AGREEMENT FOR THE PROVISION OF SERVICES IN THE FIELD OF INFORMATIZATION AND PHOTOGRAPHY
[City], [Date of Conclusion]
[Customer], hereinafter referred to as the “Customer”, represented by [Position, Full Name], acting on the basis of [Basis of Authority], on the one hand, and [Contractor], hereinafter referred to as the “Contractor”, acting on the basis of [Basis of Authority], on the other hand, collectively referred to as the “Parties”, have entered into this agreement, hereinafter referred to as the “Agreement”, as follows:
1. Subject of the Agreement
1.1. In accordance with the terms and conditions set forth in the Agreement, the Contractor undertakes to provide the Customer with services in the field of informatization and photography, the detailed list of which is established and agreed upon by the Parties in the Annex to this Agreement, and the Customer undertakes to pay for and accept them.
1.2. The Contractor undertakes to provide the Customer with services in the field of informatization and photography (hereinafter referred to as the “services”):
– The list of services is specified in the Annex to this Agreement, which serves as a technical specification and an integral part of this Agreement.
1.3. The provision of services is divided into stages in accordance with the technical specifications set by the Customer. Each stage of work is performed by the Contractor within the deadlines agreed with the Customer. The sequence of stages is agreed upon between the Customer and the Contractor in writing.
2. Terms and Definitions
2.1. “Spherical 3D Panorama” – a photograph with a 360°x180° coverage, enabling the creation of a sense of presence.
2.2. “Virtual Tour” – a collection of spherical 3D panoramas linked together through web programming with navigational links.
3. Rights and Obligations of the Parties
3.1. The Customer shall:
3.1.1. Assist the Contractor in fulfilling its obligations under the Agreement by providing the necessary information to the Contractor’s email address [Contractor’s Email Address]. The Customer’s email address for correspondence is [Customer’s Email Address].
3.1.2. Provide the Contractor with the opportunity and conditions to conduct photography of the object for which spherical 3D panoramas/virtual tours are being created.
3.1.3. Pay for the Contractor’s services for the creation of spherical 3D panoramas/virtual tours in accordance with the invoice by transferring funds to the bank account.
3.1.4. In case of refusal to create spherical 3D panoramas/virtual tours, notify the Contractor of its decision before the start of photography of the object for the creation of spherical 3D panoramas/virtual tours.
3.2. The Contractor shall:
3.2.1. Prior to the conclusion of the Agreement, provide the Customer with necessary and accurate information about the proposed service, its types and features, the price of the Agreement, and the payment method.
3.2.2. Perform the work in full and within the deadlines specified in the Annex to this Agreement, starting from the moment of receiving all necessary data from the Customer.
3.2.3. Provide the service of proper quality, adhering to the deadlines for the creation of spherical 3D panoramas/virtual tours as stipulated in this Agreement and the Annex.
3.2.4. Ensure the provision of services throughout the term of the Agreement in accordance with the terms set forth in this Agreement.
3.2.5. Upon a written request, provide the Customer with written reports and statistical data on the services provided.
3.2.6. Provide services using the initial information provided by the Customer.
3.2.7. In case of receiving urgent information from the Customer’s authorized representatives, the Contractor shall take such information into account for prompt updates from the moment of its receipt.
3.2.8. The Contractor undertakes not to transfer the source material, completed panoramas, 3D tours, or any other material of the Customer to third parties.
3.3. The Customer has the right to:
3.3.1. Monitor the Contractor’s performance of this Agreement.
3.3.2. Receive services of proper quality.
3.3.3. If the quality of services under this Agreement does not meet the standards declared by the Contractor, the Customer may refuse to sign the Acceptance and Transfer Act for the performed work until the deficiencies are corrected.
3.3.4. Terminate the Agreement unilaterally.
3.4. The Contractor has the right to:
3.4.1. Receive payment for services in accordance with the Agreement.
3.4.2. Obtain from the Customer the materials and information necessary to fulfill its obligations under the Agreement.
3.4.3. Refuse to provide services in case of the Customer’s failure to fulfill its obligations regarding payment for the Contractor’s services and provision of necessary information.
3.4.4. Retain the results of the provided service until full payment is received.
3.4.5. Place the completed virtual tour on its official website in the “3D Tours” section (portfolio).
4. Procedure for Performance, Acceptance, and Payment
4.1. The cost of services is reflected in the invoices provided by the Contractor in the proper form.
4.2. Payments are made in non-cash form.
4.3. The provision of services by the Contractor and the acceptance of their results by the Customer are formalized by an Act of Provided Services, signed by authorized representatives of both Parties.
4.4. The Act must be delivered to the Customer no later than the 12th day of the month following the reporting month.
4.5. The currency of payment is Ukrainian hryvnia.
4.6. If the quality of the provided services does not meet the quality declared by the Contractor, the Customer may refuse to sign the Act of Provided Services until the deficiencies are corrected, notifying the Contractor in writing within 7 (seven) business days.
4.7. If the Customer does not report any deficiencies within the period specified in clause 4.6 of this Agreement, the services are deemed to have been provided by the Contractor properly and accepted by the Customer, and the Act of Provided Services is considered signed by the Customer.
4.8. All expenses related to the transfer of funds, including bank commissions, are borne by the Customer.
5. Liability of the Parties
5.1. A breach of the Agreement is its non-performance or improper performance, i.e., performance in violation of the terms set forth in this Agreement.
5.2. For non-performance or improper performance of obligations under this Agreement, the Contractor and the Customer shall be liable in accordance with the current legislation of Ukraine and the terms of this Agreement.
5.3. For violation of the payment deadline, the Customer shall pay the Contractor a penalty in the amount of double the NBU discount rate in effect at the time of the delay, for each calendar day, including the day of payment, of the overdue amount.
5.4. For violation of the deadlines for providing services as specified in the terms of this Agreement, the Contractor shall pay the Customer a fine in the amount of double the NBU discount rate in effect at the time of the delay, for each day, including the day of payment, of the amount of services not provided on time.
5.5. Penalties do not exempt the Parties from fulfilling their obligations under this Agreement.
6. Force Majeure
6.1. In the event of force majeure circumstances (war, revolutions, terrorist acts, fires, natural disasters, boycotts, strikes, acts of state authorities regardless of their legality or illegality, etc.), which directly prevent the fulfillment of obligations, the deadlines for fulfilling such obligations are postponed for the duration of the force majeure circumstances.
6.2. The Parties are obliged to notify each other of the occurrence and termination of force majeure circumstances, attaching supporting documents, within 3 (three) business days from the date of their occurrence. Late notification deprives the Party of the right to refer to any of the above circumstances as a basis for exemption from liability for non-performance of obligations.
6.3. If force majeure circumstances persist for more than one month, the Parties shall meet and discuss measures for the further performance of this Agreement.
7. Other Conditions
7.1. All legal relations arising from or related to this Agreement, including those related to its validity, conclusion, performance, amendment, and termination, interpretation of its terms, determination of the consequences of invalidity or breach of the Agreement, are governed by this Agreement and the relevant provisions of the current legislation of Ukraine, as well as customary business practices applicable to such legal relations based on the principles of good faith, reasonableness, and fairness.
7.2. All disputes arising between the Parties shall be resolved through mutual negotiations. The Parties have agreed that all disputes, disagreements, claims, or demands between the Parties arising from or in connection with this Agreement (transaction), including those related to its performance, breach, termination, or invalidity, and on which no agreement has been reached, shall be resolved in accordance with the current legislation of Ukraine in [Court or Institution].
7.3. This Agreement enters into legal force on the date of its bilateral signing and remains in effect until [End Date], but in any case until the full fulfillment of the Parties’ obligations under the Agreement. If, 15 (fifteen) days before the expiration of this Agreement, neither Party declares its intention to terminate the Agreement, it is deemed automatically extended for the next year.
7.4. The Customer or the Contractor may terminate the Agreement by notifying the other Party 10 (ten) calendar days prior to the termination date.
7.5. A Party may terminate the Agreement at any time in case of non-performance or improper performance of the Agreement’s terms by the other Party.
7.6. Termination of the Agreement, regardless of the reasons, does not exempt the Parties from the obligation to conduct all proper mutual settlements under the Agreement.
7.7. The Parties have agreed that the text of this Agreement, annexes, materials, information, and data related to the Agreement provided to a Party are confidential and may not be transferred to third parties without the prior written consent of the other Party, except in cases where such transfer is related to obtaining official permits, documents necessary for the performance of the Agreement, or payment of taxes, or is necessitated by the fulfillment of a Party’s obligations under this Agreement.
7.8. The Parties determine that all possible claims under this Agreement must be considered by the Parties within 25 days from the date of receipt of the claim.
7.9. After the signing of this Agreement, all prior negotiations, correspondence, preliminary agreements, protocols of intent, and any other oral or written arrangements of the Parties on matters related to this Agreement lose legal force but may be taken into account when interpreting the terms of this Agreement.
7.10. The information provided by the Customer under this Agreement is the property of the Customer.
7.11. The Parties bear full responsibility for the accuracy of the details provided by them in this Agreement and undertake to promptly notify the other Party in writing of any changes, and in case of failure to notify, bear the risk of adverse consequences.
7.12. The assignment of claims and/or transfer of debt under this Agreement by one Party to third parties is allowed only with the written consent of the other Party.
7.13. Additional agreements and annexes to this Agreement are its integral parts and have legal force if they are executed in writing, signed by the Parties, and sealed by the Parties (if available).
7.14. Documents transmitted by fax, electronic communication, or photocopies of documents have legal force and are recognized by the Parties until replaced by the originals of such documents.
7.15. This Agreement is executed in two authentic copies, each having equal legal force, one for each Party.
7.16. At the time of conclusion of this Agreement, the Contractor is a single tax payer [Group, Rate]. The Customer is a taxpayer under [Type of Taxation].
8. Details of the Parties
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Contractor: |
Customer: |
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___________________ [Contractor’s Signature] |
___________________ [Customer’s Signature] |
Annex No. 1 to the Service Agreement
Protocol of Agreement on Contract Price
[City], [Date]
Development of a Virtual Tour:
| Work Description | Quantity | Cost of 3D Tour |
|---|---|---|
| Development of a virtual 3D tour: – Photography of panoramas in RAW HDR format. – Processing and retouching (removal of tripod, glare, shadows, reflections, etc.). – Assembly of the 3D tour in HTML5. – Optimization for PC, smartphones, and VR glasses. |
[Number of Panoramas] | [Tour Cost] UAH |
| Adding informational prompts to objects in the tour (text). | [Number of Prompts] | |
| Adding interactive functions (open/close). | [Number of Functions] | |
| Adding promotional or other videos to the tour (if available). | [Number of Videos] |
Total cost of the virtual tour is: [Total Amount] UAH without VAT (the Contractor is not a VAT payer).
Payment Procedure:
– [Amount 1] UAH. The Customer transfers to the Contractor’s bank account before the start of work.
– [Amount 2] UAH. The Customer transfers to the Contractor’s bank account before the start of retouching work.
– [Amount 3] UAH. The Customer transfers to the Contractor’s bank account after the completion of the virtual tour development and signing of the Acceptance and Transfer Act for the performed work.
Work Completion Timeline:
– Photography: [Number of Business Days] business day.
– Photo processing, assembly of the virtual 3D tour: [Number of Business Days] business days.
The cost of the virtual tour includes:
– Photographer’s visit to the site;
– Conducting photography;
– Processing of all photos, retouching;
– Assembly of the tour in HTML5 with interactivity, pop-up prompts, and/or information windows, navigation setup;
– Color of icons in the tour matching your corporate style;
– Optimization of the tour for Android, iOS, Windows Mobile, all mobile platforms, and browsers;
– Creation of links from objects in the tour to sections of your website or other platforms (at the Customer’s request);
– Retouching of the nadir (absence of the tripod on the floor).
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___________________ [Contractor’s Signature] |
___________________ [Customer’s Signature] |