1. Definitions
1.1. Contractor – SIA Wups (a limited liability company incorporated in the Republic of Latvia; registration No 40203098394; legal address: Brīvības gatve 234-77, Riga, LV-1039).
1.2. Customer – company or individual who has registered his account with the CRM System and who is buying from the Contractor the Application and / or the Solution.
1.3. Application – software which the Customer buys from the Contractor or Customer’s software to  which Solution should be elaborated.
1.4. Solution – a change or an addition to the Application or any other its adaptation to meet the requirements defined by the Customer. The functionality of the Solution is described in Solution Description which is filed to the Contractor within the CRM System.
1.5. CRM System – a client relationship management system within which the Customer registers his account and from which purchase of the Application is made and / or the Solution is ordered and where any communication between the Contractor and the Customer takes place and where the Customer can follow the status of development of the Solution.

2. Subject of the Contract
2.1. The Contractor shall supply the Customer the Application that after registration at CRM System the Customer is buying on the Contractor’s website with a simple license for indefinite use of the Application in accordance with the terms of the license. 
2.2. The Customer orders and the Contractor undertakes, using the resources and experience at its disposal, to develop the Solution to the Application for the needs of the Customer in accordance with the requirements specified in the Solution Description. Work on the Solution is a project which is given a name and unique identification number with the CRM System.  
2.3. The Contractor shall perform the work in three stages: developing, testing and handover (transfer) stages in accordance with the procedures set out in Clauses 4 and 5 of the Contract.
2.3.1. The Solution and accompanying documentation are delivered for testing until:  Deadline is agreed between the Customer and the Contractor during communication that takes place with the CRM System. 
2.3.2. The Solution and accompanying documentation (that is, all Deliverables) will be transferred to Microsoft repository for the Customer’s acceptance until: Deadline is agreed between the Customer and the Contractor during communication that takes place with the CRM System. 
2.4. If both parties agree within CRM System, the Contractor shall ensure the warranty period for the Solution for the period of time agreed by both Parties within CRM System. Warranty period starts from the moment of signing the acceptance-transfer deed referred to in Clause 5.2. (hereinafter - ATD). Within the warranty period the Contractor monitors functionality of the Solution and provides to the Customer maintenance of the Solution which means that the Contractor eliminates any deficiencies or errors that are detected in the course of use of the Solution. The Customer agrees that in order for the Contractor to effectuate monitoring of functionality of the Solution, the Contractor builds into the Solution trackers that help to monitor functionality of the Solution automatically. If any error in the functionality of the Solution is detected then error notification is sent to both, the Contractor and the Customer. The Customer awards the detected error a level of priority (high, medium or low) for elimination of that error. Depending on the level of priority, the Contractor proceeds with elimination of that error. The Customer pays to the Contractor remuneration fee for monitoring of functionality of the Solution. The amount of this fee is agreed between Parties with the CRM System.  
2.5. If the Customer order’s further Solutions to the Contractor then creation of those Solutions is subject to a new contract. 
2.6. The Contractor retains all and any personal copyrights in relation to all copyrighted works created by him in the course of performance of this Contract.

3. Deliverables Deliverables in relation to the Application
3.1. Within performance of the Contract, the Contractor shall submit to the Customer the following deliverables:
3.1.1. Application’s source files prepared for installation on the Customer's server in an open form with the possibility to make changes to the files. The Application’s final version files can be downloaded by the Customer from the CRM System or Microsoft repository.
3.1.2. Application’s installation instructions.
3.1.3. Application’s license. 
Deliverables in Relation to the Solution
3.2. Within performance of the Contract and until deadline specified in Clause 2.3. of this Contract, the Contractor shall submit to the Customer the following deliverables:
3.2.1. Solution’s source files prepared for installation on the Customer's server in an open form with the possibility to make changes to the files. Intermediate versions of deliverables are hosted on the Contractor's FTP server. The Solution’s final version files are submitted recorded on CD or can be downloaded by the Customer from the CRM System or Microsoft repository.
3.2.2. Solution’s installation instructions.
3.2.3. Solution’s license.
3.3. The Contractor shall submit to the Customer the technical documentation and user documentation together with the Solution’s final version.

4. Tests
4.1. A testing of the Solution is taking place after completion of development of the Solution. Within the testing phase, the Customer shall execute the test scenarios on the Solution’s test environment. The purpose of this stage is to find and eliminate the functional deficiencies that prevent the Solution from being used in operational activities, and to ensure the full readiness of the Solution and the preparation of tasks to be performed according to Clause 3.2. of this Contract.
4.2. By testing the Solution at this stage, we mean checking the Solution’s settings on the Contractor’s test server, where a special account with a separate access is created for the Customer and in which testing activities are performed.
4.3. The Customer provides information about errors in functioning of the Solution detected during tests of the Solution to the Contractor with the CRM System.
4.4. In order to eliminate errors in functioning of the Solution detected during tests of the Solution, the Contractor makes necessary adjustments to the Solution.  
4.5. If after elimination of errors that were identified during the tests of the Solution, the Customer and the Contractor do not agree on additions to the Solution Description which should be developed in the Solution, the Contractor shall submit to the Customer the ATD for signing. The Customer shall sign it within 5 (five) working days after receipt of the ATD. If the Customer does not sign the ATD within 5 (five) working days after receipt of the ATD, it is considered that the Customer has signed the ATD and, consequently, is obligated to pay remaining 60% of the purchase price for the elaboration of the Solution. In such case, after actual reception of remaining 60% of the purchase price for the elaboration of the Solution the Contractor transfers Deliverables to the Microsoft repository for acceptance by the Customer and through the CRM System provides to the Customer a key for use of the Solution’s license.

5. HandoverHandover of the Application
5.1. The Application is handed over to the Customer by providing a link to the Customer for downloading the Application, a link for downloading of the license for use of the Application and also a key for use of the license. The key for use of the license is provided to the Customer with the CRM System.  The Contractor provides to the Customer link for downloading the Application, a link for downloading of the license for use of the Application and also a key for use of the license after the payment of the price for the Application has been received by the Contractor.  
Handover of the Solution
5.2. After (a) both parties have signed ATD and (b) the Contractor has received payment of 30% of the remuneration payable after signing of ATD the Contractor transfers Deliverables to the Microsoft repository for acceptance by the Customer and through the CRM System provides to the Customer a key for use of the Solution’s license.  The Contractor provides to the Customer the key for use of the Solution’s license after the payment of remaining 30% of the purchase have been received by the Contractor.

6. Project management
6.1. The Parties shall appoint a responsible person (Project Manager) whose responsibilities include monitoring the performance of the Contract and informing both Parties about the progress of the Contract. The responsible person must have sufficient authority to take decisions on behalf of the Party. The Contractor, for its part, appoints Mr Aleksandrs Elksnins, Šī e-pasta adrese ir aizsargāta no mēstuļu robotiem. Pārlūkprogrammai ir jābūt ieslēgtam JavaScript atbalstam, lai varētu to apskatīt., phone: + (371) 29 564 547. The Customer’s responsible person is the person who has delivered the Extesion Description to the Contractor.
6.2. In the event that the need arises, both Parties are entitled to replace the designated Project Manager with another person, informing the other Party in writing.
6.3. Each Party has the right to request in writing, with a justification, the replacement of the Project Manager appointed by the other Party.

7. Other services
7.1. Any programming services provided by the Contractor to the Customer in relation to the development of the Solution and which do not fall within the scope of work specified in the Solution Description shall be agreed (scope of work, deadlines and price of the work) separately with the CRM System by the Contractor and the Customer.

8. Rights and obligations of the parties
8.1. The Customer undertakes to pay the Contractor for the Application and / or Solution, as well as for purchase of the Application’s / Solution’s license.
8.2. The Customer undertakes to provide the Contractor with the information and documentation at the Customer's disposal necessary for the development of the Solution.
8.3. The Contractor shall not be liable if the Customer fails to provide the Application / the Solution on Customer’s server and, as a result of that, the successful operation of the Solution is not possible.
8.4. The Customer shall not be entitled to transfer or lease the Application and / or the Solution or any it’s part to a third party without the prior written consent of the Contractor. Companies of the Customer's group are not considered third parties.
8.5. The Customer has the right to use the Application and / or the Solution and / or transfer its license within the Customer and its group companies (companies, 100% of the share capital of which is directly or indirectly owned by the Customer). After payment for the license, the Customer acquires all property rights to the Application and / or the Solution.
8.6. The Customer shall compensate any costs or damages of the Contractor that have arisen in connection with the services provided in relation to this Contract, if these costs have arisen due to incorrect, incorrectly provided or not submitted information by the Customer within the terms agreed between the Contractor and the Customer with the CRM System.
8.7. The Customer has the right to make changes to the Application files on its own or by ordering the relevant work from either the Contractor or any third party.
8.8. The Contractor has the right to subcontract third parties if it is necessary for the performance of this Contract. The Contractor assumes full responsibility for the services provided by third parties, including confidentiality provisions.

9. Remuneration of works
9.1. The purchase price for the Application and license for use of the Application is indicated in the CMR System. The invoice for payment of the purchase price for the Application is generated by CRM System automatically. 
9.2. The purchase price for the elaboration of the Solution and provision of license for use of the Solution is agreed between the Contractor and the Customer in written within CRM System. The Customer makes to the Contractor a pre-payment in the amount of 40% of the purchase price. Other 30% of the purchase price the Customer pays to the Contractor within 10 days after (a) the Contractor has completed elimination of errors in functioning of the Solution detected during tests of the Solution and (b) the ATD has been signed. Remaining 30% of the purchase price the Customer pays to the Contractor within 10 days after the Deliverables have been transferred to the Microsoft repository.  
9.3. The Contractor issues to the Customer invoice for payment of the purchase price. VAT is applied to the purchase price in the amount and in accordance with the laws of the Republic of Latvia. 

10. Delays
10.1. In the event of delays or imminent delays, the Party in breach of its obligations shall inform the other Party, indicating in writing the reason for the delay and the possible deadlines, as soon as possible. Any Solution of deadlines must be agreed by the Parties in writing with the CRM System.
10.2. In the event of a delay by one Party, the other Party has the right to adjust unilaterally the deadline for fulfillment by extending it by as many working days as the delay of the other Party has occurred.
10.3. If one of the Parties fails to meet the deadlines specified in this Contract or agreed by Parties With the CRM System, and non-observance of the deadlines is not related to the other Party's delay of fulfilment of obligations and there is no separate written agreement regarding change of the deadlines, the Party failing to comply with the deadlines shall pay the other Party a contractual penalty in the amount of 0.5% from the purchase price for each day fulfilment of the obligation has been delayed. The total amount of the contractual penalty shall not exceed 10% of the purchase price (without VAT). Payment of the contractual obligation shall not release the Parties from fulfilment of their obligations.

11. Contract termination
11.1. This Contract is valid until the fulfillment of the obligations of both Parties.
11.2. The Parties may terminate this Contract by mutual written agreement made with the CRM System.
11.3. Each party has the right to unilaterally withdraw from the Contract by notifying the other Party in writing 10 (ten) days in advance if the other Party violates the terms specified in the Contract, including interim deadlines, and has not remedied the breach within 10 (ten) days after receiving the appropriate warning.
11.4. Each party has the right to unilaterally withdraw from the contract by notifying the other Party at least 3 (three) days in advance, if:
11.4.1. The other Party has been declared insolvent by a court decision or it is actually insolvent, due to which the Party is unable or likely will be unable to perform the obligations of the Contract;
11.4.2. Force majeure circumstances have occurred which make it impossible to perform the obligations of the Contract for more than 1 (one) month;
11.4.3. Upon termination of the Contract by unilateral withdrawal referred to in Clauses 11.3. and 11.4., all contracts / agreements made within the framework of this Contract shall also be terminated.
11.5. In the event that the Contract is terminated due to the Customer's initiative, except if the Contract is terminated according to Clause 11.3. due to non-performance of the Contract or agreements made within the framework of this Contract, the Customer shall pay the Contractor for the work actually performed.
11.6. In the event that the Contract is terminated at the initiative of the Contractor, the Contractor shall return to the Customer the money actually received for elaboration of the Solution and / or licenses.

12. Force majeure
12.1. In the event of force majeure circumstances, such as fire, natural disaster, strike, other similar circumstances of similar nature or regulations have been adopted which make it impossible to perform the Contract, any military activities that directly prevent one of the Parties from fulfilling its obligations under this Contract, and the Party concerned could not have foreseen from those circumstances, the Parties undertake not to bring any action against each other or to take any action of a similar nature.
12.2. A Party that invokes force majeure as a reason for non-performance of obligations shall immediately notify the other Party in writing with the CRM System of the occurrence of such force majeure circumstances, and the occurrence of such force majeure circumstances shall be confirmed with credible evidence. 

13. Confidentiality conditions
13.1. All information and data provided by one Party to the other Party during validity of this Contract or made available to it during the performance of the Contract shall be treated as confidential.
13.2. The Parties shall not have the right to use the information of the other Party other than as provided in the Contract and for such purposes and to the extent necessary for the performance of the Contract. The Parties shall not disclose confidential information to third parties without the written consent of the other Party. The confidential information of the Parties shall be disclosed in the cases, to the extent and in accordance with the procedures specified by law. The Contractor shall ensure that its employees, subcontractors and other persons involved in the performance of the Contract comply with the obligations of confidentiality and use of information specified in this Contract.
13.3. The Customer has no right to publish the materials and / or deliverables prepared by the Contractor, in full or in part. The Customer may distribute and reproduce the originally signed copies of the materials only for the needs of the Customer's work.
13.4. The obligations of confidentiality and use of information are of an indefinite nature.

14. Dispute settlement procedure
14.1. The substantive law of the Republic of Latvia shall govern this Contract.14.2. Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof, shall be settled in the Latvian Chamber of Commerce and Industry Court of Arbitration in Riga in accordance with its Rules of Arbitration. The number of arbitrators shall be one. The language of the arbitration shall be Latvian.

15. Other conditions
15.1. In the case of purchase of the Application, the Contract shall enter into force after the Customer has paid purchase price. In the case of development of the Solution, the Contract enters the force after the Customer has paid a pre-payment in the amount of 40% of the purchase price.  The Contract shall remain in force until either both Parties have fulfilled their obligations under the Contract, or until the Contract terminated in accordance with the provisions of the Contract.
15.2. Any annexes, amendments or additions to this Contract shall be made between both Parties in writing with the CRM System and shall become an integral part thereof.
15.3. The Parties confirm that the conclusion of this Contract is based on the mutual agreement of the Parties, as well as the desire to cooperate and respect each other. Therefore, the Parties undertake to cooperate and show each other positive attitude in cases which are not and cannot be stipulated in this Contract.