Public Offer Agreement | Workogram

Public Offer Agreement

AGREEMENT

on the provision of translation services, sound recording

revised edition 01.10.2019

1. TERMS AND DEFINITIONS

1.1. Contractor – business entity, the information about which is communicated to the Customer at the time of ordering the service.

1.2. Agreement – the present agreement on the provision of translation services, sound recording.

1.3. Translation – interpretation or translation from/into a foreign language, translation of video content.

1.4. Sound recording – the process of recording of sound of video, carried out separately from the shooting.

1.5. Customer – an individual, natural person-entrepreneur or legal entity that receives services from the Contractor in accordance with this Agreement.

1.6. Site – website workogram.com.

1.7. Service – translation or sound recording.

2. GENERAL PROVISIONS

2.1. This Agreement is concluded between the Customer and the Contractor.

2.2. In accordance with Art. 633 of the Civil Code of Ukraine, this Agreement is a public agreement. When ordering services from the Contractor and performing payment or confirmation of the offer, the Customer agrees to the terms of the Agreement. The Agreement is considered concluded and shall be effective as of the time of payment or confirmation of the offer of the Contractor’s services by the Customer.

3. SUBJECT OF THE AGREEMENT

3.1. The Customer orders, and the Contractor provides services of translation of documentation/video content, sound recording from and into foreign languages, hereinafter referred to as “Services”, on the subject, quantity and quality in accordance with the Customer’s orders.

4. RESPONSIBILITIES OF THE PARTIES

4.1. The Contractor shall be obliged to:

4.1.1. Timely and efficiently provide the Customer with services on the issues specified in clause 3.1. of this Agreement.

4.1.2. Consider confidential all the data, documents and other information about the Customer’s activities that may or will become known to the Contractor when translating the Customer’s documentation/video content. Under no circumstances disclose it, not transfer any documents and data to a third party without the prior written consent of the Customer.

4.1.3. Provide translation services in the format agreed with the Customer.

4.2. The Customer shall be obliged to:

4.2.1. Provide the Contractor with documentation/video content for translation, indicate all the necessary details and provide all the necessary additional information (supporting materials, in particular: previous translations, reference materials, glossaries, transliteration of names according to internal documents, and pay for the service of compiling glossaries and/or translation memory), for high-quality provision of services.

4.2.2. Accept the Services and pay for them under the terms of this Agreement.

5. COST OF SERVICES, TERMS OF PAYMENT AND THE PROCEDURE FOR ACCEPTANCE AND TRANSFER

5.1. The cost of services under this Agreement depends on the service ordered, volume, timing and complexity of the order and shall be determined in accordance with the price list of the Contractor, which the Contractor may change from time to time.

5.2. The cost of services shall be communicated by the Contractor to the Customer and shall be considered as agreed by the Parties upon its payment by the Customer or confirmation of the order and is not subject to further review unilaterally under a specified order. An exception may be the translation from Oriental languages, the cost of which cannot always be determined and, if it is impossible to calculate the number of words/characters in the document (for example, the document is password protected, not recognized by the program, etc.). In such cases, an invoice for a preliminary amount shall be issued and paid, and the Customer shall pay the remaining amount after the translation is completed.

5.3. If the Customer has reasonable comments on the quality of the services provided, the Customer may send the Contractor an exhaustive list of comments and/or translation with corrections within 5 (five) calendar days from the time the Contractor sends the Customer the result of the services provided (translation) by e-mail, and subsequent comments – within 3 (three) calendar days from the time the Contractor sends the Customer the corrected result of the provided services (translation) by e-mail. Reasonable comments on the quality of services shall be eliminated by the Contractor within the time agreed by the Parties.

The Customer’s claims and comments regarding the quality of services filed in violation of the terms specified in this clause of the Agreement are not considered by the Contractor. Services under the Agreement shall be deemed to be provided properly after the deadlines for the submission of the claims specified in this clause have expired, if the Customer does not make reasonable claims to the Contractor on the services provided. Claims and comments on the quality of the services provided may be sent by the Customer to the Contractor by e-mail to info@workogram.com.

5.4. The following are not considered reasonable comments on the quality of services and are not deficiencies in the quality of services:

– claims of the Customer regarding the scope of services that were not agreed upon by the Parties at the time of coordinating the order of services and which the Contractor was not required to perform;

– claims of the Customer regarding the ambiguity of interpretation or translation of proper names or names, toponyms, specifics of the use of terminology, etc., if the Customer has not provided the Contractor, prior to the provision of services in accordance with clause 4.2.1 of the Agreement, glossaries and/or translation memory or supporting materials for the preparation of such glossaries and/or translation memories, and/or has not ordered service of compiling them by the Contractor;

– stylistic and synonymous corrections that do not change the content of the translation performed by the Contractor;

– corrections and comments of the Customer to the translation performed by the Contractor, which contradict the norms of the languages of translation.

5.5. In case of a dispute between the Parties regarding the quality of the services provided (translation/sound recording performed) and whether the Customer’s comments on the quality of services are justified or not, and if the Parties are unable to reach agreement on this issue, the evidence of low-quality provision of services should be carried out by the Customer by ordering at its own expense an independent evaluation by an expert or expert institution which have all the necessary permissions and licenses set by the legislation of Ukraine, and providing the Contractor with an expert conclusion.

At the same time, until the expert submits this conclusion, the cost of the Contractor’s services shall be paid within the time periods stipulated by the Agreement.

If the conclusion of the evaluation establishes the fact of poor-quality provision of services and the validity of the Customer’s objections, the Contractor shall be obliged to compensate the Customer for the cost of the evaluation (provided that the Customer submits documents confirming that such costs were incurred) and the money paid for such services.

5.6. The Customer is obliged to notify the Contractor in writing on the fact of the ordered evaluation specified in clause 5.5. of the Agreement in time for comments on the quality of services specified in clause 5.3. of the Agreement. An expert conclusion shall be provided to the Customer no later than within 1 (one) calendar month from the date of notification of the Contractor about the evaluation. In case of failure to notify or untimely notification of the Contractor about the evaluation or failure to provide or untimely submission to the Contractor of the expert conclusion, the Customer’s claims and comments regarding the services provided are considered unreasonable, and the services are deemed to be provided properly after the expiration of the above periods for the relevant notification of the Contractor about the evaluation or for providing the Contractor with an expert conclusion.

6. RESPONSIBILITY OF PARTIES

6.1. The parties are responsible under the current legislation of Ukraine for the improper fulfillment of the terms of this Agreement.

6.2. For untimely transfer of funds, the Customer shall pay to the Contractor a fee in the amount of 0.1% for each day of overdue payment of the amount of this Agreement.

6.3. The payment of the above fee does not exempt the Parties from performing the services themselves, making payments and carrying out other contractual obligations.

6.4. If the Customer for any reason refuses to perform the ordered translation/sound recording, it shall pay the Contractor the cost of the work already completed as of the day of receipt of such a refusal from the Customer.

6.5. In the event of inflicting losses or damage to the Customer by the Contractor by failing to provide, untimely or poor-quality provision of each specific service, the Contractor shall indemnify such losses or damage in an amount not exceeding the cost of the corresponding service.

7. FORCE MAJEURE

7.1. The Parties have agreed that in the event of force majeure circumstances (Acts of God beyond the will of the Parties), namely: war, hostilities, blockades, embargoes, other international sanctions, currency reductions, other actions of states that create obstacles for Parties to fulfill their obligations, fires, other natural disasters or seasonal natural phenomena, such as freezing of the sea, channels, ports, etc., closure of routes, ducts, channels, passes, the Parties are exempted from fulfilling their obligations for the duration of the above circumstances.

7.2. Sufficient evidence of force majeure shall be a document issued by the Ukrainian Chamber of Commerce and Industry.

8. DISPUTE SETTLEMENT PROCEDURE

8.1. All disputes and disagreements that may arise under this Agreement shall be resolved, to the extent possible, through negotiations between the Parties.

8.2. If the Parties do not come to an agreement, the case shall be brought for settlement to the Economic Court of Kyiv.

8.3. The Parties determine that all claims under this Agreement should be considered within three business days from the date of receipt of such claims.

9. OTHER TERMS OF AGREEMENT

9.1. During the validity of this Agreement, the Parties shall be guided by the current legislation of Ukraine and the terms of this Agreement.

9.2. This Agreement shall become effective upon its signing by both Parties and shall be valid until the Parties fully fulfill their obligations.

9.3. After signing this Agreement, all previous negotiations on it, correspondence, preliminary agreements and protocols of intent on issues related to this Agreement in one way or another, lose their legal force.

9.4. The Customer agrees to the processing of the Customer’s personal data when ordering the Contractor’s services.

9.5. The Contractor saves and processes the personal data of the Customer, considering the Law of Ukraine “On the Protection of Personal Data”, international legislation and technical standards of protection.

9.6. The Contractor sends the Customer information, documents, results of the services provided, which according to this Agreement shall be sent by e-mail, to the Customer’s email address from which the Customer has contacted the Contractor to order services or which the Customer has separately provided to the Contractor.

9.7. Correspondence under this Agreement shall be sent by the Parties to each other at the addresses indicated in this Agreement. Correspondence is considered to be received at the time of its actual receipt by the Party. If the correspondence has been sent to the other Party to the proper address, but it has not been received by this Party within 10 (ten) calendar days from the date of its sending, the date of receipt of correspondence shall be considered the day of receipt of correspondence at the post office of the recipient Party or the date of sending by email.

9.8. The unit for calculating the cost of translation under this Agreement is the “word” of the text of the source document or the “minute” of the source video. The volume is determined using the Contractor’s special software.

9.9. In case the Customer makes additions or changes to the original text, the date of performing of the written translation/sound recording by the Contractor shall be postponed for the period necessary to complete the specified work and making amendments shall be paid by the Customer additionally.

10. CONFIDENTIAL INFORMATION

10.1. The Parties undertake, either during the term of this Agreement or after its expiration date, to never use the information that became known during the implementation of this Agreement and is classified by the Parties as confidential (texts of translations, cost and terms of service under this Agreement, information about the Customer) in the interests of third parties.

10.2. Both Parties agree to do their best to take all necessary measures to prevent the disclosure of such confidential information by employees or other people, except as permitted by this Agreement.