SOFTWARE PRODUCT MODIFICATION AGREEMENT

(offer)

 

Revision of March 20, 2024

 

Payment of the invoice or actual fulfillment of the conditions of the Order, which are specified by the Contractor as conditions for the entry into force of the Software Product Modigication Agreement (hereinafter referred to as the Agreement) and its entry into force is shall constitute the Client's unconditional acceptance of the terms and conditions of this Agreement.

This Agreement is not a deed of adhesion. The terms and conditions set forth herein may be amended by agreement of the Parties, including by entering into a separate written agreement.

 

              

1. TERMS AND DEFINITIONS

1.1. Software Product (Software Products) - computer program (programs), the exclusive right to which belongs to the Contractor.

1.2. Work (Works) - revision and modification of the Software Products; implementation, maintenance, integration of the Software Products; consulting services on the use, implementation, integration of the Software Products, as well as related works and services, including preparatory works and services.

1.3. Client Area - a non-public section of the website https://ispsystem.com/, which is accessed only using a login and password identifying the Client.

1.4. Order - the terms and conditions agreed by the Parties for the performance of the Works.

 

2. SUBJECT MATTER

2.1. The Contractor on the basis of the agreed Orders undertakes to perform the Work, and the Client undertakes to accept and pay for its result in the order and on the terms and conditions stipulated by this Agreement.

2.2. All material terms and conditions of the Work shall be agreed by the Parties in the Order.

2.3. The Agreement is a mixed agreement and, based on the subject of the Works agreed in the Order, is governed by the norms of legislation on contracting, or provision of paid services.

2.4. The Client warrants and represents to the Contractor that the Agreement is concluded in connection with the performance of business or non-commercial activities not related to personal, family, household and other similar needs.

 

3. AGREEMENT OF THE WORKS

3.1. The scope of the Work, initial, final and intermediate deadlines, cost, as well as other additional terms and conditions shall be agreed by the parties in the Order.

An order may be agreed to by the parties in one of the following ways:

- in the form of exchange of electronic messages in the Client Area or by email;

- in the form of a separate document (Order);

- in the form of an offer set out in the invoice for payment.

3.2. In determining the content of the Work, the Parties agreed that anything not explicitly described and agreed upon (including, but not limited to, interface, operating logic, functional features) shall be implemented by the Contractor at its own discretion.

3.3. The start and end times of the Work for each Order shall be determined by calendar dates and/or an interval specified in business days. When determining the time limit for the beginning and end of the Works, the Contractor is entitled to specify the necessity of certain events (for example, the time interval from the moment of delivery of the Works under a certain Order or provision of certain information/resources by the Client).

3.4. Work may be completed ahead of schedule.

3.5. The period of Work agreed upon in respect of each Order shall not include time of the following:

- provision by the Client, based on the Contractor's request, of information/resources necessary for the performance of the Works, agreement of the submitted intermediate/final results and their testing, correction of deficiencies identified during the acceptance process, agreement of technical, visual and other solutions;

- obtaining a response from the developers of third-party software components, services or equipment, if the Work is associated with or interacts with such third-party products, services or equipment;

- elimination of incompatibilities, software or hardware conflicts, identification/elimination of other errors, the presence of which could not be taken into account when agreeing on the term of the Works.

3.6. If the parties have agreed on intermediate deadlines, these deadlines are for reference purposes and shall not give rise to liability measures.

3.7. In case the Client by agreement with the Contractor makes changes to the Order (irrespective of their content), the Contractor shall specify the new term of the Work and its cost.

The Client agrees that Work under one Order may affect Work under another Order. In view of the above, changes to the Order, late provision of information/resources, payment under one of the Orders may serve as a basis for increasing the time and cost for other Orders. At the same time the increase of terms can be made by the Contractor disproportionate to the term of provision of information/resources.

If the Client does not agree with the new term and/or cost of the Work, the relevant Order shall be terminated and the Contractor shall retain the right to payment for the Work actually performed until termination.

              

               4. COST AND PAYMENT PROCEDURE

               4.1. The cost of the Works shall be agreed by the parties in the Orders. The cost is indicated without VAT, which is to be applied additionally.

4.2. Unless another payment procedure is agreed in the Order (e.g. in the form of a specific date), the Client shall pay 100% in advance within five (5) banking days from the date of invoice. The currency of payment is Euro.

4.3. All settlements under the Agreement shall be made in non-cash monetary form by transferring funds to the account specified by the Contractor. The Client's payment obligations shall be deemed to be fulfilled from the moment of crediting the funds to the Contractor's account.

4.4. The Contractor's obligation to perform the Works shall be reciprocal to the Client's obligation to pay. In case of late payment against the agreed deadline, the Contractor is entitled to unilaterally cancel the agreed Order. In this case, the period of advance notice of termination shall not apply.

               4.5. The cost of the Works is not fixed and may be changed in case of changes in the Order, as well as in case of circumstances that could not be taken into account when agreeing the Order (e.g., improvements (adaptation) of the Software Products made by the Client, peculiarities of the software or hardware environment, revealed incompatibility).

4.6. Any duties, taxes, fees levied based on the Client's jurisdiction (including, but not limited to: value added tax, sales tax) and bank charges related to payment shall be paid by the Client solely at the Client's own expense. No amounts shall be deducted from the cost of the Work under the Agreement.

 

5. DELIVERY AND ACCEPTANCE OF WORK

5.1. Upon completion of the Work (as well as its intermediate stages, if provided for by the Orders), the Contractor shall send to the Client a notice in the Client Area or by email regarding the need for acceptance. The Client shall ensure that the result of the Works is checked, tested, tried, and other necessary formalities are carried out.

If the acceptance period is not agreed by the Parties when agreeing the Order, it shall be ten (10) working days.

If within the specified term the Client has neither sent a notification on acceptance of the result of the Works in the Client Area or by email, nor has raised motivated objections, it shall be deemed to have accepted the result of the Works properly and without comments.

5.2. If the Client raises objections concerning the result of the Works and they are recognized by the Contractor as justified, the Contractor shall eliminate the defects within the term which, as a general rule, cannot be more than 50% of the term of the Works agreed in the Order, unless the Contractor motivates a longer term. After elimination of defects, the result of the Works shall be subject to acceptance only in the part in respect of which objections were raised during the initial acceptance (unless other parts of the result of the Works are defective as a result of elimination).

In the part where no comments are declared, the Work shall be deemed accepted.

Other claims besides elimination of defects (such as proportional reduction of the price, independent performance of the Work or reimbursement of its cost, etc.) cannot be claimed by the Client and shall be applied only by agreement with the Contractor.

5.3. The Client shall not be entitled to raise objections in respect of the result of the Works performed by the Contractor at its own discretion in accordance with clause 3.2 of the Agreement.

5.4. The Contractor shall have the right not to commence performance of the Work in respect of subsequent stages until acceptance and payment (if payment is applicable) of the current stage.

5.5. The source code of the result of the Works shall not be disclosed or transferred.

 

6. INTELLECTUAL PROPERTY

6.1. Exclusive rights to the result of the Works, as well as technical tasks, documentation, user scenarios and other objects of intellectual activity developed by the Contractor belong to the Contractor.

Source codes, algorithms, technologies, as well as all other things that may be developed in connection with the performance of the Works shall not be transferred by the Contractor to the Client.

6.2. The rights to use the result of the Works shall be granted to the Client under the terms of the license agreement under which the Client is granted the right to use the relevant Software Product. The right of use shall be granted from the date of signing the Universal Delivery Document, but not before full payment of the cost of the Works. The result of the Work shall not be sublicensed by the Client without the prior consent of the Contractor.

6.3. Ideas, suggestions, advice and other information received from the Contractor in connection with the performance of the Works shall be the intellectual property of the Contractor.

6.4. In the process of agreeing the Order, the parties have the right to determine additional conditions for the use of the result of the Work by each of the parties.

              

7. LIABILITY OF THE PARTIES, DISPUTE RESOLUTION

7.1. In case of delay of the deadline for the Work performance, the Client shall be entitled to demand payment by the Contractor of a late fee at the rate of 0.1% of the cost of the Work, in respect of which the delay occurred, for each day of delay. The late fee with respect to each Order may not exceed thirty percent (30%) of the cost of the Work thereunder.

7.2. In case of delay in payment for the cost of the Works (separate stage), the Contractor shall have the right to demand payment by the Client of a late fee at the rate of 0.1% of the amount of overdue payment for each day of delay.

7.3. The Contractor shall not be liable for any damage (real damage, lost profit, loss of data) that may be caused as a result of using the result of the Works, in the course of the Works. In any event, no claim arising out of the Work shall be higher than thirty percent (30%) of the cost of the Work (limited liability). The Client is notified that this condition is a material condition.

7.4. The Contractor shall not be responsible for the quality, operability of information/resources provided by the Client, including (but not limited to) providing backup copies, data and its safety. The Client undertakes to provide backup copying of the data, which directly or indirectly will (may) be subject to modification as a result of performance of the Works, at its own expense and by its own means prior to performance of the Works.

7.5. All disagreements arising from this Agreement shall be resolved through negotiations. Claim review term:

- regarding payment issues - 5 working days;

- regarding other issues - 20 working days.

7.6. All disputes and disagreements arising from the Agreement shall be brought to the court at the location of the Contractor.

 

               8. TERM, TERMINATION AND AMENDMENT OF THE AGREEMENT

               8.1. The Agreement shall come into force from the moment of its acceptance by the Client and shall remain in force until the parties have fully performed their obligations under the respective Order.

8.2. Either Party shall have the right to withdraw from the Agreement on the grounds provided for by applicable law.

8.3. The Contractor shall have the right to unilaterally change the terms and conditions of the Agreement at any time. Such changes shall apply to Orders agreed to after the effective date of the changes.

The Contractor undertakes to notify the Client of the fact of making changes in the form of publishing the said changes (or updated version) on the Contractor's website (www.ispsystem.com). The Client shall independently take the necessary and sufficient actions to familiarize itself with the current version of the Agreement in due time before the date of acceptance.

 

9. CONFIDENTIALITY

9.1 For the purposes of the Agreement, all legal, financial and other information provided by the Parties to each other, including commercial secrets, received by the Parties from each other in the course of business correspondence related to the conclusion and execution of the Agreement shall be considered Confidential Information.

9.2. Disclosure of Confidential Information by one Party is possible only with the written consent of the other Party, except for cases established by applicable law.

9.3. Obligations of the parties to protect confidential information shall continue indefinitely regardless of the termination of the Agreement until the party maintains the confidentiality. In case of doubt as to whether any information is confidential, a party undertakes to seek clarification from the other party.

 

10. FORCE MAJEURE

10.1. The Parties shall be relieved of liability in the event of a force majeure event preventing partial or full performance of the Agreement, specifically (but not limited to): fires, natural disaster, quarantine, military actions, blockades, strikes, power failures, communication failures, Internet segment failures, routing system failures, failures in the distributed domain name system, failures caused by hacker and DDOS attacks, or any other actions beyond the Parties' control, as well as decisions of governmental authorities that suspend or make it impossible for the Parties to fulfill the provisions of the Agreement.

10.2. The Party for which it has become impossible to fulfill its obligations under the Agreement shall immediately, but in any case not later than 30 days, notify the other Party of the occurrence of circumstances preventing the fulfillment of obligations.

 

11. AGREEMENT ON THE USE OF A SIMPLE ELECTRONIC SIGNATURE

11.1. Exchange of legally significant documents, notices (hereinafter referred to as the Electronic Documents) shall be performed using email addresses of the Parties (for the Contractor mail from the @ispsystem.com domain) and/or in the Client Area.

Electronic documents sent by such methods shall be recognized by the Parties as signed by a simple electronic signature (hereinafter - ES). The Parties are obliged to maintain confidentiality with respect to the Client Area and email authorization data belonging to them.

The written form of the agreement on application of a simple electronic signature by the Parties shall be deemed complied with from the moment of acceptance of the Agreement.

11.2. Any Electronic Document shall be deemed to have been received by the other party on the business day following the day of dispatch.

11.3. The Parties are not entitled to refer to the lack of authorization of persons entering into business correspondence regarding the execution of the Agreement and/or the Order. The authority of the parties shall be clear from the circumstances.

 

12. MISCELLANEOUS

12.1. The Contractor shall have the right to engage third parties for fulfillment of obligations under the Agreement, while remaining responsible for their actions as its own.

12.2. In all other matters not provided for in the Agreement, the parties shall be governed by the substantive and procedural law of Cyprus.

12.3. If one or more provisions of the Agreement are recognized as invalid, the invalidity of these provisions shall not affect the validity of other provisions of the Agreement.

10.4. The Agreement is concluded for the purpose of commercialization of the results of the Contractor's research activities.

 

 

 

13. ADDRESSES, DETAILS OF THE CONTRACTOR

ISPsystem LTD

Registration number HE379354

VAT 10379354D

Tepeleniou, 13, Tepelenio Court, 2nd floor, 8010, Paphos, Cyprus