PUBLIC OFFER SERVICE AGREEMENT
This Public Offer Service Agreement (hereinafter referred to as the “Offer”) is issued by LLC “Webflex”, a legal entity incorporated under the laws of Georgia, with registration number 405734745, represented by its Director Vladyslav Ioanno (hereinafter referred to as the "Client"), and is addressed to any capable individual (hereinafter referred to as the "Service Provider") who accepts this Offer in accordance with the terms set forth below.
By accepting this Offer, the Service Provider agrees to the terms and conditions contained herein, and this document becomes a legally binding agreement between the Service Provider and the Client.
1. GENERAL PROVISIONS
1.1. This Offer constitutes a public contract under the applicable laws of Georgia and represents a formal and legally binding proposal to enter into a contractual relationship for the provision of services.
1.2. Full and unconditional acceptance (“Acceptance”) of this Offer occurs upon the Service Provider performing any of the following actions, whichever happens first: (a) submitting personal data via any Client‑provided form or platform; (b) commencing any task assigned by the Client; or (c) issuing an invoice to the Client for any Services.
2. SUBJECT OF THE OFFER
2.1. Under this Offer, the Service Provider agrees to provide the Client with professional services, including, without limitation: software design, development, testing, and technical support; participation in the maintenance of technical documentation; collaboration in team development; and enhancement of system architecture within the Client’s ongoing projects, which may include web-based systems, mobile applications, APIs, and microservices. These services (hereinafter referred to as the “Services”) shall be performed in accordance with approved technical specifications and the Client's coding standards.
2.2. The term for the provision of Services shall commence upon acceptance of this Offer.
2.3. The scope of Services to be rendered under this Offer is unlimited, subject to the Client’s requests and the Service Provider’s competence.
2.4. The Service Provider shall be solely responsible for the quality and timely performance of the Services.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1. The Service Provider undertakes to provide the Services in a timely, professional, and good-faith manner, and in accordance with industry standards and any instructions or requests issued by the Client.
3.2. The Client undertakes to provide clear instructions, timely communication, and all necessary documentation as reasonably requested by the Service Provider to fulfill the obligations herein.
3.3. The Client shall ensure the timely and full payment of the Service Fees in accordance with the terms specified in this Offer.
3.4. The Service Provider shall consider and implement the Client’s requests or decisions issued throughout the service provision process.
3.5. The Service Provider retains full autonomy and discretion in the execution and management of the Services, including control over any personnel or subcontractors engaged in the performance of the Services, provided the quality and standards required by the Client are maintained.
4. COMPENSATION AND PAYMENT
4.1. As compensation for the proper and satisfactory performance of the Services described in Section 2.1, the Client shall pay the Service Provider a fee based on actual Services rendered, as reflected in the Service Provider’s monthly invoice.
4.2. Payment shall be made on a monthly basis upon submission of an invoice, based on the actual volume of work performed.
4.3. Each Party shall be individually responsible for the reporting and payment of its own taxes, including, without limitation, income and other statutory obligations. The Parties shall not be liable for each other’s tax declarations or liabilities.
5. LIABILITY OF THE PARTIES
5.1. In the event of the Service Provider’s failure to fulfill the obligations undertaken herein due to negligence or misconduct, the Client reserves the right to withhold payment of the corresponding Service Fees or to pursue remedies available under applicable Georgian law.
5.2. The scope and nature of the Service Provider’s liability shall be determined in accordance with the laws of Georgia.
5.3. The Client provides the Platform and all services on an "AS IS" basis and disclaims all express and implied warranties to the fullest extent permitted by law. The Client shall not be liable, to the fullest extent permitted by law, for any indirect, incidental, special, punitive, or consequential damages (including lost profits, loss of data, business interruption, or reputational harm) arising out of or in connection with this Agreement, even if advised of the possibility of such damages.
6. CONFIDENTIALITY
6.1. The Service Provider agrees to maintain the confidentiality of all information, documents, communications, and materials received in the course of rendering Services to the Client. Such information shall not be disclosed to any third party, except on a strict need-to-know basis and in compliance with applicable laws. This confidentiality obligation survives the termination of this Agreement indefinitely.
6.2. Upon request by the Client, the Service Provider shall promptly destroy all documents and/or materials containing Confidential Information.
6.3. The Service Provider shall immediately notify the Client in writing upon receiving any request from a third party, including governmental authorities, that may require disclosure of Confidential Information. The Client shall have the right to review and assess the legality of such request and determine the scope of permissible disclosure.
6.4. Any breach of confidentiality obligations shall entitle the non-breaching Party to claim compensation for damages in accordance with this Offer and the applicable legislation of Georgia.
7. INTELLECTUAL PROPERTY
7.1 All deliverables, software code, documentation, inventions, and other work product created, conceived, or reduced to practice by the Service Provider in the course of performing the Services (collectively, “Deliverables”) shall be the sole and exclusive property of the Client from the moment of creation.
7.2 The Service Provider hereby irrevocably assigns to the Client all right, title, and interest in and to the Deliverables worldwide, including all associated intellectual‑property rights, without additional compensation.
7.3 The Service Provider shall not disclose, license, sell, or otherwise make available any Deliverables to any third party without the Client’s prior written consent.
8. TERM AND TERMINATION
8.1. This Offer becomes effective upon acceptance by the Service Provider and shall remain in effect for an initial term of one (1) year from the date of such acceptance. The Offer shall be automatically extended for additional one-year periods unless either Party provides written notice of termination at least fourteen (14) calendar days prior to the end of the then-current term.
8.2. This Agreement may be terminated at any time upon full performance of the Services by the Service Provider and the acceptance of such Services by the Client.
8.3. The Client may unilaterally terminate this Agreement at any time without prior notice to the Service Provider.
8.4 The Service Provider may terminate the Agreement by giving the Client not less than fourteen (14) calendar days’ prior written notice. This Agreement may also be terminated at any time by mutual written agreement of the Parties.
9. DISPUTE RESOLUTION AND GOVERNING LAW
9.1. This Offer shall be governed by and construed in accordance with the laws of Georgia. Any disputes, controversies, or claims arising out of or in connection with this Offer shall be resolved amicably through negotiations. In the event that no resolution is reached, the dispute shall be settled in accordance with the applicable laws of Georgia.
10. FINAL PROVISIONS
10.1. This Offer represents the entire understanding between the Client and the Service Provider and supersedes all prior oral or written agreements or communications related to the subject matter herein.
10.2. Any amendments or modifications to this Offer must be made in writing and shall become binding only upon the explicit consent of both Parties.
10.3. All notices related to this Offer shall be made in writing and delivered either personally (effective upon delivery) or via email (effective upon confirmation of receipt). Each Party shall promptly inform the other of any change to its contact details.
10.4. If any provision of this Offer is found to be invalid or unenforceable, such provision shall be severed from the Agreement without affecting the validity of the remaining provisions. The Agreement shall be interpreted in a manner that best effectuates the original intent of the Parties.
Client Requisites:
LLC “Webflex”
Director: Vladyslav Ioanno
ID: FZ628028, Ukraine
Website:https://webflexllc.com