Between the Customer, whose details are specified in the quotation or customer form (hereinafter: "the Customer"), and RichiDay, a company with the registration number 516147261, located at 185 Ha'histadrut Boulevard, Haifa, Israel, and/or its representatives (hereinafter: "the Company" and/or "SBitsoft");
Therefore, it was agreed, declared, and conditioned between the parties as follows:
1. Introduction and Interpretation
1.1. The introduction to this agreement, including the consents and declarations of the parties within it and its appendices, constitute an inseparable part thereof and oblige the parties like the rest of its conditions.
1.1. The section titles in this agreement are intended for convenience only and should not be given any significance for the interpretation of the agreement and/or any of its sections and/or their content.
1.2. The instructions of these contractual terms should be seen as complementing and supplementing each other.
1.3. In any inconsistency, discrepancy, ambiguity, etc., between the instructions of the contractual terms, to the instructions of any of its appendices, including the order form/price quote/appendix proposal, the instructions of the contractual terms will prevail, and the appendix instruction will be interpreted according to the instructions of the contractual terms.
1.4. This agreement will come into effect and constitute a binding agreement between the customer and the Company upon the customer's signing of the price quote.
2. Essence of the Agreement
2.1. The customer hereby contracts with the Company, and the Company accepts this engagement and the provision of services to the customer, in accordance and subject to the terms of the agreement's instructions.
2.2. The Company will provide the customer with various services in its field of expertise as detailed in the specification form approved by the customer and attached to the price quote (hereinafter: "the Specification" and/or "the Services" accordingly) as an independent service provider and will operate accordingly, according to its best professional judgment.
2.3. All rights in the data and information transmitted by the customer and/or anyone on its behalf to the Company do not violate any rights of third parties. All rights to all the aforementioned information belong to the customer, and they are entitled to transfer it to the Company without it constituting any infringement on its part and/or on the part of any third party whatsoever.
3. Customer Declarations
The Customer declares and undertakes to the Company as follows:
3.1. That there is no legal or contractual obstacle to its entering into and fulfilling its obligations under this Agreement.
3.2. That it has reviewed the Specification and found it suitable for its needs and hereby waives any claim regarding inconsistency and/or any previous presentation related to the said Specification.
3.3. That it has reviewed the Price Proposal, and it has been approved by him in detail and its various appendices.
3.4. That all raw materials transmitted by the Customer to the Company for the purpose of performing the Services, including images, videos, documents, etc. ("Raw Materials"), do not violate any third-party rights and that the Customer owns all rights to use the said Raw Materials and to grant the Company rights to use them for the purpose of performing the Services.
3.5. That after approving the detailed Specification, the Customer will not have any demand for additional products which are not included in the detailed Specification, all subject to the provisions of Sections 5.3-5.4 of the Contract Terms.
3.6. That it will transmit to the Company all the information and data required to perform the ordered services through only accepted communication channels, such as Google sheets and/or the Company's website and/or any other communication channel agreed upon in writing between the parties. It is clarified that transmitting information through unapproved and written communication channels will not be considered approved and accepted, and therefore transmitting information through unaccepted channels will not obligate the Company.
The Company declares and commits to the Customer as follows:
4.1. That there is no legal obstacle to its entering into this Agreement and fulfilling its obligations under it.
4.2. That it possesses the knowledge, experience, expertise, skills, and workforce required to perform the Services as detailed in the Price Proposal and Specification.
4.3. The Company will work to perform the Services as detailed in the Price Proposal and Specification, subject to the Customer’s obligations as detailed in the Agreement.
5. Service Specification
5.1. The service specification and the customer's needs will be arranged by the company and will be attached to the price offer as an integral part thereof. Should the customer request to meet at his office with a representative on behalf of the company to prepare a detailed technical specification for the relevant project or for any other purpose (including for the general acquaintance with the company), the customer will be required to pay the company a sum of 400 NIS plus VAT as required by law, per meeting, and the company will have the right to waive this payment at its sole discretion.
5.2. In the event that after the specification meeting the customer chooses to contract with the company under an agreement for the provision of services, the company will be entitled, at its sole discretion, to credit the customer with the cost of preparing the specification meeting as aforementioned.
5.3. After approving the detailed specification by the parties, for any change in service products and/or addition of products that are not part of the detailed specification and/or part of the initial specification if no detailed specification has been made, the company will charge the customer an additional payment subject to prior notice and written consent of the customer.
5.4. It is clarified that if a detailed specification is made, approval of the detailed specification cancels any other previous specification, including the initial specification among others.
5.5. It is clarified that the detailed specification will include all data, components, and products included in the service, therefore the customer will have no claim for products and/or components and/or data that were not included in the detailed specification.
6.Service Paths; Timetables
6.1. The company will provide the customer with the services according to one of the following detailed service paths, as will be agreed upon between the parties:
6.1.1 Path A
- First stage - After the approval of the specification by the customer and the transfer of the first payment for 30% of the total value that was determined for the services, the company will begin providing the services to the customer.
- Second stage - As soon as possible, the company will deliver to the customer 30% of the products to which it has committed within the framework of the specification (hereinafter: "the initial products"). Within 14 days from the date on which the company delivered the initial products to the customer, the customer will transfer to the company a written detail of all the defects and/or discrepancies found (if any were found) in the initial products. If the customer did not transfer a list of defects or discrepancies as stated within the time period specified above, the customer will be seen as having approved the receipt of the initial products without any claim against them. At the time of providing the detail as stated, or alternatively within the time period for providing the detail as stated above, the customer will pay the company a second payment of 30% of the total value that was determined for the services.
- Third stage - As soon as possible, the company will deliver to the customer the remainder of the products to which it has committed within the framework of the specification (hereinafter: "the final products"). Within 14 days from the date on which the company delivered the final products to the customer, the customer will transfer to the company a written detail of all defects and/or discrepancies found (if any were found) in the final products. If the customer did not transfer a list of defects or discrepancies as stated within the time period specified above, the customer will be seen as having approved the receipt of the final products without any claim against them. At the time of providing the detail as stated, or alternatively within the time period for providing the detail as stated above, the customer will deliver to the company a third payment of 40% of the total value determined for the services.
6.1.2. Path B
- First stage - After the approval of the specification by the customer and the transfer of the first payment of 50% of the total value determined for the services, the company will begin providing the services to the customer.
- Second stage - As soon as possible, the company will deliver to the customer the remainder of the products to which it has committed within the framework of the specification (hereinafter: "the final products"). Within 14 days from the date on which the company delivered the final products to the customer, the customer will transfer to the company a written detail of all defects and/or discrepancies found (if any were found) in the final products. If the customer did not transfer a list of defects or discrepancies as stated within the time period specified above, the customer will be seen as having approved the receipt of the final products without any claim against them. At the time of providing the detail as stated, or alternatively within the time period for providing the detail as stated above, the customer will deliver to the company a third payment of 50% of the total value determined for the services.
6.1.3. Path C
Charging based on working hours
- For each actual working hour of the company, the customer will pay the company an amount as specified in the price proposal plus VAT as required by law. Each month the company will send the customer an invoice for payment for the actual working hours provided in the past month, and the customer undertakes to pay the said invoice within 14 days from the date it was delivered to him.
- It is clarified that providing the services under this path is subject to a prepayment by the customer to the company in an amount that will be agreed upon between the parties before the start of providing the services (taking into account, among other things, the scope of the required working hours).
- It is clarified that the customer will have the option to receive from the company details regarding the implementation of the working hours, this in a written request. The company will provide the customer with details of the implementation of the working hours within a reasonable time.
6.1.4. Path D
Hour Package Purchase
- The customer will purchase from the company a package of hours that corresponds to the estimated service hours needed (as determined in the specification). The total payment for the hour package will be paid in advance prior to the commencement of services by the company.
- Every month the company will send the customer details about the remaining hours left in the pre-paid hour package.
- Upon full utilization of the hours purchased by the customer, the company will send a notice to the customer with the option to purchase additional hours for the utilized package.
6.1.5. Path E
Charging on a Monthly Retainer Basis
- For the provision of services in accordance with the specification, the customer will pay the company a monthly retainer in accordance with the monthly hours and the rate agreed upon between the parties.
- It is clarified that in case of deviation from the retainer hours set between the parties, the company will send a notice to the customer with the option to increase the monthly retainer hours on a one-time basis. The customer will be charged for the increased retainer hours according to the additional hours required to provide the services, in accordance with the rate for exceeding hours agreed upon between the parties prior to the commencement of the services.
- The balance of retainer hours that was not used during a calendar month will not be credited to the customer in the following month or at any other time.
6.2 It is clarified that the delivery dates of the products from the company to the customer depend on the dates on which the customer will provide the company with all the data and/or details and/or components and/or documents and/or any other information relevant to the performance of the ordered services. Therefore, if there is a delay in providing the above information, a delay resulting from the non-delivery of the required information from the customer to the company, the customer will have no claim and/or demand against the company regarding the delivery dates of the products.
6.3 It is clarified that the tracks detailed in sections 6.1.4-6.1.5 will be based on the estimated service hours set in the specification and/or in the price proposal and appendix. However, the customer is aware that this is only an estimate and additional work hours may be required for the agreed specification, for which the customer will be charged according to the rate agreed upon between the parties (hereinafter: "additional hours").
6.3 Given the above in section 6.2, it is clarified that once the estimated and/or fixed service hours in the specification and/or in the price proposal have been fully utilized, the company will send a notice to the customer regarding the full utilization of the service hours. The customer will have the option to purchase additional hours, and such additional hours will only be valid if made in writing and signed by both parties.
6.4 It is clarified that choosing the service track as detailed in section 6.1 above is subject to the exclusive discretion of the company and its approval.
7. Changes and/or adjustments in service products
7.1 After receiving the service products from the company, the customer will confirm their receipt. If no claims whatsoever have been received from the customer regarding non-compliance or defects in the service products within the specified time frame under the relevant track, and if not specified within 14 days from the date of delivery of the final service products, the customer will be seen as having confirmed the nature and quality of the service products without any claim for them.
7.2 In the event that a notice has been received from the customer regarding changes and/or adjustments to be made to the service products, the company will examine the nature of the required changes and/or adjustments and if they are included in the specification agreed upon between the parties, the company will make the required changes and/or adjustments as soon as possible.
7.3 Changes and/or adjustments in the service products that are not included in the specification will be separately charged between the parties according to one of the service tracks mentioned above. (Hereinafter: "the Changes")
7.4 The parties agree that the changes and/or adjustments referred to in section 7.3 shall be
8. Method of Paying the Consideration
8.1. For the performance of the services by the company in accordance with the specification, the customer will pay the company a consideration according to the service track determined between the parties (hereinafter: "the Consideration").
8.2. The Consideration will be linked to changes in the Consumer Price Index, as published by the Central Bureau of Statistics or any other official body that replaces it, where the base index for this matter is the index known at the time of signing the price proposal by the customer.
9.Non-Application of Employer-Employee Relations
9.1. It is clarified and agreed between the parties that their engagement will be within the framework of relations between a service customer and an independent service provider and not within the framework of conventional employer-employee relations, with all that implies and is obligated thereby. The company hereby declares that it will fulfill its obligations under this agreement and that there are not and will not be between it and the customer at any time during the service provision any employer-employee relations, and that this agreement or any of its conditions does not constitute the establishment of employer-employee relations between it and the customer.
9.2. It is agreed and emphasized hereby that the Consideration, which the parties agreed to this agreement, for the services, has been determined considering the fact that the company or those on its behalf are not considered "employees" of the customer in any way and for any purpose and under any law, and there will be no employer-employee relations between them and the customer in any way and for any purpose, and the customer will have no additional costs for hiring and/or terminating the company or those on its behalf, including any social conditions (including annual leave, recuperation pay, national insurance, bonuses, severance pay, training fund, vehicle expense reimbursement, per diem, telephone expenses, etc.).
10. Period of the Agreement, Termination of the Agreement or Its Cancellation
10.1 It is agreed between the parties that this agreement will come into effect on the day the customer signs the price quote and will last until the service products are completed and the full consideration for them is paid (hereinafter: "the period of the agreement").
10.2 Without detracting from the provisions of section 13.1 below, upon the end of the period of the agreement, the company will cease to provide any services to the customer, unless the customer purchases a service from the company under the terms agreed upon between the parties.
10.3 It is agreed that in any case of termination of the agreement - for any reason whatsoever - the customer undertakes to transfer to the company the balance of the consideration that has not yet been paid, plus VAT as required by law, no later than 14 days from the end of the engagement.
10.4 Any party to this agreement shall be entitled to terminate this agreement at any time, by giving prior written notice to the other party, upon the occurrence of one (or more) of the following events and according to the dates specified below:
10.4.1 In the event that the customer has utilized the full project hours as ordered by him and agreed with the company, and after the company has offered the customer to purchase additional hours and the customer refused and/or did not give his consent within 14 days from the day of the company's aforementioned approach, the company is entitled to cancel this agreement after giving the customer prior notice and an opportunity to remedy his default within 7 days from the day of giving the notice by the company. In any event, the company primarily has the right to cancel this agreement and the provisions of section 10.3 of the agreement shall apply under these circumstances.
10.4.2. In the case that a party to this agreement has violated a provision of this agreement, and this violation was not corrected within 14 days from the date of receiving a written request from the other party to correct the violation.
10.4.3. A request was submitted for a temporary and/or permanent dissolution of a party to this agreement and/or for the convening of a party's assets to this agreement or part of them and/or for the appointment of a temporary or permanent receiver for a party to this agreement and/or for the appointment of a temporary and/or permanent assets trustee for a party to this agreement and/or for the appointment of a special manager for a party to this agreement and/or negotiations were conducted towards an arrangement for the benefit of a party's creditors to this agreement or a discussion about such an arrangement, all if the request or negotiations were not canceled or removed or stopped, as the case may be, within 60 days, or on the date of the first hearing in the presence of a party to this agreement, whichever is earlier.
10.4.4. An injunction was imposed against most of a party's assets to this agreement and/or execution proceedings were initiated in relation to most of its assets and these were not removed within 60 days from the date of their imposition or initiation, as the case may be, or on the date of the first hearing in the procedure in the presence of a party to this agreement, whichever is earlier.
10.4.5. If this agreement is canceled before its end by the company for the reasons detailed in section 10.4 above, the customer will pay the company no later than seven days from the date of the cancellation notice, all the payments he owes it at that time and the company will immediately cease to provide any service to the customer."
11. Intellectual Property Rights
11.1 Unless otherwise agreed between the company and the customer, all intellectual property rights in the service products for the customer will exclusively belong to the customer, subject to full payment for the services as detailed in this agreement.
11.2 It is clarified that section 11.1 above does not apply to service products provided as completion services and/or ancillary services (hereinafter: "completion services") to the company’s product rental service, when all intellectual property rights to the company's products and completion services will belong only to the company and the customer will have no right to these products.
11.3 The company undertakes not to pass on and/or make any use of the information that the customer will transfer to the company in connection with the services, except as detailed in this agreement, without the customer’s prior written approval.
11.4 Notwithstanding the provisions of this section 10, the customer agrees and confirms that the company will be entitled to publish details about the service products according to this agreement, without revealing personal data about the customer.
11.5 The customer further confirms that the company will be entitled to display in its various advertisements the customer's name and the nature of the services provided to him for the purpose of advertising and marketing the company.
12.1. The company commits to providing the customer with a warranty for fixing bugs that will be discovered in the service outputs according to this agreement, for a period of five (5) months from the date of delivering the final service outputs to the customer.
12.2. It is clarified that the above in clause 12.1 is true only for bugs that are discovered in the service outputs and are derived and related to the original specification only. The company shall have no responsibility for bugs which do not derive from the service outputs and/or the original specification.
12.3. It is hereby clarified that the company will not be responsible towards the customer and/or anyone on its behalf including a related party and/or a subsidiary and/or anyone on their behalf for consequential, indirect, and special damages, including loss of income or loss of profits, and/or damage to reputation and/or goodwill.
12.4. Furthermore, it is agreed that the company will not bear any direct and/or indirect damage caused as a result of the illegal activity of the customer and/or its business and/or due to third-party claims regarding raw materials.
12.5. Without detracting from the generality of the foregoing, it is agreed between the parties that the monetary compensation payable to the customer shall not exceed the amount of consideration paid to the company for the services provided, whereby in calculating the aforementioned consideration, amounts paid for auxiliary services not related to the development services provided to the customer under this agreement shall not be taken into account.
12.6. The customer releases the company from the obligation to pay damages or compensation in an amount exceeding this cap.
12.7. For the avoidance of doubt, it is clarified herein that what is stated in clause 11.3 above is intended to set a liability cap for damage and shall not be construed as if it determines agreed compensation.
12.8. The company is not responsible for damages that may be caused to the customer and/or on its behalf as a result of improper use of the service outputs.
12.9. It is clarified and agreed that any integration (hereinafter: "integration") of the final service outputs as delivered from the company to the customer with third parties and/or with storage services is solely the customer's responsibility. The company has no and will have no responsibility for integrating the final outputs with third parties.
13. Breach of Agreement
13.1. Without derogating from the rights of the parties according to this agreement or according to any law, in any case where either of the parties violates or does not fulfill any condition or provision from the conditions of this agreement and its provisions, the remedies established in the Contract Law (Remedies for Breach of Contract), 1970, will be available to the injured party.
14. Resolution of Disagreements
14.1 Should disagreements that relate to and/or arise from this agreement emerge between the parties, the parties agree to try and resolve the disagreements through direct negotiation between the parties and/or with the assistance of a mediator to be agreed upon by the parties in full agreement.
14.2 Should the parties not agree to mediation, each party may appeal to the appropriate authorities to fully claim their claims and/or rights.
14.3 If the parties agree to mediate, and the mediation as stated does not conclude within sixty days from the first appeal to the mediator, each party may submit a claim to the court unless the parties have agreed to extend the mediation for an additional period.
14.4 It is clarified that nothing in this section is intended to harm the parties' right to apply to the court to file a claim and/or any other remedy to prevent damage to any party to this agreement and/or third parties.
15.1 Each party shall bear all tax payments as and when they fall due under any law in connection with this agreement.
15.2 This agreement, together with the price offer and the specification, consolidates and solidifies all agreements between the parties and with the customer's signature on the price offer there will be no validity to any other agreement and/or agreement made between the parties and there will be no validity for any change and/or agreement and/or correction and/or addition and/or deduction and/or extension and/or waiver regarding anything and/or matter related and/or tied to this agreement and/or the price offer and/or the specification unless made in writing and signed by the parties.
15.3 Any change and/or addition to the agreement and/or the price offer and/or the specification will require the parties' agreement and will only be valid towards the parties if made in writing and signed by the parties.
15.4 If any provision of this agreement is nullified by any court or declared invalid for any reason, the rest of this agreement's provisions will remain in effect. The above does not deny or detract from the right of the party who sees itself harmed by the nullification of such a provision (for example, when its non-existence constitutes a violation of this agreement by one of the parties) to act against the other party according to any law and at its discretion.
15.5 The law applicable to this agreement is Israeli law only, and no other law shall apply.
15.6 The exclusive jurisdiction for all matters relating to this agreement, its execution, and interpretation will be the authorized courts in the city of Haifa only, and no other court will have jurisdiction.
15.7 Neither party to this agreement has used or delayed in using any of the rights granted to it by it, shall be seen as a waiver of any of its rights.
15.8 The addresses of the parties for the purposes of this agreement are as stated in the preamble to this agreement or another address for which notice will be given according to this section and any notice sent by one party to the other according to the above addresses will be considered as if it were received within 72 hours from the time it was delivered for shipment by registered mail at a post office in Israel and upon its delivery if delivered by hand.
16. It is declared and agreed between the parties that the terms of this agreement express all and complete rights of the parties, and they cancel any agreement, representation, promise, or custom that preceded its signature.