Effective Date: 06.11.2024
This Extended Contract (the “Contract”) is a public offer made by TESOFT LTD (the “Company”), a company registered in England and Wales with Company Number 16064653, having its registered office at Suite 13093, 43 Bedford Street, London WC2E 9HA, England, United Kingdom, to any individual or legal entity (the “Client”) wishing to use the Company’s services (the “Services”) provided through the website www.tesoft.uk (the “Website”).
By accessing or using the Website and Services, the Client accepts and agrees to be bound by the terms and conditions of this Contract.
1. Definitions
• Client/User/You: Any individual or legal entity that accepts this Contract and uses the Services provided by the Company.
• Personal Account: A secure section of the Website accessible to the Client, containing information about orders, their status, and cost.
• Act of Completed Work: A document confirming the completion of Services, which is signed by the Client using a Digital Password.
• Digital Password: A unique code sent to the Client via Telegram for the purpose of signing the Act of Completed Work.
• Services: All services provided by the Company, including software development based on Telegram API technology.
• Confidential Information: All information that becomes known to the Company in the process of providing Services about the Client, including personal data, technical tasks, software, internet links, logins, and passwords.
• NDA: Non-Disclosure Agreement or trade secret agreement governing the confidentiality obligations between the Parties.
2. Subject of the Contract
2.1. The Company agrees to provide the Services to the Client, and the Client agrees to accept and pay for the Services under the terms of this Contract.
2.2. The specific scope, specifications, and timelines of the Services shall be agreed upon between the Company and the Client and reflected in the Client’s Personal Account or in separate written communications.
3. Acceptance of the Contract
3.1. This Contract is considered accepted by the Client from the moment the Client registers on the Website, places an order for the Services, or otherwise indicates acceptance, whichever occurs first.
3.2. The Contract is publicly accessible on the Website and may be updated by the Company from time to time. The Client is responsible for reviewing the Contract periodically for any changes.
4. Description of Services
4.1. Software DevelopmentThe Company provides software development services based on Telegram API technology, tailored to the individual needs of each Client.4.2. Technologies and Integrations
• Telegram API: Utilization of the official API to ensure stable and secure operation of applications. • Third-Party Integrations: Ability to integrate with various services and platforms upon the Client’s request.
4.3. Additional Services
• Technical Support: Provision of support after project completion. • Updates and Enhancements: Option to implement changes and improvements as agreed with the Client. • Consultations: Offering expert advice on the use and integration of Telegram API.
5. Registration and Account Management
5.1. Registration: To access the Services, the Client must create a Personal Account by providing accurate and up-to-date information.
5.2. Account Security: The Client is responsible for maintaining the confidentiality of their account credentials and for all activities that occur under their account.
5.3. Security Breach Notification: In case of unauthorized use of the Client’s account, the Client must immediately notify the Company.
5.4. Access Suspension or Termination: The Company reserves the right to suspend or terminate the Client’s access to the Services if the Client violates any terms of this Contract.
6. Ordering and Payment Procedures
6.1. Placing an Order: Orders are placed through the Personal Account on the Website or by directly contacting the Company using the contact information provided.
6.2. Order Confirmation: Upon receiving an order, the Company will contact the Client to confirm details and agree on terms.
6.3. Act of Completed Work: After completing the Services, the Company will provide the Client with an Act of Completed Work for signing.
6.4. Signing the Act: The Act is signed using a Digital Password sent to the Client via Telegram.
6.5. Payment Terms: (See Section 10. Payment Terms for detailed payment conditions.)
6.6. Non-Payment Consequences: In case of non-payment for Services rendered within 7 calendar days from the date of notification of work completion, the Company reserves the right to suspend the provision of Services and block the operation of the software that was serviced or created.
7. Digital Password and Signature
7.1. The Digital Password serves to confirm the Client’s identity and acceptance of the completed Services.7.2. The Client must keep the Digital Password secure and not disclose it to third parties.7.3. The Company is not liable for any consequences arising from unauthorized use of the Digital Password.
8. Intellectual Property Rights
8.1. Ownership Prior to Payment: All intellectual property rights to the developed software remain with the Company until full payment is received.
8.2. Transfer of Rights: Upon full payment, all rights to the software developed specifically for the Client are transferred to the Client, except for third-party components used under their respective licenses.
8.3. License Grant: The Client receives a non-exclusive, perpetual license to use the software as intended.
8.4. Usage Restrictions: The Client shall not reproduce, distribute, or use the software for purposes not agreed upon without the Company’s written consent.
9. Confidentiality and Non-Disclosure
9.1. Confidential Information: All information that becomes known to the Company in the process of providing Services about the Client, including personal data, technical tasks, software, internet links, logins, and passwords, is considered Confidential Information and contains commercial secrets.9.2. Non-Disclosure Agreement (NDA): This Contract is subject to the terms of the NDA or trade secret agreement. Both Parties agree to keep confidential the Confidential Information and commercial secrets that become known to them in connection with fulfilling the terms of this Contract.9.3. Obligations of the Parties: The Parties undertake not to disclose the Confidential Information and commercial secrets of the other Party and not to use the relevant information for their own interests or the interests of third parties.9.4. Exceptions: The confidentiality obligations do not apply to information that is publicly available or was already known to the receiving Party before disclosure.
10. Payment Terms
10.1. Payment Upon Completion: Payment is accepted only for completed work.10.2. Currencies Accepted: Payment is accepted in GBP, EUR, and USD.10.3. Payment Source: Payments are accepted only from the individual or entity in whose name the order is registered.10.4. Payment Amount: The payment amount is recorded in the Client’s Personal Account on the Website.10.5. Payment Recipient: The recipient of payments is TESOFT LTD.10.6. Payment Methods: Payment is accepted via bank cards and non-cash transfer by IBAN account number through SWIFT, SEPA, or ACH (for the USA).10.7. Verification Before Payment: Payment is accepted only after the Client has checked the Services provided for completeness and quality.10.8. Payment Access: Payment is available only through the Client’s Personal Account.10.9. Signing the Act: Before payment, the Client must sign the “Acceptance Certificate for Services Rendered” in their Personal Account on the Website.10.10. Non-Payment Consequences: In case of non-payment for Services rendered within 7 calendar days from the date of notification of work completion, the Company reserves the right to suspend the provision of Services and block the operation of the software that was serviced or created.
11. Refund Policy
11.1. No Refunds for Completed Services: Since payment is accepted only upon the provision of Services, refunds for Services rendered are not possible.
11.2. Exceptions for Refunds: Refunds are valid in the following cases:
• Force Majeure: In case of force majeure events, with supporting evidence. The final decision is made by the director of TESOFT LTD and is not binding.
• Fraudulent or Erroneous Payment: In case of fraudulent or erroneous payment.
11.3. Refund Method: Refunds are made using the same method used to make the payment.
11.4. Payment Recipient: Refunds are made exclusively to the same individual or entity from which the payment was received.
11.5. Refund Timeline: The refund is processed within 30 calendar days from the date of the payer’s request.
12. Cookie Policy
12.1. The Company uses cookies to enhance the functionality of the Website and improve user experience.
12.2. Detailed information on cookie usage is available in the Company’s Privacy Policy.
13. Liability and Disclaimers
13.1. Service Availability: The Company is not responsible for the unavailability of Telegram services or the operation of the Telegram API.
13.2. Quality Assurance: While the Company strives to provide high-quality Services, it does not guarantee that the Services will meet all the Client’s expectations.
13.3. Limitation of Liability: The Company’s maximum liability is limited to the amount paid by the Client for the relevant Services.
13.4. Indirect Damages: The Company is not liable for indirect, incidental, or consequential damages arising from the use of the software.
13.5. Third-Party Actions: The Company is not responsible for actions of third parties, including service providers or partners.
13.6. Force Majeure: The Company is not liable for delays or failures due to events beyond its control, such as natural disasters, wars, or pandemics.13.7. No clauses of this agreement may contradict the fact that the work on the part of TESOFT LTD must be performed competently, efficiently, within the established time frame and must comply with the technical specifications.
14. Warranties and Representations
14.1. No Warranties: Services are provided “as is” without any express or implied warranties.
14.2. Legal Compliance: The Company does not guarantee that the Services comply with the laws of the Client’s jurisdiction.
14.3. Information Accuracy: While efforts are made to provide accurate information, the Company is not responsible for errors or omissions on the Website.
15. Client’s Obligations
15.1. Lawful Use: The Client agrees to use the Services in compliance with applicable UK and EU laws.
15.2. Prohibited Activities: The Client shall not use the Services to create software that violates laws or is intended for illegal purposes.
15.3. Sanctioned Countries: The Client confirms they are not a resident of a sanctioned country and will not use the Services for such countries.
15.4. Respect for Third-Party Rights: The Client agrees not to infringe on the intellectual property rights or other rights of third parties.
15.5. Accurate Information: The Client must provide accurate and up-to-date information when using the Website and Services.
16. Termination of Contract
16.1. By the Client: The Client may terminate the Contract at any time by notifying the Company.16.2. By the Company: The Company may terminate the Contract if the Client violates any terms.16.3. Consequences of Termination:
• Payment Obligation: The Client must pay for all Services rendered up to the termination date.
• License Termination: All rights and licenses granted to the Client terminate upon termination.
• Service Suspension: The Company reserves the right to suspend the provision of Services and block the operation of the software that was serviced or created in case of non-payment.
16.4. Survival of Terms: Provisions relating to intellectual property, liability limitations, confidentiality, and dispute resolution survive termination.
17. Dispute Resolution
17.1. Governing Law: This Contract is governed by the laws of England and Wales.
17.2. Jurisdiction: Disputes are subject to the exclusive jurisdiction of the courts of England and Wales.
17.3. Negotiation: Parties agree to attempt to resolve disputes amicably through negotiation before resorting to legal action.
17.4. Arbitration: Disputes may be referred to arbitration by mutual agreement, following the rules of the Chartered Institute of Arbitrators.
18. Miscellaneous Provisions
8.1. Severability: If any provision is found invalid, the remaining provisions remain in effect.
18.2. No Waiver: Failure to enforce any provision does not constitute a waiver of rights.
18.3. Assignment: The Client may not assign rights or obligations without the Company’s written consent.
18.4. Entire Agreement: This Contract constitutes the entire agreement between the parties and supersedes prior agreements.
18.5. Language: This Contract may be provided in multiple languages. In case of discrepancies, the English version prevails.
18.6. Amendments: Any amendments to this Contract must be in writing and signed by both parties.
19. Third-Party Links and Services
19.1. Third-Party Integrations: The Services may include integrations with third-party services for which the Company is not responsible.
19.2. External Links: The Website may contain links to external sites not controlled by the Company. The Company is not responsible for their content or practices.
19.3. Use of Third-Party Components: Software may include third-party components used under their respective licenses.
20. Security
20.1. Company Measures: The Company implements reasonable security measures to protect data.
20.2. Client Responsibilities: The Client must not engage in activities that compromise the security of the Website or Services.
21. Communications
21.1. Notices: All communications will be provided via email, the Website, or other reasonable means.
21.2. Consent to Electronic Communications: By using the Services, the Client consents to receive electronic communications from the Company.
22. Feedback and Suggestions
22.1. Voluntary Submissions: Any feedback provided by the Client is voluntary.
22.2. Usage Rights: The Company may use feedback without obligation to the Client.
23. Acceptance of Policies
23.1. Privacy Policy: By using the Website and Services, the Client agrees to the Company’s Privacy Policy.
23.2. Other Policies: The Client also agrees to other policies posted on the Website, which may be updated periodically.
24. Contact Information
If you have any questions or suggestions regarding this Contract, please contact us: • Company Name: TESOFT LTD • Company Registration Number: 16064653 • Address: Suite 13093, 43 Bedford Street, London WC2E 9HA, England, United Kingdom • Email: office@tesoft.uk • Phone: +44 7488 848580 • Website: www.tesoft.uk