payment to the Contractor in the amount of 50% of the total cost of work agreed in Telegram.
5.2. The parties agreed not to issue written acts of acceptance and delivery of services rendered. Full payment by the Customer for the Contractor'sservices confirms the fulfillment of obligationsunder this agreement in full, of proper quality and on time.
5.3. In case of claims, the Customer sends a reasoned refusalTo the contractor within one day from the moment of execution of the order.
6. 1. THE CONTRACTOR UNDERTAKES TO:
6.1.1. Start agreeing on the terms and conditions within 2 business days from the moment of Acceptance of the offer by the Customer
6.1.2. Start developing the site layout from the moment the terms and conditions are accepted (according to the terms and cost of work) By the customer
6.1.3. Start creating the site within a business day from the moment of receipt of an advance payment in the amount of 50% of the total agreed cost of work to the Contractor's current account.
6.1.4. Undertakes to debug and fix errors of the Website developed by him within 2 (two) weeks from the moment of creation. Warranty support includes troubleshooting issues, errors, and shortcomings in the developed Site that were not identified before the work was completed and accepted. Warranty obligations are canceled if the Customer interferes with the Site's program code.
6.2 THE CONTRACTOR HAS THE RIGHT TO:
6.2.1. The Contractor may engage third parties to perform work under this agreement. The Contractor is responsible to the Customer for the proper performance of work under this agreement by third parties involved, as well as for the coordination of their activities.
6.2.2. Retain the copyright to the developedаботанный Site.
6.2.3. After completing the development of the Customer's Site, place the Site in your portfolio, as well as in the course of your activities, refer to this resource as the author of the project
6.2.4. Place it on the Client's Site (in the footer) a visible and indexed link to the Artist's website.
6.3. THE CUSTOMER UNDERTAKES TO:
6.3.1. Timely transfer funds for payment under this offer agreement to the Contractor's current account.
6.3.2. Ensure timely acceptance of completed works within no more than 2 business days.
6.3.3. Provide in advance information on the internal content of the site, including in foreign languages, necessary for the Contractor to perform work under this agreement.
6.4. THE CUSTOMER HAS THE RIGHT TO:
6.4.1. Check the progress and quality of work performed under this agreement without interfering with the Contractor's business activities.
7. LIABILITY OF THE PARTIES
7.1. The Customer does not allow any violation of the applicable US legislation and is responsible for the accuracy of the informationprovided to create the Site, as well as for the legality of its use on the site.
7.2. The Contractor does not bear any legal, material or other responsibility for the content, quality and compliance with the current US legislation of the information posted at the request of the Customer on the Site.
7.3. The Contractor is not responsible for the Customer's claims to the quality of Internet connection related to the quality of functioning of Internet Service providers ' networks, the functioning of the Customer's equipment and software, and other circumstances beyond the Contractor's competence.
7.4. The Contractor is not liable in case of unauthorized access to the Site information by a person or persons who are not Parties to this Agreement, if such an act resulted in the destruction, blocking, modification, copying of confidential information, disruption of the Site's operation or change in the content of some and/or all of its pages.
7.5. Liability for non-performance or improper performance by the parties of their obligations under this agreement is incurred in accordance with applicable US law.
7.6. In case of violation by the Customer of the payment terms established by Clause 3.3 of this agreement, the Customer is liable in the form of a penalty in the amount of 1% of the unpaid amount for each day of delay.
8. DISPUTE RESOLUTION
8.1. All disputes arising out of the performance of this agreement are subject to settlement through negotiations.
8.2. If a dispute between the parties cannot be resolved through negotiation, it is referred tothe arbitration of the State of Florida, USA.
9. TERM OF VALIDITY AND PROCEDURE FOR TERMINATION OF THE AGREEMENT
9.1. This agreement comes into force from the moment of its acceptance (acceptance) and is considered valid until the end of the Parties ' performance of their obligations under this agreement.
9.2. The Customer accepts the Offer by sending the Contractor a Technical Specification for the development of the site (filling out the "Online BRIEF" on the Contractor's website), and thereby enters into a legally binding contract accepting all the terms of the offer.
9.3. The Contractor reserves the right to make changes to the terms of the Offer and / or withdraw the Offer at any time at its sole discretion. If the Contractor makes changes to the Offer, such changes will take effect from the moment of publication, unless a different time period for the changes to take effect is determined additionally at the time of their publication. The Customer agrees and acknowledges that making changes to the Offer entails making these changes to the Contract concluded and valid between the Customer and the Contractor, and these changes to the Contract come into force simultaneously with such changes in the Offer. Any appendices to the Offer are its integral parts.
9.4. Early termination of this Agreement may take place by agreement of the parties or on the grounds provided for in the current legislation of the Russian Federation.United States legislation.
9.5. If one of the Parties violates the terms of this agreement, the other Party has the right to unilaterally terminate the agreement, having previously notified the other Party, at least 2 business days before the termination of the agreement.
9.6. This agreement may be terminated at the initiative of the Customer, if there is no direct fault of the Contractor. In this case, the advance paid to the Contractor is not refunded, and the Customer undertakes to pay the full cost of creating the site, as well as all additional costs.
9.7. This agreement may berevoked at the initiative of the Contractor, even ifthere is no direct fault of the Customer. In this case, the advance paid tothe Contractor, will not be refunded.
10.1. Any information concerning the conclusion and execution of this Agreement, including commercial activities, commercial and technical knowledge and solutions, software used, which has become known to the Customer, is confidential and is not subject to disclosure to third parties.
10.2. The Customer undertakes not to disclose in any way (make available to any third parties, except in cases where third parties have the appropriate authority by virtue of a direct instruction of the law) confidential information of the Contractor, which he / she obtained access to during the conclusion of this Agreement and during the performance of obligations arising from the Agreement.
10.3. The Customer must ensure confidentiality on the part of its employees or other persons engaged by it in connection with the conclusion and execution of this Agreement and is responsible for their compliance with confidentiality in relation to the information received.
10.4. Any information provided by the Customer to the Contractor, is used only for the performance of this agreement.
10.5. The Parties ' confidentiality obligations (clauses 10.1. -10.3.) are fulfilled by the Parties within the term of validity of this Agreement and within three years after its termination.
11. PERSONAL DATA PROTECTION
11.1. The Customer agrees to the collection, storage, processing and transfer of their personal data to third parties (if such a need arises in the course of fulfilling the terms of this agreement)альных данных.
12. ADDITIONAL TERMS AND CONDITIONS
12.1.CContent managementsystem for the site – Wix.com
12.2. Hosting provider - Wix.com
12.3. Domain Name Registrar - Wix.com
12.4. The Contractor does not provide additional training forthe contractor on site editing.
12.5. After creating the site, the Contractor either fully transfers control to the Customer, or on behalf of the Customer makes changes andadditions independently for an additional fee of 1 hour of work –$100.
12.5. The Contractor takes into account the Customer's wishes regarding the website design, but has the right to refuse to fulfill the order if it is impossible todiscuss key points with the Customer.
12.6. The Contractor has the right to refuseto fulfill the order ifthe Customer does not comply with any of the terms of the contract, as well as in case of rude or disrespectful treatment, violation of payment terms or approval of work stages, biased assessment of the work, if it is impossible to perform due to technical reasons or in case of health problems, as wellвершении Заказчиком действийas harmful to the Performer's business reputation. However, the deposit will not be refunded, and the Customer undertakes to pay the full price of the order and compensate for all expenses.
12.7. The Contractor cannot guarantee that the functions contained in any templates of web pages or in the completed website will always be error-free, and therefore is not liable to the Customer or any third party for damages, including lost profits, lost savings or other incidental, indirect or special damages arising from as a result of the operation or inability to operate of this website and any other web pages, even if the Customer has notified of the possibility of such damages.
12.8. If any provision of this agreement is found to be illegal, invalid, or for any reason unenforceable, such provision will be deemed to be separate from this agreement and will not affect the validity and applicability of any remaining provisions.
12.9. The Contractor also reserves the right toreject and provide links to завan inflated project as part of its portfolio, as well as to write about the project on websites, in magazine articles and in books about web design.
12.10. The Customer guarantees to the Contractorthat any elements of text, graphics, photographs, drawings, trademarks or otherworks of art that he provides for posting on the website either belong to him or he has permission to use them.
12.11. Independent contractor. The Contractor is an independent contractor, and not an employee of the Customer or any companyaffiliated with the Customer.The Contractor must provide Services under the generaldirection of the Customer, but must determine the manner and means by which the Services are provided. This Agreement does not create a partnership or joint venture, and neither Party is authorized to act as an agent or bind the other Party, except as expressly provided in this Agreement. The performer and the results produced byhimare not considered work for hire, as this term is defined in the Copyright Law. All rights, if any, granted to the Customerare contractual in nature andare fully determined by the express agreement of the Parties and the various terms of this Agreement.
12.12. FORCE MAJEURE. With the exception of payment obligations, either party
it is exempt from delays in the performance or non-performance of its obligations.
obligations under this Agreement to the extent that delays or disruptions occur
as a result of reasons beyond the reasonable control of the party, including:
but not limited to: failure to comply with obligations to subcontractorsand or suppliers; failure or rejection of third-party software, suppliers, or products; natural disasters or wars; actions by the U.S. or other governments; strikes;
lack, of communication, network/internet connection interruptions or failures к сети/интерне; fires; floods; epidemics; cargo embargoes and other force majeure circumstances.
12.13. The Contractor is not responsible for the functionality of the site, as well as for the services of third-party services (for example, a hosting provider, domain name registrar, provider of additional applications and services, etc.)
13. CONTRACTOR'S BANKING DETAILS
EMPIRE LUXURY INTERNATIONAL CORPORATION
7901 4th St N, STE 300
St. Petersburg, FL 33702
Telegram +1 (786) 618-1968
President - Aleksandr Pavlov.