Public offer (agreement) for the provision of paid services
PUBLIC OFFER AGREEMENT FOR REFUNDABLE SERVICES
1. GENERAL PROVISIONS
1.1. This document is the official public offer of Notificore LLC (hereinafter referred to as the “CONTRACTOR”) and contains all the essential conditions for the provision of services.
1.2. In accordance with paragraph 2 of Art. 437 of the Civil Code of the Russian Federation in case of acceptance of the conditions set out below and payment for services, a legal or natural person making acceptance of this offer becomes a CUSTOMER (in accordance with clause 3 of article 438 of the Civil Code of the Russian Federation, acceptance of an offer is tantamount to concluding an agreement on the conditions set forth in the offer), and the CONTRACTOR and the CUSTOMER jointly – the PARTIES to the Offer agreement.
1.3. In connection with the above, carefully read the text of this offer and, if you do not agree with its terms and conditions, or with any other clause of its terms, the EXECUTOR invites you to refuse to conclude an offer agreement and use the services of the EXECUTOR.
2. BASIC CONCEPTS
2.1. SMS (Short Message Service, Russian transcription: “SMS”) is a short message service that allows you to send and receive short text messages intended for mobile phones of mobile and terrestrial communication networks, including the GSM standard.
2.2. Simple SMS message – an SMS message consisting of a maximum of 160 alphabetic and (or) numeric Latin characters, including spaces, or 70 alphabetic and (or) numeric non-Latin characters, including spaces.
2.3. Concatenated SMS – an SMS message consisting of several parts, each of which has a maximum length of 153 Latin characters or 67 non-Latin characters.
2.4. Telecom Operators are legal entities that provide Addressees with mobile cellular services on the basis of appropriate licenses.
2.5. Addressees – any users connected to the cellular networks of the Communication Operators.
2.6. The system is a complex of software and hardware necessary for the provision of the Services by the Contractor under this Agreement.
2.7. Electronic interface – a virtual personal account of the Customer, located on the servers of the Contractor and located at: https://app.notificore.com/sms/send, which is accessed after authorization (entering a username and password known only to the Customer) via the HTTP data exchange protocol / HTTPS, and within which the Parties exchange legally and technically significant information regarding the execution of this Agreement.
2.8. Customer’s balance – the difference between the amount of the advance payment made by the Customer to pay for the Services under this Agreement, and the cost of the number of SMS messages sent by the Customer.
2.9. SPAM is the distribution of advertising messages carried out to the Addressees without their prior consent, as well as mailing that misleads the Addressees regarding the content of messages or their sender.
3. SUBJECT OF THE CONTRACT
3.1. The Contractor undertakes to provide the Customer in accordance with the Application (Appendix No. 1 to the Agreement) informational services (hereinafter referred to as the Services) to ensure interaction between the Customer and cellular operators through the Electronic interface belonging to the Contractor, and the Customer undertakes to accept the specified Services and pay for them in accordance with the current Tariffs of the Contractor.
3.2. A detailed description of the types of Services provided under this Agreement is available at: https://www.notificore.ru/products/sms/
3.3. The Contractor undertakes to provide the Customer with access (username and password) to the Electronic Interface, provide background information and technical support and, if necessary, conduct briefings with the Customer’s personnel on how to work with the Electronic Interface.
4. PROCEDURE FOR PROVIDING SERVICES
4.1. The Contractor undertakes, on his own and at his own expense, to maintain the constant operability of the Electronic Interface: 24 hours a day, every day, without interruption, except for the cases of carrying out the necessary preventive (routine) and repair work, which will be planned at a time when this can cause the least damage to the Customer, about which the Customer will be warned in advance.
4.2. Using the Electronic interface, the Customer independently generates instructions for sending SMS-messages (hereinafter – messages) for execution by the Communication Operator.
4.3. After the Customer independently generates an order for sending messages, the specified order automatically becomes in the queue for delivery by the Telecom Operator, the duration of which can be up to 48 hours, depending on the working conditions of the Addressee’s Telecommunications Operator.
4.4. The Customer undertakes to form instructions for sending messages if there is consent to receive such messages from the Addressees. The Customer independently and at his own expense preliminarily obtains such consents, will settle the claims of any third parties, including the Addressees of messages, public authorities on all issues arising from the terms of this Agreement.
4.5. If necessary and in accordance with the current legislation of the Russian Federation, the Customer undertakes, independently and at his own expense, to obtain the necessary permits from state authorities and (or) other persons to send messages.
4.6. Upon receipt of claims from third parties for violation by the Customer of the conditions of clauses 4.4., 4.5., 5.2.4., 5.2.5., 5.2.6., 6.8. of this Agreement, the Contractor has the right to suspend the performance of its obligations under this Agreement by sending a notice of suspension to the Customer.
4.7. The Customer specifies the identifier as the name of the sender of SMS messages. The identifier can be a text containing: letters of the Latin alphabet no more than 11 (eleven) characters or numbers – no more than (eleven) digits.
4.7.1. It is forbidden to use symbols in the identifier
4.7.2. The identifier cannot represent the name of any legal structure (mobile operators and their derivatives, banking, insurance structures, government and government agencies, etc.), to which the Customer is not related, obscene words or a short paid number (except for cases agreed with the Contractor).
4.8. The sender’s name and identifier are pre-moderated. If the name / identifier specified by the Customer does not pass pre-moderation, the Customer is invited to change it.
4.9. When adding Addressee’s telephone numbers to the Electronic Interface, they must be written in the format of federal numbers, where the country code, the operator’s prefix, and the Addressee’s number must be present.
4.10. The Contractor provides the Customer with the opportunity to use the technical support service, which operates by phone: 8 (800) 555-09-63, +7 (495) 649-62-48 (working hours – around the clock), by email: firstname.lastname@example.org via Technical Support Center: https://notificore.com/support
5. OBLIGATIONS OF THE PARTIES
5.1. The contractor is obliged:
5.1.1. Provide permanent and full access of the Customer to the Electronic Interface by providing a username and password.
5.1.2. Provide the Service in accordance with the Customer’s Application in full according to the Tariffs specified in the “Tariffs” section of the Electronic Interface:
5.1.3. Notify in advance by sending a letter to the e-mail address of the Customer specified during the registration of the Electronic interface, and / or posting information in the Electronic interface of the Customer about all planned maintenance work, in which there may be delays or refusals in the provision of Services, changes in tariffs and other significant changes in the procedure provision of Services under this Agreement.
5.1.4. Provide the Customer with the originals of the Invoice and the Act on the services.
5.1.5. To keep confidential information received from the Customer in secret, not to disclose, not to publish and protect from access by third parties (except as provided for by applicable law).
5.2. The customer is obliged:
5.2.1. Timely and in full pay for the Contractor’s Services in accordance with the current Tariffs.
5.2.2. Do not take any actions that may disrupt the performance of the Contractor’s service.
5.2.3. Provide the Contractor with a duly completed Application (Appendix No. 1), which must indicate the type of Service provided to the Customer under this Agreement. If you need to receive other types of Services, other than those agreed in the Application, provide a new Application. Each subsequent Application cancels the effect of the previous one.
5.2.4. Comply with the requirements of the legislation of the international legislation in the execution of the Agreement in relation to the use of the Services, including, but not limited to, not to send SPAM, unsolicited messages, messages containing inaccurate information, advertising messages, if the Addressee has not received prior consent to their receipt in a form that can be presented as unconditional proof of consent to receive such messages (subscription via the web form on the site, a questionnaire indicating the contact e-mail address, a signed statement or agreement, acceptance of an offer, etc.), messages, leading to disruption of the System’s performance, messages of an offensive or slanderous, fraudulent nature, inciting national, racial or religious hatred, not to violate other constitutional rights of citizens, not to infringe in any way on intangible benefits, including life and health, dignity in person, personal integrity, honor and good name, business reputation, privacy, personal and family secrets, the right to free movement, choice of place of stay and residence, the right to a name, the right of authorship, other personal non-property rights and other intangible benefits belonging to a citizen from birth or by virtue of law, and also not to use the Services to transmit or receive materials in violation of copyright, related and other rights provided for by the current international law.
5.2.5. To inform the Addressees who receive messages, information about the possibility and method by which they can opt out of further receiving messages.
5.2.6. Delete from the database of addresses, telephone numbers of the Addressees who refused to receive the mailing.
5.2.7. Provide the Contractor, at his first request, with evidence that the Addressees have expressed their consent to receive messages sent by the Customer.
5.2.8. Read and implement the Contractor’s anti-SPAM policy.
5.2.9. To keep confidential information received from the Contractor as a result of fulfilling its obligations under the Agreement, in secret, not to disclose, not to publish and protect from access by third parties (except as provided for by applicable law).
5.2.10. When registering in the Electronic Interface, provide reliable information about yourself.
6. RESPONSIBILITY OF THE PARTIES
6.1. The parties to this Agreement are responsible in accordance with the current legislation of the Russian Federation and this Agreement.
6.2. In case of non-fulfillment or improper fulfillment by the Customer of the obligations provided for in clauses 4.4., 4.5., 5.2.4., 5.2.5., 5.2.6., 6.8. of this Agreement, the Contractor has the right to block access to the Customer’s Electronic interface without refunding the unused balance of funds transferred to the Contractor by the Customer for the performance of the Services under this Agreement, satisfy his claims through any advance payments of the Customer with subsequent notification, and also demand full compensation for damage from the Customer, arising in connection with this from the Contractor.
6.3. The Contractor is responsible for the operability of the Electronic Interface for the transmission of messages from the Customer to the Communication Operators of the Addressees.
6.4. The Contractor is not responsible under this Agreement for non-receipt or untimely receipt by the Addressee of the Customer’s messages, in view of the fact that:
– the quality of the provision of the Services may be affected by malfunctions or accidents in the telecommunication networks to which the Contractor is connected;
– Delivery of messages by Communication Operators is possible within the radio coverage area of the base stations of the corresponding networks;
– the quality of the provision of the Services can be negatively affected by such factors as physical barriers preventing the propagation of radio waves, weather and atmospheric phenomena, cases of radio interference, congestion of the networks of the Telecom Operator, Internet providers, etc .;
– messages can be blocked by the Telecom Operator for reasons beyond the control of the Contractor;
– the Addressee’s mobile phone can be turned off at the time of SMS delivery.
6.5. The Customer has the right, within six months (6 months), to demand the return of the unused balance of funds transferred to the Contractor according to the previously generated order, and not payable as the Contractor’s remuneration, except for situations of violation of the conditions of clauses 4.4., 4.5., 5.2.4., 5.2.5., 5.2.6., 6.8. Of the contract.
6.6. By signing this Agreement, the Customer, of course, agrees that not the Contractor, but the Customer, is the only sender of all messages sent out under this Agreement, that is, it is he who is the advertising distributor of these messages and is responsible for the content of the messages sent, but The Contractor only creates a technical opportunity for sending (distributing), delivering these messages by means of a certain set of technical equipment and software. In addition, the Customer assumes all negative consequences in the event of any claims, claims from third parties related to the sending of messages under this Agreement. The Customer also agrees that in the event of initiation of any kind of proceedings against the Contractor in connection with violation of the current legislation, admitted as a result of sending (mailing) and delivery of messages sent under this Agreement, the Customer is the proper respondent (only the Customer accepts on all negative consequences). The Customer undertakes to reimburse the Contractor for any losses incurred by the Contractor due to violations by the Customer of the provisions of this Agreement, the current legislation of the Russian Federation or other countries to which the messages were sent.
6.7. In case of sending to the Contractor a written or oral appeal, request, claim, complaint, instructions regarding the content of messages sent by the Customer when using the Electronic interface, the Contractor within 10 (ten) calendar days from the date of receipt transfers the information received to the Customer, who, in turn , within a period of not more than 2 (two) working days, checks the validity of the appeal and gives an official response to the Contractor and the applicant on this appeal.
6.8. The Customer undertakes to inform the Addressees of the arrival of SMS-messages at night, if such messages are sent.
6.9. The Customer is fully responsible for the storage and inaccessibility of the password to the Electronic Interface to third parties. The Contractor shall not be liable to the Customer for any losses incurred by the Customer in connection with the loss of the password or the accessibility of the password to third parties, which occurred through the fault of the Customer.
6.10. Any sanctions under this Agreement are applied by the Parties on the basis of a corresponding written request.
7. AMOUNT OF REMUNERATION AND PAYMENT PROCEDURE
7.1. Payment for the Services under this Agreement is carried out in the order of 100% (one hundred percent) prepayment by transferring funds to the settlement account of the Contractor, on the basis of an “invoice” independently generated by the Customer using the Electronic Interface.
7.1.1. The cost of an order for sending one message is calculated based on the Contractor’s Tariffs specified in the “Tariffs” section of the Electronic interface of SMS mailing: https://www.notificore.ru/products/sms/prices.php
7.1.2. When calculating the cost of the Services provided under this Agreement, a Simple SMS message or one part of a Concatenated SMS message sent to one Addressee is accepted for one SMS message.
7.2. The Contractor has the right to change the Tariffs for the provision of Services at his own discretion, having previously notified the Customer by sending an electronic notification to the email address specified by the Customer as a login to his Personal Account in the System. If the Customer continues to use the Services, this is recognized as his acceptance of the new Tariffs for the provision of the Services.
7.3. Settlements under this Agreement are made in USD. The date of fulfillment by the Customer of the obligation to pay is the day the funds are credited to the settlement account of the Contractor.
7.4. Upon reaching the zero balance of the Customer, the Contractor stops providing the Services until the Customer pays for the required number of messages.
7.5. The Customer has the right, within six months (6 months), to demand the return of the unused balance of funds transferred to the Contractor according to the previously generated order, and not payable as the Contractor’s remuneration, except for situations of violation of the conditions of clauses 4.4., 4.5., 5.2.4., 5.2.5., 526., 6.8. Of the contract.
7.6. If the Customer does not put forward written objections to the acceptance of the Services and the signing of the Act within 7 (seven) calendar days from the date of receipt of the Act from the Contractor, the Act on the services rendered is considered accepted and signed by the Customer on the last day of the specified period.
8. FORCE MAJEURE
8.1. In the event of the impossibility of full or partial fulfillment of any of the Parties’ obligations under this Agreement, if it is caused by force majeure circumstances (force majeure), the execution period is postponed in proportion to the time during which such circumstances and their consequences will operate. Force majeure means natural disasters (earthquakes, hurricanes, floods, droughts), war or hostilities, riots, terrorist acts, power problems, hail, government decisions, as well as other extraordinary, unavoidable and insurmountable man-made events, natural or social nature. The presence of these circumstances must be confirmed by the relevant official documents issued and executed in the manner prescribed by law.
8.2. The Party, for which, due to force majeure, the impossibility of proper performance of the obligation has been created, is obliged to notify the other Party of the occurrence of force majeure within three (3) working days from the moment of such occurrence in any convenient way.
9.1. All terms of the Agreement, as well as any information and data received by the Parties in connection with the execution of the Agreement, are strictly confidential and are not subject to disclosure and transfer to third parties, except in cases where bringing such information to the attention of the competent authorities is mandatory by law.
9.2. The Parties undertake to keep the information received in strict confidentiality and to take all possible actions to protect it, no less than the actions that each of the Parties takes to protect its own information.
9.3. The Parties give their consent to the use and processing of their personal data by the other Party for administrative, legal and commercial purposes.
10. DISPUTE RESOLUTION
10.1. In the event of disputes between the Parties related to the subject of the Agreement, the Parties will make every effort to resolve them through negotiations.
10.2. The pre-trial claim procedure for resolving disputes is mandatory for the Parties to this Agreement. Claims are sent by registered mail with a return receipt to the addressee. The date of the stamp of the addressee’s post office on the delivery receipt of the mailing to the addressee is considered the date of the claim. The party that received the claim is obliged to consider it and send a response within 10 (ten) calendar days from the date of its presentation, except for the cases provided for in clause 6.7. actual agreement.
10.3. Any dispute arising out of this Agreement, including any question of its existence, validity or termination, unless settled amicably through negotiation, shall be submitted to and finally settled by arbitration in accordance with the LCIA Rules. The arbitration dispute shall be settled by one arbitrator, the language of the arbitration – English. Place of arbitration – London, United Kingdom.
10.4. If the above-mentioned arbitration clause cannot be applied for any reason, all disputes shall be settled in court, in accordance with the jurisdiction and jurisdiction of the courts in accordance with the law of the place of signing this Agreement.
11. TERM AND TERMS OF TERMINATION
11.1. This Agreement comes into force from the moment of its signing by both Parties (the date indicated in the upper right corner of the first page of this Agreement) and is valid until December 31, 2021.
11.2. The validity of this Agreement shall be extended on the same terms for the next 12 (twelve) months, unless one of the Parties notifies the other Party in writing of its intention to terminate the Agreement due to its expiration at least 10 (ten) working days before the expiration date of the Agreement.
11.3. In any case, if at the time of the expiration of this Agreement any of the Parties does not fulfill the obligations assumed, then the Agreement continues to operate until the obligations are fully fulfilled.
11.4. Each of the Parties has the right to terminate this Agreement unilaterally by written notification sent to the other Party at least 30 (thirty) calendar days before the date of termination of the Agreement specified in the notification: The Parties undertake to repay the debt owed to each other within 5 (five) banking days after termination of this Agreement.
12. FINAL PROVISIONS
12.1. All changes and additions to the Agreement are considered valid only if they are made in writing and signed by authorized representatives of both Parties.
12.2. The Parties decided that in the event that a part of this Agreement is recognized as invalid (illegal), the Agreement itself, even without the inclusion of an invalid (illegal) part, is considered concluded. In this case, the Party to this Agreement cannot refer to the fact that without the inclusion of an invalid (illegal) part in the Agreement, it would not have concluded it.
12.3. This Agreement is drawn up and signed in Russian in two identical copies on 7 (seven) sheets with an attachment (Application) on one sheet, having the same legal force, one copy for each of the Parties.
12.4. By signing the text of this Agreement, the Parties confirm that the terms of this Agreement are fair for them, there is no imbalance in contractual rights and obligations, they understood the meaning of their actions. When concluding this Agreement, there was no deception or coercion, the expression of the will of the Parties meets their internal will, and also confirms that the text of the Agreement is carefully read by the Parties, the conditions are clear and the Parties have no claims to the text of the Agreement or its conditions.
12.5. By signing this Agreement, the Customer agrees to mention it as the Contractor’s client in the media (including, but not limited to, on the Contractor’s website, in the Contractor’s materials, etc.).
12.6. This Agreement expresses all the agreed conditions and understanding between the Parties in relation to all the points mentioned here, while after the signing of this Agreement, all previous written or oral agreements between the Parties regarding the subject of this Agreement become invalid if there is no reference to them in the Agreement.
12.7. Each of the Parties guarantees that at the time of the conclusion of this Agreement it is not in any way limited by law, other regulatory or law enforcement act, court decision or in any other way provided for by the relevant current legislation in its right to conclude this Agreement and fulfill all the conditions specified in it.
12.8. The parties undertake to inform in writing about all changes in the name, organizational and legal form, legal address, actual location address and mailing address, TIN, bank and other details within 10 (ten) business days from the date of change of the specified data.
12.9. The Parties confirm that the persons who signed this Agreement are authorized to do so, have sufficient powers and do not need the consent (permission) of any of the company’s bodies to conclude this Agreement.
13. DETAILS AND SIGNATURES OF THE PARTIES