Public Offer Agreement

1. Subject of the Agreement

The Contractor undertakes to provide the Customer with website development, branding, mobile application development and social media management services (hereinafter — the "Services"), and the Customer undertakes to pay for the Services provided in the manner and within the timeframes provided for in this agreement.

• —The specific composition, scope and result of the Services shall be determined by the Estimate, which is an integral part of the agreement.
• —If the Estimate is not attached, the composition of the Services shall be determined by default as consulting services and concept selection services.
• —The Contractor may engage third parties to perform individual works, provided that responsibility for their result is retained.

2. Rights and Obligations of the Parties

• —The Customer shall provide the Contractor with reliable source materials and information within the timeframe agreed by the parties.
• —The Customer shall provide access to the domain, hosting and the systems necessary to perform the works.
• —The Customer shall ensure a prompt response to the Contractor's requests — a delay in feedback shifts the deadlines.
• —The Contractor shall perform the works in accordance with the Estimate and the agreed mockups.
• —The Contractor shall keep the Customer informed about the progress of the works and agree on any material deviations.
• —The parties shall maintain confidentiality with respect to the information exchanged in the course of the works.

3. Information Exchange and Acceptance Procedure

• —All approvals shall be carried out in the working messenger or by email and shall have the force of a written agreement between the parties.
• —Delivery of results and approval of stages shall be carried out in the chat or on video calls, with a record kept in the correspondence.
• —The Customer shall accept the result or send a reasoned refusal within 5 (five) calendar days from the moment of delivery of the result.
• —In the case of a reasoned refusal, the Contractor shall remedy the comments within 5 (five) business days. The number of included revisions shall be determined by the Estimate.

If the Customer has not sent a refusal within the deadline, the result shall be deemed accepted. This is a general rule, but its wording is recommended to be checked by a lawyer.

4. Cost and Payment Procedure

• —The cost of the Services shall be determined by the Estimate and shall be subject to VAT in accordance with [TO BE FILLED IN: applicable tax system].
• —Payment shall be made in stages. The size and number of stages shall be fixed in the Estimate.
• —The advance payment shall constitute [TO BE FILLED IN: percentage] of the cost of the stage.
• —Payment shall be made by bank transfer to the Contractor's settlement account or through a payment system.
• —The Services shall be deemed provided and subject to payment upon expiry of the acceptance period for the stage, unless the Customer has sent a reasoned refusal.
• —The Contractor's expenses for payment to third-party services (domains, hosting, licences, advertising, payment systems) shall be reimbursed by the Customer on top of the cost of the Services, unless otherwise specified in the Estimate.

This is the most contentious section. The terms on stages, the advance payment percentage and the remuneration for work performed are what most often become the subject of a dispute.

5. Performance Timeline

• —The deadlines shall be calculated in business days from the moment the Customer receives the advance payment and all the necessary materials.
• —The deadlines do not include the time spent waiting for the Customer's replies. A delay on the part of the Customer of more than 5 (five) business days in a row shall shift the deadlines proportionally.
• —The deadlines for the Services relating to the Customer's business activity shall not apply to the period during which such Services are prohibited by law or cannot be provided for objective reasons.

6. Liability of the Parties

• —For non-performance or improper performance of obligations, the parties shall bear liability in accordance with the legislation of the Republic of Kazakhstan and this agreement.
• —The Contractor shall not be liable for the Customer's losses arising from changes in market conditions, changes in search engine algorithms, changes in statutory requirements, or actions of third parties.
• —The Contractor does not guarantee any specific financial result for the Customer. The guarantees are limited to the proper provision of the Services in accordance with the Estimate.
• —The Contractor's aggregate liability under any claim shall be limited to the amount actually paid by the Customer for the relevant Services.

Limiting liability to the amount paid is a standard, but aggressive construction. Its lawfulness is worth checking.

7. Intellectual Property

• —The exclusive rights to the results transferred to the Customer (design, source code, texts) shall pass to the Customer in full upon complete payment of the relevant stage.
• —The rights to intermediate results, work products and templates created by the Contractor before the start of the works and not paid for by the Customer shall remain with the Contractor.
• —The Contractor may feature the completed project in its portfolio, on the website and in social networks after publication of the result, unless otherwise provided for in the Estimate.
• —The Customer undertakes to ensure that it holds the rights to the materials transferred to the Contractor and to their lawful use.

The portfolio showcase clause is important for the agency. For demo projects it must be explicitly agreed upon.

8. Termination

• —The agreement may be terminated at the initiative of either party upon notice of not less than 10 (ten) calendar days.
• —Upon termination, the Customer shall pay the Contractor for the volume of work actually performed, including the costs incurred.
• —The Contractor shall refund the advance payment less the cost of the work actually performed and the costs incurred, within 10 (ten) business days.

9. Dispute Resolution

• —Disputes shall be resolved through negotiation. The claim procedure is mandatory; the deadline for responding to a claim is 10 (ten) calendar days.
• —In the absence of agreement, the dispute shall be referred for consideration to the court at the location of the Contractor.
• —Claims shall be sent to the address [TO BE FILLED IN: postal address] or to the email mk.design.and.promotion@gmail.com.

10. Personal Data

The Contractor processes the Customer's personal data solely for the purposes of performing this agreement. The processing procedure is defined in the Privacy Policy.

• —Privacy Policy: https://mk-design-and-promotion.kz/legal/privacy
• —Cookie Policy: https://mk-design-and-promotion.kz/legal/cookies

11. Contractor's Details

• —[TO BE FILLED IN: sole proprietor / LLC] [ЗАПОЛНИТЬ: полное наименование]
• —BIN: [ЗАПОЛНИТЬ: БИН]
• —Taxation: [ЗАПОЛНИТЬ или «не является плательщиком НДС»]
• —Address: [ЗАПОЛНИТЬ: юридический адрес]
• —E-mail: mk.design.and.promotion@gmail.com
• —Website: https://mk-design-and-promotion.kz