Terms of Service

 

1. Subject of the Agreement

1.1. In accordance with the present Agreement, the Contractor undertakes to perform the work specified in clause 1.2 of the Agreement (hereinafter referred to as the Work) on the Customer’s instructions within the time limits stipulated by the Agreement, and the Customer undertakes to accept the result of the Work and pay the contractual price.
1.2. The content, scope and time limits for performing the Work are specified in Annex No. 1 (EST-XXXXX) to the Agreement, which is an integral part hereof.
1.3. Materials necessary for the performance of the Work are defined by the Parties in the List of Materials (Annex No. 1 hereto), which is an integral part hereof. The obligation to provide these materials is assigned to the Contractor by the Parties. The Contractor shall be liable for the inadequate quality of the materials provided by it, the timing of their provision, as well as for the provision of materials burdened with the rights of third parties.

 

2. Term of the Agreement

2.1. The Agreement enters into force from the date of signing ( 2019) by its parties and is valid until the completion of all the Work.

 

3. Rights and obligations of the Parties

3.1. The Customer is obliged:
3.1.1. To inspect and accept, with the participation of the Contractor, the Work performed (the result of the Work) in the time and in the manner stipulated by the Agreement.
3.1.2. In case of detection of deviations from the Agreement, worsening the result of the Work, or other defects in the Work, to notify the Contractor about it immediately.
3.1.3. To pay for the Work performed on the terms and in the manner established by the Agreement.

3.2. The Contractor is obliged:
3.2.1. To perform the Work in accordance with the terms of the Agreement.
3.2.2. To perform the Work with its own resources and means, using its materials and its equipment, the delivery of which is carried out by the Contractor.
3.2.3. To give the Customer written explanations about the performance of the Work within 2 working days from the date of receipt of the Customer’s written request, and also immediately give oral explanations to the Customer about the performance of the Work.
3.2.4. To notify the Customer immediately and to suspend the Work until receiving its instructions upon detection of:
• possible adverse consequences for the Customer of implementation of its instructions and on the method of performing the Work
• negative result or inexpediency of the further performance of the Work
• other circumstances beyond the Contractor’s control which threaten the strength or suitability of the results of the Work performed or make it impossible to complete them on time. The question of the expediency of continuing the Work shall be decided by the Parties within 10 working days from the date of receipt by the Customer of the notice of the suspension of the Work
3.2.5. To inform the Customer about the readiness of the result of the Work within 5 working days prior to the Work completion time specified in the Agreement.
3.2.6. To perform all the Work in the scope and within the time limits stipulated by the Agreement, and deliver the Work to the Customer in a state allowing normal operation of the Work result.
3.2.7. To transfer information relating to the operation or other use of the result of the Work to the Customer, together with the result of the Work, if the nature of the information is such that it is impossible to use the result of the Work for the purposes specified herein without it.
3.2.8. To eliminate deficiencies and defects revealed during acceptance of the Work in a timely manner.
3.2.9. To use, in accordance with the terms of the Agreement, the necessary:
• materials
• equipment (technology)

3.3. The Customer is entitled:
3.3.1. To check the progress and quality of the Work at all times, without interfering in the Contractor’s activities.
3.3.2. To refuse to perform the Agreement and demand compensation for damages if the Contractor does not proceed to perform the Agreement in a timely manner or performs the Work so slowly that it is clearly impossible to finish it by the deadline specified in the Agreement.
3.3.3. To set a reasonable time limit for the Contractor for elimination of defects, and if the Contractor fails to fulfill this requirement within the established time, to withdraw from the Agreement or to eliminate the defects on its own or to entrust the third party with the elimination of the defects, while charging expenses to the Contractor’s account, and also to claim damages, if, during the performance of the Work, it becomes obvious that it will not be performed properly.
3.3.4. At its choice in cases where the Work is performed by the Contractor with deviations from the Agreement, worsening the result of the Work, or with other defects that make it unsuitable for the use provided for in the Agreement or unfit for normal use:
• to require the Contractor to eliminate the defects without compensation within a reasonable time;
• to require the Contractor to reduce the price set for the Work proportionally;
• to eliminate the defects on its own or involve a third party to eliminate them, charging the expenses for the elimination of the defects to the Contractor’s account.
3.3.5. If the deviations from the terms of the Agreement in the Work or other defects in the results of the Work were not eliminated within the reasonable time established by the Customer or are significant and unremovable, to refuse to perform the Agreement and demand compensation for the losses incurred.

3.4. The Contractor is entitled:
3.4.1. To involve subcontractors in the performance of its obligations hereunder without prior written approval from the Customer.
3.4.2. Not to proceed to the Work, and to suspend the Work started or refuse to perform the Agreement and demand compensation for damages in cases when the Customer’s violation of its obligations hereunder prevents the Contractor from performing the Agreement, as well as in circumstances obviously indicating that the Customer will not fulfill the specified obligations within the established time limits.
3.4.3. Instead of eliminating the defects which the Contractor is responsible for, to perform the Work anew without consideration, compensating the Customer for damages caused by the delay in performance. In this case, the Customer is obliged to return the result of the Work previously transferred to it to the Contractor, if such a return is possible according to the nature of the Work.
3.4.4. If the Customer fails to fulfill the obligation to pay the price set by the Agreement or another amount due to the Contractor in connection with the performance hereof, to withhold, until the Customer pays the relevant amounts:
• the result of the Work
• the property of the Customer which turned out to be at the Contractor’s disposal in connection with the performance of the Agreement

3.4.5. If the Customer avoids accepting the Work performed after one month from the day when the Work result was to be delivered to the Customer according to the Agreement, and subject to the Customer’s subsequent double warning, to sell the Work result to a third party and deposit the proceeds, less all payments due to the Contractor, in the name of the Customer.

 

4. Work completion time

4.1. The Work completion time is determined in stages in Annex No. 1 (EST-XXXXX) to the Agreement, which is an integral part hereof.
4.2. The time limits of commencement and termination of the Work hereunder shall be extended by the Contractor unilaterally for the period of delay in fulfillment by the Customer of the counter obligations stipulated by clause 3.1.3. hereof.

 

5. Cost of work and payment procedure

5.1. The cost of the Work under the Agreement is specified in Annex No. 1 (EST-XXXXX) in Euro, including VAT – 19%. The cost of Work hereunder is determined by the Parties in Annex No. 1 (EST-XXXXX) to the Agreement, which is an integral part hereof.
5.1.1 The total cost of the Work is XXX,XXX.XX Euro (Amount in words) is divided as following between Proposals:
• EST-XXXXX – XXXX.XX Euro (Amount in words)
• EST-XXXXX – XXXX.XX Euro (Amount in words)
5.2. Payment under the Agreement is made in the following order: the Customer shall make an advance payment in the amount of 50 (fifty) percent of the cost of the entire scope of Work specified in clause 5.1.1 hereof within 10 working days after signing the Agreement. The second part of the payment in the amount of 30 (thirty) percent shall be made upon completion of the production of the result of the Work within 7 days. The Customer shall pay the remaining part of the cost of the Work within 14 banking days from the date of delivery and acceptance of the entire scope of Work in accordance with the terms of the Agreement (including prepayment).
5.3. Payment for additional work not covered by the Agreement shall be made in excess of the contractual price specified in clause 5.1.1 hereof under the procedure established by law.
5.4. Payment method under the Agreement: the Customer shall transfer funds in the currency of the Republic of Cyprus (Euro) to the Contractor’s current account. In this case, the Customer’s obligations in terms of payment under the Agreement shall be deemed fulfilled from the date of withdrawal of funds by the Customer’s bank from the Customer’s account.

 

6. Procedure for delivery and acceptance of work

6.1. Acceptance of each Work stage or the final result of the Work is confirmed by the signing by the Parties of a work completion certificate, which is executed according to the following procedure:
6.1.1. Upon completion of the Work (Work stage) and within the time limits prescribed by clause 4.1 of the Agreement, the Contractor shall provide the Customer with the Work completion certificate (2 (two) copies) and invoice (INVOICE) for the work performed (1 (one) copy), executed in accordance with the requirements of the legislation, by recorded delivery to the addressee or by courier.
6.1.2. The Customer is obliged to inspect and accept the performed Work (Work result) with the participation of the Contractor, sign and return to the Contractor 1 (one) copy of the work completion certificate or send the Contractor a motivated refusal to accept the Work by sending it by mail or by courier within 10 working days from the date of receipt of the documents specified in clause 6.1.1 of the Agreement. Upon expiration of the specified period, in the absence of the Customer’s motivated refusal, the Work shall be deemed accepted by the Customer and payable on the basis of a unilateral certificate drawn up by the Contractor.
6.1.3. If the Customer refuses to accept the Work, the Parties shall draw up a bilateral certificate with a list of necessary improvements and time limits for their implementation within 10 working days from the date of receipt of the motivated refusal by the Contractor.

6.2. Having identified defects in the Work when accepting it, the Customer shall have the right to refer to them in cases where the defects, or the possibility of subsequent demands for their elimination, were specified in the work completion certificate or another document certifying the acceptance.
6.3. Having accepted the Work without inspection, the Customer shall be deprived of the right to refer to the defects of the Work which could have been detected with the usual method of its acceptance (apparent defects).
6.4. Having detected deviations from the terms of the Agreement or other defects that could not be detected by the usual method of acceptance (latent defects), including those that were deliberately hidden by the Contractor, in the Work upon its acceptance, the Customer shall notify the Contractor about it within 5 working days from the day of the detection.
6.5. In case of early termination of the Work hereunder, except as provided for in clauses 3.3.2, 3.3.3, 6.4 hereof, the Customer is obliged to accept the Work performed according to the degree of its readiness on the date of termination of the Work and pay its cost (less the prepayment).
6.6. In case of early completion of the Work by the Contractor, the Customer is obliged to accept and pay for this Work on the terms and conditions hereof.

 

7. Work quality warranty

7.1. The quality warranty applies to all types of Work performed by the Contractor under the Agreement.
7.2. The warranty period of the Work is set for 5 years from the date of signing the final Work completion certificate by the Parties.
7.3. The warranty period shall be interrupted for the entire time during which the Work site could not be operated due to defects which the Contractor is responsible for.
7.4. If defects preventing normal operation of the Work site are detected during the period of its warranty operation, then the Contractor shall eliminate them at its own expense and within the time limits agreed with the Customer. In order to participate in the execution of the certificate, specifying the defects, agree on the procedure and timing for their elimination, the Contractor shall send its representative no later than 30 working days from the date of receipt of the Customer’s written notice. In this case, the warranty period shall be extended, respectively, for the period of elimination of the defects.
7.5. If the Contractor refuses to draw up or sign a certificate of detected defects, the Customer shall draw up a unilateral certificate on the basis of a qualified expert examination carried out at its own expense. In this case, the Contractor shall compensate the Customer’s expenses for the examination.
7.6. The Contractor shall be liable for deficiencies (defects) detected within the warranty period, unless it proves that they occurred due to normal wear and tear of the Work object or its parts, its incorrect operation or incorrect operation instructions developed by the Customer itself or third parties involved by it, inadequate repair of the Work object performed by the Customer itself or third parties involved by it.

 

8. Liability of the Parties

8.1. The Parties shall be liable for non-fulfillment or improper fulfillment of their obligations hereunder in accordance with the Agreement and the legislation of the Republic of Cyprus.
8.2. The penalty under the Agreement shall be paid only on the basis of a reasonable written request of the Parties.

8.3. Liability of the Customer:
8.3.1. Invoices must be paid as specified in the clause 5.2. In case of late payment of the Work to the Contractor in accordance with the terms of the Agreement, the Customer undertakes to pay the Contractor penalties at the rate of 5% of monthly interest. The Customer shall be exempt from the payment of a penalty if it proves that the delay in fulfillment of its obligation occurred due to force majeure or the Contractor’s fault.
8.4. Liability of the Contractor:
8.4.1. In case of late performance of the Work stage, the Contractor shall pay the Customer penalties for each day of delay in the amount of 0.1 percent per day of the cost of the Work stage under the Agreement for each day of delay, but not more than 10 percent. In this case, the Contractor shall be exempt from payment of a penalty if it proves that the delay in fulfillment of the above obligation occurred due to force majeure or the Customer’s fault.
8.4.2. The Contractor that provided the material for the performance of the Work shall be responsible for its quality according to the rules on the seller’s responsibility for non-conforming goods.
8.4.3. The Contractor shall be liable for non-safety (safety) of the material provided by the Customer, equipment, item transferred for processing or other property of the Customer that turned out to be in the Contractor’s possession in connection with the performance of the Agreement, in the amount of the cost of the specified materials, equipment, item transferred for processing or other property of the Customer.
8.5. The Contractor shall not be liable for failure to fulfill obligations hereunder, if it is caused by the Customer’s action or omission, which entailed its failure to fulfill its obligations hereunder to the Contractor.
8.6. The Contractor shall be liable for damage caused to a third party in the course of performance of the Work hereunder, unless it proves that the damage was caused due to circumstances which the Customer is responsible for.

 

9. Grounds and procedure for termination of the Agreement

The Agreement may be terminated by agreement of the Parties, as well as unilaterally upon the written request of one of the Parties on the grounds provided for by the Agreement and legislation.
9.2. The Agreement may be terminated unilaterally only upon the written request of the Parties within 21 calendar days from the date of receipt by the Party of such a requirement.
9.3. The Customer shall have the right to terminate the Agreement unilaterally in the following cases:
9.3.1. Provided for by clauses 3.3.2, 3.3.3, 3.3.5 hereof.
9.3.2 At all times before delivery of the result of the Work to the Customer, by paying the Contractor a part of the cost of the Work established by the Agreement in proportion to the part of the Work completed prior to receipt of the notice of the Customer’s refusal to perform the Agreement. The Customer is also obliged to compensate the Contractor for losses caused by the termination of the Agreement, within the difference between the cost of all the Work hereunder and the cost of the Work paid by the Customer.
9.4 The Contractor shall have the right to terminate the Agreement unilaterally in the following cases:
9.4.1. Provided for by clause 3.4.2. hereof.
9.4.2. A significant increase in the cost of the Work or the need for additional work and the Customer’s refusal to enter into an additional agreement to increase the cost of the Work.
9.4.3. Delays in payment of the Work performed by the Customer by more than 20 banking days.

 

10. Settlement of disputes arising out of the Agreement

10.1 Complaint procedure is mandatory. The dispute may be submitted to the arbitral tribunal for resolution after the Parties take measures for pretrial settlement after 30 (thirty) calendar days from the date of the claim.
10.2 Disputes arising out of the Agreement shall be settled in court.

 

11. Force Majeure

11.1 The Parties shall be exempt from liability for full or partial failure to fulfill obligations hereunder if the failure to fulfill obligations was the result of force majeure, namely: fire, flood, earthquake, strike, war, actions of government bodies or other circumstances beyond the control of the Parties.
11.2 The Party which cannot fulfill its obligations hereunder must notify the other Party in writing in due time, but no later than 30 calendar days after the occurrence of force majeure circumstances, with the provision of justification documents issued by the competent authorities.
11.3 The Parties acknowledge that the insolvency of the Parties is not a force majeure circumstance.

 

12. Other conditions

12.1. The Parties do not have any accompanying oral agreements. The text content of the Agreement is fully consistent with the actual will of the Parties.
12.2. All correspondence on the subject of the Agreement prior to its conclusion loses legal force from the date of conclusion of the Agreement.
12.3. The Parties acknowledge that if any provision of the Agreement becomes invalid during the period of its validity as a result of a change in legislation, the remaining provisions of the Agreement shall be binding on the Parties during the term hereof.
12.4. The Agreement is made in 2 (two) original copies in English one for each Party.