The Public Offer
on the computer software licensing

Brest city, 01-APR-2022

This Public Offer is an official offer of Vadzim Parkhamchuk I.E., a resident of the Republic of Belarus, hereinafter referred to as "the Licensor", in regard of the granting of the license rights for the classroom management software (hereinafter referred to as “the Software”). This Offer expresses the intention of the Licensor to conclude the Agreement on the terms of this Offer with any person who accepts the Offer.

TERMS AND DEFINITIONS

For the purpose of this Offer the terms given below shall have the following meaning:

The Offer means this document, the Public Offer, published in the web at URL  https://netsoftware.by/offer_eni. This document is concluded in English and Russian languages. In the case of any discrepancies, the English variant has precendence for customers from all countries except CIS countries. For customers from CIS countries, Russian variant has precedence.

Acceptance of the Offer means the full and absolute acceptance of the Offer by the Licensee by performance of the payment of the Invoice, issued by the Licensor.

The Agreement means the agreement between the Licensor and the Licensee that shall be made by means of Acceptance of the Offer and which is the subject to the terms and conditions of the Offer.

In this Offer and in the concluded Agreement, the Licensee and the Licensor are hereinafter collectively referred to as the Parties, and individually as the Party. The Agreement concluded in accordance with this Offer shall not be treated as a public agreement in the sense of the Article 396 of the Civil Code of the Republic of Belarus that means that the Licensor may refuse to conclude it with any person/entity without explanation.

The Licensee means any individual or legal entity, which have accepted the Offer and is the recipient of the license rights for the Software.

The Licensor’s Website means an information resource that belongs to the Licensor and is located in Internet at address: https://netsoftware.by

The Software means, as collectively computer classroom management computer programs Net Control 2 Classroom, Net Control 2 SmallClass, Net Control 2 PRO, as one or more of these computer programs individually.

1. Subject of the Agreement

1.1. In accordance with this Agreement, the Licensor that possesses exclusive copyrights for the Software, grants to the Licensee a non exclusive license right (the License) to use the Software in limits provided by the Agreement, and the End User License Agreement (EULA) bundled with the Software; and the Licensee pays for the License provided in accordance with the terms and conditions of this Agreement.

1.2. The term “Use” mentioned in the p.1.1 of this Agreement means the right to install the Software within bounds of the organization of the Licensee and use its functionality on the number of computers specified in the respective Invoice provided by the Licensor. Such use shall comply with all and any applicable laws and the EULA bundled with the Software.

1.3. The Licensee may transfer all the rights granted by the Agreement in full to a third party, preserving that the third party accepts conditions of the EULA and use terms and limits provided in accordance with the Agreement. In case of such transfer, the Licensee shall uninstall the Software and destroy any copies or parts of the Software installed or stored on computers of the Licensee.

1.4. The Licensee may use the Software only on the territory of the country of the Licensee.

1.5. The Licensee may use the Software within bounds of the purchased version of the Software without any time limitations.

2. How to order

2.1. In order to purchase the License, the Licensee need to review first the Software description and this Offer conditions, then fill in the order form located at: https://classroom.by/support. select the software, edition, version, license, limits, number of instructor and student computers (when applicable), other license parameters provided on the order form. Then the Licensee shall confirm and accept this Offer conditions by setting up the respective check box on the order form, and submit the order. The Licensor provides the Licensee with an invoice, which will be sent to the email address of the Licensee specified on the order form.

2.2. Alternatively, the Licensee may submit the request to purchase the License by contacting the Licensee to the email address of the Licensor at sales@classroom.by. or using any other available on the Licensor’s Website mean. In the same way, the Licensee may request a custom license, specially adapted for the Licensee needs. Upon confirmation of the request, the Licensor provides the Licensee with an invoice, and sends it to the email address of the Licensee. Availability of the custom or adapted licenses is a subject of review of the Licensor.

2.3. The Invoice provided by the Licensor shall be paid within 30 calendar days from the date of the invoice.

3. Grant of the rights

3.1. Within one business day from the date of the receipt by the Licensor of the payment of the Licensee, in accordance with the Licensor’s Invoice, the Licensor sends to the email address of the Licensee specified in the Invoice, an electronic license, which includes a named registration key, the Software download links and credentials for the customer area account on the Licensor’s Website.

3.2. The Licensee shall download the Software and install it on the Licensee’s computers independently, using a link provided to the Licensee by the Licensor.

3.3. The rights are granted and the License is properly provided since the moment of the sending the electronic license, mentioned in the p.3.1 of this Agreement.

3.4. The grant of rights is made out by the Acceptance Report drawn up by the Licensor independently (in accordance with the Decree of the Ministry of Finance of the Republic of Belarus No. 13 of February 12, 2018 with amendments). The Licensor issues the Acceptance Report and sends it to the Licensee together with the electronic license mentioned in the p.3.1.

4. Payment

4.1. For the Software License granted by this Agreement, the Licensee shall pay the Licensor a licensing fee in the amount indicated in the corresponding Invoice issued by the Licensor to the Licensee.

4.2. The payment shall be carried over in the following order:

4.2.1. by legal entities:
   - using a bank wire transfer from the bank account of the Licensee to the bank account of the Licensor;
   - using debit or credit cards (Visa, Mastercard);

4.2.2. by individuals:
   - using a bank wire transfer to the bank account of the Licensor;
   - using debit or credit cards (Visa, Mastercard).

4.3. The payment currency for residents of the Republic of Belarus is Belarussian Ruble; residents of other countries pay in US dollars, Euro or Russian Rubles, in accordance with the currency provided in the Invoice.

4.4. For non-residents of the Republic of Belarus: if the payment is made using a bank wire transfer, intermediary or correspondent bank commissions are for the cost of the Licensor (“SHA” code of MT103 SWIFT). In all other cases, bank commissions for the cost of the Licensee.

4.5. If in accordance to the law of the country of the Licensee, the amounts paid to the Licensor is a subject of taxation and the Licensor is recognized as the tax payer, the Licensee shall withhold such tax amounts and pay them to the authorized body independently, acting as the Licensor’s tax agent when required by law. Such tax amounts shall be separately reflected in the Invoice. The Invoice that contains such taxes, shall be requested in accordance with the p.2.2 of this Agreement. If the Invoice does not specify such taxes, the Licensor is not recognized as the tax payer in the country of the Licensee and the taxes are not collected.

5. Liability and disputes resolution

5.1. For non-performance or improper performance of this Agreement, the parties are liable in accordance with the legislation of the Republic of Belarus.

5.2. If the Licensee uses the Software in ways not provided by the p. 1.2. of this Agreement, the Licensor has the right to void the License immediately as also is entitled for a compensation of any losses incurred by such use. The cost of the revoked License is not refundable. Licensee’s notification is deemed to have been made when it is sent to the Licensee’s last known email address.

5.3. Disputes arising under this Agreement are subject to consideration in accordance with the current legislation of the Republic of Belarus at the Economic Court of the Brest Region; disputes that involves individuals - in the court of the Leninsky district of Brest city.

5.4. This Agreement is regulated by the law of the Republic of Belarus.

5.5. A party that has committed non-performance or improper performance of this Agreement shall be exempted from liability if it proves that proper performance of the Agreement was impossible due to force majeure, that is, extraordinary and unavoidable circumstances under the given conditions.

Force majeure circumstances include the following circumstances, not limited to the following: natural disasters, man-made disasters, military operations, strikes, decisions or regulations of state authorities, etc.

If any of the above circumstances or their consequences directly affected the fulfillment of the obligation within the period specified in the Agreement, then this period shall be proportionally extended for the duration of the relevant circumstances.

On the occurrence of force majeure circumstances, as well as their termination, the Party that refers to them shall notify the second Party no later than 5 (five) days from the onset of the named circumstances or their consequences, as well as from the moment of their termination. Confirmation of the occurrence or termination of these circumstances or their consequences are documents issued by the competent state authorities or organizations or the chamber of commerce at the place of occurrence of these circumstances, or the Belarusian Chamber of Commerce and Industry. In case of violation of this procedure, the Party shall be deprived of the right to invoke force majeure circumstances. The Party that refers to force majeure circumstances provides the specified documents to the other Party after receiving them from the relevant body or organization, provided that the Party applied for these documents no later than the date of sending the notification to the other Party of the Agreement.

6. Validity of the Agreement

6.1. This Agreement be made effective upon Acceptance of the Offer by the Licensee and is valid within the term of the validity of the License (p. 1.5. Of this Agreement).

7. Other terms and conditions

7.1. The Licensor has the right to amend the terms of the Agreement unilaterally by amending and supplementing the text of this Offer. Any changes to the terms of this Agreement, the Licensee independently monitors on the Licensor’s Website at the location of this Offer.

7.2. Changes and additions made by the Licensor to this Agreement shall enter into force immediately after the publication of changes in the text of this Offer and shall not be subject to any additional agreement with the Licensee.

7.3. The Parties agree validity of facsimile reproductions of signatures of authorized persons of the Licensor or Licensee, reproduced with mechanical or other copying, electronic digital signature or other analogue of a handwritten signature on documents related to this Agreement sent to the other Party, provided that the method of sending signed by such way documents allows to establish that the document comes from the relevant Party of the Agreement. Such facsimile signatures have the same legal force as the original signature of the authorized person.

7.4. The Licensor declares, and the Licensee confirms and accepts that the Software is provided on an “as is” basis. This means that the Licensor is not responsible and does not guarantee in any way:
   - that the Software is free (or will be free) from any flaws or errors;
   - that the Software meets (or will meet) any criteria (or provide any results) that were not directly indicated in the description of the Software;
   - completely continuous operation, correct operation on all possible devices, operating systems and browsers (with the exception of those expressly specified in the Software description), complete absence of data loss, complete security of stored and transmitted data from unauthorized actions of third parties.

7.5. The Licensor makes every possible effort to ensure that there are no errors in the software, but is not responsible for any direct or indirect losses of the Licensee, including lost profits and possible damage caused by errors in the Software.

8. Details of the Parties

The Licensor:
Vadzim Parkhamchuk I.E., UNP 290644951. Address: Starozhytnaya 11/2, 225003 Brest, Belarus. IBAN: (USD) BY38BLNB30130000416159001840 Bank: BNB-Bank, SWIFT BLNBBY2X.
Tel. +375255000400, Email: sales@classroom.by, support@netcontrol2.com

Details of the Licensee is provided in the Invoice issued by the Licensor.