Agreement on the Terms and Conditions for the Provision of Software
(Public Offer for Individuals, Legal Entities and Private Entrepreneurs)
Revised March 1, 2021
1. General Provisions
1.1 This Invoice Contract is an official offer (public offer) of Wahelp OÜ, hereinafter referred to as the "Contractor".
The terms of this offer may be accepted by a person, hereinafter referred to as the "Customer", who intends to receive the services for the provision of WAhelp software and other related services
1.2. Should the terms set forth below be accepted and the services be paid for, a legal entity or natural person accepting this Offer shall become a Customer (the acceptance of the Offer shall be treated as effecting the Agreement on the terms set forth herein).
1.3. The moment of full and unconditional acceptance by the Customer of the Contractor's offer to conclude the Offer Contract (offer acceptance) shall be the moment of payment for the Contractor's services against the relevant invoice issued or by means of payment through the appropriate forms on the website https://wahelp.me
The text of this Offer Agreement (hereinafter "the Agreement") is located at: https://wahelp.me/oferta/
1.4. By accepting the Agreement in the manner stipulated in clause 1.3 of the Agreement, the Customer confirms that he/she has read, agrees to, fully and unconditionally accepts all the terms and conditions of the Agreement as set out in the text of the Agreement, including the Annexes to the Agreement (if necessary constituting an integral part thereof).
1.5. When accepting this offer the Customer acknowledges and agrees that the WAhelp software is provided "as is" and "as available" without any additional guarantees.
Prior to accepting this Offer, the Customer has been made aware and agrees that the Contractor does not guarantee or provide any representations regarding the following:
- that WAhelp software will fully meet the Customer's needs (requirements);
- that the WAhelp software will run continuously and is completely error-free;
- that the result of using the WAhelp software will fully meet the Customer's expectations.
1.6. The Customer agrees that acceptance of the Agreement in the manner set out in clause 1.2 of the Agreement shall constitute entry into the Agreement on the terms and conditions set out therein.
1.7. The Agreement shall not require any seals and/or signatures by the Customer and the Contractor (hereinafter referred to as the "Parties") and shall remain legally binding.
2. Terms and Definitions
The terms and definitions used in these Terms and Conditions shall have the following meaning:
2.1. Offer shall mean this document, published on the web site https://wahelp.me/oferta/
2.2. Service for the provision of software (Soft-as-a-Service)
shall mean a service expressed in terms of enabling the user to use the Customer's software by providing access to the software via the Internet; in this form of software distribution, the user pays a fee for the service provided rather than for the purchase of a non-exclusive license.
2.3. WAhelp shall mean software for communicating with Clients via messengers, distributed via the Internet.
2.4. Customer shall mean a natural person or a legal entity or a individual entrepreneur,
having accepted this Offer in accordance with Art. 1 of these Terms and Conditions.
2.5. Tariffs shall mean the current systematized list of Contractor's services with defined tariff plans and their prices, published on the web site at:
https://wahelp.me/tarifs/, as Annex 1 to the Agreement.
2.6. Content shall mean any informative content on the web site in various forms: text, graphic works, including photographic images, audiovisual works, etc.
2.7. Customer shall mean a person accepting the offer and being a consumer of services under the concluded contract.
2.8. Agreement shall mean an agreement between the Customer and the Contractor for the provision of services, entered into through the acceptance of the offer.
2.9. Parties shall mean the Customer and the Contractor under this offer.
2.10. Provider shall mean the company hosting the Customer's software.
2.11. Customer's Representative (Customer's Contact Person) shall mean the person authorized by the Customer to represent the Customer in all technical and organizational matters relating to the performance of this Agreement.
2.12. Other terms and definitions not expressly defined in these Terms and Conditions shall be construed in accordance with the laws of the Russian Federation and customary business practice.
3. Subject of the Agreement
3.1. The Contractor shall offer the Services for the provision of WAhelp software and other related services, and the Customer shall pay for these Services in accordance with the selected tariff plan.
Related services shall be paid based on a preliminary assessment as per the standard hour rate specified on the web site at the following address: https://wahelp.me/tarifs/ and in the Annex 1 to the Agreement.
3.2. Services shall be provided through the provision of server resources to the Customer by the Contractor and providing the Customer with access to these resources, necessary to use the software in accordance with the selected tariff plan,
via the Internet.
3.3. The Contractor's obligations shall be limited to the terms and conditions of the Agreement. In particular, the Contractor shall not be obliged to provide the Customer with access to the Internet, to configure and/or diagnose computer
hardware and software or to train the Customer and/or the Customer's employees how to operate the software and hardware.
3.4. All questions concerning the provision of the Services shall be sent to the Contractor at the contact details provided in the Contractor's Details section of this Agreement.
4. Rights and Obligations of the Contractor
4.1. The Contractor shall:
4.1.1. Provide the Customer, after the Services are paid for, with the information necessary to access the WAhelp software via the Internet (server address, account name, password).
4.1.2. Publish all amendments and supplements to this Agreement on its website https://wahelp.me, including changes in the tariffs not less than ten (10) days prior to the date such changes take effect. Timely notify the Customer by e-mail of all the situations that require further negotiation.
4.1.3. In case of change of details, including banking details, promptly notify the Customer by e-mail.
4.1.4. Provide the Services to the Customer in accordance with the terms of this Agreement and at the tariff selected, subject to the Customer paying for the period of the Services.
4.1.5. Maintain the confidentiality of information received from the Customer for the provision of Services.
4.1.6. Send reporting documents to corporate Customers in the form of colour scanned copies of signed documents to the e-mail address used for correspondence (exchange of information) or to another address indicated directly by the Customer.
At the Customer's request, the original documents related to the copies sent by e-mail may be sent in hard copy by Russian Post.
4.2. The Contractor shall have the right to:
4.2.1. Suspend the provision of Services under this Agreement after the end of the paid period. In the event of suspension of Services due to late payment, the Contractor shall retain the Customer's content for a period of thirty (30) calendar days. Provision of Services may be resumed upon receipt of payment for the entire period of suspension and advance payment for the next period of provision of Services according to the tariff chosen by the Customer. After the expiry of this period, the Contractor shall be entitled to delete the Customer's content entirely.
4.2.2. Change the tariffs, the terms and conditions of this Agreement and its annexes without prior agreement with the Customer, ensuring that the amended terms and conditions are published on its website at https://wahelp.me/oferta/ at least ten (10) days prior to their effective date.
4.2.3. Refuse to provide Services to the Customer in the following cases:
● The Customer poses a threat to the security and defence capacity of the Russian Federation and to the health and safety of people in the territory of the Russian Federation;
● The Customer refuses to pay for the Services provided or refuses to fulfill the terms of Services;
● The Customer or the end user of the software used by the Customer uses the Services provided unlawfully or illegally, thereby causing damage to the Contractor or third parties.
4.2.4. Engage third parties to carry out the Works provided for in this Agreement without the Customer's consent. If the Contractor engages third parties to carry out the Works under this Agreement, the Contractor shall be liable to the Customer for the quality, confidentiality and timeliness of the Works carried out by the third parties engaged under this Agreement as for its own Works.
4.2.5. Refuse to provide Services to companies that use mass unsolicited mailings (SPAM) to advertise their goods and services.
4.2.6. Request and receive from the Customer any information required for the performance of its obligations under the Agreement.
5. Rights and Obligations of the Customer
5.1. Customer shall:
5.1.1. Carefully read this Agreement, annexes hereto, including tariffs, prior to the conclusion of the Agreement.
5.1.2. Comply with the requirements set out in this Agreement, its annexes, which constitute an integral part of this Agreement.
5.1.3. Pay for and accept the Contractor's services in a timely manner, in accordance with the terms of this Agreement, based on the applicable selected tariff.
5.1.4. Not assign its rights under this Agreement to any third parties without the Contractor's written consent.
5.1.5. Be fully responsible for compliance with the license conditions and user agreements of Whatsapp messenger, the Instagram social network on its own.
5.1.6. In the event of changes in contact details, postal address, location address, company name and details, bank details and other relevant information, notify the Contractor immediately by any means available.
5.1.7. Appoint its representative (Customer Representative) – the person representing the Customer in all technical and organizational matters relating to the provision of the Services, and provide the Contractor with the contact details of such representative. Authorize this representative to obtain advice and instructions, to contact the Contractor's technical support service via the communication channels provided for in this Agreement, and to obtain the access details (passwords) and authorizations in the software products and technical areas involved in the provision of the services from the Contractor and transmit them to the Customer. Provide a mobile phone number for the transmission of passwords within the frameworks of the Services.
5.1.8. Ensure that the appointed customer representative has the competence of an advanced user of a personal computer, office packages and the Internet; has skills in working with file archives, formatted text, e-mail, files, folders and graphics. If the representative does not have the listed competences, replace the representative with one who has the listed competences.
5.2. The Customer shall have the right to:
5.2.1. Decline the Contractor's Services during the term of this Agreement, whereby the provision of Services paid for by the Customer prior to the Contractor's receipt of a written decline from the Services shall be completed in full.
5.2.2. Use the technical support services in accordance with the terms and conditions defined in this Agreement.
5.2.3. Check the progress of the Services, without interfering with the Contractor's activities, by submitting requests for information.
6. Offer Acceptance. Cost and Payment Procedure
6.1. Cost of Services under this Agreement shall be determined by the tariffs: https://wahelp.me/tarifs/
6.2. Services under this Agreement shall be paid for by an advance payment of 100% of the cost of Services at the tariff selected by the Customer.
6.3. The moment of payment and commencement of the Services shall be the receipt of money into the Contractor's current account or on the balance of the Customer's personal account on wahelp.me.
6.4. The Customer shall pay the Contractor's invoice for the Services within five (5) working days from the date of the invoice in accordance with the selected tariff, thus accepting the proposed Offer.
6.5. The Customer shall be solely responsible for the correctness of payments made by it, including in the event of changes in the Contractor's bank details, from the moment the new details are transferred to the Customer by publishing them on the Contractor's website https://wahelp.me/oferta/
6.6. The Customer shall pay for all the services of telecommunication companies (or any other organization providing similar services) for the establishment of Internet connection with the server hosting the Contractor's software.
6.7. Payment for the Services shall be accepted from the Customer in non-cash form to the Contractor's current account or by bank card (or other electronic payment method) through the Customer's personal account on the website wahelp.ru.
6.9. Individuals paying for Services under this Agreement by bank card or other electronic payment method may agree to repeat payment according to wahelp.ru tariffs by checking the payment box "I agree to regular charges"
The automatic recurring payment procedure (recurring payment) shall be carried out by the system depending on the availability of funds in the Customer's account linked to the Personal Account on one of the following days:
- one day prior to the date when the previous payment was made,
- on the day when the previous payment was made,
- on the day following the day when the previous payment was made.
If funds are insufficient and/or unavailable, the Contractor shall be entitled to suspend the provision of Services.
To deactivate the recurrent payment, the Customer has to cancel the recurrent payment on its own via its Personal Account on wahelp.ru in the "Balance" section.
6.10. The Customer shall have the right to refuse to use the recurring (periodic) payment service by cancelling it via its Personal Account on wahelp.ru in the "Balance" section no later than one day before the due date of the periodic payment.
7. Technical Support
7.1. Technical queries and complaints relating to the provision of Services may be submitted to the Contractor at the technical support email address communicated to the Customer when entering into the Agreement.
8.1. The tariffs shall be published on the Contractor's website https://wahelp.me/tarifs/. Changes in the tariffs shall be published at least ten (10) days prior to their effective date.
8.2. For additional services not listed in the tariffs but included in the subject matter of this Agreement, and under certain conditions for the performance of this Agreement, additional agreements shall be concluded, which shall constitute an integral part of the Agreement. The terms and conditions for additional services and special conditions for the performance of this Agreement shall be laid down in supplementary agreements.
8.3. If any provision of this Agreement is held invalid, illegal or unenforceable under the applicable laws of the Russian Federation, such a provision shall be deemed null and void and shall be deleted from this Agreement and replaced by a new provision that best meets the original intentions contained in this Agreement, and the remaining provisions of this Agreement and shall remain unaltered and in force.
8.4. Failure to exercise any right under this Agreement, power or intention provided for by this Agreement, shall not constitute a waiver of the terms and conditions of this Agreement by the Contractor in the event of a subsequent breach, nor a waiver of its rights to demand compliance with the terms and conditions of this Agreement any time thereafter.
8.5. The Contractor shall not be liable for any damage of any kind incurred by the Customer due to the disclosure of its account information to third parties.
8.6. The Contractor shall send the closing documents to the corporate Customers only upon payment against an invoice issued.
9. Liability of the Parties
9.1. The Contractor and the Customer shall be liable for failure to fulfill or improper fulfillment of obligations under the Agreement in accordance with the current legislation of the Russian Federation.
9.2. The Customer shall be solely responsible for the content of data published on the Internet by the Customer and/or the end users using the
Contractor's software: for its accuracy, freedom from third-party claims and the legitimacy of its dissemination. The Contractor shall not be responsible for the content of the data posted by the Customer.
9.3. When using the Internet services, the Customer shall be solely and fully liable for the damage caused by its actions (personally, by end users or by third parties through its network details) to persons or property of citizens, legal persons or to the state or the moral principles of society.
9.4. The Contractor shall not be liable to the Customer and the end users for inability to provide the Services for any reasons beyond its control, including equipment malfunctioning, failure of service providers and contractors (failure to provide electricity), for delays and interruptions occurring directly or indirectly due to a cause that is beyond the Contractor's competence and control.
9.5. The Contractor shall not be responsible for the quality of telecommunications and communication lines.
9.6. The Contractor shall only be liable for damage incurred by the Customer and end-users as a result of the use or non-use of the Contractor's Services if a direct wrongful acts or omission by the Contractor is proven.
9.7. The aggregate liability of the Parties for one calendar year's actual proven aggregate damage shall in no event exceed an amount equivalent to the arithmetic average of the amounts invoiced by the Contractor to the Customer during the two months preceding the month in which the Customer has suffered actual damage.
9.8. In no event shall the Contractor be liable under this
Agreement for the following:
● any acts and/or omissions resulting directly or indirectly from the acts/omissions by any third parties;
● any consequential damages and/or loss of profit for the Customer and/or third parties, whether or not the Contractor could have foreseen the possibility of such damages;
● the use (inability to use) and any consequences of the use (inability to use) by the Customer of the form of payment for the Services under this Agreement, chosen by the Customer.
9.9. Contractor's aggregate liability under this Agreement for any claim in respect of this Agreement shall be limited to the amount paid by the Customer to the Contractor during the quarter preceding the date of receipt of the relevant claim.
9.10. The Contractor shall not be liable for the violation of the terms and conditions thereof if such violation is caused by circumstances of insuperable force (force majeure).
9.11. Contractor's acceptance and/or approval of any content and/or any changes to the content shall under no circumstance constitute Contractor's acknowledgement of Customers' right and/or Contractor's grant of right to the Customer of any use of the exclusive rights of third parties in such content. The Customer shall be solely responsible for such use and any consequences of such use.
9.12. The Customer shall be solely responsible for the following:
● compliance with all legal requirements, including but not limited to, the laws concerning the advertisement, copyright and related rights, trademark and service mark protection, including full responsibility for the content and form of the content to which the Customer sets (may set) a redirecting hyperlink from the content, other actions taken by the Customer as an advertiser and/or advertising producer;
● accuracy of the information provided when applying for the Services and the payment documents when paying for the Contractor's Services.
9.13. The Customer undertakes to resolve all disputes and settle all third party claims and suits, instructions and requirements of authorized state and municipal executive bodies, received both by the Customer and the Contractor in relation to the placement and/or other use of content under this Agreement and/or materials to which the content refers, and to reimburse all losses and expenses incurred by the Contractor in relation to such claims, at its own cost and expense.
9.14. In case of breach of this Agreement by the Customer, the Contractor shall have the right to suspend the Services until the Customer remedies the breach and reimburses (indemnifies) the damages caused to the Contractor by such breach in full and/or to terminate this Agreement by sending a corresponding notice to the Customer to the e-mail address specified by the Customer in the application for the Services. If the Contractor terminates this Agreement in accordance with this clause, the Contractor shall also be entitled to recover from the Customer, by withholding, a penalty amounting to the difference between the amount of the advance payment paid by the Customer for the provision of the Services and the value of the Services actually provided by the Contractor up to the date of termination of this Agreement.
9.15. The Customer may use the software only to the extent of rights and in the manner provided for in this Agreement. The right to use the software not expressly specified in this Agreement shall not be deemed to have been granted to the Customer.
9.16. The Parties have agreed that in disputable situations the Contractor's electronic statistics data available to the Customer electronically via the web-interface on the Contractor's Internet resources or transmitted to the Customer by e-mail shall be the s sufficient evidence of the quantity and cost of the Services rendered under the Agreement.
9.17. This Agreement, its execution and performance shall be governed by the applicable laws of the Russian Federation.
10. Termination and Refund
10.1. This Agreement may be terminated by the Customer by cancelling the advance payment for the Services for the next billing period or by notifying the Contractor in writing. In this case, the arrears in payment for the Services shall be reimbursed in full by the Customer.
10.2. This Agreement may be terminated by the Contractor in the absence of direct fault on the part of the Customer. The Contractor shall notify the Customer in writing or by e-mail at least thirty (30) business days before the actual termination of the Services. The unused balance of funds as of the time of termination of this Agreement shall be refunded to the Customer within the same period.
10.3. At the Contractor's initiative, this Agreement may be terminated on the grounds of improper performance of this Agreement by the Customer. In this case, the unused balance of funds shall not be refunded to the Customer and the Customer shall reimburse the outstanding balance of payment for the Services.
10.4. Refunds in full can be made upon written request of the Customer to the email: email@example.com only if the Customer's balance on wahelp.me has not been debited according to the tariff.
10.5. If the Customer has paid for the Contractor's services according to the tariffs for 30 calendar days and the Customer's balance on wahelp.me has been debited, no refund will be given. In this case, the Customer shall have the right to refuse the Contractor's services in accordance with clause 10.1.
10.6. If the Customer has paid for the Contractor's services according to the tariffs for 90, 180 or 360 calendar days and the Customer's balance on wahelp.me has been debited, the Customer may, based on a written e-mail request to: firstname.lastname@example.org, request a refund for the unused period. In this case, the refund for the unused period shall be made in multiples of 30 days and shall not take into account the discount received when paying for 90, 180 or 360 calendar days.
10.7. If the Agreement is terminated for reasons other than those listed above, recalculations and payments shall be resolved by agreement between the Parties or as prescribed by law. All disputes and disagreements shall be settled by negotiation between the Parties. If disputes and disagreements cannot be settled by negotiation, they shall be referred to the Arbitration Court of the city of Ufa.
10.8. Upon cancellation of the Services, the Customer may, at least twenty (20) calendar days prior to refusal, apply for return of the content downloaded by the Customer to the Contractor's servers when using the Services. The application shall be submitted to the email address specified in the Contractor's contact details. The application shall be deemed to have been submitted if the Contractor has responded to the Customer's e-mail address specified in the application for the Services. Content can be returned in the format of an SQL database archive and an archive of files uploaded by the Customer. Content may be returned by providing the Customer with a download link at no additional cost or, for a fee, sent on a physical medium. In the event of late submission of an application for the return of content, the Contractor does not guarantee the safety of the content or the possibility of its return to the Customer.
10.9. The Customer has been made aware that under no circumstances will any funds be refunded on the occurrence of any of the following:
- the WAhelp software does not meet the subjective expectations, perceptions of the Customer.
- the WAhelp software is not used by the Customer in the absence of circumstances preventing its full use.
- the occurrence of other circumstances arising through the Customer's fault, including acts committed intentionally and (or) by negligence.
10.10. If the Customer's application for a refund is granted, the Contractor shall transfer the money within 30 calendar days.
11.1. During the term of this Agreement, the Contractor shall make every effort to eliminate technical faults and errors, should they occur during the use of the software by the Customer. The Contractor does not, however, guarantee the total absence of technical faults or failures due to faulty hardware or software developers' errors.
11.2. In the event of a technical failure or software error falling within the competence
of the Contractor under this Agreement makes it completely impossible to use the software for more than 6 (six) hours from the moment of notification of the Contractor, upon the Customer's written request the subscription fee for the use of Services for the period of inability to use these Services can be refunded, but not more than for 20 calendar days. In other cases, the Contractor's response time to a technical failure or error message shall be determined by the selected tariff plan. If it is still possible to use the Services and the software error cannot be eliminated promptly, the Contractor shall inform the Customer of the planned time for eliminating the error and, at the Customer's request, shall recommend an alternative scenario for the Customer's tasks for the period of elimination.
11.2.1. The Contractor shall not be liable for the inability to use the software if it is caused by factors outside its competence as defined in this Agreement, including the quality of communication lines of the Customer and Customer's provider, the software installed on the computer equipment of the Customer and end users, third party software products, including those used by the Customer to prepare content, incompetent actions of the Customer and end users, etc.
11.3. Except for the warranties expressly set out in this Agreement, the Contractor makes no other warranties, express or implied, under this Agreement.
11.4. By agreeing to the terms and conditions and accepting this Offer, the Customer represents and warrants to the Contractor that:
● the Customer has specified correct personal data and/or details of the Customer's legal entity when submitting the Application for the Services and the payment documents when paying for the Contractor's Services.
● the Customer enters into this Agreement voluntarily, and the Customer:
● has fully acquainted with the terms and conditions of the Offer,
● fully understands the subject of the Offer and this Agreement,
● fully understands the meaning and consequences of its actions in relation to
the conclusion and performance of this Agreement.
● the Contractor has all the rights and powers necessary for the conclusion and performance of this Agreement.
● the use (publishing) of the content; any information contained in the content;
as well as goods and/or services the Customer's content refers to, do not violate and do not result in a violation of the applicable laws of the Russian Federation and/or the rights of third parties.
● No information or advice given by the Contractor (responsible officer of the Contractor) can be regarded as guarantees as they are advice rather than a technical way of ensuring the provision of the Services.
12.1. The Parties have agreed to maintain confidentiality of any information received by one Party in respect of another in the course of performance of obligations under the Agreement.
12.2. Information recognized as confidential under this Agreement shall not include information which is publicly available under Russian law, including licenses.
12.3. In the event of a breach of confidentiality under this Agreement, the Party committing such a breach shall reimburse the other Party
for any direct damages it suffers as a result of the breach.
12.4. The provisions of this article shall not apply to cases where either of the Parties to the Agreement is obliged to disclose confidential information to the competent authorities in accordance with the requirements of the legislation of the Russian Federation.
12.4. In order to comply with the established confidentiality restrictions, the Parties have agreed that in the event of a change of the Customer's representative or the need to terminate the powers of Customer's representative, the Customer shall notify the Contractor immediately by telephone and then give written notice, specifying the contact details of the new representative authorized to be the contact person under this Agreement. The date of termination of powers of the previous representative and commencement of the new one shall be the date of receipt of the written notice
13. Circumstances of Insuperable Force (Force Majeure)
13.1. Each Party shall be released from liability for partial or full default under this Agreement if it proves that the default was caused by force majeure arising after the conclusion of this Agreement as a result of extraordinary events, such as: fire, explosion, flood, earthquake, strike, military actions and other force majeure circumstances, which the Party could neither foresee nor prevent, or take into account when entering into this Agreement.
13.2. The exemption from liability applies only for as long as these force majeure circumstances and their consequences exist.
13.3. If a force majeure occurs or ceases, the Party must notify the other Party in writing without delay.
13.4. Notice shall contain information on the nature of the said circumstances, as well as official documents proving the existence of such circumstances and, if possible, providing an assessment of their effect on the capacity of the Party to fulfill its obligations under this Agreement.
13.5. The existence, impact and duration of the force majeure shall be documented by an official of the competent authority or the Party's representative.
13.6. In the above cases the period for the fulfillment of obligations under the Agreement shall be extended proportionally to the period of duration of such circumstances and their consequences.
13.7. If force majeure and its consequences persist for more than two months, the Parties shall enter into further negotiations in order to identify acceptable alternative means of performance of this Agreement.
13.8. In the event that force majeure circumstances persist for six months or more, either Party shall have the right to refuse to perform its obligations under this Agreement.
14. Term of the Agreement
14.1. This Agreement is concluded for a period of one year. The Agreement shall be automatically extended for the next year, if there are no rejections to the extension of the Agreement by either Party.
15. Contractor's Details
BE40 9672 7639 1863
Avenue Louise 54, Room S52
Name of Services
Amo + WA Services for 30 calendar days
Amo + WA + Insta Services for 30 calendar days
YCLIENTS Start Services for 30 calendar days
YCLIENTS Standard Services for 30 calendar days
Bot Without Integration Services for 30 calendar days
Additional user for 30 calendar days
Additional branch in the YCLIENTS system for 30 calendar days
Related services. Hourly rate
Additional amoCRM channel for 30 calendar days