Customer Offer Agreement on Performance of Works and Rendering of Services

This Customer Offer Agreement on Performance of Works and Rendering of Services (the "Agreement" or the “Offer Agreement”) is entered into by and between:

Flime B.V., a company duly registered and operating under the laws of the Netherlands under registration No. 72189436, registered at: Rhijnspoorplein 10, 1018TX, Amsterdam, the Netherlands (hereinafter the "Flime" or the "Contractor"), represented by its Director General Ms. Anna Likhopyorskaya,

and

and the legal entity accepting the terms and conditions of this public Offer Agreement by means of activation of the checkbox "I have read and agree with the terms of the Offer Agreement" (hereinafter the "Customer"). Acceptance of the terms of this Offer Agreement by the Customer by means of activation of the checkbox "I have read and agree with the terms of the Agreement" below, shall mean confirmation of the Customer’s free declaration of intent, aimed at complete and unconditional acceptance of the conditions of this Offer Agreement and all other documents referenced herein, and accession to this Offer Agreement subject to conditions set forth below.

For the purposes of this Offer Agreement the Customer and Flime are hereinafter jointly referred to as the "Parties" and individually as a "Party".

Recitals

WHEREAS the Contractor is in the business of performance of certain types of Works and rendering of certain types of Services as they are defined in this Offer Agreement, both independently and with help of the Subcontractors as they are defined in this Offer Agreement;

WHEREAS the Customer wants to engage the Contractor for the purposes of performance of Works and rendering of Services, as well as performance of other actions in accordance with this Offer Agreement for Remuneration, and the Contractor agrees to perform Works and render Services under this Agreement on the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and representations set forth in the Offer Agreement the Parties hereto agree as follows:

Definitions

The Parties hereby unambiguously agree that for the purposes of the Offer Agreement the definitions given below shall have the following meanings:

"Accounting Period" means 1 (One) calendar month.

"Electronic Signature" means the login (user name) and password (access code) created by the Customer in the process of registration of the Customer’s Personal Profile in the Flime Service.

"Flime Billing System" means the specialized billing system integrated into the Flime Service, designed for accounting of:

Tasks and Projects created by the Customer in the Personal Profile within the scope of which the Contractor performs Works and/or renders Services, as well as progress of performance of Works and/or rendering of Services within the scope of such Projects and Tasks;

amounts of Remuneration payable to the Contractor for performance of Works and/or rendering of Services within the scope of the relevant Tasks.

"Flime Service" means the interactive service owned and operated by the Contractor, available on the Internet via URL www.flime.com designated for interaction between the Customer and the Contractor.

"Intellectual Property" means copyrightable items (works protected by copyright) of any kind, creation of which and assignment of the Intellectual Rights (including the exclusive copyright) to which by the Contractor may be required when performing particular Works.

"Intellectual Rights" mean, collectively, all rights in and to the Intellectual Property, including but not limited to the exclusive right which includes the right to remake the Intellectual Property, the right to publish (disclose) the Intellectual Property, and all other rights related to the Intellectual Property.

"Personal Profile" means the personalized section of the Flime Service closed for public access, accessed by the Customer by entering the Electronic Signature on the Flime Service login page. The Personal Profile is designated for interaction between the Customer, the Contractor and the Subcontractors regarding Tasks/Projects, inter alia, for creation of Tasks and acceptance of Results.

"Project" means the combination of particular interconnected Tasks for performance/rendering of interconnected Works/Services.

"Remuneration" means the remuneration of the Contractor for performance of Works and rendering of Services under this Offer Agreement.

"Result" means the result of performed Works which may contain, inter alia, the Intellectual Property, or which by itself may constitute the Intellectual Property.

"Subcontractors" mean users of the Flime Service that are subcontractors of the Contractor, engaged by the Contractor for the purposes of performance of Works and/or rendering of Services within the scope of particular Tasks/Projects. The Subcontractors may also be engaged by the Contractor from Contractor’s counterparty companies.

"Tasks" mean, collectively, tasks for performance of particular Works and/or rendering of particular Services by the Contractor within the scope of the relevant Projects, created by the Customer via the Personal Profile.

"Works and Services" collectively mean those types of works and services performance and rendering of which by the Contractor within the scope of Tasks/Projects is available for selection by the Customer by means of creating Tasks in the Customer’s Personal Profile in the Flime Service. The list of Works and Services available for performance and rendering by the Contractor for the Customer is given in Schedule 1 hereto and is also communicated to the Customer by means of the Customer’s Personal Profile in the Flime Service.

"Works/Services Acceptance Act" (the "Act") means the uniform act of acceptance of performed Works and/or rendered Services unilaterally executed by the Contractor at the end of each Accounting Period and provided to the Customer on the terms of this Offer Agreement.

  1. Subject of the Offer Agreement

    1. By accepting the terms and conditions of this Offer Agreement by means of activation of the checkbox "I have read and agree with the terms of the Offer Agreement" and registration of the Personal Profile within the Flime Service the Customer agrees to accept rendered Services and/or performed Works and the Results of the performed Works by the Contractor to the Customer within the scope of Projects and Tasks forming said Projects, and pay to the Contractor the Remuneration for performed Works and/or rendered Services on the terms of this Offer Agreement.
    2. Performance of Works and rendering of Services by the Contractor under this Offer Agreement shall be performed in accordance with the Customer’s Tasks. The Customer creates Tasks for performance of Works and rendering of Services under this Offer Agreement by means and with help of the Customer’s Personal Profile in the Flime Service.
    3. By accepting the terms of this Offer Agreement, the Customer expressly agrees that the Customer may set forth only the following terms with respect to the Tasks:
      1. Works and/or Services to be performed/rendered, which the Customer selects from the list of Works and Services available for selection by the Customer by means of the Personal Profile;
      2. timeframes for performance of Works and/or rendering of Services within the scope of the Task;
      3. price of the Task, that is the Contractor’s remuneration for performance of Works and/or rendering of Services within the scope of the Task;
      4. if the timeframe for performance of Works and/or rendering of Services exceeds 1 (One) Accounting Period – the Remuneration payment schedule.
    4. By accepting the terms of this Offer Agreement, the Customer expressly agrees that the terms of Tasks are not subject to change by the Customer upon acceptance by the Customer of rendered Services or performed Works and Results of performed Works via the Customer’s Personal Profile in accordance with the procedure set forth in Section 2 of this Offer Agreement. Notwithstanding this, the Customer may change, cancel or send to be corrected an existing Task via the Customer’s Personal Profile before acceptance by the Customer of rendered Services and/or performed Works and Results of performed Works.
    5. The Task created by the Customer may be rejected by the Contractor in the following instances:
      1. Works and Services within the scope of the Task are not included in the list of Works and Services available for selection by the Customer;
      2. the amount of the Remuneration offered by Customer does not conform to the minimum amount of the Contractor’s Remuneration for performance of Works and rendering of Services which is communicated to the Customer by means of the Personal Profile;
      3. the Task does not conform to other parameters or limitations established by the Contractor.
    6. By accepting the terms of this Offer Agreement, the Customer expressly agrees that the Contractor may engage third parties, namely, the Subcontractors, for the purposes of performance of Works and/or rendering of Services under this Offer Agreement. At that, the Contractor independently pays to the Subcontractors remuneration due to them from the Contractor’s Remuneration. The Customer is under no obligation to pay remuneration to the Subcontractors for performance of Works and/or rendering of Services.
    7. In cases of engagement of the Subcontractors for the purposes of performance of Works and/or rendering of Services under this Offer Agreement the Customer may, with help of the Customer’s Personal Profile functionality, independently and directly interact with the Subcontractors on matters relating to performance of Works and/or rendering of Services by the Subcontractors. The Parties hereby expressly agree that both such interaction between the Customer and the Subcontractors and the fact of provision by the Contractor to the Customer of the technical ability to perform such interaction are not, may not be and may not be viewed as aimed at arising between the Customer and any such Subcontractor of employment relations, work-for-hire, relations between a customer and an independent contractor and any other similar relations.
    8. In instances requiring use of the Customer’s materials for the purposes of performance Works and/or rendering of Services under the relevant Task the Contractor and, when applicable, the Subcontractors may use during the whole term of performance of Works and/or rendering of Services under the Task such Customer’s materials for the purposes of performing Works and creating the Result of Works and/or for the purposes of rendering of Services, without the right to transfer such Customer’s materials to third parties. At that, in cases where applicable, the Customer shall provide the necessary materials independently and directly to the relevant Subcontractors. Upon acceptance of the performed Works and Result of the performed Works and/or acceptance of rendered Services by the Customer, the Contractor and relevant Subcontractors retain no rights whatsoever in or to the Customer’s materials. For the purposes of this Offer Agreement the "Customer’s materials" mean and include any materials provided by the Customer for the purposes of performance of Works and/or rendering of Services hereunder, including but not limited to equipment, components, consumables, as well as copyrighted works the exclusive copyright in and to which is owned by the Customer and other intellectual property of the Customer.
    9. In cases where the Contractor’s or relevant Subcontractor’s materials are used in performance of Works under a Task the Customer may use such materials as part of the Result on a non-exclusive basis, without any limitations or exceptions with respect to the Customer’s disposal of the Customer’s Intellectual Rights in and to the Result.
  2. Acceptance of rendered Services and Results of performed Works

    1. Upon completion of performance of Works within the scope of the relevant Task the Contractor shall transfer to the Customer the Result of the performed Works. Transfer of the Result shall be performed by the Contractor by means of the Customer’s Personal Profile in the Flime Service. The Parties agree that the Result of performed Works may, in certain instances, be transferred to the Customer by means of electronic communications (such as e-mail or secure FTP server) without using the Personal Profile or other functionality of the Flime Service; notwithstanding this, acceptance of the Result transferred to the Customer in this manner shall be performed via the Customer’s Personal Profile as well.
    2. Upon transfer of the Result in accordance with Clause 2.1 above the Customer shall perform acceptance of the Result, or send by means of the Personal Profile a refusal to accept the Result within 10 (Ten) business days as of receipt of the Result by the Customer.
      Upon completion of rendering of Services within the scope of the relevant Task the Customer shall perform acceptance of the Services, or send by means of the Personal Profile a refusal to accept the Services within 10 (Ten) business days as of the date of completion of rendering of Services set forth by the relevant Task.
    3. The rendered Services are deemed to have been rendered duly, with due quality, in a timely manner and in full and accepted by the Customer without any objections or claims of any kind, and performed Works are deemed to have been rendered duly, with due quality, in a timely manner and in full and accepted by the Customer without any objections or claims of any kind upon acceptance by the Customer of rendered Services and/or performed Works and the Results of performed Works by means of pressing the "Accept" interactive button in the Customer’s Personal Profile, or acceptance by the Customer of rendered Services and/or performed Works and the Results of performed Works by means of API method automating performance of the Flime Service. Acceptance of rendered Services, performed Works and the Results of performed Works shall be deemed completed upon display on the page of the relevant Task of the "Completed" status. The Parties agree that the terms of this Clause extend, inter alia, to instances where Results are transferred to the Customer without using the Customer’s Personal Profile, and in these instances the Customer must confirm acceptance of each Result transferred in this manner by means of pressing the "Accept" interactive button in the Customer’s Personal Profile.
    4. By accepting the terms of this Offer Agreement, the Customer expressly agrees that in cases of acceptance by the Customer of Results of performed Works each Result shall be deemed reviewed (including but not limited to review with respect to existence of latent defects in the Result), approved and accepted by the Customer without any objections or claims of any kind. By accepting the terms of this Offer Agreement, the Customer expressly agrees that upon acceptance of the Result by the Customer all risks with respect to the Result are transferred to the Customer in full, and upon acceptance of the Result by the Customer the Customer may not and shall not assert any claims of any kind to or against the Contractor with respect to the Result accepted by the Customer, including but not limited to the completeness or quality of the Result, or potential infringement of intellectual property rights of third parties to any intellectual property of such third parties. Additionally, the Parties specifically agree that in cases where the Result was created by the Subcontractors and was duly accepted by the Customer, the Customer may independently assert claims only to or against the relevant Subcontractors, including, but not limited to claims regarding existence of latent defects in the Result or potential infringement of intellectual property rights of third parties in or to any intellectual property of such third parties.
    5. Acceptance of rendered Services and/or performed Works and Results of performed Works by the Customer constitutes basis for set-off by the Contractor of advance payments as the Remuneration for rendered Services and/or performed Works.
  3. Intellectual Property and Intellectual Rights

    1. If the relevant Task sets forth the requirement of receipt by the Customer of the Intellectual Rights in and to the Intellectual Property, the Intellectual Rights in and to such Intellectual Property automatically vested in the Customer upon acceptance by the Customer of the Result containing or constituting the Intellectual Property.
    2. If and to the extent the Intellectual Rights in and to the Intellectual Property are not automatically vested in the Customer in accordance with Clause 3.1 above, the Contractor, and, where applicable, the Subcontractors upon acceptance of the relevant Result by the Customer transfer, convey and assign to the Customer all the Intellectual Rights in and to the Intellectual Property in full. At that the Customer and the Contractor agree that the amounts of the Remuneration that the Customer pays to the Contractor in each case for performance of Works on creation of the Intellectual Property constitute the sufficient and full Remuneration of the Contractor for both performance of Works on creation of the Result that contains the Intellectual Property or that is the Intellectual Property, as well as for assignment to the Customer in full of all the Intellectual Rights in and to the Result that contains the Intellectual Property or that is the Intellectual Property.
    3. Upon acceptance of the relevant Result by the Customer:
      1. the Contractor or the Subcontractors (whichever is applicable) retain no Intellectual Rights in or to the Intellectual Property;
      2. the Customer independently enforces observation of the Intellectual Rights in and to the Intellectual Property by third parties;
      3. the Contractor undertakes not to challenge, authorize to challenge or assist any third party with challenging the Customer’s Intellectual Rights in and to the Intellectual Property.
  4. Accounting

    1. No later than 10 (Ten) business days as of the end of the relevant Accounting Period the Contractor shall provide to the Customer via the Customer’s Personal Profile the consolidated Works/Services Acceptance Act in electronic form, the form of which is given in the Customer’s Personal Profile. The Act shall be considered approved by the Customer if within 3 (Three) business days as of providing the Act to the Customer, the Customer does not send to the Contractor via the Customer’s Personal Profile written motivated objections with respect to the Act. By accepting the terms of this Offer Agreement, the Customer consents to the form of the Act and also agrees that if the form of the Act will be changed by the Contractor in future, continuing setting of Tasks, acceptance of rendered Services and/or performed Works and Results of performed Works after such new form of the Act is introduced by the Contractor shall constitute acceptance by the Customer of such new form of the Act. The discussed Act contains details on Works and/or Services performed and/or rendered within the scope of Tasks in the Accounting Period, aggregate amount of the Contractor’s Remuneration for Works and/or Services performed and/or rendered in the Accounting Period, and applicable amounts of VAT.
  5. The Contractor’s Remuneration. Settlements

    1. Payment for performance of Works and/or rendering of Services under this Offer Agreement shall be made by the Customer by means of an advance payment in the amount of 100% (One hundred percent) of the Contractor’s Remuneration for performance of Works and/or rendering of Services requested by the Customer under Tasks, taking into account the remaining amounts of earlier advance payments. At that, the amount of the advance payment shall be entered independently by the Customer by means of the Personal Profile in the Flime Service. The Contractor issues an invoice in electronic form for the full amount of the advance payment by means of the Customer’s Personal Profile, and also provides it to the Customer in printed form, if so requested by the Customer via the Personal Profile.
    2. The Contractor’s Remuneration for performed Works and rendered Services under this Offer Agreement in the Accounting Period is composed of the following Remuneration amounts (Ʃ Rt – the overall amount of the Remuneration for rendering of Services and performance of Works under all Tasks of the Customer in the Accounting Period):
      1. all amounts of the Remuneration for all Services under all Tasks that were rendered to the Customer and were accepted by the Customer within the Accounting Period;
      2. all amounts of the Remuneration for all Works under all Tasks, Results of which Works were accepted by the Customer in the Accounting Period.
    3. The Contractor’s Remuneration for Works and Services is automatically withheld by the Contractor from the amount of the advance payment made by the Customer with respect to the relevant Task upon acceptance by the Customer of rendered Services and/or performed Works and the Result of performed Works in accordance with Section 2 of this Offer Agreement.
    4. For calculating the amounts of the Remuneration payable to the Contractor for performance of Works and/or rendering of Services under each Task in each Accounting Period, the Customer has a right to choose one of the following ways:
      1. in accordance with the following formula: Rt = WSp*C, where:
        1. ""Rt" means the aggregate amount of the Remuneration for performance of Works and/or rendering of Services under the relevant Task;
        2. ""WSp" means the amount of the Contractor’s Remuneration set forth by the Customer in the Task and agreed upon by the Contractor in accordance with this Agreement;
        3. ""C" means the coefficient within the range from 1,03 to 1,10 displayed in the Customer’s Personal Profile in the Flime Service.
          1. At that the coefficient discussed in Clause 5.4.3. shall be applied by the Contractor to the amounts of the Remuneration automatically. The discussed coefficient may be unilaterally changed by the Contractor once in one Accounting Period depending on the following circumstances:
            1. activity of use of the Flime Service by the Customer in the preceding Accounting Period;
            2. quantity of Tasks for performance of Works and/or rendering of Services created and accepted by the Customer in the preceding Accounting Period;
            3. the aggregate amounts of the Contractor’s Remuneration, paid to the Contractor for performance of Works and/or rendering of Services in the preceding Accounting Period;
            4. other factors relating to the Customer’s use of Flime Service.
      2. in accordance with the following formula: Rt = SP+PT, where:
        1. "Rt" means the aggregate amount of the Remuneration for performance of Works and/or rendering of Services under the relevant Task;
        2. “SP” means fixed monthly subscription price of the Customer for use of Flime Service, the minimum amount of which constitutes EUR 95.00 (ninety-five Euro) and increases depending on the circumstances indicated in Clauses 5.4.1.1 (i) – (ii) above;
        3. “PT” means fixed percentage equal to 3% for each payment of the Remuneration to the General Contractor.
    5. The Customer has a right once in the Accounting Period at its sole discretion, but subject to preliminary written notification of the General Contractor within the time not less than 30 (thirty) calendar days, to change the existing calculation method of the Remuneration stated in Clause 5.4.1. or 5.4.2. to other calculation method as per Clause 5.4.1. or 5.4.2. accordingly. At that as of the time of the Remuneration’s calculation method change, the Customer shall not have uncompleted and/or unpaid Tasks.
    6. In instances requiring use of the Customer’s and/or the Contractor’s and/or the Subcontractor’s materials to perform Works and/or render Services under the relevant Task, the Remuneration of the Contractor for performance of Works and/or rendering of Services under this Offer Agreement shall not include cost of such materials and, when applicable, the cost of delivery of the Customer’s materials from the Customer to the relevant Subcontractor.
    7. All payments of the Remuneration under this Agreement shall be made by the Customer in the currency selected by the Customer upon registration of Customer’s Personal Profile in the Flime Service.
    8. In cases where applicable the Contractor’s Remuneration for performance of Works and rendering of Services hereunder is charged with VAT.
  6. Use of the Flime Service by the Customer

    1. By accepting the terms of this Offer Agreement, the Customer expressly agrees that the Customer may use the Flime Service only for the following purposes:
    2. registering the Customer’s Personal Profile;
    3. creating Tasks and Projects;
    4. downloading the Results of performed Works for the purposes of its acceptance, acceptance of rendered Services and performed Works under the Tasks, and communication with the Subcontractors;
    5. other use of the Flime Service in accordance with the Terms of Use incorporated into this Offer Agreement by reference.
    6. Any use of the Flime Service by the Customer not expressly discussed in this Section of the Offer Agreement is expressly prohibited.
    7. The Customer is prohibited to interfere in any way with the functioning of the Flime Service. Violation of this Clause shall be deemed a material breach by the Customer of the terms of this Offer Agreement.
  7. The Parties’ rights and obligations

    1. The Contractor must:
      1. furnish the Customer with the ability to register the Personal Profile in the Flime Service;
      2. furnish the Customer with the ability to create Tasks and Projects by means of the Personal Profile;
      3. furnish the Customer with the ability to accept the rendered Services and/or performed Works and Results of performed Works by means of the Personal Profile;
      4. transfer to the Customer the Results under the procedure set forth in Section 2 of this Offer Agreement;
      5. with high quality and duly perform Works and render Services.
    2. The Contractor may:
      1. unilaterally terminate this Offer Agreement in accordance with Section 11 of the Agreement.
    3. The Customer must:
      1. accept the rendered Services and/or performed Works and Results of performed Works;
      2. pay to the Contractor the Remuneration for rendered Services and/or performed Works and Results of performed Works;
      3. comply with the requirements set forth by the Related Documents as they are defined in this Offer Agreement, as well as terms and conditions of such Related Documents;
      4. comply with the requirements set forth in this Offer Agreement with respect to use of the Flime Service.
    4. The Customer may:
      1. demand from the Contractor or the Subcontractors, whichever is applicable, timely, adequate, satisfactory and high-quality performance of Works and rendering of Services within the scope of the Tasks;
      2. unilaterally terminate this Offer Agreement in accordance with Section 11 of the Agreement.
  8. Limitation of the Contractor’s liability and liability insurance

    1. By accepting the terms of this Offer Agreement, the Customer expressly agrees that prior to the acceptance by the Customer of rendered Services and/or performed Works and Results of performed Works under the relevant Task, the Contractor’s liability with respect to such Task shall be limited to the amount of direct actual damages caused to the Customer in the course of this Offer Agreement by the Contractor. Notwithstanding the above, the aggregate amount of the Contractor’s liability under each Task shall be limited to the amount of the advance payment made by the Customer as the Contractor’s Remuneration for performance of Works and/or rendering of Services under such Task. For the avoidance of doubt, the Contractor in no cases shall be liable for damages of any nature which do not follow directly from the respective breach (act or omission) but from a consequence or result of such act or omission (consequential damages) as well as for loss of income, which the Customer would have received under the usual circumstances of civil commerce if its right had not been violated, including anticipating loss of income (loss of benefit).
    2. By accepting the terms of this Offer Agreement, the Customer expressly agrees that upon acceptance by the Customer of Services, Works and Results of performed Works in accordance with Section 2 of this Offer Agreement the Customer:
      1. releases the Contractor from any and all liability, legal action, assertion of claims and any and all similar legal sanctions arising out of, or directly or indirectly related to, Services, Works and Results of performed Works, including cases of certain circumstances occurrence of which the Customer objectively could not know of at the moment of acceptance;
      2. shall assert demands relating to performance of Works and rendering of Services by the Subcontractors directly to the Subcontractors with an option to involve the Contractor as a third party.
    3. If in accordance with imperative norms of the applicable legislation the Customer may assert claims against the Contractor upon acceptance by the Customer of Services and/or Works and Results of performed Works, then:
      1. such claims must be asserted by the Customer in writing within 5 (Five) calendar days as of acceptance by the Customer of rendered Services and/or performed Works and Result of performed Works; and
      2. the maximum and overall amount of liability and any compensation of the Contractor under any Task shall be limited to the amount of the advance payment made by the Customer with respect to the relevant Task.
    4. If the Customer has any claims with respect to the latent defects, quality or other parameters of Works and its Results and/or Services performed and/or rendered by the Subcontractors, after acceptance by the Customer of Services and/or Works and Results of performed Works, the Customer shall rectify all such claims directly with the relevant Subcontractors, by itself and at its own expense, with an option to involve the Contractor as a third party.
    5. In cases when the Contractor is able to procure insurance of its liability to the Customer in respect of performance of certain types of Works and/or rendering of certain categories of Services (including under relevant Task or Project) the Parties may agree in writing on the material terms of such Contractor’s liability insurance, including but not limited to the insurance term, insurance amount, insurance company, material terms of insurance agreement and other material terms of insurance of the Contractor’s liability. If the Parties reach an agreement, the Contractor shall procure execution of the insurance agreement with the selected insurance company and shall procure such insurance of its liability at the Customer’s cost and expense. By accepting the terms of this Offer Agreement, the Customer expressly agrees that any and all costs and expenses under the insurance agreement, including but not limited to the insurance premium and any other required payments, shall be exclusively at the expense of the Customer, shall not be included in the Remuneration of the General Contractor for performance of Works and rendering of Services hereunder, and that the Contractor is not obligated to pay such costs and expenses at its expense. At that, in case of the Customer’s non-payment or refusal to pay insurance premiums and other required expenses under the insurance agreement, the Contractor may terminate the insurance agreement at any time at the Contractor’s sole discretion with notifying the Customer about said termination, and the Contractor shall not bear any liability whatsoever to the Customer for such termination of the insurance agreement.
  9. Legal documents relating to the Offer Agreement. Terms priority

    1. Together with accepting the terms of this Offer Agreement and registration of the Personal Profile in the Flime Service the Customer must accept the terms of the following documents related to this Offer Agreement which regulate other matters pertaining to use of the Flime Service and included in the Offer Agreement by reference in this Section 9 (collectively, the "Related Documents"):
      1. the Flime Service Privacy Policy, available at: https://flime.com/assets/privacy_policy.pdf
    2. By accepting the terms of this Offer Agreement and registering the Personal Profile in the Flime Service, the Customer confirms that the Customer agrees to be legally bound by the terms of, inter alia, the Related Documents.
    3. The Customer expressly agrees that the Related Documents may establish other liability for violation of their terms, and undertakes to conform to the terms of such Related Documents for the full term of effect of this Offer Agreement and/or the terms of effect of all such Related Documents, whichever term of effect is longer.
    4. By accepting the terms of this Offer Agreement, the Customer expressly agrees that the terms of this Offer Agreement and Related Documents have legal priority over any other legal instruments and agreements (both direct and implied, notwithstanding the form of their expression) that may directly or indirectly relate to the Parties’ relationship, including but not limited to other agreements between the Parties.
  10. The Customer’s Electronic Signature

    1. The login (user name) and password (access code) forming the Customer’s Electronic Signature shall be created independently by the Customer upon registration of the Personal Profile in the Flime Service. The Parties expressly agree that the Customer’s Electronic Signature as it is defined in this Offer Agreement constitutes a legal equivalent of the Customer’s own personal signature.
    2. By accepting the terms of this Offer Agreement, the Customer agrees that the Customer is independently liable for the security and non-disclosure of the Customer’s Electronic Signature and prevention of unauthorized access to the Flime Service by third parties with use of the Customer’s Electronic Signature. The Customer is prohibited from disclosing the Electronic Signature to any parties not expressly authorized to act on behalf of the Customer.
    3. When the Flime Service is accessed using the Customer’s Electronic Signature the Contractor shall reasonably presume that the access is performed directly by the Customer or by a party authorized by the Customer to perform legally binding acts on behalf of the Customer. By accepting the terms of this Offer Agreement, the Customer expressly agrees that the Contractor shall not be in any way liable for access to or use of the Flime Service using the Customer’s Electronic Signature by any third party not authorized by the Customer to perform the discussed acts, and the Customer expressly resigns from asserting any claims against the Contractor for the discussed actions of third parties.
  11. Term, effect and termination of the Offer Agreement

    1. This Offer Agreement is effective as of the moment of acceptance by the Customer of the terms and conditions of this public Offer Agreement by means of activation of the checkbox “I have read and agree with the terms of the Offer Agreement” and shall be in force for 3 (Three) years or until its termination by either Party or both Parties in accordance with the terms of this Offer Agreement, whichever comes earlier.
    2. If none of the Parties notifies the other Party of the intent to terminate this Offer Agreement before the end of its term, the effect of this Offer Agreement shall be automatically prolonged for 3 (Three) subsequent years, and afterwards shall be prolonged for 3 (Three) subsequent years upon expiration of each preceding 3-year period unless the Offer Agreement is terminated in accordance with this Section of the Offer Agreement.
    3. The Parties may terminate this Offer Agreement by way of executing an additional termination agreement to this Offer Agreement.
    4. Each Party has the right to unilaterally and extrajudicially terminate this Offer Agreement before the end of its term by sending a written termination notification to the other Party by registered mail or courier service not less than 30 (Thirty) calendar days before the projected date of the Offer Agreement’s termination by the terminating Party.
    5. By accepting the terms of this Offer Agreement, the Customer confirms that the Customer agrees that the Contractor may, in case of any change in legislative regulations which makes it impossible to provide the Flime Service in compliance with applicable law, or upon infringement by the Customer or by its representatives of the Terms of Use of the Flime Service and/or the Privacy Policy and/or the terms of this Offer Agreement, immediately, in the Contractor’s sole discretion, unilaterally, extrajudicially and without prior notice to the Customer terminate access to and the Customer’s ability to use the Flime Service, as well as immediately terminate this Offer Agreement by sending a written termination notification to the Customer.
    6. Upon termination of this Offer Agreement for any reason and by any Party hereto, the Contractor provides the Customer with the Act for the relevant Accounting Period and returns to the Customer unspent part of the advance payment. Provision of the Act and return of the advance payment shall be performed by the Contractor within 10 (Ten) business days as of the date of the end of the Accounting Period when termination of this Offer Agreement occurred.
    7. By accepting the terms of this Offer Agreement, the Customer expressly agrees that the Contractor is under no obligation to and shall not compensate to the Customer any losses arising out of termination of this Offer Agreement by any Party and for any reason, or out of termination of access and the ability to use the Flime Service.
  12. Force majeure events

    1. The Parties are hereby relieved from liability for non-fulfillment or inadequate fulfillment of their contractual duties under this Offer Agreement in cases of arising of force majeure circumstances which directly or indirectly prevent performance of this Offer Agreement, that is, such circumstances which are independent from will of the Parties, could not be foreseen at the moment of acceptance by the Customer of this Offer Agreement, and that cannot be rectified by reasonable measures once they arise.
    2. The circumstances discussed in this Section 12 shall include war and military operations, wrongful acts of third parties, uprisings, epidemic outbreaks, earthquakes, floods and other natural disasters, and enactment by government bodies of acts directly or indirectly influencing the scope of this Offer Agreement and the ability to perform this Offer Agreement by any Party.
    3. The Party suffering the force majeure circumstances must immediately notify the other Party in writing of arising, type and possible duration of the relevant circumstances. If such Party fails to notify the other Party about arising of the force majeure circumstances that Party loses the right to refer to such circumstances.
    4. Arising of the circumstances discussed in this Section 12 of the Offer Agreement, considering fulfillment of the requirements of Clause 12.3 of this Offer Agreement, shall extend the term of performance of contractual obligations under the Offer Agreement by the Party suffering the force majeure circumstances for the period equaling the term of the circumstances that arose plus reasonable term for due performance of contractual obligations by the relevant Party.
    5. If the circumstances discussed in this Section last for more than 2 (Two) months, the Parties shall collectively define their future relationship under this Offer Agreement.
  13. Applicable law. Dispute resolution

    1. This Offer Agreement is governed by and construed in accordance with the substantive laws of the Kingdom of the Netherlands without application of case law and collision norms.
    2. The Parties shall undertake reasonable measures to rectify any controversial issues, disputes or claims arising in the process of performance of Parties’ obligations under this Offer Agreement by negotiations between the Parties.
    3. Upon receipt of a claim from the other Party the Party receiving the claim shall review the claim and provide to the other Party suggestions concerning rectification of the claim and timeframe for rectification via the Personal Profile or e-mail within 15 (Fifteen) business days as of receipt of the claim.
    4. If the Parties fail to reach an agreement in the course of negotiations, all unsettled disputes, controversies or claims arising out of or in connection with this Offer Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English.
  14. General

    1. Flime reserves the right to unilaterally change the terms this Offer Agreement at any time. The Customer will be notified of such changes via the Customer’s Personal Profile in the Flime Service within 3 (Three) business days as of introduction of such changes to this Offer Agreement. If the Customer continues to create Tasks for performance of Works and rendering of Services under this Offer Agreement by means and with help of the Customer’s Personal Profile in the Flime Service after introduction of changes to this Offer Agreement, it shall be deemed that the Customer has accepted the terms of the most recent version of this Offer Agreement. If the Customer does not agree with changes introduced to the Offer Agreement the Customer may terminate this Offer Agreement by sending to the Flime the request to terminate the Offer Agreement and delete the Personal Profile in the Flime Service.
    2. Should any provision of this Offer Agreement be deemed void, illegal or otherwise unenforceable, such provision shall, to the extent possible, be deemed severed from this Offer Agreement, and the rest of the provisions shall apply as if the severed provision was explicitly excluded from the Offer Agreement.
    3. The Customer may not assign its rights and obligations under this Offer Agreement in part or in full to third parties without the Contractor’s prior written consent. The Contractor may assign its rights and obligations under this Offer Agreement in part or in full to any third party, inter alia, for the purposes of resolving matters relating to Works and Services performed and rendered to the Customer under this Offer Agreement and resolving matters relating to relationships between the Contractor and Subcontractors.
    4. The Customer may not enter with any third party into agreements that affect the rights and interests of the Contractor. Any agreement between the Customer and any party, notwithstanding the date of its execution that contradicts or does not conform to this Offer Agreement does not have legal effect against the Contractor.
    5. By accepting the terms of this Offer Agreement, the Customer expressly agrees that the Parties’ relations hereunder are not, will not be and under no circumstances shall be construed as establishing or contemplating the existence of any other relations between the Parties, including but not limited to agency, partnership or joint venture relationships. The Customer additionally agrees that the Parties’ relationship hereunder is not a commissioning relationship between a principal and an agent, and that the relationship between the Contractor and the Subcontractors that may be engaged by the Contractor for the purposes of performing Works and rendering Services hereunder is not and may not be classified as a relationship between the agent and executors of the principal’s requests.
    6. By accepting the terms of this Offer Agreement, the Customer expressly agrees that the list of Works and Services given in Schedule 1 hereto may be unilaterally changed by the Contractor without prior notification of the Customer, by means of communicating the updated list of Works and Services to the Customer via the Customer’s Personal Profile. At that, the Contractor will not change the level of Works performance and rendering of Services under current and paid-for Tasks. The Parties agree that the updated version of the list of Works and Services shall be effective immediately upon its communication to the Customer via the Personal Profile.
  15. Contact information and bank details

    1. Comments or questions regarding this Offer Agreement may be sent by the Customer using the following addresses:
      By post / By courier service: Rhijnspoorplein 10, 1018TX, Amsterdam, the Netherlands
      By e-mail: office@flime.com
    2. Bank details of Flime:
      Beneficiary: Flime B.V.
      Name of the bank: Revolut
      Account: GB44REVO00996950668576
      SWIFT: REVOGB2L
Download list of works and services