PUBLIC OFFER
for the provision of software development services
Minsk 10.04.2025
This document is a public offer (hereinafter — the “Offer”) of Ivan Vyacheslavovich Zhibul, a private individual applying a special taxation regime — self-employment income tax (professional income tax, NPD payer), taxpayer registration number: EB0989864, (hereinafter — the “Contractor”), addressed to an indefinite range of individuals, legal entities, and individual entrepreneurs (hereinafter — the “Client”), and contains all essential terms of a fee-based services agreement for software development in accordance with Article 407 of the Civil Code of the Republic of Belarus.
The Client's performance of the actions provided for in Section 4 of this Offer shall mean the Client's full and unconditional acceptance of the terms of this Offer in accordance with Article 405 of the Civil Code of the Republic of Belarus, and shall result in the conclusion of a fee-based services agreement between the Contractor and the Client on the terms set out in this Offer and the relevant Order Form (Appendix No. 1).
1.1. “Services” means services for the development, modification, testing, support, and/or consulting in the field of software, the specific scope and extent of which are defined in the Order Form.
1.2. “Order Form” means a document (including an electronic one) executed in the form of Appendix No. 1 to this Offer, in which the parties agree on the subject matter, timelines, cost, and other terms for the provision of Services under a specific order.
1.3. “Acceptance” means the Client's full and unconditional acceptance of the terms of this Offer in the manner specified in Section 4.
1.4. “Result” means program code, software, its components, documentation, or any other result of intellectual activity created by the Contractor in the course of providing the Services.
2.1. The Contractor undertakes, upon the Client's instructions, to provide the Services, and the Client undertakes to accept and pay for the Services provided on the terms of this Offer and the relevant Order Form.
2.2. The specific scope, extent, timelines, cost, and procedure for the delivery and acceptance of Services under each individual order shall be agreed upon by the parties in the Order Form, which is an integral part of the agreement concluded on the basis of this Offer.
2.3. In case of any conflict between the terms of this Offer and the terms of a specific Order Form, the terms of the Order Form shall prevail.
3.1. The Contractor conducts activities independently as a private individual applying the self-employment income tax (professional income tax) in accordance with Chapter 40 of the Tax Code of the Republic of Belarus, and is not registered as an individual entrepreneur.
3.2. The Contractor independently determines the manner, time, and place of providing the Services, independently selects Clients, and is not subject to the Client's internal labor regulations. The relationship between the parties is civil-law in nature and is not governed by the labor legislation of the Republic of Belarus.
3.3. The cost of Services does not include value-added tax (not subject to VAT).
4.1. Acceptance of this Offer shall be deemed to occur upon the Client's performance of any of the following actions:
4.2. The agreement is deemed concluded from the moment the Client performs the acceptance and remains in effect until the parties have fully performed their obligations under the relevant Order Form.
5.1. The Contractor undertakes to: provide the Services personally, with proper quality and within the timeframe agreed in the Order Form; notify the Client of any circumstances preventing the performance of obligations; provide the Client with the Result in the manner agreed in the Order Form.
5.2. The Client undertakes to: provide the Contractor in a timely manner with the information and materials necessary for the provision of the Services; accept and pay for the Services provided in the manner and within the timeframe agreed in the Order Form.
5.3. The Contractor may engage third parties in the provision of the Services only with the Client's prior written consent, provided this does not conflict with the conditions for the Contractor's application of the self-employment income tax.
6.1. The cost of Services for each order shall be determined in the Order Form and/or the Contractor's invoice.
6.2. Payment shall be made by bank transfer to the details specified in the “Contractor's Details” section, unless a different payment procedure is agreed upon by the parties in the Order Form.
6.3. The Contractor independently fulfills the obligation to pay the self-employment income tax on the income received by generating a receipt in the “Professional Income Tax” application and sends the receipt to the Client at the email address specified in the Order Form no later than 3 (three) business days from the date of receipt of payment.
7.1. The exclusive (economic) rights to the Result created by the Contractor in the course of providing Services under a specific Order Form shall be transferred to the Client in full upon full payment of the cost of the relevant Order Form, unless otherwise separately agreed by the parties.
7.2. Until full payment is made, the exclusive rights to the Result shall remain with the Contractor; the Client shall not be entitled to use, reproduce, or transfer intermediate results to third parties.
7.3. Personal non-economic (moral) rights (the right of authorship and others) are inalienable and remain with the Contractor in accordance with copyright and related rights legislation.
7.4. The Contractor warrants that the Result was created by the Contractor personally or using elements (libraries, components) for which the Contractor has a lawful right of use and transfer, and that the transfer of rights under this Offer does not infringe the rights of third parties.
8.1. The method and procedure for the transfer of the Result (repository, files, system access, etc.) shall be agreed upon in the Order Form.
8.2. The Result shall be deemed accepted by the Client if, within 5 (five) business days from the date it is sent, the Client has not submitted written reasoned objections to the Contractor.
8.3. The parties may, but are not obligated to, execute a certificate of delivery and acceptance of the Services rendered.
9.1. For late payment, the Client shall pay the Contractor a penalty of 0.15% of the unpaid amount for each day of delay.
9.2. The Contractor shall not be liable for defects in the Result arising from incomplete, inaccurate, or untimely source data and materials provided by the Client.
9.3. The Contractor's aggregate liability under a specific Order Form is limited to the amount received by the Contractor under that Order Form.
9.4. The parties shall be released from liability for failure to perform their obligations if such failure resulted from force majeure circumstances.
10.1. The Offer is effective from the moment it is published at [https://zhibul.software] until it is withdrawn by the Contractor.
10.2. The Contractor may amend the terms of the Offer or withdraw it at any time by posting a corresponding notice at the place where the Offer is published. Amendments shall not apply to Order Forms accepted before the amendments enter into force.
11.1. Disputes and disagreements under this Offer shall be resolved by the parties through negotiations, with mandatory compliance with the claims procedure. The response period for a claim is 10 (ten) business days from the date of receipt.
11.2. If no agreement is reached, the dispute shall be referred to a court in accordance with the legislation of the Republic of Belarus.
12.1. The Client confirms that it has been informed of the Contractor's status as a private individual paying the self-employment income tax, and that this Offer does not establish an employment relationship between the parties.
12.2. In all matters not governed by this Offer, the parties shall be guided by the legislation of the Republic of Belarus.
12.3. A court's finding that any provision of the Offer is invalid shall not entail the invalidity of the remaining provisions.
Bank transfer details:
BYN
Alfa-Bank CJSC (Closed Joint-Stock Company)
Surganova St. 43-47, 220013 Minsk, Republic of Belarus
BY72ALFA301431JCHE0030270000ALFABY2X
RUB
Alfa-Bank CJSC (Closed Joint-Stock Company)
Surganova St. 43-47, 220013 Minsk, Republic of Belarus
BY12ALFA301431JCHE0070270000ALFABY2X
Appendix No. 1
to the Public Offer for the provision of software development services
ORDER FORM (SPECIFICATION)
for the provision of software development services
Order No.: __________ Date: «____» ______________ 20___
| Client (name / full name) | [to be filled in] |
| Client's tax ID / passport details | [to be filled in] |
| Client's contact details (address, e-mail, phone) | [to be filled in] |
| Subject of the order (description of services) | [to be filled in: e.g., development of module ..., modification of ..., technical support ...] |
| Service period | from “__” _______ 20__ to “__” _______ 20__ |
| Cost of services | [amount] [currency] |
| Payment procedure | [100% prepayment / 50% prepayment, 50% upon completion / milestone payments] |
| Method of result delivery | [repository / files via e-mail / system access] |
| Special conditions | [to be filled in, if any] |
This Order Form is drawn up in accordance with the terms of the Public Offer for the provision of software development services and is an integral part thereof. Acceptance of this Order Form is deemed to occur upon its signing by the Client (including by exchanging messages via email / messenger) or upon payment of the invoice issued on its basis.
| Contractor: _____________________ / [Full name] | Client: _____________________ / [Full name / company name] |