Public Offer —– Paid Services Agreement
This Agreement is a public offer of Torrow Technologies Limited Liability Company
, Tax ID number 7810705940, Primary State Registration Number 1177847300840, hereinafter referred to as the "Contractor", directed to individuals, self-employed, individual entrepreneurs or legal entities, hereinafter referred to as the "Customer", and together referred to as the "Parties", to conclude this Agreement (hereinafter — "Agreement") in accordance with paragraph 2 of Art. Article 437(2) of the Civil Code of the Russian Federation, for the provision of services by the Contractor to the Customer on a paid basis in accordance with the procedure and on the terms provided by this Agreement.
The proof of full and unconditional acceptance (acceptance) of the terms and conditions of this Agreement shall be the payment by an individual, self-employed, individual entrepreneur or legal entity of an invoice issued by the Contractor to that individual or legal entity (hereinafter the "Customer") or payment via a link indicating that the invoice has been issued in accordance with the terms and conditions of this Agreement. An electronic version of the invoice sent via communication channels shall be equivalent to a paper invoice. The current version of this Agreement is available on the Internet at: https://info.torrow.net/en/publicoffer1. Terms and definitions1.1. Torrow.Net Platform
— the "Torrow.Net" computer program, available on the website at https://torrow.net
(including sub-levels of the specified domain, functioning both on the date of acceptance of this offer by the Customer and launched and put into operation subsequently), which is available to the Customer through the website or mobile applications. The Torrow.Net platform is a set of data and commands, and generated audiovisual representations (including the graphic images and the user interface), (hereinafter — “data and commands”) intended for the operation of computers and mobile devices in order to obtain a certain result in the form of organizing the functionality of the platform. The Torrow.Net platform data and commands consist of activated and non-activated data and commands.1.2. Activated Data and Commands
— data, commands and generated audiovisual displays to enhance the functionality of the Torrow.Net platform. The terms and conditions for granting the Customer the rights to use non-activated data and commands are defined in this Agreement.
1.4. Terms not defined in this Section may be used in this Agreement. In such a case, such a term shall be interpreted in accordance with the texts of the User Agreement, the text of which is available on the Internet at https://info.torrow.net/en/useragreement
, and the Personal Data Protection Policy (https://info.torrow.net/en/personaldata
).2. Subject matter
2.1. Under this Agreement, the Customer commissions the Contractor to provide services (perform certain activities) which are listed in the respective Section "Individual Use Tariffs", text of which is available on the Internet at https://info.torrow.net/en/personal_price
, and/or in the Section "Commercial Use Tariffs", text of which is available on the Internet at https://info.torrow.net/en/business_price
, and the Customer undertakes to accept and pay for the services provided in the manner and within the time limits stipulated in par. 4.1. and 4.2. of this Agreement.
2.2. The place of sale of the Contractor's services shall be the Russian Federation
3. Rights and obligations of the Contracting Parties
3.1 The Customer undertakes to:
3.1.1 assist the Contractor in the performance of the contracted services, unless otherwise additionally agreed by the Parties.
3.1.2 supply, at the Contractor's request, source data (information and documentation) required for the provision of services.
3.1.3 To provide the Contractor with necessary additional data (information and documentation) and inform the Contractor about all changes related to the fulfilment of the subject of the Agreement by the Contractor during the term of the Agreement.
3.1.4 Provide the Contractor with access to the technological processes and facilities necessary for the provision of the services.
3.1.5 All necessary Customer data and accesses are to be provided to the Contractor's e-mail address firstname.lastname@example.org
within 3 (Three) days from the date of payment.
3.1.6 to provide the Contractor with a list of the responsible employees of the Customer who are contact persons on behalf of the Customer.
3.2 The Contractor shall have the right to:
3.2.1 Amend (add to) the terms and conditions of this Agreement and the Appendix to this Agreement unconditionally.
3.2.2 Change the tariffs and service conditions at its own discretion. At that, Parties shall be guided by the fact that new tariffs shall not apply to the already paid services of the Customer.
3.2.3. Unilaterally engage any individual or entity for the purpose of fulfilment of his obligations under this Agreement.
3.2.4 Provide discounts at its own discretion and solely at its own expense, also taking into account the marketing promotions conducted by the Contractor.
3.3. The Contractor shall be obliged to:
3.3.1. Provide the services specified in this Agreement in good faith. Proceed with the services no later than 3 (Three) working days from the date of receipt of payment.
3.3.2 One on-site training may be conducted within implementation if the Customer's office is located in St. Petersburg within the Ring Road or one face-to-face training at the Contractor's office in St. Petersburg. The Contractor shall not provide on-site and in-person training during periods when any legislative restrictive measures are in place, including, but not limited to, measures to counter the spread of coronavirus infection.
3.3.3 In the event that only part of the services need to be provided by the Customer, no additional agreement to this Agreement shall be concluded between the Parties, the Contractor shall issue an invoice for the aforementioned services. The period for the provision of the reduced list of services by the Contractor shall be determined by the Contractor in the invoice issued.4. Contractor's remuneration:
4.1 The Customer shall pay for the services of the Contractor on a full prepayment basis in the amount indicated on the invoice. The tariffs for rendering paid services are posted on the website of the Contractor and specified in Clause 2.1. of this Agreement, and can be changed unilaterally by the Contractor by posting new tariffs on the website in the appropriate section. The invoice can be sent electronically to the e-mail address specified by the Customer.
4.2 The Customer shall pay the invoice issued by the Contractor in accordance with the procedure stipulated in Clause 4.1. 4.1. of this Agreement, by a lump sum transfer of remuneration on the invoice. If the remuneration shall be accrued and paid monthly, the Customer shall pay for services by himself no later than on the 25th day of the month preceding the month to be paid by transferring money to the Contractor's bank details indicated in the current version of the Agreement with indication of the Customer's full name or name of the legal entity and the paid period (calendar month) in the payment reference.
4.3 Contractor's remuneration is not subject to VAT due to application of simplified taxation system.
4.4 Settlements under this Agreement between the Parties shall be made in one of the following ways
- by non-cash transfer to the Contractor's settlement account;
- in any other way specified on the Contractor's website.
4.5. The payment obligation of the Customer shall be deemed to have been properly fulfilled at the moment the amount of the payment has been credited to the bank account or the account of the Contractor's payment system. The date of payment shall be the date when the payment is credited.
4.6 All payments between the Parties under the Agreement shall be made in the currency of the Russian Federation.5. Effective period. Miscellaneous terms and conditions.
5.1 This Agreement shall enter into force from the date of its acceptance by the Customer by means of payment of the invoice issued by the Contractor to the Customer, and shall remain in force until the parties have fully performed their obligations under this Agreement.
5.2 The date of conclusion of this Agreement shall be the date of receipt of payment under the invoice issued by the Contractor to the Customer to the current account of the Contractor.
5.4 Upon completion of work, the Contractor shall sign the Acceptance Certificate for completed work within 5 (Five) working days from the moment of rendering services. If within 5 (Five) calendar days from the moment of fulfilment of the accepted obligation by the Contractor the Contractor has not received any complaints from the Customer about services rendered under this Agreement it shall be considered that the services have been rendered to the Customer in accordance with this Agreement in full, properly and accepted by the Customer.
5.5. The Contractor shall reserve the right to modify the terms and conditions of the Agreement unilaterally without prior notice to the Customer. All amendments and additions to this Agreement shall enter into force on the date of posting the new version of the Agreement on the Contractor's website. Before accepting this Agreement, the Customer shall be obliged to read the current version of the Agreement at the following link: https://info.torrow.net/en/publicoffer
5.6. The Customer or the Contractor shall be entitled to terminate this Agreement unilaterally extrajudicially by written notice to the other party 10 (Ten) calendar days prior to the date of termination to the details specified in the Agreement. In case Contractor receives written notification about termination of this Agreement during the period of rendering services, Contractor's remuneration shall be refunded after deduction of expenses actually incurred by Contractor for rendering services.
5.7 Obligations of the Parties to the Agreement which by their nature should continue in force (including but not limited to obligations regarding confidentiality, settlement of mutual settlements, use of information), shall remain in force after the termination of the Agreement.
5.8 Termination of the Agreement for any reason shall not relieve the Parties from liability for breach of the terms and conditions of the Agreement arising during the term of its validity.6. Liability
6.1. The Customer and the Contractor shall be liable for failure to fulfil or improper fulfilment of obligations under this Agreement in accordance with the legislation of the Russian Federation.
6.2 Contractor shall not be liable for the inability of the Customer to use any of the facilities made available under this Agreement for reasons beyond the Contractor's control.
6.3 Contractor shall not be responsible for the content, reliability and completeness of the information received by Customer as a result of the use of any of the capabilities, access to which is provided under this Agreement.
6.4 The Contractor shall not be liable for actions and decisions of the Customer taken on the basis of the information received by the Customer while using any of the opportunities available under this Agreement, their consequences as well as direct and indirect damages, including loss of profit resulting from the use of these opportunities.
6.5 The Contractor shall not be responsible for the quality and speed of access to the Torrow.Net Platform by the Customer through the communication channels of operators and Internet providers.
6.6 The Contractor shall not be liable in case of force majeure beyond the control of the Contractor, i.e. "force majeure" circumstances, which include, among others, failures in telecommunication networks and equipment of third parties.
7. Final provisions
7.1 For all other matters not expressly regulated by this Agreement, the relations arising between the Customer and the Contractor shall be governed by the laws of the Russian Federation.
7.2 The Parties have agreed that signing of this Agreement, Annexes, Additional Agreements to the Agreement and other documents related to performance of obligations of the Parties under this Agreement is also allowed using facsimile signature or electronic digital signature (EDS). Documents signed by a facsimile reproduction of a signature or an electronic digital signature of an authorized person and sealed by the other party shall be duly signed and shall have the legal force of documents executed with an original handwritten signature of an authorized person and sealed.
7.3 If the Customer has any questions concerning the use of the Torrow.Net Platform, its functionality, he shall have the right to contact the Contractor (technical support) at the contact phone number or email address indicated on the Website.
7.4 In all other matters not provided for in this Agreement, the Parties shall be governed by the applicable laws of the Russian Federation.
7.5 The Contractor shall have the right to use the Customer's trademark and trade name to notify third parties of the fact of cooperation without the prior consent of the Customer.
7.6. The exchange of documents between the Parties shall be performed by means of electronic mail, as well as electronic document management system (if technically possible).
7.7. The Parties shall take all measures to ensure that any disputes, disagreements or claims regarding the performance of this Agreement are settled by negotiations. The claim procedure shall be obligatory, the deadline for replying to the claim is 10 (ten) working days.
7.8 Any disputes not settled out of court shall be referred to the Court of Arbitration at the location of the Contractor.8. Details of the Contractor: Torrow Technologies LLC
37 Kosmonavtov Ave., apt. 346, St. Petersburg, 196211
Primary State Registration Number 1177847300840
Tax ID number 7810705940, KPP 781001001
settlement account 40702810029260000102 with "TSENTRALNIY" Branch of Bank VTB PJSC, Moscow
correspondent account 30101810145250000411