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1. GENERAL PROVISIONS
1.1. This Agreement is an official public offer (public offer) LLC "Brand Depo", acting on the basis of the Certificate of State Registration of a legal entity dated 29.12.2022, hereinafter referred to as the "Contractor", for any individual or legal entity (hereinafter referred to as the" Customer") that accepts this offer, under the conditions specified below.
1.2. In accordance with paragraph 5 of Article 395 of the Civil Code of the Republic of Kazakhstan, in case of acceptance of the terms and conditions set out below and payment for services, the legal entity or individual accepting this Offer becomes the Customer. Acceptance of this offer means that the Customer fully and unconditionally accepts all the terms and conditions without any exceptions and / or restrictions and is equal in accordance with the Civil Code to the conclusion by the parties of a bilateral written contract for the provision of services, on the terms set out below this Offer.
1.3. The moment of full and unconditional acceptance by the Customer of the Contractor's offer to conclude an offer agreement (acceptance of the offer) is considered to be the fact of prepayment by the Customer of the cost of the Contractor's services provided and/or re-registration on the Contractor's Website.
1.4. The text of this Offer Agreement (hereinafter referred to as the "Agreement", "Offer", "Offer Agreement") is available on the Contractor's website at: https://prian.info.
1.5. The Contractor and the Customer provide mutual guarantees of their rights and legal capacity necessary for the conclusion and execution of this Agreement.
2. DEFINITIONS AND TERMS
2.1. For the purposes of this Offer, the following terms are used in the following meanings:
2.2. This Offer may use terms that are not defined in clause 2.1. In this case, the interpretation of such a term is made in accordance with the text of this Offer. If there is no unambiguous interpretation of the term in the text of the Offer, you should be guided by the interpretation of the term: first of all – on the Contractor's website, and second of all-by the generally accepted meaning.
3. SUBJECT OF THE OFFER
3.1. Under this Agreement, the Contractor undertakes to provide the Customer with a set of Services specified in the Customer's request and / or invoice paid by the Customer, and the Customer undertakes to accept and pay for them in accordance with the terms of this Agreement
3.1.1. The specific list of Services provided to the Customer is determined on the basis of the Customer's request and / or invoice issued by the Contractor and paid for by the Customer. From the moment of payment of the invoice, it becomes an integral part of the Contract concluded between the Customer and the Contractor, which determines the composition and cost of Services provided under the Contract.
3.2. The cost of Services and their full list, terms of Service provision are indicated in the Requests, depending on the set of services chosen by the Customer for placing advertising and informational materials.
3.3. When providing services by the Contractor, the Technology of remote provision of advertising and information services is used.
3.4. Acceptance of the Offer, i.e. unconditional acceptance by the Customer of the terms of this Agreement, is payment for Services and written receipt by the Contractor of the corresponding payment document from the Customer confirming the fact of payment.
4. TERMS OF SERVICE
4.1. The Contractor provides the Service to the Customer only if the following conditions are met:
4.1.1. The Customer has accepted the Offer in accordance with clause 3.1.1. of this Offer, by selecting the type of services offered by the Contractor, by sending written consent by e-mail, telephone call or by any text message to the Contractor's contacts.
4.1.2. After receiving an affirmative answer for the chosen service package of the Contractor, the parties to this Offer Agreement approve the terms and conditions in their Applications to it. Within 1 (one) business day, the Customer pays for the provision of services.
4.2. These Services are not educational activities, are not subject to licensing, are not accompanied by the final certification, the assignment of any qualification and the issuance of an education document.
4.3. The services are considered to have been rendered properly and in full if the Customer does not submit a claim to the Act of Work Performed signed by the Customer within 5 (five) business days from the end of the provision of services. In the absence of a claim, the Act of acceptance and delivery of Services is considered signed, and the Services are rendered properly.
4.4. The Parties do not have any claims against each other after rendering Services under the Offer.
4.5. This Agreement, as well as all amendments and additions to this Agreement, are open documents and are published for general information on the Contractor's Website.
4.6. This Agreement does not require sealing and / or signing by the Parties, while maintaining full legal force.
5. COST OF SERVICES AND PAYMENT PROCEDURE
5.1. The cost of Services, according to the type of complex of services chosen by the Customer, specified in clause 3.1.1. of the Offer, is indicated in the Applications. The price is subject to change and depends on the individual discount to the Customer.
5.2. Payment for Services is made by the Customer in advance payment in the amount of 100% of the amount of Services.
5.3. Payment is made by transferring funds to the Contractor's current account specified in this Offer.
5.4. The Service will be considered paid for from the moment of receipt of funds to the Contractor's current account.
5.5. If the Customer refuses the services, the Contractor does not return to the Customer the amount received to the Contractor's current account under this Offer.
5.6. When making additions and changes to the services provided that are not stipulated in the Offer and its Application, the Customer makes an additional payment, the amount of which is determined and agreed by the Parties in the Supplementary Agreement to this Offer.
5.7. The Customer independently monitors changes in the Contractor's banking details specified in this Offer and is responsible for the correctness of payments made by him.
6. RIGHTS AND OBLIGATIONS OF THE PARTIES
6.1. The Contractor is obliged to:
6.1.1. Provide Services to the Customer in accordance with the Contract concluded under the terms of the Offer.
6.1.2. Familiarize the Customer with the requirements that ensure the effective use of the result of the services rendered, as well as with the possible consequences of non-compliance with these requirements.
6.1.3. Select a responsible employee to interact with the Customer.
6.1.4. Refrain from transmitting to third parties information about the Customer's credentials obtained during the provision of services, except for cases concerning illegal actions of the Customer, on the basis of a written request from authorized state bodies.
6.2. The Contractor has the right to:
6.2.1. Without any agreement with the Customer, involve third parties to perform the work. At the same time, the Contractor is responsible to the Customer for the quality and timeliness of work performed under this Agreement.
6.2.2. Receive from the Customer documents, explanations and additional information necessary for the provision of full-fledged services under the agreement.
6.2.3. Temporarily suspend the provision of Services to the Customer under the Agreement for technical, technological or other reasons that prevent the provision of Services, while such reasons are eliminated.
6.2.4. Refuse to accept the Application if:
6.2.5. In case of delay in providing informative data and necessary material for the provision of Services by the Customer for more than 5 (five) calendar days, the Contractor has the right to provide services without providing information by the Customer.
6.2.6. To withhold and / or demand from the Customer 100% payment for the services rendered, in case of termination of the Agreement unilaterally at the initiative of the Customer, after the latter has provided all the necessary information data and material for the full provision of services under this Agreement from the moment of its signing.
6.2.7. If the Customer violates the deadline for transferring funds, suspend the work for the period of delay allowed by the Customer.
6.3. The Customer is obliged to:
6.3.1. Provide the Contractor with the necessary text, graphic, audio, video, photoinformation, banking details and other materials intended for the provision of services within 5 (five) business days after the date of conclusion of this Agreement.
6.3.2. Appoint an employee responsible for interaction with the Contractor.
6.3.3. If it is necessary to create different language versions when providing a set of services, provide translations of information materials and provide them to the Contractor in the language of the corresponding version, if by additional agreement of the Parties the specified obligation is not assigned to the Contractor.
6.3.4. Pay for the Contractor's work in accordance with the procedure and within the time limits established by the Agreement and its Applications. The Customer has the right not to pay the amount for services until the Contractor fulfills its obligation to provide the Customer with an invoice for services rendered by the Contractor in a timely manner.
6.3.5. After the Contractor submits the signed certificate of work performed (on purpose and/or by e-mail), the Customer is obliged to send the Contractor an approved and signed certificate of work performed, or a reasoned refusal to accept the Services rendered in writing with a full list of comments and complaints within 5 (five) business days. If the Customer submits a reasoned refusal to accept the work, the Parties draw up an act of non-compliance with the work performed, fixing the shortcomings and indicating the time frame for their elimination. After the identified shortcomings are eliminated, the final report of completed works is signed within the time period established by the act of nonconformity of completed works. In the absence of a written reasoned refusal to sign the Act of Work Performed by the Customer for more than 5 (five) business days from the date of its receipt, the results of the services rendered are considered accepted, and the act of work performed is considered signed by the Customer.
6.3.6. In case of early termination of the Contract at the request of the Customer, pay the actual costs incurred by the Contractor for the services rendered within 3 (three) business days from the date of issuing the corresponding invoice by the Contractor. At the same time, the fact that the Customer provides all the necessary information materials for the provision of services to the Contractor is considered equivalent to providing a positive response to the provision of services under this Agreement and is not subject to refund by the Contractor, and is subject to 100% payment by the Customer in the amount agreed by the parties.
6.3.7. Keep the Contractor's trade secret, which became known to the Customer during the performance of the Contract, and use the information containing the trade secret only for purposes related to the performance of the Contract.
6.3.8. Comply with the principles of business ethics in relation to the Contractor and do not involve employees, third parties who are in partnerships and contractual relationships in the provision of services under this Agreement with the Contractor to cooperate and / or hire for the provision of services without the written consent of the Contractor during the term of this Agreement and for 3 (three) years after its completion.
6.3.9. Perform other duties stipulated in this Agreement.
6.4. The Customer has the right to:
6.4.1. Check the progress and quality of work performed when providing services by the Contractor, without interfering with the Contractor's activities.
7. LIABILITY OF THE PARTIES
7.1. For non-fulfillment or improper fulfillment of obligations under this Agreement, the Parties are responsible in accordance with the current legislation of the Republic of Kazakhstan.
7.2. The Customer is responsible for the content of information and materials provided for the provision of Services under this Agreement, for their accuracy, purity from claims of third parties and the legality of its distribution (not violation of copyright, related, industrial and other rights of third parties).
7.3. The Contractor is not responsible for the information specified in the materials provided by the Customer. In the event of claims and/or claims from third parties regarding the "Customer's information", the Customer undertakes to settle such claims on its own and at its own expense.
7.4. The Contractor is not responsible for non-performance of part of the services specified in the Requests to the Agreement if the Customer does not provide the necessary materials.
7.5. The Contractor is not liable in case of loss of logins and passwords for access to the System due to the fault of the Customer or theft from the Customer, as well as distortion of information or damage to the System with the help of a lost (stolen) login and / or password as a result of unauthorized access by third parties.
7.6. If the Customer fails to make payment/advance payment within 5 (five) calendar days from the date of receipt of the invoice, the Contractor has the right to unilaterally suspend work on
this Agreement.
7.7. In case of late payment obligations, the Customer pays the Contractor a penalty in the amount of 0.1 % of the amount of this Agreement for each day of delay, but not more than 10% of the amount of the overdue invoice.
7.8. In case of delay of obligations on the term of rendering services, the Contractor pays the Customer a penalty in the amount of 0.1 % of the amount of this Agreement for each day of delay, but not more than 10% of the amount of the overdue invoice.
7.9. Payment of the penalty does not release the Party from fulfilling the obligation.
8. FORCE MAJEURE CIRCUMSTANCES
8.1. The Parties are released from liability for partial or complete non-performance of their obligations under this Agreement, if this was due to force majeure circumstances that arose after the conclusion of this Agreement as a result of extraordinary events that the parties could not have foreseen or prevented by reasonable measures.
8.2.A certificate or other supporting document issued by the authorized state body will be sufficient proof of the operation of force majeure circumstances.
8.3. In the event of force majeure circumstances impeding the fulfillment of obligations under this Agreement, the deadline for the parties to fulfill such obligations is postponed in proportion to the time of action of such circumstances, as well as the time required to eliminate their consequences, but not more than sixty days.
8.4. If force majeure circumstances continue to operate for more than 10 calendar days, or when it becomes obvious to both parties that the circumstances will operate for more than this period, the parties undertake to discuss the possibility of alternative ways of executing this Agreement or terminating it without compensation
losses, but with the payment of services for the parts actually rendered.
9. CONFIDENTIAL INFORMATION
9.1. Each of the Parties to this Agreement undertakes not to disclose the terms of the Agreement to third parties, as well as to maintain strict confidentiality of financial, commercial and other information (hereinafter referred to as confidential information) received from the other Party during the negotiation, conclusion and execution of the Offer Agreement.
9.2. The Parties observe the regime of protection of confidential information by notifying any and every employee and official of non-disclosure of confidential information of the other Party if such information has become or will be available to him / her due to the performance of his / her official duties.
9.3. The transfer of confidential information to third parties, its publication or disclosure is possible only with the prior written consent of the other Party.
9.4. At the request of the authorized state bodies of the Republic of Kazakhstan (law enforcement, tax authorities, etc.), one of the Parties may acquaint them with the content of this Agreement without the prior consent of the other Party.
9.5. If one of the Parties violates the requirements stipulated in this clause, this Party will be liable for causing documented losses to the other Party due to its fault.
10. INTELLECTUAL ACTIVITY
10.1. Exclusive and personal non-proprietary rights to any results of intellectual activity posted on the Contractor's Website or contained in Websites created for the purpose of:
They belong to the Contractor and are protected in accordance with the current legislation of the Republic of Kazakhstan.
10.2. All results of intellectual activity contained on the Site in the Services may be used by the Customer exclusively for personal purposes. The Customer does not have the right to: record, copy, or distribute the materials contained in the Services in any way. If the Customer uses the materials for commercial purposes or distributes them in any way without the Contractor's consent, the latter has the right to hold the Customer liable, in accordance with the current legislation of the Republic of Kazakhstan.
11. APPLICABLE LAW AND DISPUTE RESOLUTION
11.1. All disputes and disagreements, if any, arise in the course of the performance of this Agreement, the Parties will try to resolve through negotiations. The claim procedure for settling a dispute before applying to the court is mandatory.
11.2. If it is impossible to settle disputes through negotiations, they are subject to transfer for consideration to the Specialized Inter-district Economic Court of Almaty in accordance with the current legislation of the Republic of Kazakhstan.
12. OTHER TERMS AND CONDITIONS
12.1. Any notification requested or provided by one of the Parties to the other Party under this Agreement must be submitted in writing to the legal address or actual address, or any other address that was specified for sending the notification.
12.2. If any provision of this Agreement is recognized by the competent authority as invalid in whole or in part, this should not affect the operation of other provisions of this Agreement.
13. LEGAL ADDRESS AND DETAILS OF THE CONTRACTOR
"Brand Depo" LLC
BIN 210940005264
TIN: 210940005264
Legal address: Astana, "Baikonur" district, Otyrar str., building 15
Bank details:
Bank: ForteBank JSC
IIC: KZ6196520F0007882300