Offer of Ltd."Spelly" for the provision of text translation and proofreading services

This document is a proposal of Ltd. "Spelly" (hereinafter - the "Spelly") to conclude the Contract of written text translation and / or proofreading services in the conditions stated below. This offer is available in the Internet at: http://spelly.com/agreement/.

1. Terms

1.1. The services are compensatory text translation and / or proofreading services. List of languages ​​from / to which the translation service is available and on which the proofreading service is available is shown at: http://spelly.com/price/.

1.1.1. The proofreading is spelling, punctuation and style checking of text file which the user has given, with subsequent transfer of a file to the user, containing a corrected text of the original file.

1.1.2. The translation is a translation of the text contained in the file that the user has given, in a language that he has specified, with subsequent transfer of the file to the user, containing the text of the original file in the language of translation.

1.2. Offer acceptance is acceptance of the Offer by the payment for services in the established order in the Offer, which means full and unconditional agreement by the User with the terms of the Services set out in this Offer.

1.3. The User is a legal or natural person carried out the Acceptance of the Offer. The User is a customer of the Services under the Contract.

1.4. The Contract is a compensated contract between the "Spelly" and the User for the provision of the Services, which is concluded by Acceptance of this Offer.

1.5. The "Website" is the website located at http://spelly.com.

1.6. The Registration Form is a set of fields that the User must fill in on the Website, in order to become a registered user.

1.7. The E-mail address and the Password are two unique set of characters entered by the User during the registration. Its` combination is needed to identify the User, allows the User to pay for the services of the Website.

1.8. The Registration Procedures is filling in of the Registration Form by the User, which is available on the Website.

1.9. My Account is the pages of the Website, enabling the User to interact with the Website which becomes available to the Users upon successful undergone of the Registration procedure.


2. Terms of Services

2.1. Prerequisite of the provision of the Services is acceptance and observance of this Offer by the User.

2.2. The Services are provided for the Users who have undergone the Registration procedure and paid for the Services in the manner prescribed by this Offer.

2.3. For purposes of this Contract the calculation unit of volume of the Services is one word. The number of words that the text contains that is uploaded by the User to the Website is automatically calculated and displayed to the User before ordering.

2.4. Number of words counted automatically is final and is not subject to discussion and / or adjustment. Making on order of service the User accepts the result of the calculation.

2.5. The service provision period is determined individually in each case, depending on scope of work. Execution period of each order may not exceed 90 calendar days, unless otherwise specified.

2.6. Acceptance of the Services is made after completion of work by sending to the User to the email address which he provided in the Registration Form, a notice of the executed Order with a link to download the file containing the result of the Services rendered. The User undertakes to accept the result of the Services rendered by downloading the appropriate file from the Website and saving it in an electronic medium. The result of the Services rendered shall be deemed accepted by the User and the Services shall be deemed rendered properly and accepted by Users, if within five (5) business days from the date of notification by specified way, the User does not send a compliant about quality of work to the "Spelly". If the User does not send such compliant, then it is interpreted as unconditional signing by the User of Certificate of services rendered.

2.7. If the User has compliant about quality or maturity of the Services, he can send it in written form to the email address info@spelly.com not later than 5 business days from receipt of the notice of completion of The Services rendered.

2.8. The "Spelly" undertakes, within 3 working days of receipt of the User`s compliant, to consider a compliant and respond in written form to the User whether the compliant is substantiated.

2.9. We do not consider the User`s compliant if:

- a complaint was sent to the "Spelly" after more than five (5) business days from the date of acceptance of the Services rendered;

- a compliant relates to the terminology which has not been included in the provided User`s Glossary, or the  Glossary has not been provided;

- a compliant does not contain description of comments on the quality of the translation / proofreading, references to an incorrect translation with mentioning of order number, document title, document pages, text lines, with respect to which the compliant has arisen.

2.10. If the compliant is considered by the "Spell" to be substantiated, the "Spelly" undertakes within 5 business days to provide the corrected result of the Services rendered, where errors which have become a reason of the compliant, are corrected.

2.11. Ownership, as well as exclusive rights to the results of the Services rendered transfer to the User after the acceptance of the result of the Services rendered in accordance with 2.6. of this Offer subject to full payment of the Services rendered.


3. Cost of Services and manner of payment

3.1. The cost of Services is determined by the "Spelly" on the basis of the volume of ordered service according to current rates and tariff plans of the "Spelly", published on the Website at http://spelly.com/price/.

3.2. The Parties acknowledge that all payments are made in Russian rubles.

3.3. The cost of each order is calculated and recorded at the time of order confirmation by the "Spelly" and payment of the order by the User. The User confirms his consent to the cost of Services, terms of its execution, other conditions specified while ordering, by paying the full cost of services using one of the methods of payment described in this Offer. After the full payment of the cost of the Services by the User, the terms of Services are considered to be fully agreed.

3.4. The User is considered to have fulfilled his obligation to pay for Services after receipt of funds on the account of the "Spelly". Ab hinc the "Spelle" starts rendering services.

3.5. Payment for Services using any method of payment consists of 100% prepayment .

3.6. Payment is made using the appropriate form on the Website and bank card Visa / Mastercard, and other methods of payment offered by the payment system. The User chooses at his discretion the method of payment of Services. Security, privacy, and other conditions of use of the selected by the User methods of payment are not the responsibility of the "Spelly", and is subject to agreement between the User and the relevant organizations.

3.7. Cost of Service are not subject to VAT in accordance with gl.26.2 of the Tax Code of the Russian Federation in relation to the use by Ltd. "Spelly" of simplified tax system.


4. Resolution of Disputes

4.1. While resolution of disputes between the "Spelly" and the User parties apply mandatory extrajudicial dispute resolution.

4.2. The User and the "Spelly" agree that all disputes not settled in pre-court dispute resolution procedures shall be resolved in accordance with the laws of the Russian Federation in the Arbitration Court in Moscow. The Contract, concluding of the contract, performance, termination are subject to the applicable laws of the Russian Federation and this Offer.

4.3. The "Spelly" has the right to transfer its rights and obligations to third parties under this Contract without the consent of the User.


5. Confidentiality

5.1. The "Spelly" keeps information, received during rendering of Services, personal information, confidential, unless as herein under legislation of the Russian Federation and this Offer.

5.2. The User gives consent to the "Spelly" to the use and processing of personal data provided during registration, collection, systematization, store, clarification (update, change), dissemination, transmission, depersonalization, blocking and destruction. Data provided by the User will not be given to third parties, unless as herein under legislation of the Russian Federation.


6. Other general provisions

6.1. The "Spelly" has the right to carry out preventive work in the soft hardware complex with the temporary suspension of the Services without prior notice to the User.

6.2. In case of force majeure, as well as failures or malfunctions of soft hardware complex of third parties cooperating with the "Spelly", the "Spelly" could suspend the rendering of Services  without notice.

6.3. During the term of the Contract the "Spelly" make efforts to eliminate any failures and bugs in the operation of the Website as soon as possible, if they occur. The "Spelly" does not guarantee the absence of failures and bugs in the operation of the Website.

6.4. The User agrees to provide the information necessary to render Services: language of translation, technical terms, conditions under which the translation must be done, etc.

6.5. The User is held solely liable for the security of his Password and for all actions made on the Website with the use of his e-mail address and password.

6.6. The User shall immediately notify the "Spelly" of incidents of loss or theft of his Password and undertake necessary steps to restore access as soon as possible and change the lost password.

6.7. The "Spelly" is not responsible for the quality of the Internet connection of the User and any problems in using the Website, due to this Internet connection.

6.8. In all cases, except the sending of the text for translation or proofreading, the User sends to the "Spelly" information to the email address info@spelly.com, unless otherwise provided in this Contract.

6.9. To exchange information with the User, the "Spelly" uses the email address of the User specified in the Registration Form.

6.10. Without prejudice to the validity of this Offer, without entering into conflict with the conditions of the Offer, the User and the "Spelly" may, at the User's request at any time to issue a Services Contract in form of written bilateral document.

6.13. If any provision of the Offer will be deemed invalid, all other provisions of the Offer remain in force.


7. Terms of  validity and liability of the parties

7.1. This offer shall become effective from the moment of posting on the Internet at http://spelly.com/agreement/ and be valid until revocation of the Offer by the "Spelly".

7.2. This Offer can be changed by the "Spelly" unilaterally without notifying the User. In case of changes, they come into force from the date of posting the changes on the Internet at the address specified in paragraph 7.1, unless a different effective date is not specified in the text of changes.

7.3. The User acknowledges and agrees that changes in the Offer entails making changes to the concluded and ongoing Contract, and these changes in the Contract shall enter into force contemporaneously with such changes in the Offer.

7.4. In case of revocation of the Offer be the "Spelly" during the term of the Contract, the Contract shall be considered terminated from the moment of revocation, unless otherwise agreed be "Spelly" while revocation of the Offer.

7.5. The User has the right to reject additions or changes made be the "Spelly", which means Service cancellation rendered by the "Spelly" and the termination of the Contract. The User informs the "Spelly" of Service cancellation rendered be the "Spelly" via e-mail info@spelly.com.

7.6. The total liability of the "Spelly" under the Contract, including amount of fine sanction (fines, penalties ) and / or award damages, in respect of any suit or claim in respect of the Contract or its execution, limits to 100 % of the cost of the Services under the Contract, which is aid de facto by the User at the time of incurrence of liability, except for the cost of Services accepted by the User.

7.7. The "Spelly" is relieved from liability for partial or complete failure to perform obligations under this Contract, if such failure was caused by force majeure, which arose after conclusion of the Contract, or if the failure to fulfill obligations be the "Spelly" under the Contract was the result of extraordinary circumstances that the "Spelly" could not have been foreseen or prevented by reasonable measures. The force majeure circumstances include events, on which the "Spelly" can not have any effect and for the rise of which it is not responsible, including: war, riot, strike, earthquake, flood, other natural disasters, fire, power failures not caused by the "Spelly", actions and acts of government, adopted after the conclusion of the Contract and which make it impossible to fulfill the commitments under the Contract, and other unforeseen circumstances and events and phenomena which are beyond the control of the "Spelly", but without limitation to the foregoing.

7.8. The "Spelly" under any circumstances will not be liable for the content of the texts, the accuracy of the information provided for translation / proofreading, is not responsible for any infringement of copyright and other rights that might arise in respect of transfer of the User's text for translation / proofreading.

7.9. In any situation, the "Spelly" reserves the right to refuse to render the Service without explanation subject to repayment except the cost for Services accepted by the User.