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GENERAL SERVICE AGREEMENT
1. GENERAL PROVISIONS
1.1. This document constitutes the official offer (general service agreement) from Chem-Expert, hereinafter referred to as Contractor, and includes the essence of the contract for provision of information services (hereinafter Services).
2. SUBJECT MATTER
2.1. The Contractor shall provide the Customer with Services by order of the latter.
2.2. The type and the price of the services as well as the period and the frequency of the information delivery shall be stated in the invoice (hereinafter Invoice) issued by the Contractor or an intermediary to the Customer.
3. RIGHTS AND OBLIGATIONS OF PARTIES
3.1. The Contractor shall:
3.1.1. Render the services of the adequate quality included into the invoice that was paid by the Customer.The quality of the services provided by the Contractor shall comply with the requirements usually imposed on such services.Services shall be regarded as duly rendered if they conform to the Invoice.
3.1.2. The Contractor shall grant Individual User names and Access passwords (hereinafter referred to as Passwords) for all the products listed in the Invoice to the Customer within three business days after having received the payment to the current account.
3.1.3. Send the information in the scope defined in the Invoice to the e-mail addresses agreed between the Customer and the Contractor beforehand.
3.1.4. If the services cannot be provided through the fault of the Customer, they shall be paid for in full.
3.2. The Contractor shall have the right to:
3.2.1. Enquire and obtain the data and the documents required to meet the obligations under this Agreement from the Customer.
3.2.2. Call in experts, consultants and other professionals as co-contractors and interact with the third parties specializing in the field.
3.3. The Customer shall:
3.3.1. Fully pay for the services provided by the Contractor in due time, in the manner and under the conditions specified in the Invoice.
3.3.2. Provide the Contractor with the information and the documents required to fulfil the obligations under this Agreement at the written and oral request of the Contractor’s authorised representatives.
3.3.3. Sign Delivery and Acceptance Certificates under the procedure established in the section 4 of this Agreement unless there are complaints about the services quality, scope and delivery time.
3.3.4. Make an independent decision on whether to use the Contractor’s suggestions and recommendations in one’s own business operations.
3.3.5. Not make the Passwords available to more employees of the company than agreed, distribute them among multiple users of the corporate network and provide them to the third parties.
3.3.6. No content or data provided on our websites or as a part of the related services may be reprinted, reproduced on other websites, stored in corporate networks or databanks and entirely or partially distributed in any way without the prior written permission from the Contractor.
4. FEES AND OPERATING PROCEDURES
4.1. The type, the price, the delivery time and the frequency of rendering services shall be specified in the Invoice.
4.2. The payment shall be deemed to have been made on the date that funds are credited to the Contractor’s current account.
4.3. Full prepayment shall be made against the raised invoice.
5. OTHER TERMS AND CONDITIONS
5.1. All the services are provided to the Customer for information solely.The Contractor shall not be liable for any actions taken by the Customer based on the data received.
5.2. The Contractor is not responsible for malfunctioning of the internet and e-mail tools the Customer may encounter.
5.3. Should any suspicions or reasons to believe that some unauthorized persons have gained access to the information or the Passwords owned by the Customer arise, the Parties shall immediately notify each other about that.
5.4. The Parties have agreed that scanned or facsimile copies of this Contract or any other documents related to its performance shall be valid until their originals are received.
5.5. All the disputes and controversy that may arise out of this Agreement or in connection with it shall be resolved through amicable negotiations between the Parties.Should the Parties fail to reach an agreement through negotiations.
5.6. The Customer shall not be entitled to use the results of the services provided and transfer them to third parties for the purposes other than those specified in this Agreement.In case of the breach of this condition, the Customer shall compensate the Contractor for all the losses incurred as a result.
6.1. Any information passed on by the Parties to each other to fulfil the obligations under this Agreement shall be considered confidential (hereinafter referred to as the Confidential Information) throughout the Agreement period and shall not be transferred to a third party without written consent of the transferring Party.
7. LIABILITY OF PARTIES
7.1. In case of violation of the paragraphs 3.3.5 and 3.3.6, the Contractor shall have the right to block the Passwords without notice.
7.2. The Parties shall be released from liability for the complete or partial default on their obligations under this Agreement if such default is a result of force majeure events that occur after the date of this Agreement and could not by predicted and/or avoid by the Parties by reasonable measures.Force majeure events include, but not limited to floods, fires, earthquakes, floor convergences, epidemics and other acts of God, wars or hostilities, strikes, regulations or other decisions of public authorities preventing the Parties from deriving the expected benefit from this Agreement.
8. AGREEMENT PERIOD. AGREEMENT AMENDMENTS AND TERMINATION.
8.1. This Agreement shall come into force once an Invoice is settled.