Clients terms of services
FOURDEV SOFTWARE LIMITED (the “Contractor”) offers to provide services at the conditions specified in these Terms of Services (the “Terms”).
The text of these Terms is available at https://www.4dev.com/clients-terms-of-services.
By clicking “I accept the Terms of Services” at the Platform website or sending the acceptance (template is available at https://4dev.com), filled in and signed, to the Contractor, you accept these Terms.


BACKGROUND
Whereas:
A. The Contractor operates an online platform available at https://4dev.com that allows prospective clients (the “Clients”) to place orders for services to be rendered by the Contractor or its Sub-Contractors (the “Platform”), and
B. The Client is interested in receiving the services rendered by the Contractor for its projects using the Platform, and
C. The Contractor has the right and capacity to engage skilled and experienced sub-contractors (the “Sub-Contractors”) to deliver the services requested by the Client, in consideration for a remuneration payable to the Contractor,
the Contractor and the Client (the “Parties”) have agreed on the following terms and conditions.


1. Main conditions
1.1. Services
The services delivered by the Contractor, its affiliates and its Sub-Contractor(s) to the Client (the “Services”) shall be determined in a Task.
1.2. Tasks
1.2.1. A Task means the scope of Services, their terms and conditions filled in and submitted by the Client via Client’s account at the Platform (the “Task”).
1.2.2. In each Task the Client shall, at least, describe the Services requested, for example, by attaching separate documents specifying their scope; the Client’s personnel appointed as the contact persons for the Task; the Client shall (1) specify the budget for the Task, or (2) set budget range, or (3) ask Sub-Contractors to suggest the budget. The Client may add the date when the Task shall be completed (the “Delivery Date”). For the long-term projects that are expected to continue over 14 calendar days (the “Long-Term Project”) the Client may add a schedule that specifies Delivery Dates, scope of Services and budgets for each stage. The Client may specify how the Services deliverables (the “Deliverables”) shall be sent or add any other terms and conditions to the Task at its own discretion.
1.2.3. Once a Sub-Contractor accepts the Task, it becomes binding for the Client, the Contractor or the Sub-Contractor, as applicable. The Client shall be responsible for the communication with the Sub-Contractor before and within the Task period, as well as for the acceptance of the Deliverables.
1.3. Fees
1.3.1. The Contractor’s fee for a Task (the “Fee”) is equal to the Task budget which is proposed by the Client or the Sub-Contractor for this Task and accepted by the Sub-Contractor and the Client, respectively, and the Contractor’s management fee, which is calculated on the basis of the Task budget as described in the pricing section at https://4dev.com.
1.3.2. Any task becomes available to the Sub-Contractors only when the Client’s Deposit balance is equal or exceeds the Fee offered by the Client for the Task.
1.3.3. Once the Sub-Contractor has accepted the Task the Fee amount shall be automatically reserved by the Contractor (the “Reserved Amount”). The Reserved Amount may not be paid to the Sub-Contractor or returned to the Client except as in accordance with the Reserved Amount Release (clause 1.5).
1.4. Client’s Deposit
1.4.1. The Client’s deposit (the “Client’s Deposit”) is an advance payment for the Services and the Contractor’s management fee. The Client may check the balance of the Client’s Deposit in its account at the Platform.
1.4.2. The Contractor shall acknowledge on the Client’s Deposit only the funds actually received to the Contractor’s bank account. The Client shall bear any and all banking fees, transactions fees and costs or taxes and charges as may be applicable to each payment.
1.4.3. The Contractor shall return the Client’s Deposit outstanding amount to the Client within 10 Business Days after the Agreement is terminated (clause 12.1).
1.4.4. The Contractor shall withdraw the fee of the Deposit amount being repaid, as described in pricing at https://4dev.com.
1.4.5. The Contractor shall not accrue an interest on any amount of the Client’s Deposit.
1.5. The Reserved Amount less the Contractor’s fees shall be released to the Sub-Contractor and/or the Client, depending on whoever may be entitled to its receipt at the Task Completion Date (clause 3.7).

2. Tasks: changes and acceptance
2.1. The Client may place the Task only if the Client’s Deposit balance (clause 1.4) is positive.
2.2. If the Client receives any objections, comments, or questions for the Task from the Contractor and/or a Sub-Contractor, it shall address them promptly and clarify the Task, if needed. The Client may change the Task at its sole discretion until the Sub-Contractor has accepted the Task.
2.3. Once a Sub-Contractor accepts via the Platform the Task “as is”, the Task receives the status “Accepted” or similar with the indication of the acceptance date. The Contractor does not guarantee that any Sub-Contractor accepts the Task.
2.4. The Client may change the accepted Task before the Delivery Date(-s) (clause 1.2.2) only subject to the Sub-Contractor’s consent. The amended Task substitutes the previous Task for the Client, the Contractor, and the Sub-Contractor.
2.5. The Sub-Contractor may reject the amended Task.
2.6. The Client and the Sub-Contractor may repudiate the Task without explanation before its Delivery Date, or at any time if the Delivery Date is not specified.
2.7. If anything specified in clauses 2.5 or 2.6 occurs, the Client and the Sub-Contractor will negotiate the budget amount due to the Sub-Contractor as well as other Task issues. If they do not agree on these issues, the dispute shall be resolved via the Arbitration (section 4).

3. Services delivery and Task completion
3.1. The Services specified by the Task will be delivered by the Sub-Contractor(-s) who accepted the Task.
3.2. The Client shall communicate and discuss all issues arising during the work on the Task directly with the Sub-Contractor(-s). The Contractor shall be entitled to join such communication and negotiations any time at its own discretion, and the Client shall provide it with the access to the respective group chats, email correspondence or other communication channels.
3.3. The Deliverables (including software programs in object or source code, designs, architecture, drawings, content, texts etc.) may be delivered by the methods and via the resources specified in the Task. If the resources applied are beyond control/access of the Contractor, the Client hereby expressly acknowledges and agrees that the Sub-Contractor may upload to his/her account on the Platform screenshots or other proofs that the Deliverables have been delivered to the Client.
3.4. The Client shall review the Deliverables received and accept them or submit its refusal and list the deficiencies revealed.
3.5. The Client shall accept or submit its refusal within 5 Business Days (the “Review Period”) after the Client receives the Deliverables.
3.6. The Client shall be entitled to reject the Deliverables in full if the deficiencies that cannot be rectified by the Sub-Contractor in a reasonable time requested by the Client. If so, the Client and the Sub-Contractor shall agree upon the budget amount to be paid to the Sub-Contractor. If they do not agree on it, the dispute shall be resolved via the Arbitration (section 4).
3.7. The Task shall be deemed completed on a day (the “Task Completion Date”) when:
3.7.1. the Client has accepted via the Platform the Services and their Deliverables (rectified Deliverables) “as they are”; or
3.7.2. the Review Period (clause 3.5) has expired provided that the Client has not submitted its refusal and the list of deficiencies; or
3.7.3. the Сlient and the Subcontractor have mutually completed the Task and agreed upon the budget payment; or
3.7.4. the dispute between the Client and the Sub-Contractor is resolved via the Arbitration (section 4); or
3.7.5. the final resolution of the competent court becomes enforceable if a dispute between the Client and the Sub-Contractor is not resolved via the Arbitration.
3.8. The Client reserves a right to override Task Completion and accept the Task before Sub-Contractor delivers any Deliverables. In this case the Contractor releases the corresponding Fee to the Sub-Contractor and shall bear no liability to the Client with regard thereto.

4. Arbitration
4.1. “Arbitration” is the procedure of the pre-trial resolution of a dispute between the Client and the Sub-Contractor.
4.2. To commence the Arbitration, the Client or the Sub-Contractor need to contact the Contractor’s support team, state their claims, and enclose all documents and information as may be necessary for the dispute resolution (except when they are already in possession of the Contractor).
4.3. Having received the claim, the Contractor will notify and engage the defendant party to the Arbitration.
4.4. Any resolution passed at the Arbitration becomes binding for the Client and the Sub-Contractor only if they both have expressed consent to be bound by it. The Contractor shall immediately release the Reserved Amount in favor of the Client and/or the Sub-Contractor depending on the resolution.
4.5. The Arbitration shall not exceed 1 month after the claim filing. If the Client and the Sub-Contractor cannot reach the amicable solution within this period, any of them shall be entitled to bring the dispute to the competent court (clause 12.7).

5. Invoicing
Upon debiting of the Client’s Deposit with the Fees, the Contractor shall submit to the Client an invoice for payment. The invoice shall be submitted in electronic form in the Client’s account.

6. Logging of activities and personal data
6.1. The Contractor logs all activities of the Client on the Platform, including placement or changing the Tasks and communications with the Sub-Contractor(-s).
6.2. To ensure executing of and performance under the Agreement, communication between the Client and the Sub-Contractor before and while working on the Task, the Contractor shall be entitled to collect, store, transfer to the Sub-Contractors or process the personal data of the Client’s employees or any other data subjects acting on behalf of the Client, including last name, first name, patronymic (if applicable), place of employment, job title and the powers to enter into the Agreement, telephone number, e-mail addresses, details of social media and messengers accounts.
6.3. The terms of personal data processing are set out in the Privacy Policy available at http://4-dev.tilda.ws/privacy-policy.
6.4. The Client shall ensure compliance with the applicable personal data processing regulation while transferring to the Contractor the personal data of the employees or other individuals acting on behalf of the Client.

7. Intellectual Property Rights
7.1. “Intellectual Property Rights” shall mean intellectual property rights to the Deliverables, i.e. (i) copyrights and related rights, inventions (whether patentable or not), patents, trademarks, get up or logos, trade names, service marks, business names (including internet domain names), design rights, database rights, semi-conductor topography rights, rights in undisclosed or confidential information (such as know-how and trade secrets) in each case whether registered or unregistered, (ii) applications for registration, the right to apply for registration for any of the same, and any renewals, reissues, extensions, continuations or divisions thereof, (iii) rights to use such assets listed in (i) and (ii) under licenses, consents, orders, statutes or otherwise and (iv) all other intellectual property rights and equivalent or similar forms of protection now or hereafter subsisting anywhere in the world.
7.2. The Client shall retain any and all Intellectual Property Rights to the information that have been disclosed to the Contractor or any of its Sub-Contractors for the purposes of the Services delivery.
7.3. If the Client provides the Contractor or a Sub-Contractor with any intellectual property or information to be used in the course of rendering the Services, then the Client, by providing such intellectual property or information, grants the Contractor and the Sub-Contractor a free, non-exclusive, transferrable, non-assignable worldwide license for the intellectual property and information so provided. The Client grants such license only for the period of the Services delivery. Such license allows using the Client’s intellectual property only for and in the course of the Services delivery. The Contractor or the Sub-Contractor shall, at the Client’s choice, return or destroy the copies of the Client’s intellectual property after the Services delivery.
7.4. The Contractor assigns the Intellectual Property Rights to the Deliverables to the Client immediately when the Deliverables are created (if the Deliverables are eligible for the intellectual property protection).

8. Confidentiality
8.1. Each Party shall treat as confidential (as set forth herein) all and any information that has been developed or became known to it in the course of performing under this Agreement (the “Confidential Information”). Each Party shall not use such Confidential Information except as contemplated herein or otherwise authorized in writing. Each party shall implement reasonable procedures to prohibit the unauthorized disclosure or misuse of the Confidential Information and shall not intentionally disclose such Confidential Information to any third party except for the purpose of performing the Agreement, and subject to confidentiality obligations similar to those set forth herein. Each Party shall use at least the same procedures and degree of care that it uses to prevent disclosure of its own confidential information to prevent disclosure of the Confidential Information.
8.2. Notwithstanding the above, neither party shall have liability to another with regard to any Confidential Information: (i) which was publicly available at the time it was disclosed or becomes publicly available through no fault of the Party which received the Confidential Information (the “Recipient”); (ii) was known to the Recipient, without similar confidentiality restriction, at the time of disclosure; (iii) was independently developed by the Recipient without any use of Confidential Information as evidenced by records; or (iv) becomes known to the Recipient without similar confidentiality restriction from a source other than the Party which discloses the Confidential Information (the “Disclosing Party”). In addition, each Party shall be entitled to disclose the Confidential Information to the extent required by any order or requirement of a court, administrative agency, or other governmental body provided that the Recipient provides the Disclosing Party prompt advance notice thereof to enable the Disclosing Party to seek a protective order or otherwise prevent such disclosure.
8.3. This section 8 applies unless otherwise stated in a separate non-disclosure agreement executed by the Parties.

9. Indemnity and contractor’s liability
9.1. In addition to any other remedies available to the Contractor, the Client shall indemnify the Contractor against any aggregate of losses and Litigation Expenses (clause 9.2) (together – the “Indemnifiable Losses”) arising out of any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding with respect to breach of third party rights (including intellectual property rights and moral rights or financial obligations before the Sub-Contractor(-s)) by use of intellectual property and information provided by the Client to the Contractor for use in the course of rendering the Services or by processing personal data referred to in clause 6.2, whether through the actions of the Client, its employees or sub-contractors (the “Non-Party Claim”), except if the Contractor negligently or intentionally caused those Indemnifiable Losses.
9.2. The “Litigation Expenses” shall mean any out-of-pocket expense incurred in defending a Non-Party Claim or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professional fees and disbursements.
9.3. To be entitled to indemnification under clause 9.1, the Contractor subject to a Non-Party Claim must no later than 10 days after it first knew of that Non-Party Claim notify the Client of that Non-Party Claim and deliver to the Client a copy of all legal pleadings with respect to the Non-Party Claim. If the Contractor fails to timely notify the Client of a Non-Party Claim, the Client will be relieved of its indemnification obligations with respect to that Non-Party Claim to the extent that the Client was prejudiced by that failure and the Client will not be required to reimburse the Contractor for any Litigation Expenses the Contractor incurred during the period in which the Contractor failed to notify the Client.
9.4. To assume the defense of a Non-Party Claim, the Client must notify the Contractor that it is doing so. Promptly thereafter, the Client shall retain the right to represent the Contractor in the Non-Party Claim via an independent legal counsel that is reasonably acceptable to the Contractor.
9.5. The Contractor is entitled to participate in the defense of a Non-Party Claim. The Contractor may defend a Non-Party Claim with counsel of its own choosing and without the Client participating if (i) the Client notifies the Contractor that it does not wish to defend the Non-Party Claim, (ii) by midnight at the end of the tenth day after the Contractor notifies the Client of the Non-Party Claim the Client doesn’t notify the Contractor that it wishes to defend the Non-Party Claim, or (iii) representation of the Client and the Contractor by the same counsel would, in the opinion of that counsel, constitute a conflict of interest.
9.6. The Client shall pay any Litigation Expenses that the Contractor incurs in connection with defense of the Non-Party Claim before the Client assumes the defense of that Non-Party Claim, except with respect to any period during which the Contractor fails to timely notify the Client of that Non-Party Claim. The Client will not be liable for any Litigation Expenses that the Contractor incurs in connection with defense of a Non-Party Claim after the Client assumes the defense of that Non-Party Claim, other than Litigation Expenses that the Contractor incurs in employing counsel in accordance with clause 9.5, which Litigation Expenses the Client shall pay promptly as they are incurred.
9.7. After the Client assumes the defense of a Non-Party Claim, the Client may contest, pay, or settle the Non-Party Claim without the consent of the Contractor only if that settlement (i) does not entail any admission on the part of the Contractor that it violated any law or infringed the rights of any person, (ii) has no effect on any other claim against the Contractor, (iii) provides as the claimant’s sole relief monetary damages that are paid in full by the Client, and (iv) requires that the claimant release the Contractor from all liability alleged in the Non-Party Claim.
9.8. In any case, the Contractor’s liability shall be limited by 30% of the Contractor’s management fee (clause 1.3.1) for the year preceding the event which has given the rise to the Contractor’s liability.

10. Warranties and Guarantees
10.1. The Contractor warrants and guarantees that:
10.1.1. The Contractor is a duly incorporated company, legally operating and being in good standing in accordance with the laws of Republic of Cyprus with the full capability to enter into the Agreement, and that upon execution and delivery of the acceptance, the Agreement shall be deemed valid, binding and enforceable legal instrument upon the Contractor.
10.1.2. Performance of the Agreement by the Contractor shall not contradict or violate any provisions of the corporate documents and bylaws of the Contractor.
10.2. The Client warrants and guarantees that:
10.2.1. The Client is a duly incorporated company, legally operating and being in good standing in accordance with the laws of the country of its incorporation with the full capability to enter into the Agreement, and that upon execution of the acceptance via the Platform, the Agreement shall be deemed valid, binding, and enforceable legal instrument upon the Client.
10.2.2. The acceptance has been executed by duly authorized representative of the Client.
10.2.3. Execution, delivery, and performance of the Agreement by the Client do not and shall not contradict or violate any provisions of the corporate documents and bylaws of the Client.
10.2.4. The Client shall submit upon the Contractor’s request for the KYC procedures true, accurate and valid documents showing the actual Client’s standing.
10.2.5 The Client warrants and guarantees that the Client is not involved in the following restricted activities (hereinafter, Restricted Activities).

11. Electronic signature
11.1. The login (username) and password shall constitute the Client’s electronic signature (the “Electronic Signature”). The Electronic Signature defined in this clause shall be a lawful equivalent of the Client’s own signature.
11.2. The Client shall keep the Electronic Signature and any of its components in secrecy. It shall take all reasonable measures as may be necessary to prevent unauthorized access to the Platform on its behalf.
11.3. If any individual or entity accesses the Platform using the Electronic Signature, such access shall be deemed the Client’s authorized access unless it has proven otherwise. Any and all Client’s activities on the Platform when it uses the Electronic Signature shall legally bind the Client.

12. Other terms
12.1. Term and Termination. The Agreement shall become effective upon the Effective Date and continue in full force and effect until terminated. Any party may terminate the Agreement by giving 30 days prior written notice to the other party.
12.2. Notices and Communications. Any notices required or allowed hereunder shall be given via the Client’s account in electronic form only, or via the email specified in section 14 for the Contractor and in the Client’s account/acceptance for the Client.
12.3. Force Majeure. Neither party shall be responsible for a failure or delay of performance hereunder solely due to an acts of war, hostility or sabotage, acts of God, governmental acts or restrictions, revolutions, civil disturbances, riots, insurrections, epidemics, or any other events beyond the reasonable control of the obligated party (the “Force Majeure Event”) provided, however, that such party (i) has not contributed to such Force Majeure Event; (ii) has exerted reasonable efforts to avoid such Force Majeure Event or to mitigate its effects; and (iii) continues to exert reasonable efforts to comply with the Agreement. The Party prevented from performing the Agreement due to a Force Majeure Event shall promptly notify the other party of the occurrence of such Force Majeure Event specifying the details and the estimated duration thereof.
12.4. No partnership, employment, or joint venture. The Agreement shall not create a partnership, employer or employee, joint venture, or any other relationship except the services relations between the Contractor as an independent Contractor and the Client.
12.5. Entire Agreement. The Agreement shall constitute the entire agreement and understanding between the Contractor and the Client with respect to its subject matter and supersedes all prior understandings, agreements, representations, and warranties, whether written or oral, with respect to such subject matter. The Agreement may only be amended, modified, or supplemented by an agreement in writing signed by both Parties.
12.6. Survival. Sections 8 and 9 shall survive termination of the Agreement and remain in full force and effect as follows:
12.6.1. section 8 – for 3 years as of the termination date;
12.6.2. section 9 – for the entire limitation period as may be applicable to this Agreement.
12.7. Governing Law. Disputes Resolution. The Agreement shall be governed by and interpreted in accordance with the laws of England and Wales, and the venue for any dispute or claim arising out of the Agreement shall be competent judicial authority in London, UK.
12.8. Assignment. The Client shall not assign any rights or delegate any duties under the Agreement without the Contractor’s prior written consent, and any attempt to do so without such consent shall be void.

13. Definitions. Interpretation
13.1. The following definitions shall apply to the terms set forth below wherever they appear:
13.1.1. Business Day shall mean any day other than a Saturday, a Sunday or a day on which banks in the Republic of Latvia are required to be closed due to official holidays, the customary business practice or official prescriptions.
13.1.2. Client’s Deposit shall have the meaning defined in clause 1.4.1.
13.1.3. Confidential Information shall have the meaning defined in clause 8.1.
13.1.4. Deliverables shall have the meaning defined in clause 1.2.2.
13.1.5. Delivery Date shall have the meaning defined in clause 1.2.2.
13.1.6. Disclosing Party shall have the meaning defined in clause 8.2.
13.1.7. Effective Date shall mean the date of acceptance of these Terms of Services in accordance with the preamble.
13.1.8. Electronic Signature shall have the meaning defined in clause 11.1.
13.1.9. Fee shall have the meaning defined in clause 1.3.1.
13.1.10. Force Majeure Event shall have the meaning defined in clause 12.3.
13.1.11. Indemnifiable Losses shall have the meaning defined in clause 9.1.
13.1.12. Intellectual Property Rights shall have the meaning defined in clause 7.1.
13.1.13. Litigation Expenses shall have the meaning defined in clause 9.2.
13.1.14. Long-Term Project shall have the meaning defined in clause 1.2.2.
13.1.15. Non-Party Claim shall have the meaning defined in clause 9.1.
13.1.16. Platform shall have the meaning defined in the recital A.
13.1.17. Recipient shall have the meaning defined in clause 8.2.
13.1.18. Reserved Amount shall have the meaning defined in clause 1.3.3.
13.1.19. Review Period shall have the meaning defined in clause 3.5.
13.1.20. Sub-Contractor shall have the meaning defined in the recital C.
13.1.21. Services shall mean professional services of independent and temporary character described in clause 1.1.
13.1.22. Task shall have the meaning defined in clause 1.2.1.
13.2. The headings contained in the Agreement are for convenience of reference only, they do not form a part of the Agreement and shall not in any way affect the interpretation thereof.
13.3. References to clauses, sections, recitals and preamble shall mean references to clauses, sections, recitals and preamble of the Agreement. Expression “including” and other similar expressions shall mean including, without limitations.
14. Contractor’s Details
FOURDEV SOFTWARE LIMITED, 27, 25 Martiou Str., Engomi, 2408, Nicosia, Cyprus