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TERMS AND CONDITIONS

 

1. GENERAL PROVISIONS

1.1. This document constitutes a Public Offer of Individual Entrepreneur ILIIA SVIDLER (hereinafter referred to as the "Contractor") and contains an offer to any individual, sole proprietor, or legal entity (hereinafter referred to as the "Client") to enter into an agreement for the provision of digital services under the terms and conditions set forth herein (the "Offer").

1.2. This Offer governs the legal relationship between the Contractor and the Client arising from the provision of services, including, but not limited to:

  • website development;

  • landing page development;

  • e-commerce website development;

  • setup, management, and optimization of advertising campaigns;

  • analytics systems setup;

  • website technical support;

  • search engine optimization (SEO);

  • social media marketing (SMM);

  • design services; and

  • any other digital services provided by the Contractor.

1.3. The specific scope of the Services, work deliverables, project stages, timelines, fees, and all other project-specific terms shall be determined in the applicable Additional Agreement, commercial proposal, invoice, Technical Specification, or any other document agreed upon by the Parties.

1.4. The Client's Acceptance of this Offer constitutes the Client's full, unconditional, and irrevocable acceptance of all terms and conditions of this Offer without any reservations, exceptions, or amendments.

1.5. Upon Acceptance, this Offer shall constitute a legally binding agreement between the Contractor and the Client and shall have the same legal force and effect as an agreement executed in writing and signed by both Parties.

1.6. This Offer forms an integral part of all Additional Agreements, commercial proposals, invoices, Technical Specifications, and any other documents governing the relationship between the Parties.

1.7. Any matters not expressly governed by this Offer shall be governed by the laws of the State of Israel.

1.8. The Contractor reserves the right to amend this Offer at any time by publishing a revised version on the Contractor's official website or any other online resource designated by the Contractor. Such amendments shall not apply to agreements concluded prior to the effective date of the revised version unless expressly provided otherwise in the revised Offer.

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2. DEFINITIONS

2.1. "Offer" means this document containing the Contractor's public offer to enter into an agreement for the provision of the Services under the terms and conditions set forth herein.

2.2. "Acceptance" means the Client's full and unconditional acceptance of the terms and conditions of this Offer by performing any of the actions specified herein.

Acceptance of this Offer shall be deemed to occur upon the Client's performance of any of the following actions:

  • execution of an Additional Agreement;

  • full or partial payment for the Services;

  • payment of an advance;

  • provision to the Contractor of the Technical Specification, Materials, or Access Credentials required to commence the Services;

  • written confirmation of acceptance of the terms of this Offer via e-mail, WhatsApp, Telegram, or any other communication channel agreed upon by the Parties; or

  • actual commencement of performance under the applicable Additional Agreement at the Client's initiative.

The performance of any of the foregoing actions shall constitute the Client's full, unconditional, and irrevocable acceptance of this Offer.

2.3. "Services" means the services provided by the Contractor under this Offer, including, without limitation, website development, creation and management of advertising campaigns, as well as other digital, advertising, informational, and consulting services provided under this Offer and the applicable Additional Agreements.

2.4. "Website" means a website developed by the Contractor for the Client in accordance with this Offer, the applicable Additional Agreement, and the Technical Specification.

2.5. "Facebook Ads Manager" means the advertising platform used to create, manage, schedule, and optimize advertising campaigns on Facebook and Instagram, as well as to monitor and analyze their performance in relation to marketing objectives.

2.6. "Meta Business Suite" means the platform that enables businesses to manage their Facebook and Instagram presence from a single interface.

2.7. "Advertising" means any textual, visual, graphic, audio, video, or other promotional content intended to advertise or promote the Client's products, services, brand, or other business activities.

2.8. "Target Audience" means the audience of users on social media platforms and other advertising platforms to whom the Advertising is displayed.

2.9. "Advertising Objective" means the actions intended to be performed by users after viewing the Advertising, including, without limitation, visiting the Client's Website, sending a message, submitting a form, making a telephone call, or completing any other desired conversion.

2.10. "Advertising Schedule" means the days and times during which the Advertising is displayed to the Target Audience.

2.11. "Advertising Budget" means the funds allocated by the Client for purchasing advertising placements through advertising platforms. Unless otherwise agreed by the Parties in writing, the Advertising Budget is not included in the Contractor's service fees.

2.12. "Business Page" means a publicly accessible business profile representing a company, organization, or brand and intended for customer communication and promotion of products or services.

2.13. "Materials" means any texts, images, photographs, videos, logos, brand identity materials, contact information, documents, files, links, trademarks, information relating to products, services or brands, and any other information or materials provided by the Client to the Contractor for the purpose of providing the Services.

2.14. "Access Credentials" means usernames, passwords, invitation links, access rights, API keys, user accounts, and any other credentials or information required by the Contractor to provide the Services, including, without limitation, access to Meta Business Suite, Facebook Ads Manager, Wix accounts, domains, DNS settings, analytics services, payment systems, Business Pages, Meta Pixel, and other digital platforms.

2.15. "Technical Specification" (or "Technical Assignment") means a written description of the Website structure, functionality, design, language versions, page structure, integrations, technical requirements, and other characteristics of the work product, as agreed by the Parties in this Offer, an Additional Agreement, or written correspondence.

2.16. "Project Stage" means an individual phase of the work that produces an independent deliverable and is subject to separate review and approval by the Client.

2.17. "Revision" means any modification or correction of a previously created work product that does not alter the approved concept, structure, functionality, or Technical Specification. Any changes exceeding these limits shall constitute Additional Work.

2.18. "Revision Round" means one consolidated written communication from the Client containing the complete list of comments, requested corrections, and proposed revisions relating to a particular Project Stage.

2.19. "Additional Work" means any work, services, or tasks not expressly provided for in this Offer, the applicable Additional Agreement, or the Technical Specification, including any work resulting from changes to the Client's requirements after the commencement of the Services.

2.20. "Business Day" means any calendar day from Sunday through Thursday, excluding official public holidays and non-working days in the State of Israel, unless otherwise provided in the applicable Additional Agreement.

2.21. "Bug" means any error, defect, malfunction, or unintended behavior in software, an advertising platform, or a digital service that results in incorrect, improper, or unpredictable operation.

2.22. "Additional Agreement" means a document forming an integral part of this Offer, under which the Parties specify the particular Services, scope of work, timelines, fees, project stages, and any other project-specific terms and conditions.

2.23. Unless the context expressly requires otherwise, the definitions contained in this Section shall apply throughout this Offer, all Additional Agreements, and any other documents forming an integral part hereof.

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3. SUBJECT OF THE OFFER

3.1. Under the terms and conditions of this Offer, the Contractor shall provide the Services requested by the Client, and the Client shall accept the Services rendered and pay the applicable fees in accordance with this Offer and the relevant Additional Agreement.

3.2. The Contractor provides Services including, but not limited to:

  • website development;

  • development of landing pages and e-commerce websites;

  • website modification, maintenance, and support;

  • setup, launch, management, and optimization of advertising campaigns;

  • creation of advertising materials; and

  • provision of informational, consulting, and other digital services.

3.3. The specific scope of the Services, work deliverables, fees, project timelines, number of service hours, project stages, Technical Specification, Advertising Budget, and any other project-specific terms shall be set forth in the applicable Additional Agreement, which forms an integral part of this Offer.

3.4. This Offer applies exclusively to one project (one Website, one brand, one Business Page, one advertising account, or another specifically identified project) expressly specified in the applicable Additional Agreement. Any Services relating to other projects, brands, websites, advertising accounts, Business Pages, products, services, or other digital assets shall be subject to separate charges and shall require a separate Additional Agreement.

3.5. The Contractor shall perform only those works and provide only those Services expressly specified in this Offer, the applicable Additional Agreement, and, where applicable, the Technical Specification. Any work not expressly provided therein shall constitute Additional Work and shall be subject to separate payment by the Client.

3.6. If, after the commencement of the Services, the Client changes the Technical Specification, project objectives, Website structure, design, functionality, number of pages, language versions, integrations, Materials, advertising campaign objectives, scope of work, or any other project requirements, the Contractor shall be entitled to revise the project timeline, Service fees, and scope of the Services accordingly. Any such changes shall be agreed upon in writing.

3.7. The Contractor's use of artificial intelligence (AI) technologies, automated services, software libraries, templates, software applications, advertising platforms, frameworks, plugins, or any other professional tools shall constitute an integral part of the Contractor's workflow. Such use shall not require the Client's separate approval and shall not constitute grounds for refusing acceptance of the work results, requesting a reduction of the Service fees, or making any claim against the Contractor, provided that the delivered results comply with the terms and conditions of this Offer.

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4. PROCEDURE FOR THE PROVISION OF SERVICES

4.1. The Contractor shall provide the Services within the timeframes specified in the applicable Additional Agreement.

4.2. Unless otherwise provided in the applicable Additional Agreement, the time for performance of the Services shall commence only upon the Client's fulfillment of all of the following conditions:

  • provision of all required Materials to the Contractor;

  • provision of all required Access Credentials;

  • provision of all information necessary for the performance of the Services; and

  • receipt of payment, where advance payment is required under the applicable Additional Agreement.

4.3. Unless otherwise agreed by the Parties in writing, the Contractor shall independently determine the sequence of the Project Stages, the order of task execution, and the methods, technologies, software, online services, and tools used in providing the Services.

4.4. The Client shall appoint one authorized representative to communicate with the Contractor, provide Materials and Access Credentials, submit comments, approve the work results, and accept the Services. The Contractor shall be entitled to disregard comments, requests, or instructions received from any other person.

4.5. If the Contractor receives conflicting instructions from multiple representatives of the Client, the time for performance of the Services shall be automatically extended until the Contractor receives the Client's unified written position.

4.6. Each day of delay by the Client in providing Materials, Access Credentials, information, approvals, comments, Revisions, responses to the Contractor's inquiries, or payment shall automatically extend the performance period by the corresponding number of Business Days.

4.7. The Contractor shall have the right to suspend the provision of the Services until all required Materials, Access Credentials, information, approvals, or payments have been received. Any such suspension shall not constitute a breach of the Contractor's obligations or project deadlines.

4.8. Upon completion of the relevant work, the Contractor shall submit the work results or a report on the Services performed to the Client for review and approval in accordance with this Offer or the applicable Additional Agreement.

4.9. Within three (3) Business Days after receiving the work results, the Client shall provide the Contractor with one of the following written notices:

  • confirmation of acceptance of the work results; or

  • one consolidated written communication containing the complete list of comments and requested Revisions.

4.10. If the Client fails to submit written comments within the period specified in Clause 4.9, the relevant work results shall be deemed accepted by the Client without comments or objections.

4.11. Upon the Client's written approval of the work results or their deemed acceptance pursuant to Clause 4.10, such work results shall be considered final and accepted. Any subsequent modifications to previously approved work shall constitute Additional Work and shall be subject to separate payment unless otherwise agreed by the Parties in writing.

4.12. The Contractor shall only be obliged to perform tasks, consider comments, approvals, and Revisions that are submitted by the Client in writing. Voice messages shall not constitute a mandatory means of communication, shall not be considered a proper method of assigning tasks, submitting Revisions, or approving work results, and the Contractor may disregard them or require that they be confirmed in writing. The performance period for the Services shall commence only upon receipt of the relevant information in written form.

4.13. The primary means of communication between the Parties shall be e-mail, WhatsApp, Telegram, or any other electronic communication channels agreed upon by the Parties. Correspondence through such communication channels shall be deemed legally valid and may be used as evidence of agreement on contractual terms, assignment of tasks, transfer of Materials, provision of Access Credentials, submission of Revisions, approval of work results, and any other legally significant actions.

4.14. The Contractor may engage employees, subcontractors, consultants, translators, designers, software developers, copywriters, advertising specialists, and any other third parties in the performance of the Services without obtaining the Client's additional consent, provided that the Contractor shall remain responsible to the Client for the proper performance of the Services.

4.15. The Contractor shall not be obliged to perform work, review requests, provide consultations, consider Revisions, or respond to the Client's communications on weekends, public holidays, or other non-working days. Any such communications shall be deemed received on the next Business Day. Messages, documents, Revisions, Materials, and other communications sent by the Client after the end of the Contractor's Business Day shall likewise be deemed received on the following Business Day.

4.16. Unless otherwise provided in the applicable Additional Agreement, the Contractor shall have no obligation to create, maintain, store, or support backup copies of the Website, source code, advertising campaigns, advertising accounts, Materials, databases, files, settings, or any other work results. The Client shall be solely responsible for creating and maintaining backup copies of its own data.

4.17. Following delivery of the work results to the Client, the Contractor shall have no obligation to retain source files, backup copies, Materials, source code, design files, advertising materials, or any other work results unless otherwise provided in the applicable Additional Agreement.

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5. FEES AND PAYMENT TERMS

5.1. The fees for the Services, payment procedure, payment deadlines, the number of service hours included in the agreed fees, the Advertising Budget (where advertising services are provided), and any other financial terms shall be specified in the applicable Additional Agreement, which forms an integral part of this Offer.

5.2. Any Additional Work shall be paid for separately at the Contractor's current hourly rate or at such other fee as may be agreed upon by the Parties in writing.

5.3. Where advance payment is required under this Offer or the applicable Additional Agreement, the Contractor shall commence the provision of the Services only after receipt of such payment.

5.4. Unless otherwise agreed by the Parties in writing, the Advertising Budget shall be paid directly by the Client to the relevant advertising platform. The Advertising Budget is not included in the Contractor's service fees.

5.5. If the Client fails to make payment within the agreed time, the Contractor shall be entitled, without incurring any liability to the Client, to:

  • suspend the provision of the Services;

  • withhold delivery of the completed work results;

  • withhold Access Credentials; and

  • retain the Website, advertising campaigns, advertising accounts, source files, Materials, and any other work results until the outstanding amount has been paid in full.

5.6. Exclusive proprietary intellectual property rights to the work results shall transfer to the Client only upon full payment of the Contractor's fees. Until full payment has been received, all work results shall remain the property of the Contractor.

5.7. If, after the commencement of the Services, the Client changes the Technical Specification, project objectives, scope of work, Website structure, design, functionality, number of pages, language versions, integrations, Materials, or any other project requirements, the Contractor shall have the right to revise the Service fees accordingly. Any Additional Work shall be performed only after its scope and fees have been agreed upon by the Parties in writing.

5.8. If this Offer or the applicable Additional Agreement is terminated before completion, the Client shall pay for the Services actually performed in proportion to the completed work. Where the Client has made an advance payment, the Contractor shall refund the amount corresponding to the Services that were not actually provided, unless otherwise provided in this Offer.

5.9. Unless otherwise agreed by the Parties in writing, all bank charges, payment processing fees, international transfer fees, currency conversion charges, and any other expenses associated with transferring funds to the Contractor shall be borne by the Client.

5.10. Unless expressly provided otherwise in this Offer or the applicable Additional Agreement, all payments made by the Client shall be final and non-refundable, except for payment relating to Services that were not actually provided by the Contractor.

5.11. Unless otherwise agreed by the Parties in writing, the Contractor shall deliver the work results, Website, advertising campaigns, advertising accounts, source files, Access Credentials, Materials, backup copies, user accounts, and any other deliverables only after the Client has paid the applicable fees in full.

5.12. If the scope of the Services increases as a result of incomplete, inaccurate, or subsequently modified Materials, Access Credentials, or requirements provided by the Client after the commencement of the Services, the Contractor shall be entitled to increase the Service fees proportionately to the additional work required.

5.13. If the Client fails to pay for agreed Additional Work within thirty (30) calendar days, the Contractor shall be entitled to refuse to perform such Additional Work without incurring any liability.

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6. LIABILITY

6.1. Each Party shall be liable for the failure to perform or improper performance of its obligations under this Offer in accordance with the laws of the State of Israel, subject to the limitations of liability set forth herein.

6.2. The Contractor shall not be liable for any failure or improper performance of the Services resulting from the Client's acts or omissions, including, without limitation:

  • failure or delay in providing Materials, Access Credentials, information, or approvals;

  • provision of inaccurate, incomplete, or outdated information;

  • failure to make payment within the agreed time; or

  • modifications made by the Client or any third party to the work results, Website, advertising campaigns, advertising accounts, settings, source code, design, structure, or functionality.

6.3. The Contractor shall not be liable for the operation, availability, restrictions, algorithm changes, technical failures, updates, or discontinuation of any third-party services, platforms, or software used in providing the Services, including, without limitation, Meta, Facebook, Instagram, Wix, Google, Google Search Console, Google Analytics, Google Maps, payment systems, e-mail services, DNS services, domain name registrars, CRM systems, third-party APIs, artificial intelligence (AI) services, hosting providers, internet service providers, data centers, and any other digital platforms.

6.4. The Contractor does not guarantee that the Client will achieve any particular commercial or business results, including, without limitation, sales volume, number of leads, profit, search engine rankings, website traffic, conversion rates, advertising campaign performance, return on advertising investment, or any other business performance indicators.

6.5. The Contractor shall not be liable for the content, quality, accuracy, legality, or reliability of any Materials provided by the Client, nor for any infringement of third-party rights or violation of applicable law arising from such Materials.

6.6. The Client represents and warrants that it possesses all rights necessary to use and provide to the Contractor any texts, images, photographs, videos, logos, trademarks, musical works, and other intellectual property supplied for the provision of the Services, and the Client shall bear sole responsibility for their lawful use.

6.7. If any claims, lawsuits, demands, penalties, fines, or other liabilities are asserted against the Contractor in connection with the Materials or information provided by the Client, the Client shall independently resolve such claims and shall indemnify and hold the Contractor harmless against all documented losses, legal expenses, court costs, and other expenses incurred by the Contractor.

6.8. The Contractor's aggregate liability arising out of or relating to this Offer, regardless of the legal basis of the claim, shall in no event exceed the total amount actually paid by the Client to the Contractor under the relevant Additional Agreement. The Contractor shall not be liable for any loss of profits, loss of business, loss of revenue, loss of data, or any indirect, incidental, consequential, special, punitive, or exemplary damages.

6.9. The Contractor shall not be liable for any errors, defects, malfunctions, or improper operation of the work results arising from modifications made by the Client or any third party after delivery of the work results.

6.10. Any recommendations, advice, or opinions provided by the Contractor are for informational and consulting purposes only. The Client shall independently decide whether to implement or rely upon such recommendations and shall bear sole responsibility for any consequences arising from their use or non-use.

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7. FORCE MAJEURE

7.1. Neither Party shall be liable for any total or partial failure to perform, or for any improper performance of, its obligations under this Offer if such failure results from force majeure events arising after the conclusion of this Offer and beyond the reasonable control of the affected Party.

7.2. Force majeure events include, without limitation, war, military actions, terrorist acts, mobilization, states of emergency, civil unrest, strikes, epidemics, pandemics, natural disasters, fires, floods, earthquakes, accidents, power outages, governmental actions, sanctions, restrictions on Internet access, and any other extraordinary circumstances that the Parties could not reasonably foresee or prevent.

7.3. Force majeure events shall also include significant technical failures, Bugs, algorithm changes, restrictions, suspension, or discontinuation of digital services and platforms used in providing the Services, including, without limitation, Meta, Facebook, Instagram, Facebook Ads Manager, Meta Business Suite, Wix, domain name registrars, DNS services, payment systems, cloud services, artificial intelligence (AI) services, third-party APIs, e-mail services, internet service providers, data centers, and other technical platforms, where such circumstances objectively prevent the Contractor from providing the Services. In such cases, the Contractor shall not be liable for any extension of project deadlines, changes in advertising campaign performance, or any other consequences resulting from such circumstances.

7.4. The Party affected by a force majeure event shall notify the other Party in writing within five (5) calendar days after becoming aware of such event.

7.5. During the period of force majeure, the time for performance of the obligations under this Offer shall automatically be extended for the duration of the force majeure event and for such additional period as is reasonably necessary to resume the normal provision of the Services.

7.6. If a force majeure event continues for more than sixty (60) consecutive calendar days and renders further performance of the applicable Additional Agreement impossible, either Party may terminate the relevant Additional Agreement by providing the other Party with at least ten (10) calendar days' prior written notice.

7.7. The occurrence of a force majeure event shall not relieve the Client of its obligation to pay for the Services actually performed by the Contractor prior to the occurrence of such event.

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8. INTELLECTUAL PROPERTY

8.1. Exclusive proprietary intellectual property rights in the work results created by the Contractor in the course of providing the Services shall transfer to the Client only upon full payment of the applicable Service fees, unless otherwise provided in the relevant Additional Agreement. Until full payment has been received, all work results shall remain the exclusive property of the Contractor.

8.2. The term "work results" includes, without limitation:

  • websites;

  • design layouts;

  • source code;

  • advertising campaigns;

  • advertising creatives;

  • graphic materials;

  • texts;

  • databases;

  • analytical materials;

  • presentations; and

  • any other intellectual property created by the Contractor in the course of providing the Services.

8.3. The Contractor shall retain exclusive rights to its own methodologies, templates, libraries, software modules, frameworks, plugins, source code components, algorithms, technical solutions, automation processes, project management systems, internal developments, know-how, and any other intellectual property created by the Contractor prior to the commencement of the Services or independently of this Offer. Transfer of the work results to the Client shall not constitute a transfer of rights to such intellectual property. Nothing in this Offer shall restrict the Contractor's right to use the experience, knowledge, skills, general technical solutions, methodologies, architectural approaches, algorithms, ideas, and technologies acquired during the performance of the Services for other clients, provided that no Confidential Information is disclosed and the Client's exclusive rights are not infringed.

8.4. The Client represents and warrants that it possesses all rights necessary to use the Materials provided to the Contractor for the performance of the Services, including, without limitation, texts, photographs, images, videos, musical works, trademarks, logos, trade names, and other intellectual property, and the Client shall bear sole responsibility for the legality of their use.

8.5. The Client grants the Contractor a non-exclusive right to use the Materials solely to the extent necessary for the performance of the Services under the applicable Additional Agreement. All rights in such Materials shall remain vested in the Client or their respective lawful owners.

8.6. The Contractor shall have the right to use the Client's name, logo, links to the completed Website, screenshots, images, advertising materials, advertising creatives, design elements, project description, and any other work results created in the course of providing the Services solely as examples of completed projects (portfolio), as well as in the Contractor's advertising, marketing, and informational materials, commercial proposals, presentations, on the Contractor's official website, social media pages, and other online resources owned or operated by the Contractor, unless otherwise agreed by the Parties in writing. In doing so, the Contractor shall not disclose the Client's Confidential Information.

8.7. The Contractor may place a technical hyperlink, logo, or textual reference identifying the Contractor in the footer of the Website developed for the Client. The Client may request the removal of such reference after full payment of the applicable Service fees, unless otherwise provided in the relevant Additional Agreement.

8.8. Where the Services involve the use of third-party intellectual property (including, without limitation, images, fonts, plugins, libraries, software, online services, AI tools, or other materials), the rights to such intellectual property shall be governed by the terms and conditions of the respective rights holders, and such intellectual property shall be used in accordance with the applicable licenses.

8.9. Where the provision of the Services requires the purchase of licenses, paid fonts, images, plugins, software, subscriptions, AI services, or any other third-party intellectual property, the cost of acquiring such items shall be borne by the Client unless otherwise provided in the applicable Additional Agreement.

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9. CONFIDENTIALITY

9.1. The Parties undertake to keep confidential all information received from one another in connection with the conclusion and performance of this Offer and the applicable Additional Agreement, except for information that:

  • is publicly available;

  • has been lawfully obtained from a third party without any obligation of confidentiality; or

  • is required to be disclosed pursuant to applicable law or a final and binding decision of a competent governmental authority or court.

9.2. Confidential Information includes, without limitation:

  • commercial information;

  • financial information;

  • technical documentation;

  • the Technical Specification;

  • Materials;

  • Access Credentials;

  • source code;

  • passwords;

  • advertising account data;

  • analytics data;

  • databases;

  • customer information;

  • business processes;

  • marketing and promotion strategies;

  • terms of cooperation; and

  • any other information designated by either Party as confidential or which, by its nature, should reasonably be considered confidential.

9.3. Each Party shall use Confidential Information solely for the purposes of performing this Offer and the applicable Additional Agreement and shall not disclose such information to any third party without the prior written consent of the other Party, except as expressly permitted by this Offer or required by applicable law.

9.4. The Contractor may disclose Confidential Information to its employees, subcontractors, consultants, and other persons engaged in the performance of the Services only to the extent necessary for providing the Services, provided that such persons are bound by confidentiality obligations.

9.5. The obligations set forth in this Section shall remain in force for five (5) years following the termination of the applicable Additional Agreement unless a longer period is required by applicable law or agreed upon by the Parties in writing.

9.6. The Contractor shall implement reasonable organizational and technical measures to protect the Client's Confidential Information. However, the Contractor shall not be liable for any loss or disclosure of such information resulting from:

  • the Client's acts or omissions;

  • unlawful acts of third parties;

  • hacking or unauthorized access to information systems not under the Contractor's control;

  • force majeure events; or

  • failures or malfunctions of third-party services used in providing the Services.

9.7. The Client shall not disclose to any third party the Contractor's commercial proposals, methodologies, pricing calculations, document templates, internal processes, technical solutions, source code, marketing strategies, or any other proprietary materials unless otherwise agreed by the Parties in writing.

9.8. Nothing in this Section shall restrict the Contractor's right to use the work results as provided in the Intellectual Property section of this Offer, including the use of publicly available information about the project in the Contractor's portfolio, provided that the Client's Confidential Information is not disclosed.

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10. TERM OF THE OFFER, AMENDMENTS, AND TERMINATION

10.1. This Offer shall become effective upon its publication by the Contractor on the relevant online resource and shall remain valid indefinitely until withdrawn or replaced by a revised version.

10.2. With respect to each Client, this Offer shall become binding upon Acceptance and shall remain in effect until the Parties have fully performed their obligations under the applicable Additional Agreement, unless otherwise provided in this Offer or by the laws of the State of Israel.

10.3. The Contractor may amend the terms of this Offer or publish a revised version at any time by posting it on the relevant online resource. Such amendments shall apply only to Additional Agreements concluded after the effective date of the revised Offer unless the Contractor expressly provides otherwise.

10.4. The version of the Offer in force at the time of the Client's Acceptance shall govern the relationship between the Parties under the applicable Additional Agreement until all obligations have been fulfilled, unless the Parties agree in writing to apply a revised version of the Offer.

10.5. Either Party may terminate the applicable Additional Agreement in the cases provided for by this Offer, the applicable Additional Agreement, or the laws of the State of Israel by giving the other Party at least ten (10) calendar days' prior written notice, unless another notice period is expressly provided herein or in the applicable Additional Agreement.

10.6. Termination of the applicable Additional Agreement shall not relieve the Client of its obligation to pay for the Services actually performed by the Contractor prior to termination, nor shall it affect any provisions of this Offer that by their nature are intended to survive termination, including provisions relating to payment, intellectual property, confidentiality, liability, and dispute resolution.

10.7. The Contractor may unilaterally terminate the applicable Additional Agreement in the event of a material breach by the Client of this Offer or the applicable Additional Agreement, including, without limitation:

  • failure to make payment within the agreed time;

  • refusal to provide Materials or Access Credentials;

  • provision of false or misleading information;

  • infringement of the Contractor's intellectual property rights; or

  • abusive, threatening, or bad-faith conduct toward the Contractor or persons engaged by the Contractor.

10.8. Upon termination of the applicable Additional Agreement, the Contractor shall deliver to the Client the work results for which intellectual property rights have transferred to the Client in accordance with this Offer, provided that the Client has paid the applicable Service fees in full.

10.9. The withdrawal, amendment, or publication of a revised version of this Offer shall not affect the rights and obligations of the Parties under Additional Agreements concluded before the effective date of such withdrawal or amendment unless otherwise agreed by the Parties in writing.

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11. FINAL PROVISIONS

11.1. This Offer, the applicable Additional Agreement, the Technical Specification (if any), and any other documents expressly referred to therein constitute the entire agreement between the Contractor and the Client with respect to the relevant Services and supersede all prior negotiations, discussions, correspondence, understandings, and agreements relating to the subject matter thereof.

11.2. If any provision of this Offer is held to be invalid, illegal, or unenforceable, in whole or in part, such invalidity, illegality, or unenforceability shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.

11.3. Any matters not expressly governed by this Offer or the applicable Additional Agreement shall be governed by the laws of the State of Israel.

11.4. The Parties shall use their best efforts to resolve amicably through negotiations any disputes, controversies, or claims arising out of or in connection with this Offer or the applicable Additional Agreement. If the Parties fail to reach a settlement within thirty (30) calendar days from the receipt of a written claim, the dispute shall be submitted to the competent court of the State of Israel having jurisdiction over the Contractor's registered place of business, unless exclusive jurisdiction is otherwise prescribed by the laws of the State of Israel.

11.5. All notices, requests, approvals, claims, invoices, certificates of completion, Additional Agreements, Technical Specifications, and any other documents may be exchanged by e-mail, WhatsApp, Telegram, or any other electronic communication channels agreed upon by the Parties. Such communications shall be deemed legally valid and binding, provided that they allow the sender and the content of the communication to be reliably identified.

11.6. The Contractor may use electronic document management systems, electronic signature services, and any other legally recognized digital signature technologies, provided that such use is permitted under applicable law.

11.7. Prior to Acceptance of this Offer, the Client confirms that it has:

  • read this Offer in full;

  • understood all of its terms and conditions;

  • had the opportunity to ask the Contractor any questions regarding this Offer;

  • accepted the terms of this Offer voluntarily and without any reservations; and

  • possesses the legal capacity and authority required to enter into the applicable Additional Agreement.

11.8. Acceptance of this Offer constitutes the Client's full, unconditional, and irrevocable agreement to all terms and conditions of this Offer and the applicable Additional Agreement.

11.9. The following documents form an integral part of this Offer:

  • the applicable Additional Agreement;

  • the Technical Specification (if any);

  • invoices (where applicable); and

  • any other documents expressly referred to in this Offer or the applicable Additional Agreement.

11.10. Language of the Offer

If this Offer is prepared in two or more languages, and any inconsistency or discrepancy arises between the language versions, the version designated by the Contractor as the governing version shall prevail.

11.11. Contractor's Details

Iliia Svidler

IBAN: IL41 0110 4200 0019 3480 206

Bank: Discount Bank (11)

Branch No.: 42

Account No.: 193480206

ID No.: 346984115

E-mail: info@kinolife.agency

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