Miratech IT Services Terms and Conditions

TERMS AND CONDITIONS This document represents the terms and conditions for provision of the information technology consulting services (hereinafter “Terms and Conditions”).These Terms and Conditions in conjunction with the terms and conditions of the Service Agreement between companies of Miratech Group or the other document between them referring to the Terms and Conditions (hereinafter “Agreement”) form the integrated agreement between the parties to such Agreement (hereinafter “Parties”). 1. RIGHTS AND OBLIGATIONS OF THE PARTIES 1.1. The Contractor shall carry out all services for the Customer in a professional and a workmanlike manner. 1.2. On Contractor’s request Customer shall in proper time provides all information and documents necessary for carrying out services in compliance with the terms and conditions of these Terms and Conditions and the Agreement. The information and documents indicated above shall be used only for the purpose of carrying out such services and shall be returned to the Customer after the completion of the services. 1.3. While caring out services in compliance with the conditions of these Terms and Conditions and the Agreement, the Contractor shall be guided by the standards and concepts of software development and data protection used by the Customer and prescribed in the applicable technical requirements (if any, to be specified in the respective Service orders). 1.4. If the Contractor has established that the technical requirements provided by the Customer are erroneous, incomplete, or infeasible, the Contactor shall notify the Customer of this in writing. Then the Customer shall take a decision concerning modifying the technical requirements. 1.5. The Contractor shall provide on approval by the Customer information on all technical modifications with respect to the Customer’s concept of services execution prescribed by the Customer in the Technical Requirements. In case modifications cause an extension of the timeframe or increased costs, the Contractor shall immediately notify the Customer. The Contactor shall be entitled to implement any modifications only after receiving written consent from the Customer. Only after written consent from the Customer can the Contract extend the timeframe and/or request additional payments for the work required to carry out the works in compliance with the terms and conditions of these Terms and Conditions and the Agreement. 1.6. Unless otherwise agreed by the Parties, Customer shall obtain, own and enjoy the exclusive, irrevocable and transferable right, which is not restricted in time, place or content, to use in any manner all outgoing from the Contractor results of services (software programs, program modules, source code, including all inventions and know-how, testing and development reports, ideas, concepts, design, proposals, samples, models, etc.) that have been obtained during the performance of the Agreement, as well as the right to replicate, popularize, exhibit, modify, redesign, edit, improve and transfer them to third parties. In case a special contract for the transfer of rights is requested, the Contractor shall conclude such contract with the Customer if and as soon as it is necessary. 1.7. Conditions set forth in clause 3.6 herein are adjusted to all services performed under the Agreement by default. However, Parties may agree to override these conditions. In this case all ownership and distribution of material author and intellectual property rights are regulated by such agreements. 1.8. Unless otherwise agreed by the Parties, the Contractor shall be entitled to give some of the project tasks to a subcontractor on behalf of the Contractor bearing all the associated costs without the written consent of the Customer. Subcontracting Services hereunder to any third party shall not relieve the Contractor of its responsibilities under the Agreement. The Contractor shall procure that all subcontractors have signed a binding confidentiality agreement which prohibits disclosure of the Customer confidential information. 2. ACCEPTANCE OF THE SERVICES 2.1. Unless otherwise agreed by the Parties, the Customer shall accept services at the time of their delivery, that shall serve as a basis for invoicing the Customer as is stipulated in section 6 herein. 2.2. Payment of respective invoices shall evident by the fact that services were rendered by the Contractor in accordance with the conditions of these Terms and Conditions and of its acceptance by the Customer in full. 3. THE PRICE OF THE AGREEMENT 3.1. The price of the Agreement is equal to the total price of services under the Agreement. 3.2. The Customer shall transfer invoiced amount in compliance with the clause 4 herein. Prepayment can be made by the Customer. 3.3. The Parties shall cover all expenses related to money transfer through their correspondent banks or any transfer related charges incurred by their banks. 3.4. The price of each type of services is determined based on the arm-length principle (Resale Price Method as most appropriate) and provides specific roles and functions with related rates of gross margin. Each role defined below brings the same profit percentage to each of the Parties: The level of profitability was defined based on the financial cost of every role, its responsibility and complexity levels. 4. TERMS OF PAYMENT 4.1. The Contractor shall invoice the Customer monthly, stating the volume of services provided during the previous month. The Customer pays for the services by a wire transfer to the Contractor’s bank account. 4.2. Upon agreement between the Parties, prepayments may be made by the Customer under the Contractor’s invoices. 4.3. The Customer shall pay invoices upon their receipt or within other period stated in such invoice. 4.4. The Customer shall cover transportation and accommodation expenses of the Contractor incurred by its employees or employees of its subcontractors in view of rendering services. 4.5. One of the mandatory provisions of all invoices from the Contractor shall be the number of the Agreement. 4.6. In case of necessity, Customer may consider Contractor as his independent consultant and involve him into the process of project terms negotiation, in particular while discussing with third parties agreements under which Customer plans to transfer project service orders to the Contractor. 4.7. In case of necessity, the Contractor may raise a question of compensation of telephone communication (particularly by the way of providing the Contractor with additional cellular lines at the Customer’s cost) required to fulfill the Contractor’s obligations hereunder. The Customer shall pay due attention to such issues and shall not groundlessly decline them. 4.8. Interest at the rate of Federal Funds Rate + 1,5% per annum, compounded monthly, will accrue and will be payable with respect to any amounts due and not paid by the Customer until such amounts, and any interest thereon, have been paid 5. FORCE MAJEURE 5.1. If any of the Parties to the Agreement fail to partially or fully perform their obligations under the Agreement due to such circumstances as fire, natural disasters, military operations, export bans or any other beyond the control of the Parties (force majeure), the time stipulated for the fulfillment of obligations shall be prolonged for the period of duration of the circumstances mentioned above and their consequences. 5.2. The Party that fails to perform its obligations under the Agreement shall give notice to the other Party of the start and termination of the circumstances that prevent the performance of obligations within the period of no more than 5 days. The above-mentioned circumstances and their duration are confirmed by certificates issued by the Chamber of Commerce and Industry of the respective country. Failure to notify or to notify in due time of the start/termination of force-majeure circumstances deprives the Party of the right to refer to them. 6. OTHER PROVISIONS OF THE AGREEMENT 6.1. Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of a sole arbitrator. The seat of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be English. 6.2. The Agreement shall be governed by the laws of Sweden. 6.3. Ownership of Intellectual Property rights as well as ownership of any other services (work results) shall be owned by Customer if otherwise not agreed in the Agreement. 6.4. Confidential Information of the Parties. From time to time the Party may provide its own confidential business and technical information to the other Party in connection with the services to be performed under Service orders under the Agreement. The Disclosing Party shall designate such information as confidential prior to disclosure. In return the Receiving Party may refuse to receive such confidential information (unless it prevents proper performing of Contractor’s obligations hereunder or under Service order concerned). In addition, the preparation and specifications of the services shall in all instances be treated as confidential, unless and until disclosed publicly by the Disclosing Party. All confidential written materials shall be marked with the legend "Confidential Information". 6.5. The Receiving Party should not disclose any of the Disclosing Party’s confidential information for the period of 5 (five) years from the date of disclosure, unless there is necessity hereof to perform services under Service order concerned or the disclosure of the confidential information is required by the Law of the Party’s country or by the valid order of a state authority. 7. FINAL PROVISION If any provisions of the Agreement or these Terms and Conditions are deemed invalid or found incomplete, it shall not affect the validity of the other provisions of the Agreement or these Terms and Conditions as a whole. In this case the Parties shall conclude a supplementary agreement giving effect to a certain regulation, which is as much as possible close to the one, implied by the essence and purpose of the Agreement and these Terms and Conditions, instead of invalid or incomplete requirements.