User Agreement for NextGIS Professional Services
Effective date: 14.03.2018
Please read this User Agreement for NextGIS Professional Services (“User Agreement”) carefully because it presents a public offer to enter into a legally binding agreement, made by Administrator in accordance with Article 438 of the Civil Code of the Russian Federation. By creating an Order User signifies his/her acceptance of this User Agreement and agrees to be bound by it in accordance with Article 438 of the Civil Code of the Russian Federation.
1.1. NextGIS Professional Services (“Professional Services”, “Services”) – software development and modification services, geodata processing services, consulting services, support services and other related IT services, performed by Administrator.
1.2. Administrator – “NextGIS” LLC, incorporated under the laws of Russian Federation and registered at: Novoryazanskaya str., 26, building 1, Moscow, 105066, Russia.
1.3. User – individual of 18 years old or older, who’s obtained NextGIS ID and placed an Order for NextGIS Professional Services in accordance with the present User Agreement. User acting on behalf of another person (individual or legal entity) represents that he/she has the authority to enter into legally binding agreements on behalf of that person. In that case User Agreement binds both the User and the person represented by User.
1.4. Customer – User or another person represented by User, who have paid for the Services in accordance with the present User Agreement. All User Agreement provisions addressed to User are addressed in full to the Customer.
1.5. Dashboard – section of Administrator’s website available at my.nextgis.com and designed for creation and management of User account, Services Orders and Services management.
1.6. Order – list of parameters of the Services, agreed by User and Administrator, including:
- type of Services required (software development, geodata processing, consulting, support, etc.);
- description of software, dataset(s), issue(s) requiring Administrator’s expertise (including Product Specifications in case of software development or modification);
- number of hours required;
- delivery date;
- total price of the Services.
The Order is created electronically, via email.
1.7. Product – the software to be developed or modified by Administrator, together with user manuals, other documentation and any other ancillary materials to be developed by Administrator in accordance with Specifications.
1.8. Specifications – the specifications for the Product or for the specific existing or new functionality of the Product.
1.9. Pre-Existing Technology – all routines, methodologies, processes, libraries, tools, technologies or products, including all associated intellectual property rights, owned by Administrator prior to the creation of the Order, and used in the development of the Product.
2. Agreement Subject, Price and Term
2.1. Administrator performs the Professional Services described in Order, and User accepts and pays for the Services on the terms of present User Agreement.
2.2. The price of the Services is based on Administrator’s hourly fee, determined by the Order and fixed in the Administrator’s Invoice which is considered to be an integral part of the User Agreement. Administrator’s hourly fee amounts to 50 (fifty) USD.
2.3. Administrator renders the Services to User by the Delivery date fixed in the Order.
3. Payments and Acceptance
3.1. Customer pays for the Services by settling the Administrator’s Invoice:
- via bank transfer from Customer’s bank account to Administrator’s bank account, or
- via online payment systems or other payment options (including third-party app stores) using links provided by Administrator.
3.2. Customer pays for the Services within 5 (five) working days after receipt of the Invoice. All payments under this Agreement are VAT-exempt according to Chapter 26.2 of the Tax Code of the Russian Federation.
3.3. The date of receipt of due amounts to Administrator’s bank account shall be regarded as the date of payment.
3.4. For accounting purposes Administrator shall send the Acceptance Act to Customer – legal entity after the delivery of the Services. The Act shall be sent to the email indicated in the Customer Dashboard or in Customer’s last Order.
3.5. Customer shall sign the Acceptance Act and send signed copy of the Acceptance Act, or his grounds for rejection of signing the Acceptance Act, to email@example.com within 5 (five) working days after its receipt. If the grounds for rejection of signing the Acceptance Act are not received by Administrator within the specified period, the Act shall be deemed signed and the Services shall be considered delivered in full and accepted by the Customer.
3.6. In case Customer’s grounds for rejection of signing the Acceptance Act will be deemed valid, Administrator shall send the corrected Act to the Customer within 3 (three) working days after the receipt of the grounds. Customer shall send his grounds for rejection of signing of the corrected Act within 1 (one) working day after its receipt, otherwise the corrected Act shall be deemed signed and the Services shall be considered delivered in full and accepted by the Customer.
3.7. In case Customer needs an original of the signed Act, then after the receipt of the Act he shall forward to the Administrator two original copies of the Act signed on behalf of the Customer. After their receipt the Administrator shall sign them and send one copy back to the Customer within 5 (working) days.
4. Rights and Obligations of the Parties
4.1. Administrator is obligated:
4.1.2. To perform the Services in a timely, professional and competent manner, with all due skill and care, and in accordance with applicable professional standards.
4.1.3. To provide User with all available information regarding delivery of the Services.
4.2. Administrator has a right:
4.2.1. To stop delivery of the Services to User temporarily or altogether:
- during assembling works, repairs, maintenance and testing activities, as well as during failures and outages of any equipment used for providing Services to Users;
- if Administrator learns of any User actions violating laws of the Russian Federation and/or harming Administrator, other users or third parties;
- if User fails to pay for the Services in time;
4.2.2. To receive from User information required for execution of User Agreement.
4.2.3. To subcontract third parties bearing full responsibility for their actions.
4.2.4. To utilize the Customer’s logo and associated trademarks as well as a brief scope of services provided, solely for the purpose of marketing Administrator’s services.
4.3. User is obligated:
4.3.1. To pay for the Services in accordance with the present User Agreement
4.4. User has a right:
4.4.1. To receive from Administrator all necessary information regarding delivery of the Services.
4.4.2. To ask Administrator any questions regarding level and quality of the Services.
5. Termination of User Agreement and Refunds Policy
5.1. This User Agreement may be terminated:
5.1.1. By both Parties agreeing to it, at any time.
5.1.2. By any of the Parties, in case another Party violates terms of this User Agreement or NextGIS Terms of Service, with prior notification of another Party.
5.2. In case of early termination of User Agreement, if the Services have not been delivered in full, Administrator may refund Customer’s payments for the undelivered Services. Refunds are made on the basis of Customer’s request, non-cash only. Refunds can’t be made to third parties. The refunds policy is the same for individual Customers and legal entities.
6. Warranties and Liability of the Parties
6.1. The Parties shall be liable for the failure to perform or improper performance of their obligations in accordance with the User Agreement.
6.2. Under no circumstances shall Administrator, its contracted providers, officers, agents, or anyone else involved in performance of the Services be liable for any loss of profit or any direct or indirect damage incurred by the that result from the use of or inability to use the outcome of the Services; or that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance which occur outside of Administrator’s control.
6.3. In no case Administrator shall be liable for: а) any actions or failures to act caused by User’s and/or third parties’ actions or failure to act; b) any User’s and/or third parties’ losses irrespective of Administrator’s ability to predict them; c) use of the selected way of payment for the Services (or inability to do so), and all possible consequences of these User actions, as well as use of any means of communication by Users and/or third parties (or their inability to do so).
6.4. In case of delivery of software development and modification services Administrator warrants that: a) the resulting software shall not infringe upon the intellectual property, contractual, or other proprietary or personal rights of any person; b) the Pre-Existing Technology shall be and remain the sole property of Administrator.
6.5. If Administrator, in User’s opinion, fails to deliver the Services properly and in full, User may forward to Administrator a written claim asking for a refund of User’s documented damages and/or early termination of this User Agreement. Administrator is bound to reply to such written claim within 10 (ten) days after its receipt. In case User’s damages are deemed valid by Administrator, it shall give User a refund not exceeding the price of the Services not delivered properly and in full, and/or terminate this User Agreement.
6.6. Neither Party will be liable for any delay or failure to meet its obligations under this User Agreement due to circumstances beyond its reasonable control, and the deadline for performance of obligations will be extended for the duration of such circumstances. In the event Administrator is prevented from performing its obligations under this User Agreement due to circumstances beyond its reasonable control, it will as soon as possible (but not later than within 5 (five) working days) notify User about them and about their expected duration via email or by publishing this information at Administrator’s website. Circumstances beyond reasonable control of the Parties include but are not limited to war, riot, insurrection, civil commotion, labor strikes or lockouts, shortages, power outages, fire, flood, earthquake or storm, as well as regulations and actions of government bodies entered into legal force after the Effective date and making performance of obligations under User Agreement impossible. If circumstances beyond reasonable control of the Parties and/or their consequences last more than thirty calendar days in succession, the User Agreement may be terminated at any time by any Party sending written notification to another Party.
6.7. The liability of Administrator for the failure to perform obligations in accordance with this User Agreement may not exceed the Services price.
7.1. This User Agreement is concluded between Administrator and User regarding delivery of NextGIS Professional Services. This User Agreement is made effective for the unlimited period of time and supersedes and replaces any prior agreements between Administrator and User regarding delivery of NextGIS Professional Services.
7.2. This User Agreement and any action related thereto will be governed by the laws of the Russian Federation without regard to the location of User or his/her equipment. All claims arising out of or relating to this User Agreement will be litigated exclusively in the courts located at Administrator’s place of registration.
7.3. In case of any dispute relating to this User Agreement User and Administrator first shall seek to resolve them by conducting talks. If dispute is not resolved in this way, it shall be resolved using procedure set by the laws of the Russian Federation.
7.4. If it turns out that a particular term of User Agreement is not enforceable, this will not affect any other terms.
7.5. Administrator may modify/update this User Agreement from time to time without giving any prior notice. The most current version of the Terms is available at http://nextgis.com/terms-professional-services. Administrator recommends Users to check this page for updates. By continuing to order Professional Services after User Agreement was modified/updated, User agrees to be bound by the updated User Agreement.
7.6. All questions, notices and claims arising from User Agreement shall be sent:
- via email: а) to User’s email address indicated in Dashboard, when it is addressed to User, b) to Customer’s email address indicated in the Order form, when it is addressed to Customer, and c) to Administrator’s email address indicated in Clause 8, when it is addressed to Administrator;
- via regular mail, using a registered letter with a return receipt, or via courier mail with a delivery confirmation.
7.7. User and Administrator may at any moment enter into bilateral Contract governing delivery of Professional Services. In this case terms of bilateral Contract shall supersede terms of the present User Agreement.
8. Administrator details:
Limited liability company “NextGIS”
Tax number (ИНН/КПП): 7701921884/770101001
State registration number (ОГРН): 1117746447610
Legal address: Novoryazanskaya str., 26, building 1, Moscow, Russia
Mailing address: Vavilova str., 41, office 2, Moscow, 117312, Russia
CEO: Maxim Y. Dubinin