Contract-offer

Proposal for the provision of services for participation in virtual exhibitions and the placement of promotional materials on the website Online-Expo

The present document is the official proposal of the Online Expos (Cyprus) Ltd, hereinafter referred to as the "Company", represented by its Director Spartakos Kalanidis, acting on the basis of the Articles of Association, to interested parties, hereinafter referred to as the "Client", which accept the present proposal, in relation to the provision of services for remuneration by the Company to the Client under the terms of this proposal.

1. GENERAL PROVISIONS

1.1. This document is a public proposal of the Limited Liability Company «Online Expos (Cyprus)», acting in the capacity as the owner of Internet domain: www.online-expo.com

1.2. This document in accordance with Section 2 of Contract Law, Cap 149 of the Republic of Cyprus is a proposal to enter into a legally binding agreement (hereinafter referred to as the "Contract");

1.3. In accordance with Section 8 of Contract Law, Cap 149 of the Republic of Cyprus, payment for the Services means acceptance of this proposal. From the moment of acceptance of the proposal, the Contract for the provision of services for participation in virtual exhibitions and the placement of promotional materials is considered to be concluded on the terms of this proposal;

1.4. In connection with the above mentioned, we advise you to carefully read the text of this proposal. The application for the provision of the Company's services by the Client serves as proof to the acceptance, that is, the Client's agreement with this proposal under the following conditions:

2. DEFINITIONS

Website – shall mean an Internet website www.online-expo.com, maintained by the Company, where the advertising materials of the Client will be placed;

Parties – shall collectively mean both the Company and the Client;

Services – shall mean information services provided by the Company on the Website in accordance with the provisions of this Contract;

Promotional materials – shall mean photo and video materials, text information, other files containing, illustrations, inscriptions or other information, in the amount not exceeding 500 (five hundred) megabytes, unless the public reproduction of the said materials is prohibited by the legislation in force of the Republic of Cyprus;

Virtual Stand – shall mean a place on the Website for posting Promotional materials;

Placement of Promotion materials – shall mean the presence of the Client's promotional materials on the Company’s Website (in the relevant exhibition / topic of the Website) within the agreed period of time (time of placement) for public inspection of them by third parties;

Granting access to the placement - actions of the Company in connection with the publication of Customer’s Promotional materials on the Company’s website in accordance with the exhibition chosen by the former.

3. SUBJECT OF THE AGREEMENT AND OBLIGATIONS OF THE PARTIES

3.1. The Company undertakes:

3.1.1. to provide the Client access to the placement of the Promotional materials on the Website in accordance with the terms of this Contract;

3.1.2. upon finishing the initial registration stage, to provide the Client with access to the Website Service in the private cabinet;

3.1.3. upon request of the Client to provide him with the original invoice or the certificate of work performed;

3.1.4. to immediately notify the Client of the existence of conditions that prevent the placement of Promotional materials;

3.1.5. to preserve the confidentiality of information representing commercial secrets, which became known to him in connection with the provision of the Services;

3.2. The Client undertakes:

3.2.1. during the registration process on the Website, to provide reliable information about Client’s details, products and services;

3.2.2. upon completion of the online registration process, it is up to the Client to freely determine the exhibition (subject theme) on which the Promotion materials will be posted;

3.2.3. to place Promotion materials that comply with the requirements of the current legislation of the Republic of Cyprus.

3.2.4. to bear full responsibility, if the Promotion materials placed on the Website violate the requirements of the current legislation of the Republic of Cyprus;

3.2.5. not to admit third parties to use the Services on the Website;

3.2.6. to pay for services provided by the Company in accordance with the terms of this Contract;

3.2.7. to sign the documents (work completion certificates) submitted by the Company within 5 (five) business days from the moment of their receipt. In the event that within 5 (five) business days the Client does not sign the work completion certificate and does not provide a justified refusal to sign them, the Services are deemed to be performed in full, without claims for the volume, quality and terms of the Services. After the expiration of the period specified above, no claims regarding shortcomings of services, including claims in relation to quantity (volume) and quality, are accepted;

3.2.8. to ensure the credibility for the contents of Promotion materials, which are submitted to the Company, and their compliance with the legislation of the Republic of Cyprus;

3.2.9. at its own expense to defend the Company and hold it harmless against any claims, suits or other proceedings, if the Promotion materials violate the legislation of the Republic of Cyprus, or in case of unauthorized use of trademarks, protective signs, company marks, company names and their logos;

3.2.10. to immediately notify the Company about the loss of access to the Website’s Services provided by the Company;

3.2.11. not to use programs and other tools that may impact the functionality of the Website;

3.2.12. to follow and obey the requirements of the Company, which are aimed at ensuring the security of access to the Website Service;

3.3. In the event that the content of the Promotion materials do not correspond to the current legislation of the Republic of Cyprus, or in its technical or aesthetic characteristics do not correspond to the format of the Website, the Company is entitled not to accept and refuse to place Promotional materials, providing the Client a prior notification.

4. PRICE AND PAYMENT TERMS

4.1 The costs for the Services under this Contract are specified in Client’s private cabinet on the Website;

4.2. Services are provided to the Client under the condition of 100% (one hundred percent) advance payment. Payment for the Services may either be effected:

4.2.1. on the grounds of the Company’s invoice submitted to the Client via Client’s private cabinet on the Website;

4.2.2. through Client’s private cabinet on the Website by means of funds transfer to the Company’s account via electronic payment system;

4.2.3. through the Client’s private cabinet by means of exchanging payment coupons issued by the Company to the Client.

4.3. The payment coupons issued by the Сompany may also be used for payments for other goods or services available on the Website.

5. SCOPE OF SERVICES

5.1. The Client performs registration on the Website, providing all the necessary information;

5.2. Upon completion of registration, the Client forms his Virtual Stand. The Virtual Stand must be formed in accordance with the established requirements for the placement of information and advertising materials, with obligatory indication of the exhibition (subject theme) in connection with the subsequent placement.

5.3. When the Client has finished forming the Virtual Stand, he determines the method of payment in accordance with the terms of this Contract and within the period of 10 (ten) days transfers the funds to the Company’s account;

5.4. The Company within 3 (three) days from the moment the payment has been received on the Company’s account, grants the Client access to the placement of his Virtual Stand (Promotion materials) on the Website and provides additional information about the available service for managing the placed Promotion materials;

5.5. During the period mentioned in Article 5.4. of this Contract, the Company examines the Client's Virtual Stand. If it is determined that the Promotion materials violate the legislation of Republic of Cyprus, the Company may request the Client to amend the Promotion materials. In the event the Client does not eliminate the violation, the Company is entitled to terminate the Contract. In this case the fees paid for the Services are non-refundable;

5.6. This proposal in accordance with its terms shall become a legally binding Contract when the Client has paid the Company’s invoice and the funds are credited to the Company’s account;

5.7. Upon completion of the Services, the Company within 10 (ten) calendar days shall draft the Work Completion Certificate for the Services rendered under this Contract;

5.8. It is considered that the Services have been rendered properly and in full, if within 20 (twenty) days from the moment the Company has forwarded the Work Completion Certificate to the Client’s registered postal address (indicated in the Client’s private cabinet on the Website) has not received a Client’s written claim;

5.9. In the absence of a claim, the Work Completion Certificate is deemed to be signed and the Services rendered in full and in proper manner.

6. LIABILITY OF THE PARTIES

6.1. For failure to perform or improper performance of obligations under this Contract, the guilty Party is liable under the current legislation of the Republic of Cyprus;

6.2. The Company is not responsible for the inaccessibility of the Website due to technical and (or) other reasons beyond its control. The Company shall email the Client an electronical notification about the inaccessibility of the Website and shall facilitate the resolution of the issue of restoring the operation of the Website as soon as possible;

6.3. The obligations of the Company under the Contract are considered fulfilled from the moment the Promotion material placement term for the Client’s chosen theme of the exhibition has expired;

6.4. Under no circumstances shall the Company be liable under the Contract for:

6.4.1. any acts or omissions that are a direct or indirect result of acts or omissions of any third parties;

6.4.2. any indirect losses or lost profits of the Client or third parties, regardless of whether the Company could have foreseen the possibility of such losses or not;

6.4.3. use (impossibility of use) and any consequences of the use (impossibility of using) by the Customer of the chosen form of payment for the Services under the proposal/ Contract;

6.5. The Company's total liability under the Contract for any claim or claim with respect to the Contract or its performance, is limited to the amount of payment paid to the Company by the Client pursuant to the terms of this Contract.

7. FORCE MAJEURE

7.1. Neither Party shall be considered to be in default of its contractual obligations if the fulfilment of such obligations is prevented by any Force Majeure event which arises after the date of signature of the Contract (acceptance of the proposal) by both Parties;

7.2. For the purposes of this Article, the term “Force Majeure” shall mean acts of God (including, but not necessarily limited to: lightning, earthquakes, fires, floods and other natural catastrophes), strikes, lock-outs or other industrial disturbances, hostilities, wars (whether declared or not), blockades, insurrection, riots, civil disturbances, explosions and any other similar unforeseeable events which are beyond the control of the Parties and cannot be overcome by due diligence by either Party.

7.3. If a Party to this Contract invokes the occurrence of Force Majeure, it shall be obliged, within twenty days of the occurrence of the events constituting the Force Majeure, to report these in writing and to present, if required, the necessary evidence to the other Party;

7.4 If, within the above deadline, the affected Party does not report the events and does not present the necessary evidence, then it shall be deprived of the right to invoke the existence of Force Majeure.

8. TERM AND TERMINATION

8.1. This Contract will enter into force at the time of its publication on the website, as well as upon the signature of the Contract by both Parties (acceptance of the proposal), and shall continue in full force and effect until complete fulfillment of all obligations undertaken by the Parties under this Contract;

8.2. Should either Party hereto be in breach of a provision of the Contract, the other Party may without prejudice to any other rights give notice in writing to the defaulting Party to remedy such breach within thirty (30) days of the date of receipt of such notice or within such longer period as is, in the circumstances, reasonably required to remedy such breach;

8.3. Should the Party receiving notice as set out in Article 8.2. hereof, fail to take reasonable action to comply with any such notice, or to justify its actions within thirty (30) days after the receipt of such notice, or within such longer period of time as may be reasonably necessary to comply with such notice or justify such actions, the Party giving notice as aforesaid shall be entitled without prejudice to any other rights or remedies it may have under the Contract to cancel the Contract by giving notice in writing thereof;

8.4. Either Party may terminate this Contract at any time, with or without cause, by giving the other Party 30 (thirty) days prior written notice to terminate. In this case the fees paid for the Services are non-refundable;

8.5. The proposal of the Company is effective from the moment of its publication on the Website and is valid until the Company withdraws the proposal;

8.6. The Company reserves the right to amend the conditions of the proposal or withdraw the proposal at its own discretion pursuant to the legislation in force of Republic of Cyprus;

8.7. In the event that the Company amends this proposal, such amendments shall take effect from the moment of their publication on the Website, unless another period of entry into force of the amendments is determined upon publishing the latter;

8.8. In the event the Company amends this proposal, the Company notifies the Client about such amendments by e-mail (or other electronic form, which must be indicated by the Client upon registration or application for advertising services) not later than 10 (ten) calendar days before the amendments come into effect in the following cases:

8.8.1. increase/decrease in Service prices;

8.8.2. if such changes entail the inability to provide the Promotion materials by the Customer in compliance with the requirements and provisions of the proposal, which is valid until the relevant amendments are made.

9. DISPUTE RESOLUTION

9.1. In the event of a dispute arising under or related to this Contract, the Parties shall in good faith attempt to reach an amicable settlement;

9.2. Failing such a settlement within 30 (thirty) calendar days, from receipt of a notice stating the cause of the dispute, the dispute shall be exclusively and irrevocably adjudicated pursuant to the applicable laws of the Courts of Cyprus.

10. CONFIDENTIALITY AND NON-DISCLOSURE

Definition of Confidential Information

10.1. In this Contract "Confidential Information" means information in any form whatsoever, whether oral, documentary, magnetic, electronic, graphic, digitised or otherwise, including without limitation information relating to marketing methods, sales methods, patents, trademarks, registered and unregistered drawing rights, design rights, copyright formulations, engineering drawings, specifications, data, know-how, inventions, models, sample components, formulae, manufacturing methods, analytical and quality control methods, sales data, anticipated sales volumes, information relating to potential or actual customers, business structure, assets, liabilities, operations, budgets, strategies and general financial information as may be disclosed directly or indirectly from one Party to the other;

10.2. Each party undertakes for the time of the Contract and for 1 (one) year period after the term of the Contract to keep strictly confidential the Confidential information and to protect the said information with the same degree of protection with witch their own confidential information is treated, as well as not to make copies or take extracts from received Confidential information;

Exceptions

10.3. Notwithstanding the provisions of Article 10.1. and 10.2. of the Contract, the Parties may communicate the Confidential Information for which they are able to provide proof:

  1. that this was available to the general public prior to its communication, or subsequent thereto, provided no negligence may be attributed to it;
  2. that it was legally received from a third party;
  3. that it was already in its possession prior to the execution of the Contract;
  4. that it was disclosed pursuant to a legal or regulatory requirement, if and to the extent legally compelling. In such case, the Party being subject to the requirement of disclosure will immediately inform the other Party of the required disclosure, the specific information to be disclosed, and the identity of the receiver.

Return of information

10.4. Each receiving Party shall promptly upon request by the disclosing Party at any time return all copies of the Confidential Information disclosed to it together with all copies and extracts made or, at the option of the disclosing Party, destroy such information and provide confirmation of such destruction.

11. FINAL PROVISIONS

11.1. This Contract and its appendices shall not be varied, altered, modified, cancelled, changed, or in any way amended except by mutual agreement of the Parties in a written instrument executed by the Parties hereto or their legal representatives;

11.2. The Contract reflects the entirety of the undertaking made by the Parties within the context set forth in the recital. It cancels and replaces any written or oral agreements relating to the subject matter hereof, entered into by the Parties prior to its signature (acceptance of a proposal);
11.3. In this Contract the expressions the Company and the Client shall mean and include their successors or permitted assignees or the person deriving title under them;
11.4. Unless otherwise herein provided, any notices between the Parties shall be in writing and shall be deemed to have been delivered and properly served 14 (fourteen) days after the date of posting thereof by certified registered express mail to the addresses of the Parties or after the date upon which such notice is delivered in person to the authorized representative of each of the Parties, or within 24 (twenty four) hours of the time the same is sent by fax or by e-mail;

11.5. The headings in this Contract are inserted for purposes of convenience and reference and in no event shall define, restrict or describe the scope or object of the Contract or of any of its clauses;


11.6. In the event any of the terms and conditions of this Contract shall be held to be unenforceable, the remaining terms and conditions shall be unimpaired and the unenforceable term or condition shall be replaced by such enforceable term or condition as comes closest to the intention underlying the unenforceable term or condition;
11.7. Parties to this Contract agree that the Contract is governed by and shall be construed in accordance with the laws of the Republic of Cyprus.